id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
bcabd861-ab1d-4553-a9a8-dc486297ac32 | Clause:
The Administrative Agent and the Joint Bookrunners shall have received (i) the Audited Financial Statements, (ii) unaudited interim consolidated financial statements of Markit Ltd. and its subsidiaries (prior to giving effect to the Merger) and of IHS Inc. and its subsidiaries (prior to giving effect to the Mer... | Label: Financial Statements |
d179ee7b-bf51-4621-ae0e-1455a85925a2 | Clause:
Swingline Loans shall bear interest at a per annum rate equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are Base Rate Loans or at such other rate or rates as the Borrower and the Swingline Lender may agree from time to time in writing. Interest on Swing... | Label: Interests |
9ba8bca6-75a4-4f82-ab11-1b0af5880817 | Clause:
Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article IX , the Indemnifying Party shall satisfy its obligations within ten (10) Business Days of such agreement or final, non-appealable adjudication, as applicable, by wire transfer of immediately availab... | Label: Payments |
c3b8cc57-9358-404c-bb76-fae59caf98b0 | Clause:
The Lender shall have received a Notice of Borrowing or Letter of Credit Application from the Applicable Borrower in accordance with Section 2.3(a) or Section 3.2 , as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Notices |
454e5184-2ec1-47ea-9db5-4eb1af8af446 | Clause:
Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery, telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a business day during normal business hou... | Label: Notices |
5aa16fde-4882-43fc-9360-58f73c16ff7f | Clause:
You will not disparage the Company or any of its affiliates, directors, officers, employees or other representatives in any manner and will in all respects avoid any negative criticism of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Non-Disparagement |
95599883-ba86-43c5-b0d3-e0eff16e2170 | Clause:
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches ... | Label: Specific Performance |
9c707357-e7a9-431d-bcac-3513c20cfacc | Clause:
Unless earlier terminated in accordance with Section 4 hereof, the term of Executive’s employment under this Agreement shall be the two-year period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the “Term” and each such year, a “Term Year”). In addition, unless eit... | Label: Terms |
2117199c-a5e4-4e71-b8e2-365d4908f8ee | Clause:
The authorized capital stock of the Company and the shares thereof issued and outstanding as of the date of this Agreement are set forth on Schedule 2.1(c) hereto. All of the outstanding shares of the Company’s Common Stock and any other security of the Company have been duly and validly authorized. Except as s... | Label: Capitalization |
6121a71e-c42e-4304-a910-6f6f6a25013a | Clause:
No member of the Committee and no employee of the Company shall be liable for any act or failure to act hereunder, except in circumstances involving his or her bad faith or willful misconduct, or for any act or failure to act hereunder by any other member or employee or by any agent to whom duties in connection... | Label: Indemnifications |
d96848a7-b3e4-447f-a700-e6e61796ae78 | Clause:
Simultaneously with termination of Recipient’s status as an Eligible Employee or a Director, Recipient shall automatically forfeit any remaining unvested shares of Stock, except to the extent expressly provided in the Notice.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Forfeitures |
e216692b-6d68-4a33-aa43-7448dcedbd16 | Clause:
This Agreement may be amended from time to time but only by written agreement signed by all of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Amendments |
ee29d330-62ab-46e9-8766-9fa192ec4e45 | Clause:
Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which ... | Label: Entire Agreements |
da373958-8fb7-4a44-8a72-6eee79397f6a | Clause:
The Company maintains insurance of the type and in the amount reasonably adequate for its business, including, but not limited to, insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured agains... | Label: Insurances |
64f9964b-cd0d-42d2-b224-db77f325e3f9 | Clause:
This Seventh Amendment 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. One or more counterparts of this Seventh Amendment may be delivered by telecopier, and if so delivered shall be deemed to be deli... | Label: Counterparts |
6744c402-de67-4b43-8771-36e60644ec1a | Clause:
