id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
9215e009-eff7-4fcb-b0ba-411d963db68b | Clause:
Seller acknowledges that Buyer’s prospective assignee(s) is/are the subsidiary of a corporation that is or intends to qualify as a Real Estate Investment Trust and that, as such, it is subject to certain filing and reporting requirements in accordance with federal laws and regulations, including but not limited... | Label: Disclosures |
ee524174-0e99-416e-b983-7b1752c7c2c6 | Clause:
This Amendment shall become effective on the date (the “ Amendment No. 1 Effective Date ”) on which the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Parent, each Lender and the Administrative Agent.
Task: Classify this clause into ONE of these types (exa... | Label: Effectiveness |
eed9fcc5-bd57-47b6-9360-d52e925a121b | Clause:
(a) The Credit Agreement is hereby amended as of the Second Amendment Effective Date to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underl... | Label: Amendments |
f4de30a6-5674-4f0e-a89f-7a13774a78cf | Clause:
Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws and other applicable laws on the purchase or sale of securities by any person who has received material, non-public in... | Label: Confidentiality |
da7f2023-9f7e-475f-b154-f68363dbd1b8 | Clause:
The consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended June 30, 2015 heretofore delivered to the Lenders were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present the consolidated... | Label: Financial Statements |
75e9afa9-4ba2-44d3-b9da-4539634bac5e | Clause:
Having consulted with counsel, the Executive, on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “ Releasors ”) hereby irrevocably and unconditionally releases and forever dis... | Label: Releases |
943e0c77-96e1-4f53-b6a5-d44f4080338d | Clause:
Except for any filings as may be required by applicable federal securities laws, the execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (a) require any consent, approval, authorization or permit of, or filing with or notificat... | Label: No Conflicts |
eb94bad7-1bb3-49fa-967a-e5e1d94d73c2 | Clause:
The Executive shall have such duties and responsibilities of the Executive’s Position and such other duties and responsibilities that are reasonably consistent with the Executive’s Position as the Company may request from time to time and Executive shall perform such duties and carry out such responsibilities t... | Label: Duties |
5a281e53-edfb-46bf-9c66-07694bb0d322 | Clause:
This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces all other prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (ex... | Label: Entire Agreements |
9987e55e-4e48-4015-b4c0-4a35d20430c0 | Clause:
The Company hereby agrees to continue to employ Executive from and after the Effective Date, and Executive hereby agrees to such employment, on the terms and conditions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Employment |
9e8673de-1063-4157-bfd9-778f713dc460 | Clause:
This Agreement may be executed in one or more counterparts by original, facsimile or PDF signature, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding on the Parties notwithstanding that each of the Parties may have signed different counter... | Label: Counterparts |
7d9b4566-6372-415f-b1c3-ae8c7953214b | Clause:
During the Transition Period, the Executive will continue to receive his current base salary, to be eligible to participate in the health insurance, deferred compensation, and other benefit plans of the Company in which he is currently eligible to participate, and to receive the perquisites and other personal b... | Label: Benefits |
3539b200-70b3-4088-bcca-2e6eb819eee0 | Clause:
Shipper, Gatherer and CNNX agree and acknowledge that the Original Agreement is hereby amended and restated in its entirety and replaced and superseded by this Agreement effective for all purposes as of the Execution Date. CNNX hereby agrees and acknowledges that CNNX no longer has any interest in the Original ... | Label: Amendments |
1bbe3d1f-f599-4461-945b-ac61bdfb9689 | Clause:
This Agreement shall be in effect from the Effective Date and shall continue in effect until terminated pursuant to a Notice served by either Party in accordance with Section (the “Term”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Terms |
03acabdc-94b3-4ed5-af37-7147960ea49a | Clause:
Signatures to this Agreement transmitted by facsimile, telecopy or portable document format (.pdf) shall be binding on the Party transmitting such signatures and such Party shall not use as a defense against the enforceability of this Agreement the fact that such signature so transmitted is not original. This ... | Label: Counterparts |
