id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
93c865ff-a54d-4d05-b165-2bc0aaeb445b | Clause:
During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the twelve-mont... | Label: Base Salary |
f9fe18a5-667b-418a-a8e2-1287617e365c | Clause:
All notices, consents , and other communications hereunder shall be in writing and shall be deemed to have been duly given either (A) upon delivery when delivered personally, (B) three (3) days after having been sent by certified mail return , receipt requested with postage prepaid, or (C) upon transmission by ... | Label: Notices |
114a9013-b450-4e69-9766-a93a20008c06 | Clause:
If Executive's employment is terminated due to death of Executive at any time after the one year anniversary of the Effective Date, Executive's estate or beneficiary(ies), as the case may be, shall be entitled to a lump payment in an amount equal to the Severance Payment, the Prior Bonus Payment and Expense Rei... | Label: Death |
eef612b3-0454-4f65-8f4e-6c9f2188f76a | Clause:
AFIV is a limited liability company duly organized and existing in good standing in the State of Delaware.
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: Organizations |
a483d66d-ca0c-4e07-845c-2976bcc09721 | Clause:
Notwithstanding this amendment and restatement of the Existing Guaranty Agreement, (i) all of the indebtedness, liabilities and obligations owing by the Guarantor or any other Person under the Existing Guaranty Agreement shall continue as obligations hereunder, as amended hereby, and shall continue as obligatio... | Label: Amendments |
4f6a3c33-ec20-42a8-ba6c-1a1785a89f18 | Clause:
The Executive agrees that any breach of the terms of this Section 10 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. The Executive therefore also agrees that in the event of said breach or any threat of such a breach, the Company shall be... | Label: Remedies |
fb9f1203-19f4-4e31-94fb-9f4738d6b49e | Clause:
Notwithstanding any provision of this Agreement to the contrary, if a Change in Control (as defined in the Change in Control Agreement dated November 13, 2015 between the Executive and the Company) occurs prior to the Termination Date, this Agreement shall be null and void ab initio .
Task: Classify this claus... | Label: Change In Control |
0844fce0-5eff-494d-9779-3c6491499cb2 | Clause:
EACH PARTY HEREBY (a) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (b) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY R... | Label: Waiver Of Jury Trials |
b0a2ab46-62e9-45ce-a403-3b09de0f18c9 | Clause:
Each Disclosed Contract is enforceable against each party to such Disclosed Contract, and is in full force and effect, and, subject to obtaining any necessary consents disclosed in Schedule 3.4 , will continue to be so enforceable and in full force and effect on identical terms following the consummation of the... | Label: Enforceability |
8103aea9-c4b6-4935-83bc-1129171fad4d | Clause:
(a) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan from the date the proceeds thereof are made available to the Borrower until the maturity (whether by acceleration or otherwise) of such Loan at the Fixed Rate or if an election is made by the Borrower to elect the Fl... | Label: Interests |
8e4f3b4f-41a5-49b4-b6f2-67159bb233d3 | Clause:
The representations and warranties of the Company and the Buyer(s) contained in Sections 2 and 3 shall survive the Closing for a period of twelve (12) months following the date on which all of the Notes are repaid in full. The covenants contained in Sections 4 and 7 shall survive for the maximum period permitte... | Label: Survival |
ad825a3f-7789-47bb-91df-663e2b238fb0 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights ... | Label: Participations |
775b7f53-04d3-467b-b372-b6963dae71ea | Clause:
If any provision in this Retirement Agreement is for any reason held to be unenforceable, it will not affect the enforceability of the remaining provisions and the remaining provisions will be enforced to the extent permitted by law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Severability |
f725d31b-d0ef-42fa-9079-ce31370e6a10 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
1eda6b72-6039-4c4a-867a-8d7ef07a81be | Clause:
This Agreement and the Collaboration Agreement and the documents, schedules and exhibits referred to herein or therein constitute the entire agreement between the parties and supersede all prior communications, representations, understandings and agreements of the parties with respect to the subject matter her... | Label: Entire Agreements |
d660b962-0bad-4f3e-b032-d55ea776a2b1 | Clause:
This Section 4 shall terminate upon the closing of an IPO.