Buyer and Seller shall (and shall cause their respective Affiliates, including the Acquired Entities, to) (a) assist in the preparation and timely filing of any Tax Return regarding any Retained Tax; (b) assist in any audit or other legal proceeding with respect to a Retained Tax; (c) make available any informa... | Label: Cooperation |
c7981c41-4646-4589-a748-295bb2ba62f4 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower 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 a... | Label: Participations |
bca98925-564c-4aa7-a63c-a96784619346 | Clause:
The Executive acknowledges and agrees that his obligations provided herein are necessary and reasonable in order to protect the Company and its affiliates and their respective business and the Executive expressly agrees that monetary damages may be inadequate to compensate the Company and/or its affiliates for ... | Label: Remedies |
fa8e6720-ecc4-4a13-8822-bb615f1b47f3 | Clause:
This Agreement and any dispute or controversy arising out of or relating to this Agreement shall, in all respects, be governed by and construed according to the laws of the State of North Carolina, without regard to its conflict of laws provisions. Any suit or other proceeding arising out of or relating to this... | Label: Governing Laws |
20f73589-adaa-43b6-99bb-0afed75de5d7 | Clause:
Section headings in this Amendment are included herein for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Headings |
2d599f05-883c-4759-9864-006b9eeb2390 | Clause:
Where used herein, the terms "Cause" and "Good Reason" shall have the meanings given to such terms in the employment agreement or change in control agreement in effect for the Grantee immediately prior to his termination of employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Definitions |
62b9315f-4edb-49f7-9fc5-dd2b96e3bf26 | Clause:
This Article XI is a continuing guaranty and shall (a) remain in full force and effect until the later of the cash payment in full of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, (b) be binding upon each... | Label: Assignments |
93859ef5-d8c4-4794-b99d-3ed1e5cfc3f4 | Clause:
No Borrower owns any property other than (i) the rights under the agreements described in Section 4.5(a) and (ii) the Retail Inventory and/or Other Assets purchased pursuant to a Purchase Agreement or an Agency Agreement under clauses thereof that may permit a Borrower to retain any unsold Retail Inventory or o... | Label: Liens |
fcf26e37-7249-4b4e-83dd-16ecd11e2589 | Clause:
This Agreement may be executed in two (2) or more counterparts (including by facsimile), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the partie... | Label: Counterparts |
44d23185-0cb2-47e2-9f05-eec0129f64d5 | Clause:
If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or unenforceability of the other provisions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as sim... | Label: Severability |
edfbac9b-28f1-4fac-a502-1f7aa7cdba32 | Clause:
The Purchase Price shall be used by the Company for general working capital purposes as approved by the Board, and the Company shall not, without the prior written consent of the Purchaser, use such monies for other purposes. The Purchase Price shall not be used by the Company for purposes of paying off Shane M... | Label: Use Of Proceeds |
1640e98d-6d83-4558-9a0a-96b06e55c8af | Clause:
This Agreement may be executed in one or more counterparts by some or all of the parties hereto, and (i) each such counterpart shall be considered an original, and all of which together shall constitute a single Agreement, (ii) the exchange of executed copies of this Agreement by facsimile or Portable Document ... | Label: Counterparts |
f750c900-ea82-4682-a8c2-af946ee600e0 | Clause:
Payment terms on the Products shall be Net 30. Distributor shall not be entitled to withhold any payment due to Fiagon by way of set-off or counter-claim. Fiagon NA is authorized to file financing statements to provide notice that it retains an interest in Products for which Distributor has not paid in full. If... | Label: Titles |
0ce13823-061b-46e9-a209-86f6ec5b8883 | Clause:
The representations and warranties contained in Paragraphs 1 and 2, and the undertakings set forth in Paragraphs 3 and 4 of this agreement, shall survive the delivery hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Survival |
3e93fcf9-4f9c-4e8f-b108-6f6433850b55 | Clause:
This Agreement is personal to you and may not be assigned by you. This Agreement will be binding upon and inure to the benefit of you, your legal representatives, heirs and distributees, and will be binding upon and inure to the benefit of the Company, its successors and assigns.
