id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
9c0661f0-4bfb-461a-bed4-b07330eec2cb | Clause:
Executive acknowledges entering into the Employment Agreement and hereby reaffirms her commitments and obligations under the Employment Agreement, including without limitation Executive’s obligations under Sections 5, 7, 8 and 15 of the Employment Agreement, except the restrictions listed in Section 8(a) of the... | Label: Intellectual Property |
9b611fe1-112d-4120-8c5a-798131ffc76d | Clause:
All communications hereunder shall be in writing and shall be deemed to have been duly given when delivered to (a) in the case of the Depositor, Discover Funding LLC, [ ], Attention: [ ]; and (b) in the case of FTI, FTI Consulting, Inc., [ ], Attention: [ ]; or, in ea... | Label: Notices |
ac6dc94d-b549-48f7-84ae-fa5ef3b43d49 | Clause:
The audited and unaudited financial statements delivered (excluding for clarity, the projections) pursuant to Section 6.1(d)(i) , when taken as a whole, fairly present in all material respects on a Consolidated basis the assets, liabilities and financial position of the Borrower and its Subsidiaries and the Acq... | Label: Financial Statements |
0f6ddeee-fe94-4d2a-bc0b-2db367c6b3a4 | Clause:
Evidence of insurance coverage for Borrower and the Sugar Camp Mine satisfying the requirements of the Transaction Documents, which insurance shall be in form and substance reasonably satisfactory to Administrative Agent, together with evidence that such policy or policies are in full force and effect, shall ha... | Label: Insurances |
40a8f16b-8c1b-4652-828c-7bf159a456fe | Clause:
The Indemnified Person will not be entitled to indemnification in respect of any Loss to the extent that this Agreement or the Schedules describe facts or events which make it reasonable to understand that an exception to the representation or warranty which gave rise to the claim is made in this Agreement or i... | Label: Disclosures |
d1a962e1-2eb0-43a9-9865-b86785ffbc3d | Clause:
No term or condition of this Agreement shall be deemed to have been waived except by written instrument of the party charged with such waiver. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or conditi... | Label: Waivers |
41b11476-671d-426e-88ca-f94d202b0cc9 | Clause:
The Designated Lender makes and confirms to the Administrative Agent, the Designating Lender, and the other Lenders all of the representations, warranties and covenants of a Lender under Article X of the Credit Agreement. Not in limitation of the foregoing, the Designated Lender (a) represents and warrants that... | Label: Representations |
676d017b-2654-4df9-a558-f100039f506c | Clause:
The execution, delivery and performance by such Seller of this Agreement and the Ancillary Agreements and the consummation by such Seller of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time or both, (a) if such Seller is an entity, conflict wit... | Label: No Conflicts |
8dabc311-1370-4313-b4f7-96e4ee461598 | Clause:
If a Requesting Party has included Registrable Securities in a registration, the Company shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Regis... | Label: Amendments |
c3c000c5-9966-41a5-a3c9-5a6b17611fab | Clause:
The Participant is hereby granted the right to earn a Cash Incentive Award in the target amount of $_________ (the “ Target Award ”), subject to the restrictions set forth herein. This Cash Incentive Award represents the right to earn up to __________ percent (____%) of the Target Award and the actual amount of... | Label: Payments |
16d7893e-774c-4b74-a944-b6363892a300 | Clause:
EACH OF THE BORROWER, EACH GRANTOR AND THE COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
Task: Classify thi... | Label: Waiver Of Jury Trials |
31b9345e-0fbb-4c13-b0f9-6601eacbfcdf | Clause:
Each party hereto agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by it in accordance with the terms hereof, and that each party shall be entitled to specific performance of the terms hereof in addition to any other remedy available at Law ... | Label: Specific Performance |
45309812-dce0-48cb-9f66-67d94b0cc795 | Clause:
The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to Section names or numbers are to such Sections of this Agreement.