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: Terminations |
66c516da-57fc-4109-9a28-9d4cff2888c5 | Clause:
The Separation Pay payable to a Participant in the event of the Participant’s Qualifying Termination shall be paid over the 12-month period following the Qualifying Termination in accordance with the Company’s usual payroll practices, less the amount of applicable federal, state and local income and employment ... | Label: Tax Withholdings |
7fd0b37d-27e1-46e9-abc3-454c4e0523d6 | Clause:
As used in the Agreement, the Appendices and the Award Communication, the following terms will have the respective meanings set forth below, and other capitalized terms used in the Agreement, the Appendices or the Award Communication will have the respective meanings given such capitalized terms in the Agreemen... | Label: Definitions |
5b60db44-8b08-4cd3-a8e8-1809be370bf7 | Clause:
Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reaso... | Label: Notices |
b6c271d3-4118-4203-8fd8-c4bbc92e0cb6 | Clause:
All notices by the Participant or the Participant’s successors or permitted assigns shall be addressed to ReWalk Robotics Ltd., Kochav Yokneam Building, Floor 6, P.O. Box 161, Yokneam Ilit 20692 Israel, Attention: [Chief Financial Officer], or such other address as the Company may from time to time specify. All... | Label: Notices |
372df761-090b-45b3-af38-ec52f102a0db | Clause:
During the term of this Agreement and for [***] thereafter, Institution shall maintain insurance with a reputable insurance provider in the amount of [***] dollars per occurrence/[***] dollars in the aggregate with a [***] dollar umbrella, to cover its indemnification obligations hereunder. Upon Company’s reque... | Label: Insurances |
29816af7-181d-4747-b123-e13fc9f7b11d | Clause:
Notices or other communications required to be given by any Party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or prepaid mail or by a recognized courier service or by facsimile transmission to the relevant address of each Party as set fo... | Label: Notices |
71d6cba1-b9b6-4cb3-abf8-affc63f867de | Clause:
It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or perman... | Label: Specific Performance |
3c0c9722-9cf7-4d4a-91c6-645a767278c8 | Clause:
Guarantors waive diligence, presentment, protest, notice of dishonor, notice of default by Indemnitor, demand for payment, extension of time for payment, notice of acceptance of this Guaranty, and indulgences and notices of every kind. Guarantors waive any rights of subrogation, indemnity, reimbursement, and co... | Label: Waivers |
5ce5f438-0ebd-45ba-a1d2-7e7ba660a7ec | Clause:
For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) each Extension of Credit hereunder as not qualifying as a “grandfathe... | Label: Amendments |
f279fc91-0d2f-439f-a770-f2159bcd7926 | Clause:
The Borrower will, and will cause each of its Restricted Subsidiaries to (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, (b) maintain, with financially sound and reputable insurance companies or in accordance with a... | Label: Insurances |
538ee633-027b-4d86-b271-75e21f667e6b | Clause:
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation ... | Label: Construction |
20b16577-716d-45eb-8774-a009c1ffc80b | Clause:
Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships an... | Label: Subsidiaries |
6b432c17-d43a-465d-aebc-27280d0db73a | Clause:
The parties intend that all payments or benefits payable under the Agreement will not be subject to the additional tax imposed by Section 409A, and the provisions of the Agreement shall be construed and administered consistent with such intent. To the extent such potential payments could become subject to Secti... | Label: Interpretations |
b2e87ae0-4ead-4eea-a5b3-02b535b37b35 | Clause:
Beginning on the Effective Date, the Executive will serve as President and Chief Executive Officer of DeVry Group and will have the normal duties, responsibilities and authority of those positions, subject to the power of the Board to expand the Executive’s authority; provided , however , at all times, the Exec... | Label: Titles |
ad31cf31-bea9-462e-82e0-d2347995bfbf | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MA... | Label: Governing Laws |
fa103dd3-ec62-4200-bfb7-7e22f0db3b66 | Clause:
For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the contex... | Label: Interpretations |
50fb96dc-3e99-4cf5-a98e-16bf0b402fc5 | Clause:
The receipt of the Severance Payment or other benefits pursuant to this Section 6 will be subject to Executive signing and not revoking a release of claims agreement in a form prescribed by the Company, and such release becoming effective and irrevocable within thirty-five (35) days of Executive’s termination. ... | Label: Releases |
2223f7b9-8893-42f2-bd36-b79e8dddd657 | Clause:
This Agreement amends and restates the Second Amended Partnership Agreement and contains all of the understandings and agreements between and among the Partners with respect to the subject matter of this Agreement and the rights, interests and obligations of the Partners with respect to the Partnership.