Task: Classify this clause int... | Label: Binding Effects |
29322b79-c82b-4b7e-be8d-11edd4ef0794 | Clause:
This Fourth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Fourth Amendment by telecopy,... | Label: Counterparts |
7b88e465-690a-4d7b-b7ff-2e288c594a88 | Clause:
The validity, construction, interpretation, and enforceability of this Agreement shall be determined and governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties ... | Label: Governing Laws |
99be67ba-74f5-4fc9-8f4b-ca8644321515 | Clause:
This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Counterparts |
43e06a6b-10b3-492a-a37e-0c36988253c7 | Clause:
Buyer acknowledges that the provisions of this Paragraph 11 have been required by Seller as a material inducement to enter into the contemplated transactions, and the intent and effect of such provisions have been explained to Buyer by Buyer’s counsel and have been understood and agreed to by Buyer.
Task: Clas... | Label: Releases |
c4568b52-238a-4c2c-b70f-5178f6972477 | Clause:
AND WAIVER . The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Amendments |
e943880e-572c-43dd-9460-6b1ef08ca657 | Clause:
Each of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employee... | Label: Confidentiality |
0358b42b-56da-42ef-b89d-0912e410ca4c | Clause:
Maintain the security interest created by the Security Documents as a perfected security interest having at least the priority described in Section 4.17 (to the extent such security interest can be perfected through the filing of UCC-1 financing statements, the Intellectual Property filings to be made pursuant ... | Label: Further Assurances |
70f9dce8-1bdc-480e-be18-7bba87104528 | Clause:
The closing of the transaction contemplated by this Agreement (the “ Closing ”) shall be deemed to have occurred as of the date first written above (the “ Closing Date ”). Upon execution of this Agreement, the conditions to closing as set forth in Article V hereof shall be deemed to have been met or waived by e... | Label: Closings |
862da284-efd3-4a03-b57a-2162becc64af | Clause:
In the event of Disability, the Participant’s deferral elections for such Plan Year shall cease to be effective and for purposes of calculation and payment of benefits under the Plan, Disability shall be treated as a Retirement entitling the Participant to receive the benefits provided under Article 4.1 of the ... | Label: Disability |
5a91277f-ebba-46f5-863c-cef58a8737c7 | Clause:
Tenant warrants that it has not had any contact or dealings with any Person or real estate broker (except for the Tenant’s broker described in the Purchase Contract, which broker shall not be entitled to a separate commission upon the rents payable this Lease) which would give rise to the payment of any fee or ... | Label: Brokers |
2dc1ff02-70c0-407e-90a0-9c7da9f8887e | Clause:
Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, to the Administrative Agent at such account as the Administrative... | Label: Payments |
22526b87-eaff-4e24-b2a1-b8a3225a9d8b | Clause:
The Issued Restricted Stock Units shall vest on each Vesting Date in accordance with the vesting conditions set forth in each Award Supplement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Vesting |
a7b9c40d-62d4-4aa9-834d-9190c29854a9 | Clause:
All capitalized terms used and not otherwise defined herein shall have the respective meaning given them in the PSA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Definitions |
53250ec0-880c-4215-a0aa-24d12d2684fc | Clause:
There is no Legal Proceeding which is pending or has been threatened in writing, or judgment, order or decree outstanding, against or otherwise naming Fifth Third Bank which in any manner challenges or seeks, or would if commenced challenge or seek, to prevent, enjoin, alter or delay the transactions contemplat... | Label: Litigations |
8e672b58-0d87-4b4d-bc14-8e6b7f07a780 | Clause:
EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 3.2, NEITHER PARENT NOR MERGER SUB OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SECURITYHOLDERS, AFFILIATES, MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, CONSULTANTS, AGENTS, COUNSEL OR ADVISORS MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE... | Label: Warranties |
3678e970-918b-4d48-85db-050b80f3a841 | Clause:
This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor makes any representation, warranty, covenant or undertaking... | Label: Entire Agreements |
81e23acf-9f16-4a20-ab63-ab314872c6f2 | Clause:
For an agreed consideration, Retiring Lender hereby irrevocably sells and assigns to Lender, and Lender hereby irrevocably purchases and assumes from Retiring Lender, as of the Fifth Amendment Effective Date (i) all of Retiring Lender’s rights and obligations under the Credit Agreement and any other documents o... | Label: Assignments |
a28cc527-7f63-4836-8c6f-ce606abd80c0 | Clause:
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment may be executed by facsimile signature (including signatures in Adobe PDF or similar format).