da8907c1-1bfd-4257-9b1f-9182b8af3993 | Clause:
Executive acknowledges that the Agreement (including this Waiver and General Release) will not take effect until the seven (7) day revocation period has expired without the Agreement having been revoked. As a result, until the Agreement (including this Waiver and General Release) becomes irrevocable, the Compan... | Label: Effective Dates |
814291c0-2c8b-4abd-b909-ae0de5d55254 | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance ... | Label: Insurances |
ae7d2adb-4459-4868-95c5-d96bd7da4bb3 | Clause:
Except as set forth below, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Transaction Documents and the transactions contemplated thereby shall be paid by the party incurring such costs and expenses; provided that promptly... | Label: Expenses |
ae7a7a5b-aed2-477e-94ba-b18a21631074 | Clause:
In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between... | Label: Participations |
21d4eb29-5673-4957-915c-3f9a1f48534d | Clause:
You will be indemnified pursuant to an indemnification agreement that you will enter into with SpinCo that is expected to contain provisions similar to the indemnification agreement you currently have with Biogen.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Indemnifications |
4c85a3fe-fa2d-4701-bb1e-85dbcccb93c3 | Clause:
If and to the extent requested by the Company or any of its subsidiaries, 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 with the Company and its ... | Label: Cooperation |
04fb537f-6500-43d2-83e9-5457ecd64111 | Clause:
This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. The exchange of copies of this Amendment and of signature pages by facsimile or .pdf via email transmission shall constitute effecti... | Label: Counterparts |
36609d95-2bc6-4e1f-8d89-0cdd6b07ecc8 | Clause:
No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party or parties against whom enforcem... | Label: Modifications |
10bbaea7-fb90-455c-ae85-95101b552545 | Clause:
Schmidt and Diffusion agree that they have participated jointly in the negotiation and drafting of this Agreement and that in the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof s... | Label: Construction |
7140a88f-85ae-4d5b-8975-5ccde3903d49 | Clause:
Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the earlier of the date that is (i) the last calendar day of the month in which the Buyer receives a final report from ... | Label: Survival |
6febdac3-1b59-42c2-9ad6-79be74f98de3 | Clause:
The Parent and the Borrower will, and will cause each of the Borrower’s Subsidiaries to, maintain with financially sound and reputable insurance companies insurance on a material portion of their Property in such amounts and covering such risks as is consistent with sound business practice, or as otherwise prov... | Label: Insurances |
6c77d162-7f56-444e-a0a2-b0e7a7a249c0 | Clause:
This Amendment is entered into by the parties on the date first above written to be effective as of such date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Effective Dates |
9de7cc6c-6ec2-433b-9d86-10e84f2c8413 | Clause:
Each Obligor will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business except to the extent failure to maintain or preserve could not reasonably be... | Label: Existence |
00869ae2-4253-412e-be6c-d7f84242da78 | Clause:
For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and together shall constitute and be one and the same instrument.
Task: Classify this clause into... | Label: Counterparts |
d5c755f0-dc10-4de5-b21c-7d71266d30fe | Clause:
Each of the parties will use reasonable efforts to take or cause to be taken all actions and to do or cause to be done, as soon as possible, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other transactions contemplated by this Agreement. In the even... | Label: Further Assurances |
885f03ab-2fc0-4a60-bd4e-d3b937561606 | Clause:
The Revolving Credit Loans shall be used solely for (i) the Loan Parties’ general operating capital needs and general corporate purposes in a manner consistent with the provisions of this Agreement and all Applicable Law, and (ii) other purposes permitted under this Agreement.
Task: Classify this clause into O... | Label: Use Of Proceeds |
4a18018c-5e21-4b4d-b8f8-2cce2df964f2 | Clause:
Should the Company fail to require strict compliance with any term or condition of this Agreement, such failure shall not be deemed a waiver of such terms or conditions, nor shall the Party’s failure to enforce any right it may have preclude it from thereafter enforcing its rights under this Agreement.