Task: Classify this clause into ONE of these types (ex... | Label: Headings |
3ccc0118-a940-4595-ac3f-e54a08fbf614 | Clause:
Except as the Company may otherwise provide, Executive shall be entitled to participate in any retirement savings plan, profit sharing plan, life insurance, health insurance, dental insurance, disability insurance or any other fringe benefit plan which the Company may from time to time make available to its sal... | Label: Benefits |
bd9ad580-16f8-44b1-8d01-d7892e8d9577 | Clause:
This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been indefeasibly paid and performed in full... | Label: Terminations |
d95eddff-9377-46b9-b1e6-cb2dcb6d5282 | Clause:
The Partnership confirms that it has provided or has caused to be provided to the Buyers or their agents or counsel information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Partnership and its Subsidiaries, and all such material, non-public infor... | Label: Disclosures |
5fb030e3-fb06-4b10-aad3-d6293405d3db | Clause:
SARs shall be exercisable over the exercise period at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement; provided, however, that no SAR may be exercised more than ten years after its grant date. Except as set forth in Section 4.3, no SAR granted hereunder ma... | Label: Terms |
c21ce0f4-3cf4-4c14-8481-ab9584b2b7c1 | Clause:
The Human Resources Committee may terminate and liquidate the Plan within the thirty (30) days preceding or the twelve (12) months following a "change in control" as defined in Treasury Regulation 1.409A-3(i)(5) provided that all plans or arrangements that would be aggregated with the Plan under section 409A of... | Label: Change In Control |
d6d725b8-7df1-4af0-8dd9-6cbd1c3da044 | Clause:
Except as set forth on Schedule 3.9, PSPC does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations. Each subsidiary of PSPC, if any is a corporation duly organized, validly existing and in good standing under the laws of its jurisd... | Label: Subsidiaries |
a626c557-d42b-4682-8c14-013e9adaa750 | Clause:
The Parties agree to reasonably cooperate with each other in connection with any actions required to be taken as part of their respective obligations under this Agreement, and shall (a) furnish to each other such further information; (b) execute and deliver to each other such other documents; and (c) do such ot... | Label: Further Assurances |
fa04f841-d07a-47cd-af12-0cc76adf2141 | Clause:
(a) Comply in all material respects with and cause each of its employees, and use commercially reasonable efforts to cause each of its, contractors and its tenants or operators under any Lease to comply in all material respects with all applicable Requirements of Law including Healthcare Laws, Permits and the ... | Label: Compliance With Laws |
fa41af5c-caa1-4eec-8cdc-5e3d4edd278f | Clause:
Any change in the time, manner or place of payment of all or any part of the Guaranteed Obligations, or in any other term thereof, or any renewal, extension, increase, alteration, rearrangement, amendment or other modification to any provision of any of the MDA or any other document, instrument, contract or und... | Label: Modifications |
39dfca2c-d684-465a-b71a-097ba34e6afb | Clause:
There shall not have been commenced by or before any Governmental Authority and still be pending any Proceeding that seeks to prevent (i) the consummation of the Transactions on the terms, or (ii) the transfer to Purchaser all of the respective rights and benefits, contemplated herein.
Task: Classify this clau... | Label: Litigations |
af9c6f3b-cef1-4a0a-b63b-8c46a58dc569 | Clause:
All notices and other communications hereunder shall be in writing, shall be given by one or more of the following means and shall be deemed given: (i) when delivered, if delivered in person, (ii) upon confirmation of receipt, if transmitted by facsimile or electronic mail, (iii) three (3) Business Days after m... | Label: Notices |
e13bf58f-879d-4cf6-961e-3a61cdeccf55 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (other than as permitted pursuant to Section 7.03 ), neither the Borrower nor any other Loan Party may assign or otherwise transfer any ... | Label: Successors |
d7f0abc9-3912-43af-8b25-3bf8d101a330 | Clause:
The Administrative Agent shall have received a certificate in the form of Exhibit 4.02 from ADI, executed by its chief financial officer certifying that ADI and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent.