Task: Classify this clause ... | Label: Counterparts |
d7f11dac-cdf9-4be9-a1b4-e12ddb9c9ce5 | Clause:
No provision of this Agreement shall be terminated, amended, modified or supplemented by any Party, unless such termination, amendment, supplement or modification is in writing and signed by each of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Amendments |
e6feddaf-1ce1-407f-be84-daac95c6d860 | Clause:
The Company may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month perio... | Label: Disability |
e0c06304-cce6-4df8-9348-df670e859c0a | Clause:
Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any the... | Label: Submission To Jurisdiction |
b84f7d6d-c258-4384-8679-e9b773121584 | Clause:
Arch Coal and each Guarantor (each, a “ Releasing Party ” and collectively, the “ Releasing Parties ”), does hereby remise, release and discharge, and shall be deemed to have forever remised, released and discharged, the First Lien Agent and each of the First Lien Lenders, and each of their respective subsidiar... | Label: Releases |
91cfb020-ca2a-4945-810a-29ae6a61a035 | Clause:
If your employment terminates due to death, the Company shall pay to your estate the unpaid wages and unused accrued vacation earned through the termination date, and the Target Bonus stated in Section 4.5(b).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Death |
f78cef78-bd09-478c-8ff6-4f30695e414d | Clause:
Upon written notice, this Agreement may be terminated at any time prior to the Effective Time by and in the sole discretion of InvenTrust without the approval of any other Party. In the event of such termination, neither Party shall have any Liability any kind to the other Party.
Task: Classify this clause int... | Label: Terminations |
d59dc047-cd5e-4820-9d4e-56988a1f1946 | Clause:
Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than Columbia National Real Estate Finance, LLC (“ Broker ”), and Borrower shall be solely responsible for ... | Label: Brokers |
949cb61a-f442-4d04-b8f5-3948102fb44d | Clause:
The receipt by the Participant of any payments or benefits under Sections 2(c) or 2(d) is further subject to the Participant, or Participant’s heirs or successor(s), as applicable, executing, delivering and not revoking a release of claims in form and substance acceptable to the Company acting reasonably within... | Label: Releases |
cfe96160-4ee1-4c9a-bcf0-7c8a19d7bfda | Clause:
This Amendment shall become effective on 9 February 2016 (the “ Effective 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, Authority, Authorizations, Base Sa... | Label: Effective Dates |
137c3213-2cdc-443a-a6f9-d3cb3c2fb6cd | Clause:
In addition and not by way of limitation of the foregoing, the Borrower will from time to time promptly deliver, or cause to be promptly delivered, to the Administrative Agent any financing statements, continuation statements, extension agreements and other documents, properly completed (and executed and acknow... | Label: Liens |
386e3294-a1c5-4dc7-ad74-cab0020e15ee | Clause:
This Agreement (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
3197f945-5ed4-48ec-bf7d-def3e97c7189 | Clause:
The Options shall expire and no longer be exercisable seven (7) years from the Date of Grant, subject to earlier termination in accordance with the IMAX LTIP or this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Terms |
fa9ca6c8-3a7e-4cd4-96d3-f955659c75cd | Clause:
Each Borrower and each other Loan Party shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmles... | Label: Indemnifications |
82aa5400-b5fb-4e8f-beac-0f9af257736f | Clause:
Schedule 3.15 sets forth, as of the Effective Date after giving effect to the Quasar Acquisition, (a) the name, type of organization and jurisdiction of organization of each direct Subsidiary of each Loan Party, (b) the percentage of each class of Equity Interests owned by each Loan Party in each of its direc... | Label: Subsidiaries |
84a8cb61-0e75-43d5-9a92-a0cd5ee09099 | Clause:
All of the foregoing is the promise to Borrower and shall bind Borrower and Borrower's successors, heirs and assigns; provided, however, that Borrower may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the holder of this Note.