Task: C... | Label: No Waivers |
3bba145b-f2f0-4180-806f-283c32ecad1b | Clause:
Upon the vesting of the Awarded Shares under the terms of this Award Agreement, you (or your estate or beneficiary in the event of your death) must remit to the Company an amount equal to the Company’s federal, state and local tax withholding obligation applicable thereto or, alternatively, instruct the Committ... | Label: Tax Withholdings |
0fdd1d94-fd34-48d1-bf1b-c97c0372c5de | Clause:
There is no Proceeding pending or, to the Knowledge of the Buyer, threatened or anticipated against the Buyer relating to or affecting the Transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Litigations |
0743d5e3-2aeb-4bac-8725-ccda08d2684f | Clause:
After giving effect to the transactions contemplated hereby, (a) each of the Loan Parties is solvent and is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, and (b) the fair saleable value of each Loan Party’s assets, meas... | Label: Solvency |
d203d51a-aedd-42cc-82a7-5d92170aef42 | Clause:
Upon the lapsing of each installment of the Restricted Period the Restricted Unit Award will settle, not later than the 30th day following the date on which the lapse of the Restricted Period occurs with respect to any Restricted Stock Units, in a like number shares of the Common Stock, par value $0.01 per shar... | Label: Payments |
3cf64c98-7b36-43bc-b877-8bcab2a45590 | Clause:
The arbitral tribunal is authorized to award costs of the arbitration in its award, including: (a) the fees and expenses of the arbitrators; (b) the costs of assistance required by the tribunal, including its Experts; (c) the fees and expenses of the administrator; (d) the reasonable costs for legal representat... | Label: Costs |
8e879936-ef58-448a-8b2c-e46b4daf55c1 | Clause:
The Company and its Subsidiaries, taken as a whole, and, with respect to patents and patent rights, subject to the knowledge of the Company, own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights... | Label: Intellectual Property |
de6a1256-f423-4a63-9310-7861384085be | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Companies shall be given to them at Extended Stay America, Inc., 11525 N. Community House Road, Suite 10... | Label: Notices |
d8d965fb-e97b-4936-b758-45abefe77e99 | Clause:
The Committee will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not an... | Label: Authority |
498b807b-280e-48bb-954d-046f114b8860 | Clause:
The parties agree that irreparable damage would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its terms or otherwise breach such provisions. Accordingly, prior to any termination of this Agreement pursuant to Section 4, the parties acknowledge and ... | Label: Enforcements |
4d4fe7f1-448c-4138-8e3d-0a46e5999857 | Clause:
The Company shall be entitled to withhold from any payments made under this Plan any amount of withholding it determines is appropriate or necessary pursuant to applicable law and the Company’s payroll practices.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Withholdings |
f82faf90-6130-4d1d-ac11-275ac2e6acf8 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the exe... | Label: Confidentiality |
b505d75a-6b23-4279-a4f6-751cec3663dc | Clause:
The delay or failure of a Party to insist upon strict performance of any of the terms and conditions of this Agreement by the other Party shall not constitute a waiver of any of the provisions hereof and no waiver by a Party of any of said terms and conditions shall be deemed to have been made unless expressed ... | Label: Waivers |
c2d5496e-100d-443e-aad3-eed9658fb729 | Clause:
The Company has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries 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 |
0f268528-4426-4f5f-a3fa-2f12e13c719e | Clause:
Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid, to Glenn’s residence (as noted in the Company’s records), or to the Company’s principa... | Label: Notices |
8a6486eb-c866-4a52-a086-ffbd9da57749 | Clause:
Each Group Member has filed or caused to be filed all Federal, material state and other Tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes imposed on it or any of its proper... | Label: Taxes |
f616e12f-8271-4127-bc55-e2868226c64c | Clause:
(a) The unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Verso Corporation and its consolidated subsidiaries for the fiscal quarter ended March 31, 2016, and (b) the audited consolidated balance sheets and statements of income, stockholders’ equity, ... | Label: Financial Statements |
db0a3025-fa4e-4f90-b4c0-288ae47e3d10 | Clause:
Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the same meaning ascribed to such terms in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Definitions |
a0b9c4c9-7ca1-429a-8c69-cdb42c05bd1a | Clause:
The Seller has full power, in accordance with law, to execute and perform this Agreement and each other document, instrument or agreement required to be delivered hereby, including but not limited to the REPA and MSA (collectively the "Ancillary Agreements"), subject to the Seller obtaining the consents specifi... | Label: Authority |
22ce767a-8095-4b51-bc42-8a3b5b32eee8 | Clause:
All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the... | Label: Governing Laws |
088e4773-aa9f-4844-a69e-cc587af57de8 | Clause:
The Chief Executive Officer, President, if any, and Vice Presidents shall have such powers and shall perform such duties as shall have been assigned to them from time to time by the Manager. The Secretary shall give, or cause to be given, notice of all meetings, and all other notices required by law or by this ... | Label: Powers |
7b2c907c-a1e2-4496-9a2c-cd217d9fcabe | Clause:
The Company and the Investor agree to execute and deliver such documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these t... | Label: Further Assurances |
a48e392d-3428-41c8-a850-d1e4df23a16b | Clause:
All amounts that are not paid by Company when due will accrue interest from the date due until paid at a rate equal to [**] percent ([**]%) per month (or the maximum allowed by law, if lower).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Interests |
cc06c492-9e19-40c4-a64b-4d3d69d9780b | Clause:
The term of the Lease has been extended to October 31, 2028. The Lease may be extended for two (2) further consecutive periods of five (5) years, each, as set forth in the Seventh Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Terms |
0bd86e77-9b7b-417b-9744-d2314f112800 | Clause:
Each of the Credit Parties has filed or caused to be filed when due all federal tax returns or extensions and all state and local tax returns or extensions that are required to be filed, and has paid or caused to be paid all Taxes as shown on said returns or any assessment received. The filed returns accurately... | Label: Taxes |
6488ef79-0816-4b21-9a8b-66b00af070ac | Clause:
The Administrative Agent shall have received (i) evidence in form and substance reasonably satisfactory to it that all of the insurance-related requirements of Section 7.5 hereof and Section 5(q) of the U.S. Security Agreement and Section 5(p) of the Canadian Security Agreement, as applicable, shall have been s... | Label: Insurances |
0b26282c-4d81-4b8c-adc4-e4c9ec765d0e | Clause:
The costs and expenses incurred by the Parties in connection with defense of any claim described in Section 6.4.1 shall be [***], unless otherwise agreed in writing by the Parties. For clarity, this Section 6.4.2 is intended to address [***], and if as a result of any such defense of such claim in the [***] Ter... | Label: Costs |
025a21cb-7db2-49c8-8171-4344b89ada96 | Clause:
The Borrower will obtain (or cause to be obtained) all such governmental licenses, authorizations, consents, permits and approvals as may be required for (a) the Borrower to perform its obligations under this Agreement and the other Loan Documents to which it is a party and (b) except to the extent that failure... | Label: Approvals |
8ed4337d-af5e-4922-bf4e-0a17f1562933 | Clause:
To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civi... | Label: Indemnifications |
a7bd3917-0540-4962-8f72-b3e2bf2c6a7c | Clause:
This Plan and all provisions thereof shall be construed and administered according to the laws of the State of New York without giving effect to the principle of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Governing Laws |
c48faff8-3af7-4595-a947-8dc27aa35b7d | Clause:
Except as set forth in Section 2.05 of the Seller Disclosure Letter, (a) there is no, and since January 1, 2013 there has not been any, Action pending against Seller or any of its Subsidiaries, or, to the Knowledge of Seller, threatened against Seller or any of its Subsidiaries relating to or affecting the Foxt... | Label: Litigations |
5aa32888-a433-4715-9e19-b327e416f59b | Clause:
In the event there are any changes in the Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution... | Label: Adjustments |
3de843b3-ae4d-4df8-8490-b2cfe0ce336e | Clause:
This Guaranty shall be treated as confidential and is being provided to the Beneficiary solely in connection with the Transaction. This Guaranty may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the Guarantor.
Task: Classify this clause into ... | Label: Confidentiality |
0339f6a3-ea75-45d9-9f2c-38d13845c789 | Clause:
To the maximum extent permitted by law, any dispute between the parties, including but not limited to those arising out of, or relating to, this Agreement, shall be exclusively decided by binding arbitration in accordance with the terms of the Mutual Agreement to Arbitrate Claims, which is attached as Exhibit B... | Label: Arbitration |
660543ef-ff8f-46dc-b447-76881b90c9a1 | Clause:
In the Event of Default, the non-breaching Member may terminate this Agreement by delivering written notice to the breaching Member.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Terminations |
2eab9266-1c05-498b-9a89-499885ee570a | Clause:
The Party having the right to initiate any infringement suit or defend a Defensive Action under Section 9.3.2 (the “ Controlling Party ”) will have the sole and exclusive right to select counsel for and control any such suit or Defensive Action. The expenses of the suit or the Defensive Action, including attorn... | Label: Expenses |
50f9f53e-82a2-4275-8a27-cc87596501ac | Clause:
This Sublease may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signature copies may be detached from the counterparts and attached to a single copy of this Sublease physically to form one document. A fac... | Label: Counterparts |
414d29db-2411-4b2d-95e0-01ea3973e89b | Clause:
In case any one or more of the provisions contained in this Agreement is, for any reason, held invalid in any respect, such invalidity shall not affect the validity of any other provision of this Agreement. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Ag... | Label: Severability |
fb039a87-f71e-47fd-a41a-8ed2d5e76800 | Clause:
This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, including via facsimile transmission or other electronic transmission capable of authentication, each of which when so executed and delivered shall be an original, but all of which shall togeth... | Label: Counterparts |
22218fd5-8707-42b2-a92f-6a3fa0a321cb | Clause:
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties... | Label: Counterparts |
cf9cfe2d-3d4d-4a63-b745-347854374a15 | Clause:
If a party waives any of its rights on any one or more occasions it will not be deemed to be a waiver of that party’s rights on any other occasion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Waivers |
e47d9f9f-5f83-462f-8f00-73e565d3d2b2 | Clause:
This Agreement along with the Investor Questionnaire attached hereto constitutes the entire agreement and supersedes all prior agreements, understandings and representations and warranties, both written and oral, among the parties hereto with respect to the subject matter hereof. Notwithstanding anything in thi... | Label: Entire Agreements |
9c716dcf-888a-4c4e-ac97-b88056535cc9 | Clause:
The rights and obligations of the parties under the provisions of this Agreement (including without limitation Section 7 shall survive, and remaining binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement the termination of Executive’s Employment hereunder or othe... | Label: Survival |
1bb26ebf-2db2-41cd-88d2-1b00ec6d4e66 | Clause:
From time to time and without additional consideration, each Stockholder shall execute and deliver, or cause to be executed and delivered, such additional instruments, and shall take such further actions, as the Company may reasonably request for the purpose of carrying out the intent of this Agreement.
Task: ... | Label: Further Assurances |
68026e9a-d53f-4353-afe0-d67dcdf4dc96 | Clause:
All laws, rules, and regulations of any jurisdiction applicable to any Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Anti-Corruption Laws |
23fe330c-4c0d-4780-ab53-8029b550686a | Clause:
The Holding Company, the Borrower and the ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and have not i... | Label: Erisa |
e4cd7063-08f2-4887-8424-8b497583e538 | Clause:
Notwithstanding any other provision of this Agreement, in the event of a Change in Control, the vesting and payment of the Option shall be governed by the provisions of the Plan regarding a Change in Control, which are incorporated herein by reference.
Task: Classify this clause into ONE of these types (exactl... | Label: Change In Control |
7950ff33-582b-43ac-9476-ee8eaf25a4e4 | Clause:
All of the representations and warranties set forth in Section 6.01 shall survive until all of Borrower’s Obligations are paid and satisfied in full and all offsets, defenses or counterclaims that Borrower has or may claim to have, have been released or discharged.
Task: Classify this clause into ONE of these ... | Label: Survival |
3188299f-84d6-43e7-a83a-5af25eb3548b | Clause:
The Plan, as amended and restated, will be effective as of the date (the “Effective Date”) that it is approved by the Board of Directors, subject to approval by Huron’s stockholders. The Plan shall be unlimited in duration and, in the event of Plan termination, shall remain in effect as long as any shares of Co... | Label: Effective Dates |
6fc2d7eb-7113-4a2b-ba6b-0e732edd9692 | Clause:
Consultant or the Bank may terminate this Agreement prior to the expiration of its term on 30 days written notice; provided, however, that this Agreement shall be terminated immediately in the event of Consultant’s death. Any amounts due under this Agreement shall be paid promptly upon any such termination. The... | Label: Terminations |
2aaf8cb8-7132-4fe4-9caa-b86880de263f | Clause:
If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect under any applicable Law, as a matter of public policy or on any other grounds, the validity, legality and enforceability of all other terms and provisions of this Agreement will not in any way be affected or imp... | Label: Severability |
f774e79a-0060-4d22-82c8-f656ed3df64f | Clause:
This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Partnership does business. If any provision of this Agreement, or the application thereof to any person or circumstance, sh... | Label: Severability |
f53541c0-44be-46c1-a1a3-350aafb57321 | Clause:
The headings and subheadings contained in the titling of this Second Amendment and the schedules and exhibits hereto are intended to be used for convenience only and shall not be deemed to be part of, or affect the interpretation of, the provisions hereof or thereof.