Task: ... | Label: Entire Agreements |
80c805a2-8082-4200-b948-42fd50e0ebfd | Clause:
The Partnership and the Holder agree (a) the Warrant is properly treated, for U.S. federal income tax purposes, as a noncompensatory option (as defined in U.S. Treasury regulation section 1.721-2(f)); (b) the Warrant will not be treated as exercised, for U.S. federal income tax purposes, upon issuance and, thus... | Label: Taxes |
e8a83473-6e79-4bd9-b119-192b9d0609fc | Clause:
This Agreement and the Stockholder’s and Registration Rights Agreement dated as of the date hereof by and between CS&L and AP constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, bet... | Label: Entire Agreements |
a0bea7b4-daed-4ad9-961d-28bc4905796e | Clause:
Any claim or controversy arising out of or relating to this Agreement shall be submitted to arbitration in accordance with the arbitration provision set forth in the Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Arbitration |
6554e4b0-dd7b-44b2-8135-bc4ee3a2378e | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York , without reference to the principles of conflict of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Governing Laws |
5e010078-a9ae-4aa9-82a2-be72872c4396 | Clause:
Unless otherwise indicated herein, capitalized terms used and not otherwise defined in this Amendment are defined in (or by reference in) the Receivables Financing Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Definitions |
c583fd55-2925-41b5-87c1-efa34f215731 | Clause:
No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Agent pursuant to this Agreement or as are permitted by the Credit Agreement. No Person other than the Agent has Control or... | Label: Titles |
8d2c84d2-9ccd-4e13-b483-80646e228d60 | Clause:
This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and all such counterparts constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN... | Label: Counterparts |
b243f976-2625-4e12-b7df-750203692132 | Clause:
There are no actions, suits, claims, investigations or other legal proceedings pending or, to the Mesteña Entities’ knowledge, threatened against any of the Sellers or their Affiliates or the Acquired Companies which, if determined adversely, may result in a Material Adverse Effect.
Task: Classify this clause ... | Label: Litigations |
4f54b08d-4d98-49b2-a6db-db7c2761ecfa | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Agreement by telecopy or other secure electronic forma (.pdf) shall be effecti... | Label: Counterparts |
2d8f2dbb-2c86-4e6f-ac9a-7799d236216e | Clause:
Assignor hereby transfers, sells, conveys and assigns to Assignee all of Assignor’s right, title, and interest in and to the Membership Interests.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Assignments |
c8f3f3aa-4531-4bfb-ba5d-42f83213a77f | Clause:
No amendment or waiver of any provision of this Guaranty and no consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Required Lenders, and then such waiver or consent shall be effective only in the ... | Label: Amendments |
968d5b0a-5499-4d59-b591-aa6f0d365b11 | Clause:
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Employee at the last address the Employee has filed in writing with the Bank, or to the Bank at its ma... | Label: Notices |
d3f5bd51-5763-45ba-ae0e-b50172037b3c | Clause:
Fiserv has implemented and shall maintain an information security program that is designed to meet the following objectives as required by the GLB Interagency Guidelines Establishing Information Security Standards designed to meet the following objectives: (i) protect the security and confidentiality of custome... | Label: General |
7a137aca-bac1-46d7-a1d8-98b9a9f95af0 | Clause:
Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal execu... | Label: Notices |
b071e754-e588-406e-aa9a-ad97f157ef77 | Clause:
Except as set forth on Schedule 3.1(p) , 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 limi... | Label: Insurances |
414d6c52-4cf1-41f5-b78c-e3cbc5b5b02c | Clause:
This Article IV shall survive the Closing as well as the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Ba... | Label: Survival |
a042b2ba-eec9-4715-ac05-bf07469c6e0d | Clause:
With respect to Taxes, all material Tax Returns Related to the Business required to have been filed by or with respect to the Seller have been filed, and all Taxes Related to the Business shown as due on such Tax Returns have been paid. The Seller has withheld and paid all material Taxes Related to the Busines... | Label: Taxes |
b328944a-c09a-4769-af67-c105c22fa8bf | Clause:
Allow the amendment or modification of its Organizational Documents in any material respect without the prior written consent of the Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Amendments |
f37a4cf2-14fb-4837-afa9-84288ba90091 | Clause:
The Company will, upon substantiation thereof, reimburse Employee for all reasonable expenses of types authorized by the Board of Directors of the Company in the ordinary course of business and incurred by the Employee in connection with the Company’s business affairs. The Employee must regularly submit, for ap... | Label: Expenses |