Task: Classify this ... | Label: Successors |
27cc6a06-3559-4f40-9782-edc174cddb67 | Clause:
This Amendment shall become effective as of the date first above written upon receipt by the Administrative Agent of counterparts hereof, duly executed by each of the parties hereto and acknowledged by the Performance Guarantor. Except as expressly amended hereby, the Agreement shall remain unaltered and in ful... | Label: Effectiveness |
e4c3c20e-8403-44c6-afcd-0246a0b760ed | Clause:
Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with applicable tax laws, ERISA and environmental laws.
Task: Classify this clause into ONE of these types (exactly... | Label: Compliance With Laws |
80ef12d0-8279-4eaa-8f60-92af6c3a03c8 | Clause:
This Agreement may be amended only in a writing signed by the Member.
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, Benefit... | Label: Amendments |
a8ab0f68-3244-454c-8f69-37108600063f | Clause:
Each Party irrevocably and unconditionally attorns to the jurisdiction of the courts of the province of Ontario.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Jurisdictions |
300591b1-971b-4c85-a509-02b3d6d9edbe | Clause:
The provisions of this Agreement shall continue in effect and shall survive (among other events) any payment and satisfaction of the Loans and the Obligations, any termination or discharge of any Mortgage, foreclosure, a deed-in-lieu transaction, or release of any Collateral.
Task: Classify this clause into ON... | Label: Survival |
b0864d99-6c5a-4c21-b038-6e7d824cf8f4 | Clause:
Subject to Tenant’s self help rights expressly provided in this Section 7.5, Tenant expressly waives all rights to make repairs at the expense of Landlord or deduct any amounts from rent as provided in any statute or law in effect during the Term of this Lease, including its rights under the provisions of §1941... | Label: Waivers |
db11607d-bd55-4468-bb1b-b00503b1ced4 | Clause:
Lessee shall have and hold the Premises for a term (“ Term ”) commencing on the date of this Lease (“ Commencement Date ”), and ending at midnight on the last day of the calendar month in which the ten (10 th ) anniversary of the Commencement Date occurs (“ Initial Expiration Date ”), subject to the Renewal Ter... | Label: Terms |
3f410462-dc57-4bae-8971-3d5a05ce597d | Clause:
The execution, delivery and performance by the Buyer Parties of the Buyer Transaction Agreements (including the consummation of the Buyer Transactions) do not and will not require any Consent, waiver or other action by, or any material filing with or notification to, any Governmental Authority except (a) in con... | Label: Consents |
7be16f35-0349-4073-9979-f8736cd02604 | Clause:
(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof (collectively, “ New York ... | Label: Jurisdictions |
78bfd58c-b7b7-4e02-a9b8-6fa7cdf77e6c | Clause:
The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary corporate action. This Agreeme... | Label: Authorizations |
a38a362e-b31b-4301-9c24-f6929ea70283 | Clause:
The net proceeds of the sale of the Debenture hereunder shall be used by the Company for working capital and general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Use Of Proceeds |
27f03070-48b5-471f-b940-ecc38f5021a6 | Clause:
Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performin... | Label: Tax Withholdings |
052bd3ee-3464-4e33-860b-02b9b257aed0 | Clause:
Abbott and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Abbott and its Affiliates and Sublicensees of each Product, in sufficie... | Label: Records |
86a45224-48f1-42f6-bfce-1a95ddd127ad | Clause:
The captions in this Agreement are inserted for reference only and in no way define, describe or limit the scope or intent of this Agreement or of any of the provisions hereof. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine ... | Label: Construction |
a03cca3f-db54-472f-bac5-8af185d674ad | Clause:
The Company shall indemnify the Executive in accordance with its articles of organization and by-laws as in effect at the time indemnification is applicable. The Executive agrees promptly to notify the Company of any actual or threatened claim arising out of or as a result of her employment or offices with the... | Label: Indemnifications |
00e114ca-01ec-408a-aa72-c8e1d2ad827c | Clause:
Employee's employment and this Agreement shall terminate in the event of his death. Except as provided herein, OrangeHook shall have no obligation to pay or provide any compensation or benefits under this Agreement on account of Employee's death, or for periods following Employee's death.