Task: Classify this claus... | Label: Solvency |
82b20505-78ad-414f-afcb-9269438a8893 | Clause:
Each Seller shall comply in all material respects with each and every Requirements of Law, including those relating to any Purchased Asset and to the reporting and payment of Taxes. No part of the proceeds of any Transaction shall be used for any purpose that violates Regulation T, U or X of the Board of Govern... | Label: Compliance With Laws |
9d1f7829-ae21-40d4-845f-020b5ae926eb | Clause:
If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable in any jurisdiction, then such provision, covenant or condition shall, as to such jurisdiction, be modified or restricted to the minimum extent necessary to ... | Label: Severability |
1700c8bd-70c4-4eaa-9403-24ff0dfa8b42 | Clause:
All information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of each Loan Party to Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or theret... | Label: Disclosures |
1102564f-8fb4-4003-803f-c3dfd0b62270 | Clause:
If your employment is terminated by death, disability (as determined in accordance with generally applicable Company policies) or by retirement on or after normal retirement age under the terms of any retirement plan maintained by the Company or a Subsidiary, your Parent-Based Award will vest in full.
Task: Cl... | Label: Death |
03666203-a28a-439b-aaee-dd599478c861 | Clause:
The shares of Common Stock subject to the Option may be adjusted or terminated in any manner as contemplated by Section 4.4 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Adjustments |
8caf21d9-3c47-418a-aedd-3a031886bb6b | Clause:
The Original Credit Agreement is, effective as of the Restatement Effective Date (as defined below), hereby amended and restated in the form attached as Exhibit A hereto. Additionally, the Exhibits to the Original Credit Agreement are amended and restated in the form attached hereto.
Task: Classify this clause... | Label: Amendments |
9600423c-4e28-4a34-84c3-9d7bc3ade2cb | Clause:
The Company shall pay Executive a base salary of $ [•] per year (“ Base Salary ”). The Base Salary may be increased annually by an amount as may be approved by the Board or the Compensation Committee, and, upon such increase, the increased amount shall thereafter be deemed to be the Base Salary for purposes of ... | Label: Base Salary |
16101e9c-9d46-489c-8636-365073a04609 | Clause:
All claims by Executive for benefits under this Agreement shall be directed to and determined by the Company and shall be in writing. Any denial by the Company of a claim for benefits under this Agreement shall be delivered to the Executive in writing within thirty (30) days after written notice of the claim is... | Label: Arbitration |
0bb2fc27-f14e-4638-bffb-5122f749def2 | Clause:
The representations and warranties of the Quintiles Shareholders contained herein shall not survive the closing of the transactions contemplated hereby and by the Merger Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Warranties |
fd3f1774-abcd-4012-ac7d-ce3de78dce37 | Clause:
Create, incur, assume or suffer to exist any mortgage, pledge, lien or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its assets, or assign or otherwise convey any right to receive income, except (i) to Bank, (ii) liens in conne... | Label: Liens |
32db2f4a-3393-4104-95f6-6c0bd46a7b2f | Clause:
Assignor hereby assigns, sets over and transfers to Assignee all of its right, title and interest in, to and under the leases (“ Leases ”) with the tenants of the Property and such tenants’ security deposits (“ Security Deposits ”), all as letters of credit or guaranties, as applicable, identified on Exhibit A ... | Label: Assignments |
b874fb12-2794-47d7-a575-60682d9a360b | Clause:
The proceeds of the Loans may be used solely (a) to pay fees and expenses on the Closing Date, (b) to refinance existing Indebtedness, (c) to fund future acquisitions permitted by Section 4.14 and (d) for working capital, capital expenditures and other lawful corporate purposes of the Borrower.
Task: Classify ... | Label: Use Of Proceeds |
8c0eea58-94a6-4886-806e-39ef8539d5bf | Clause:
The Guarantors will pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Guarantee, including its rights un... | Label: Expenses |
9b45766b-1261-4d1f-9f37-c94d06c5a5b2 | Clause:
April 13, 2016, unless a different effective is specified in this amendment and restatement of the Plan.