d09e71ff-53f6-418c-a87e-1342bac9b82e | Clause:
This Agreement may be executed by facsimile signature and/or in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Counterparts |
6a4277ec-c2bd-45ea-ad91-24b719368bbe | Clause:
The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), in the amount of its pro rata share (based on its Loans hereunder) (determined at the time such indemnity is sought), from and against an... | Label: Indemnifications |
d439a160-8031-4760-bcfd-fb0ece7d0222 | Clause:
Except as set forth on Schedule 3.1(j) , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties, or against or affecting the Company’s curre... | Label: Litigations |
19ad8c1a-ed17-47e3-bd34-56d75ce8e107 | Clause:
By entering into this Agreement, no Party in any way implies that it is waiving any property rights it has in its Trademarks or any other intellectual property belonging to it or its Affiliates, including but not limited to rights accruing by virtue of applicable federal, state, or common law protections for co... | Label: No Waivers |
e3145d19-2180-470c-ab89-d636e78fabcf | Clause:
Employee shall not at any time make, encourage or support, any false, misleading or disparaging statements about the Company, including its products, board of directors, management, employees, and/or customers.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Non-Disparagement |
086ccb50-bb1b-479d-bead-b97232860f90 | Clause:
The number of Shares earned as determined under the Performance Schedule will be paid to you only if you become vested in the Shares. You will become vested in the Shares on the Vesting Date provided you do not have a Termination of Affiliation prior to the Vesting Date except as otherwise provided in paragraph... | Label: Vesting |
11b545c1-4ca6-4aab-a19c-cd64442f82c9 | Clause:
In connection with each Service, each Recipient shall pay to the Provider (a) the fees as set forth in the applicable Schedule with respect to such Service, (b) any third party fees, costs and expenses which are charged to the Provider in connection with provision of the Services to the Recipient; and (c) any o... | Label: Fees |
defcb45f-e415-4c48-95b9-17c705267efe | Clause:
For purposes of this Award Agreement, “Cause” and “Waiver and Release Agreement” shall have the same meanings as set forth in the Tyson Foods Severance Pay Plan for Non-Contracted Employees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Definitions |
7910fb87-214e-47d9-b9d7-c7655e18ee02 | Clause:
During the Term, Executive shall serve as the Company’s SVP, President of International Operations and shall devote all of Executive’s business time, skill and energies to promote the interests of the Company and to serve such positions with the Company as may be reasonably assigned by the Chief Executive Offic... | Label: Duties |
99393cb9-bf36-4d55-8772-a673a5e4cb4b | Clause:
If any provision, clause or part of this Agreement, or the applications thereof under certain circumstances, is held invalid or unenforceable for any reason, the remainder of this Agreement, or the application of such provision, clause or part under other circumstances, will not be affected thereby.
Task: Clas... | Label: Severability |
1144d330-3d3d-4531-9fb6-1842b514f94d | Clause:
As of the Closing Date but prior to the issuance of any Units pursuant to this Agreement, the authorized and issued and outstanding capital stock of the Company consists solely of (i) 200,000,000 shares of Common Stock, par value $0.001 per such share, of which 81,999,325 shares of Common Stock are issued a... | Label: Capitalization |
e43f1115-fe11-4d43-a7eb-c057fdc91710 | Clause:
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall constitute an original, but all of which taken together shall be one and the same instrument. In proving this Agreement, the Loan Agreement or any of the Ot... | Label: Counterparts |
7eb40968-2fd7-4437-b563-0b77dc021449 | Clause:
Contractor acknowledges that this Agreement and the Services provided are unique and personal. Therefore, Contractor may not assign any rights or delegate any duties or obligations under this Agreement without the prior written consent of Company. Company may assign this Agreement upon notice to Contractor. Any... | Label: Assignments |
7e376863-74b5-4ac0-89bb-61fd88fb7245 | Clause:
Each of Parent and Merger Sub has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein. The executi... | Label: Authority |
0a4455ff-582d-4203-af51-8904749af836 | Clause:
If any Company (other than a Dormant Subsidiary) shall (a) except as permitted pursuant to Section 5.12 hereof, discontinue business; (b) generally not pay its debts as such debts become due; (c) make a general assignment for the benefit of creditors; (d) apply for or consent to the appointment of an interim re... | Label: Solvency |