Task: Classify this clause into ONE of thes... | Label: Headings |
a44b0691-1889-4cb7-9b15-6d72c72fea26 | Clause:
Awards granted under this Program shall be granted pursuant to the Plan, and any terms or conditions not addressed by this Program shall be governed by the terms of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Construction |
f67e32e8-451b-4f53-aa97-d03a14837435 | Clause:
Each Borrower will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension period all material governmental assessments and Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchi... | Label: Taxes |
85d55d5f-0adb-4194-bd80-c374ff3c4e62 | Clause:
The Borrower and each Guarantor will (a) keep, and cause each of their respective Subsidiaries to keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes (including income taxes... | Label: Records |
c0722c01-7072-44d8-9617-bb1366515d17 | Clause:
The “ Term ” of this Lease is the Initial Term plus all Renewal Terms, and a “ Lease Year ” is the twelve month period commencing on January 1 of each year of the Term; provided, however, the first Lease Year shall commence on December 20, 2013 and end on December 31, 2014. The “Initial Term” commences on Decem... | Label: Terms |
265ba6c9-badc-408c-9a1d-8f8855c83edb | Clause:
Commencing on June 20, 2016 (the “Commencement Date”), the Company hereby employs Executive, and Executive agrees to serve as the Company’s Chief Financial Officer, reporting to the Company’s Chief Executive Officer. Executive agrees to devote Executive’s full business time and attention and best efforts to the... | Label: Employment |
638fa111-2d42-46b4-ae3f-b792e4ca1803 | Clause:
Borrower is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Borrower or the Property, or Borrower’s business, properties or assets, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the perf... | Label: Agreements |
80ee2989-5273-46b4-a29b-b5603bd222e5 | Clause:
The provisions of this Agreement may be changed only by a written agreement signed by authorized representatives of both Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Amendments |
ea1de20f-de75-4c33-998e-95790c688176 | Clause:
This Agreement shall be construed and interpreted in accordance with the internal substantive laws of the State of California, without regard to its conflicts of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
d222ab24-5dda-4975-b688-11537682c41f | Clause:
Each Party hereto shall be responsible for any and all taxes levied on such Party as a result of the performance of each Party’s respective activities under this Agreement. To the extent any withholding taxes apply to any payment, such payment shall be made net of such withholding tax. The Parties shall coopera... | Label: Taxes |
37d0be4f-cc1e-4cf1-92a1-3a59ee34b4f3 | Clause:
This Agreement, despite its date, shall not become effective, and the Lenders shall have no obligation to make Loans and the Issuing Lender shall have no obligation to issue Letters of Credit hereunder, until the date on which the last of the following conditions precedent have been satisfied (or such condition... | Label: Effective Dates |
f851b2c9-e519-40d8-9333-7607cb20207a | Clause:
Any representations or warranties made by Seller to the Approved Takeout Investor upon final sale of the Mortgage Loan are hereby incorporated into this Agreement, and Seller is deemed to make the same representations and warranties to Buyer, as if such representations and warranties were fully set forth herein... | Label: Representations |
1c69b969-650d-4377-b436-ecd9a428d585 | Clause:
The Company shall, at its expense and at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent or any Secured Party may reasonably request in order (i) to perfect and protect ... | Label: Further Assurances |
5c6470f1-ce3f-439a-96d7-9fc0e2718435 | Clause:
The principal amounts of the Restatement Effective Date Term Loans shall be repaid in consecutive quarterly installments (each, an “ Installment ”) on each Payment Date, commencing March 31, 2017, based on an amortization schedule, as set forth in Schedule 2.09 as such Schedule may be supplemented or increased ... | Label: Payments |
8e4b825a-cb1f-421d-a4cc-11067038947f | Clause:
THE BORROWER INDEMNIFIES EACH LENDER , THE ISSUING LENDER , AND THE ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF INDEMNIFIED TAXES OR OTHER TAXES (INCLUDING , WITHOUT LIMITATION , ANY INDEMNIFIED TAXES OR OTHER TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 2.14) PAID BY SUCH LENDER , TH... | Label: Indemnifications |
991ec18c-9327-4f99-9d7e-7f8d31452d50 | Clause:
The Purchasers shall have received copies of all consents, approvals, authorizations, orders, registrations and qualifications set forth in Schedule 5.8 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Consents |
6a0cd0f8-c8c7-4138-91cd-5213231e8c2a | Clause:
Each Loan Document constitutes or, when executed and delivered, will constitute a legal, valid and binding obligation of each Credit Party party thereto, enforceable in accordance with its terms (subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar law... | Label: Enforceability |
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