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, A... | Label: Effective Dates |
76a540e9-1d80-4198-91c8-76e3794dbad6 | Clause:
The Partners, as of the date of the Prior Partnership Agreement, agreed among themselves that: (i) beginning on the date of the Prior Partnership Agreement, Interests in the Partnership shall be designated as “Class A Common Units” (“ Class A Common Units ”), “Class B Common Units” (“ Class B Common Units ”) an... | Label: General |
9345c92c-b2a0-4895-9729-a3a799ea43fd | Clause:
Lessee has all requisite limited liability company power and authority to enter into this Agreement and each of the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Lessee of this Ag... | Label: Authority |
7c9c1c02-7540-4ff2-8085-9b5d0615b50b | Clause:
If any one or more of the covenants, agreements, provisions or terms of this 2016-B Servicing Supplement or the 2016-B Servicing Agreement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions or terms will be deemed severable from the remaining covenants, agreements, provisions... | Label: Severability |
1d47ca65-f37d-42bb-9491-3ad9bdeac4c7 | Clause:
This Agreement (together with the Disclosure Schedules and exhibits to this Agreement), the Assignment and Assumption Agreement, and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter herein and therein and supersede any other agreements, whether w... | Label: Entire Agreements |
362f6da3-4118-43a5-963c-346f3b0f5e5d | Clause:
This Agreement is governed by and is to be construed, administered and enforced in accordance with the laws of the State of Maryland, without regard to conflicts of law principles. If under the governing law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule... | Label: Governing Laws |
a8a80073-86cf-436f-a7ae-6fcad95ac05d | Clause:
This Guaranty (a) shall terminate when all the Obligations have been indefeasibly paid in full in cash and (b) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Noteholder or any G... | Label: Terminations |
0db5a200-29ae-4b94-8334-39d0954d08c7 | Clause:
During the Employment Period and thereafter, the Employer agrees to indemnify and hold Executive and Executive's heirs and representatives harmless, to the maximum extent permitted by law, against any and all damages, costs, liabilities, losses and expenses (including reasonable attorneys' fees) as a result of ... | Label: Indemnifications |
4c8a7bce-fb2a-41a6-aca5-c4a77ddbb779 | Clause:
(a) The ABL Representative, for itself and on behalf of each ABL Secured Party, the Term Loan Representative, for itself and on behalf of each Term Loan Secured Party, and each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court... | Label: Submission To Jurisdiction |
ad08629a-e8be-4118-83a4-a994fa6e73be | Clause:
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and know... | Label: Expenses |
1aa84ca1-7ccd-4a20-b8dc-f30c23bcb359 | Clause:
Upon the Borrower obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent within ten (10) days of (i) the occurrence of a Default or Event of Default, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto and (ii) the o... | Label: Notices |
61aa4fc1-c258-43c7-884e-1828e02e6ee2 | Clause:
The Borrower will comply in all material respects with all Applicable Laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, B... | Label: Compliance With Laws |
72e105bc-9442-4684-8ad7-8882eb09d933 | Clause:
Notwithstanding Sec tion 5 (a), in the event of a Change in Control, the Committee may, in its discretion, terminate any outstanding Options if either (i) the Company provides the Participant with reasonable advance notice to exercise the outstanding and unexercised Options, or (ii) the Committee reasonably det... | Label: Terminations |
25ca8740-3f2d-406e-b512-dae91eb46a07 | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) delivered by reputable overnight courier service with charges prepaid, or (iii) transmitted by fax, addre... | Label: Notices |
ecadb770-ce1e-4a37-ba96-770f37ef3dc1 | Clause:
Odyssey shall reimburse Consultant for travel and similar out-of-pocket expenses incurred in rendering services hereunder in accordance with company policy and subject to approval by the Chief Executive Officer. Consultant will directly pay for his own internet, phone, and equipment and maintain such service co... | Label: Expenses |
c2580e99-8621-4405-a6a8-d479b4d1270c | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each ... | Label: Erisa |
2f260798-c64b-433f-adf4-2f0f0b95b43f | Clause:
In consideration of and as a condition precedent to the Advisor undertaking the engagement contemplated by this letter, the Company agrees to the indemnification provisions and other matters set forth in Annex A , which is incorporated by reference into this Agreement.
Task: Classify this clause into ONE of th... | Label: Indemnifications |
9403e484-7938-41b1-b4e4-ddd2ceba1261 | Clause:
All present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges in the nature of a tax imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto.