43a83871-4d09-45ea-800c-4ce93b378d47 | Clause:
Provided that you are continuously employed by Teradata through December 31, 2018, the Share Units (if any) credited to your Account in accordance with Section 1 above shall be fully vested, and the Company will deliver the Shares underlying the vested Share Units within seventy (70) days after December 31, 201... | Label: Vesting |
240d14fc-b490-4122-904a-8b573aa856da | Clause:
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenf... | Label: Severability |
ff60a7f3-07e9-49ef-b767-694c8de5a86d | Clause:
Each Investor Director shall be entitled to reimbursement of expenses incurred in such capacities on the same basis as the Company provides such reimbursement to the other non-management members of its Board but such Investor Directors shall not otherwise be entitled to compensation for their service on the Boa... | Label: Expenses |
23615cdd-5655-40b0-af72-b0670535a69b | Clause:
The authorized number of Party A’s shares is 1,015,000,000 total shares, including 1,000,000,000 shares of common stock and 15,000,000 shares of preferred stock. As of the Effective Date, and not giving effect to the Party A Exchange Shares issued in connection with this Agreement, Party A has 70,176,241 shares... | Label: Capitalization |
334ebd13-5449-4c09-a571-1e3fa99d629c | Clause:
This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS O... | Label: Miscellaneous |
5d71a09c-4296-46df-8043-3b5044136d29 | Clause:
The Loan Parties shall indemnify, defend, and hold the Agent and each other Credit Party and any employee, officer, agent or Affiliate of the Agent and other Credit Parties (each, an “ Indemnified Person ”) harmless of and from any claim brought or threatened against any Indemnified Person by the Borrower, any ... | Label: Indemnifications |
9906a86c-b2b1-4e0e-9193-a01366d65a20 | Clause:
The existence of the LLC shall commence on the date of the filing of the Certificate of Formation with the Secretary of State and continue until the LLC is terminated or dissolved sooner, in accordance with the provisions of this Agreement or by law.
Task: Classify this clause into ONE of these types (exactly ... | Label: Terms |
c37c32bd-2c10-48e7-bd06-910217b720b5 | Clause:
I agree that the shares of Common Stock are being acquired in accordance with and subject to the terms, provisions and conditions of the Notice, the Stock Option Agreement and the Swedish Sub-Plan, to all of which I hereby expressly assent. This Option Agreement shall inure to the benefit of and be binding upon... | Label: Binding Effects |
e77d939c-df6e-4404-b41d-d129b5747c68 | Clause:
Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, the Borrower and any Subsidiary furnished to it by or on behalf of Holdings, the Borrower or any Subsidiary (other than information that (a) has become generally availa... | Label: Confidentiality |
2b79c2bb-d38a-4b5c-ae43-a706b5129fc5 | Clause:
Except as expressly provided herein to the contrary, each party shall pay all of its expenses and costs in connection with negotiating, closing and carrying out this Agreement and the transactions contemplated hereby, including, without limitation, fees of their respective legal counsels.
Task: Classify this c... | Label: Expenses |
551b05ab-5637-44ee-9fc2-893577896727 | Clause:
The Notice, this Agreement, and the Option evidenced hereby (a) are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan, and (b) constitute the entire agreement between Optionee and the Company on the subject matter hereof and supercede all proposals, wr... | Label: Construction |
974bee5f-6dc8-4d2d-87e5-f7eade78b512 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Company or the Administrative Agent, sell participations to any Person (other than a natural person or any Credit Party or any Credit Party’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights an... | Label: Participations |
c6180619-4d39-40e9-a2fd-17264b395e0a | Clause:
Each of the representations and warranties in Section III of this Amendment shall be true and correct in all respects as of the Second Amendment Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Warranties |
4deeac66-2f07-4de9-a43e-52f768ff7e2b | Clause:
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or Section of this Agreement unless otherwise ind... | Label: Interpretations |
abd3c3c3-d6bb-4cc6-b0d5-5cf4f1603369 | Clause:
(a) For and in consideration of the Executive’s agreement to provide the transitional services contemplated by this Agreement, subject to the provisions of Section 6.01, Section 6.02 and Section 6.03 hereof, the Company shall pay the Executive an aggregate amount, excluding any incentive compensation which the ... | Label: Benefits |
28189799-f5a0-4dec-9253-c55dd97f204e | Clause:
The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without stockholder approval if such approval is required in order to comply with the Code or other applicable laws, or to comply with applicable stock exchange requirements.