Task: Classify this clause in... | Label: Taxes |
2dcc4ded-f680-40d9-b52a-2348aa92abe0 | Clause:
Except as otherwise expressly provided in this Agreement and subject to Section 10.12 hereof, this Agreement, the Employee Matters Agreement, and the Separation and Distribution Agreement constitute the entire agreement of the Parties hereto with respect to the subject matter of this Agreement and supersede all... | Label: Entire Agreements |
94505367-9edf-4c83-b038-823cb910cd8d | Clause:
The failure or delay of a Party to insist on strict adherence to any term of this Agreement will not be considered a waiver of, or deprive that Party of the right thereafter to insist on strict adherence to that term or any other term of this Agreement. No waiver of any breach or default of the other Party sha... | Label: Waivers |
a5b5fabd-0b55-41b6-a6b6-e8a7ece72ae8 | Clause:
The Borrower shall cause all assessments and taxes, whether real, personal, or otherwise, due or payable by, or imposed, levied, or assessed against any Loan Party, its Subsidiaries, or any of their respective assets to be paid in full, before delinquency or before the expiration of any extension period or time... | Label: Taxes |
f42804e6-2894-45fc-8dab-d5ae9d3863e7 | Clause:
The provisions of this Section 5 shall survive the termination of the Recipient’s employment or service with the Company and all Affiliates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Survival |
df119370-0ee6-4e7b-bfc1-44449ab1f9c6 | Clause:
After the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as either party may reasonably deem to be practical and necessary or advisable in order to consummate the transactions contemplated by this Agreement and to vest more fully in CLRI the owne... | Label: Further Assurances |
898452b3-7de3-4ecb-8382-535e076235dc | Clause:
Any notices, consents, agreements, elections, amendments, approvals and other communications provided for or permitted by this Agreement or otherwise relating to this Agreement shall be in writing and shall be deemed effectively given upon the earliest to occur of the following: (i) upon personal delivery to su... | Label: Notices |
0f5a76c5-1ed8-4f67-9b6c-6aaaaf1e9dcd | Clause:
The Company agrees to employ Executive, and Executive hereby accepts such employment and agrees to perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Employment |
38200b4b-4270-4c9e-8a7f-a81c2d5556a7 | Clause:
This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Holders, provided, however, that no consent shall be required in the event of a merger, consolidation, share exchange or similar business combination transaction in whic... | Label: Assignments |
50fb3723-f914-4901-ae66-7b461402b9fa | Clause:
The provisions of this Article X shall survive the 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, Authorizations, Base Salary, Benefits, Binding... | Label: Survival |
06b12272-1301-481c-85d9-7d98e8f4e4d5 | Clause:
(a) Each Loan Party and each European Borrower will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any Applicable Law, or which... | Label: Further Assurances |
3a0fda1c-c9da-4fd6-9e21-5c9c4cc306a2 | Clause:
Except for the litigation disclosed under the headings “Tax Related Matters” and “Asbestos-Related Matters” in IR Parent’s 2015 Form 10-K, there is no action, suit or proceeding pending against, or to the knowledge of IR Parent or any Borrower threatened against or affecting IR Parent, the Borrowers or any of t... | Label: Litigations |
1b5e4d94-d8ad-4cb2-b1c8-989104a579b4 | Clause:
In consideration of the Administrative Agent’s and the Lenders’ willingness to enter into this Agreement, each Borrower effective on the date hereof hereby waives, releases and forever discharges the Administrative Agent, the Lenders, Affiliates of the Lenders and each of their respective officers, employees, r... | Label: Releases |
acea3e72-7f13-4017-9929-ba94544552f6 | Clause:
Subject to the terms and conditions of this Agreement, upon the request of either the Seller or the Buyer, each of the Parties hereto will do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably requ... | Label: Further Assurances |
75015c6f-99f5-4b45-9282-d577cd40f521 | Clause:
Borrowers may request, convert or continue Loans, select interest rates, and transfer funds based on telephonic or e-mailed instructions to the Applicable Agent. Borrowers shall confirm each such request by prompt delivery to the Applicable Agent of a Notice of Borrowing or Notice of Conversion/Continuation, i... | Label: Notices |
f490c18d-2c8c-4330-b74b-7c1ffaa92a14 | Clause:
The Company has filed all material tax returns required to be filed, which returns are true and correct in all material respects, and the Company is not in default in the payment of any taxes, including penalties and interest, assessments, fees and other charges (“ Tax Penalties ”) shown thereon due or otherwis... | Label: Taxes |
ca455a81-4f67-45ce-8ef0-4f57d11e2178 | Clause:
At all times, both during the Executive’s employment with the Company and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose for his own benefit or the benefit of any other Person any such Confidential Information without the wr... | Label: Confidentiality |
389e4d1a-3ca8-4684-b999-8b8f492f5111 | Clause:
All notices, requests, directions and other communications required or permitted by any provision of this Agreement shall be in writing and in the English language and shall be sufficiently given or transmitted if delivered by hand or sent by email or facsimile and addressed (i) in the case of the Buyer, to Lou... | Label: Notices |
dcb153f0-9d89-450f-8bc1-18bfc2baeb70 | Clause:
Each Party shall cooperate with the other in completing any patent applications or obtaining any other Patent Rights relating to both Sole and Joint Inventions that will be owned by the other Party. Each Party shall also cooperate with the other in executing and delivering any instrument required to assign, con... | Label: Cooperation |
fbee6139-281b-485a-b129-463c7801b018 | Clause:
The NCLC Group have complied with all taxation laws in all jurisdictions in which it is subject to Taxation and has paid all material Taxes due and payable by it; no material claims are being asserted against it with respect to Taxes, which might, if such claims were successful, have a material adverse effect o... | Label: Payments |
7f617d4f-36da-4525-b9e2-4735f7ef300d | Clause:
Borrower acknowledges and agrees that as of the date hereof it has no offsets, defenses, causes of action, suits, damages, claims, or counterclaims against Lender, or its respective officers, directors, employees, attorneys, representatives, shareholders, predecessors, successors and assigns (collectively, the ... | Label: Releases |
964d7da3-1d39-4468-acff-6c4e02241b24 | Clause:
Interest accrued on each Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, at maturity, whether by acceleration or otherwise, and at the repayment in full of the Advance. Interest, Unused Fees, and all other fees shall be calculated for actual day... | Label: Interests |
ddd6ad93-e7e0-4aef-8dd9-2cf601bc19af | Clause:
This Third Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Counterparts |
60328f6e-09cd-4607-9733-e390409d4f4c | Clause:
During the Employment Period, Executive shall be eligible to participate in all retirement, compensation and employee benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other executives of the Company (except severance plans, policies, practices, or pro... | Label: Benefits |
f35a15c6-e554-4b5c-b8cf-faeae850379e | Clause:
Seller will, from time to time, execute and deliver, or cause to be executed and delivered, such additional instruments, notices, releases, certificates, powers of attorney, assurances, bills of sale, and other documents and do all such further acts, assignments, transfers and other things, as may reasonably be... | Label: Further Assurances |
2ad40fe1-b7d8-49d8-8aaa-5967acfe394e | Clause:
The headings of the various sections of this Agreement have been inserted for the purpose of convenience only, and those headings will not be deemed in any manner to modify, enlarge or restrict any of the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Headings |
57f791ed-b97f-4b69-9a50-2c3144238874 | Clause:
Section 4.19 of the Company Disclosure Schedule sets forth, as of the Execution Date, a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, directors’ and officers’ liability, fiduciary... | Label: Insurances |
affeb307-1124-4306-b4b8-2a1e2064a65d | Clause:
The Company and any Subsidiary is authorized to withhold from any Award granted, or any payment relating to an Award under this Plan, including from a distribution of Stock, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such ... | Label: Taxes |
fb874442-8d8a-473f-9b09-7c8e72f490bf | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated herein and therein do not and will not (i) violate any provision of the Certificate of Incorporation or Bylaws, (ii) conflict with, or constitute a default (or... | Label: No Conflicts |
efa93d3d-fb25-4479-8462-dfac9dda7932 | Clause:
Each Borrower and the transactions contemplated by the Loan Documents comply with the requirements of all laws (including, without limitation, the Securities Act and the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, state securities law and “Blue Sky” laws and... | Label: Compliance With Laws |