Task: Classify this cl... | Label: Amendments |
c5dcb810-1c97-4c6d-bece-f035c4a91cf5 | Clause:
Each natural person signing this Agreement for or on behalf of any entity that is a Party to this Agreement does, by his signature, warrant and represent to the other Party to this Agreement: (a) that he is duly authorized by said entity to undertake such action on its behalf; (b) that all corporate or other ac... | Label: Authorizations |
dea79b02-3422-435d-81dd-80bfc302ebab | Clause:
The rules in subparagraphs (a) through (h) are effective for Plan Years beginning after December 31, 2009.
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: Effective Dates |
2a1840c0-1ce4-475e-be70-2defcd72dfee | Clause:
In all respects, the Lease, as hereby amended and modified, is hereby ratified, approved and confirmed.
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, Au... | Label: Approvals |
fc2afd75-dfd3-4e6e-8e2d-ad789951dad5 | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties; provided th... | Label: Assignments |
2f82076e-1e8a-4331-8e1d-efda0103754b | Clause:
The Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with this Amendment and any other documents prepared in connection herewith, in each case to the extent required by Section 10.02 of the Amended Credit Agreement. The Borrowers hereby co... | Label: Expenses |
7fee5915-96f3-465f-a9f7-bafea48d50bc | Clause:
Subject to Section 6.1(c) , each party hereto will use good-faith commercially reasonable efforts to take all action and to do all things necessary, proper or advisable in order to consummate the Transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: General |
e237b8f3-dae2-4849-9c0b-d98f462787e7 | Clause:
This Agreement and, unless otherwise expressly provided in any such Credit Document, each of the other Credit Documents shall be governed by and construed in accordance with the laws of the State of New York. The scope of the foregoing governing law provision is intended to be all-encompassing of any and all di... | Label: Governing Laws |
e90b770b-3010-4510-80d7-6d801e320c6a | Clause:
This Plan is effective as of May 4, 2016 (the “Effective Date”), subject to approval by the stockholders of the Company in accordance with applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Effective Dates |
95afed92-ece5-4c7d-938c-0fa7d8672fa1 | Clause:
BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY T... | Label: Notices |
e2c33e58-f53b-4580-8ed2-3ac22d6c876b | Clause:
The Subordinated Lender and each Credit Party, at their own sole cost and expense and at any time from time to time, upon the written request of Administrative Agent, will promptly and duly execute and deliver such further instruments and documents and take such further actions as Administrative Agent reasonabl... | Label: Further Assurances |
7584b42d-a37d-4933-8b49-5075261600ec | Clause:
Enter into any transaction of any kind with any Affiliate of Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Borrower or such Subsidiary as would be obtainable by Borrower or such Subsidiary at the time in a comparable arm's leng... | Label: Transactions With Affiliates |
4c2a0e87-8602-4510-99ed-4b99525e5eab | Clause:
If the Title Commitment or Survey shows matters which are not satisfactory to Purchaser, Purchaser shall give Seller written notice thereof within twenty (20) days following the last to be received by Purchaser of the Title Commitment or Survey (but in no event later than 90 days after the Effective Date), and ... | Label: Titles |
9ff2d5b1-40c1-4300-bb33-b166eb89a7e8 | Clause:
Agency, Advertiser, and Media Company will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Compliance With Laws |
19c10911-54b0-41c2-89b4-877845582be3 | Clause:
Each Party shall, upon the reasonable request, and at the sole cost and expense, of the other Party, execute such documents and perform such acts as may be reasonably necessary to give full effect to the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Further Assurances |
03c935ab-247e-41dd-a02a-0658f3f649c6 | Clause:
During the Term, the Company shall reimburse Executive for all reasonable and necessary out-of-pocket expenses incurred by Executive in the performance of his duties under this Agreement in accordance with the Company’s customary and normal practices, subject to the presentment of appropriate vouchers in accord... | Label: Expenses |
a6cd4413-b8c8-4d7c-8a1c-50f18639d8cb | Clause:
The Borrower will not, and will not permit any of the Subsidiary Guarantors to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate unless such transactions are otherwise permitted under this Agreement a... | Label: Transactions With Affiliates |
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