a45adb87-b8d0-4a1a-a234-8c97660be85a | Clause:
There is no law, regulation, rule, order or judgment, and no provision of any material agreement or instrument binding upon the Borrower or any Subsidiary, or affecting their properties, no provision of the certificate of incorporation or by-laws (or similar constitutive instruments) of the Borrower or any Subs... | Label: No Conflicts |
77ee452d-70b6-4352-a96b-0aa9a428db01 | Clause:
The respective agreements, representations, warranties, indemnities and other statements of the Company and the OP or any officer or representative of any of the Company and the OP and of JonesTrading set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless... | Label: Representations |
5a4b9580-3462-4d89-9274-0d393aca04c0 | Clause:
This Agreement may be modified, amended or supplemented only by written agreement executed by the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority,... | Label: Amendments |
2cb0397a-8fc1-461e-8bc1-195660e8f410 | Clause:
The Restricted Stock Units shall vest in ____ equal annual installments on each ______ beginning _________, ______; provided that (i) the Grantee remains continuously employed by the Company through each such applicable vesting date, and (ii) the Grantee has duly executed this Agreement prior to the first such ... | Label: Vesting |
86e07f8d-cbe4-4161-b994-86b494d24bbd | Clause:
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Transition Agreement, or the waiver by any party of any breach of this Transition Agreement, shall not prevent any su... | Label: Waivers |
6e8a5795-e26d-4efe-bbc9-5a0f56739598 | Clause:
The Company owns no registered Intellectual Property pertaining to the Radiopharmacy Business. Except as would not have a Material Adverse Effect, to Seller’s Knowledge: (i) the conduct of the Radiopharmacy Business as currently conducted, does not infringe, misappropriate, dilute or otherwise violate the Intel... | Label: Intellectual Property |
c93d398a-e9ba-4f8e-a3a9-11a41fb958c0 | Clause:
Each Buyer and each holder of the Shares shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any... | Label: Remedies |
98ad602e-da36-489f-95fc-4f86ff85b140 | Clause:
Each of the Transaction Documents required to be executed and delivered on or prior to the Closing Date has been duly executed and delivered by each of the Diamond Resorts Parties which is a party thereto and constitutes, and each other Transaction Document when executed and delivered by each Diamond Resorts Pa... | Label: Binding Effects |
019f670d-ae15-4d43-bfb4-5d1ad800641f | Clause:
Any claim or controversy arising out of, or relating to, this Agreement or its breach, shall be settled by arbitration in Palm Beach County, Florida in accordance with the governing rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court of competent jurisdict... | Label: Arbitration |
07bbf0cc-600d-43df-ac02-1d3374e94c8e | Clause:
All, but not less than all of the rights and obligations of the Ethanol Parties under this Agreement and any easements granted herein may be assigned upon written notice to ACEC, but without the prior written consent of ACEC to an entity owned or controlled by the Ethanol Parties or their parent company Pacific... | Label: Assignments |
f05fffef-a299-4ea1-9738-ec5bbdf7ca6d | Clause:
Executive acknowledges and agrees that all payments required to be paid to Executive and benefits to be provided to Executive may be paid or provided by the Company, its successor or any other Subsidiary of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Benefits |
19d64947-71da-42d6-88ca-dbe356d7c656 | Clause:
This Award of RSUs to Grantee and any obligation of the Company to issue Shares hereunder shall be subject to (a) all applicable federal, state, local and foreign laws, rules and regulations, and (b) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency ... | Label: Compliance With Laws |
c5183cc2-47f2-4d80-91fb-d2e16fc60d86 | Clause:
The authorized share capital of the Target consists of unlimited number of Target Shares. The number of issued and outstanding Target Shares, Target Options and Target Warrants as of the close of business on April 8, 2016 is set forth in Schedule (B) of the Target Disclosure Letter. Other than the Target Option... | Label: Capitalization |
3dd7a6fd-df33-4fa9-ad81-21a8da8b6637 | Clause:
This Agreement shall be binding upon you, your legal representatives, heirs, assigns, legatees and distributees, and upon the Company, its successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Successors |
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