Task: Classify this c... | Label: Death |
deb8ee9b-99bc-4397-bc63-3de5f19af677 | Clause:
Each Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Advers... | Label: Compliance With Laws |
b9b1e2ba-56d5-4ab9-964f-ce21cd0e4f67 | Clause:
Use the proceeds of the Loans, the issuance of Letters of Credit and other credit extensions hereunder for general corporate purposes, working capital, capital expenditures, Permitted Acquisitions, to refinance the Existing Credit Agreement and other Indebtedness (including the Senior Notes) and to otherwise fi... | Label: Use Of Proceeds |
8c3e7b60-c002-46fe-b038-b8ccec35c257 | Clause:
There are no insurance policies by which the Company or MGI, or any of their Assets, employees, officers or directors or the Business have been insured since January 1, 2014 . No insurer (a) has questioned, denied or disputed coverage of any claim pending under any insurance policy of the Company or (b) has th... | Label: Insurances |
cf8856e1-5625-422e-8167-bfd0f5472792 | Clause:
The parties hereto, whenever and as often as they shall be reasonably requested so to do in furtherance of this Agreement, shall execute any and all instruments and documents as may be reasonably necessary and proper, and to do any and all acts necessary in order, to carry out the purposes of this Agreement.
T... | Label: Further Assurances |
3ac500b5-a73f-4713-a08d-abaf86f7cf0d | Clause:
Borrower shall not create, incur, assume, permit or suffer to exist any Lien on any portion of the Collateral or any Individual Property, except for the Permitted Encumbrances, nor any Lien on any direct or indirect interest in Borrower or any Loan Party, except for (i) the pledges of the direct or indirect equ... | Label: Liens |
f28684c2-dc9b-4619-b74c-ff757a78741c | Clause:
This Agreement may be executed manually or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same agreement and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Parties. Delivery of a... | Label: Counterparts |
e0776daf-f320-4b1d-993e-8333788b6832 | Clause:
This Amendment Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Amendments |
d5e142d6-0180-48b5-b81e-2ccd3e28576b | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Governing Laws |
31c4c5b8-57c0-42c4-a5a8-c2a2322f7529 | Clause:
Rhino maintains insurance covering the properties, operations, personnel and businesses of the Partnership Entities. Such insurance insures against such losses and risks as are reasonably adequate to protect the Partnership Entities and their businesses. None of the Partnership Entities has received notice from... | Label: Insurances |
86879a8a-056a-4614-8562-d544ae6deb22 | Clause:
In consideration of the Company's willingness to enter into this Agreement and to pay the compensation and benefits set forth above, Executive agrees to execute and deliver, within 21 days of the Effective Date, a general release in the form attached as Exhibit A, and an update of the release as of the Retireme... | Label: Releases |
7d741965-177c-4a3c-b229-fa7c60ad8735 | Clause:
Any ambiguity in this Addendum shall be resolved to permit the parties to comply with HIPAA.
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, Authorization... | Label: Interpretations |
9fd37606-f5e6-4a8c-93c8-d9946acc53b4 | Clause:
If any provisions of this Agreement as applied to any part or to any circumstances shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances, or the validity or enforceability o... | Label: Severability |
bc5763e5-35ba-46c9-a32b-5170f4fbe248 | Clause:
US Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender and any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasona... | Label: Indemnity |
04cde3b1-0833-47ed-9988-122455e6f221 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any a... | Label: Assignments |
8c3f81e1-de32-4aad-889c-c0f5de115ea5 | Clause:
Mortgagor shall not be required to pay, discharge or remove any Imposition or any Lien so long as Mortgagor shall in good faith contest the same or the validity thereof by appropriate legal proceedings which shall operate to prevent the collection of the Lien or Imposition so contested and the sale of the Mortg... | Label: Liens |
d792bf53-f4b7-4c51-9677-cfe771f3de59 | Clause:
This Amendment shall become effective as of the Effective Date set forth above.
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 Salar... | Label: Effective Dates |
1ede7c44-455e-4193-85da-239c4ca90b62 | Clause:
In the event any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area”, such Grantor shall purchase and maintain flood insurance on such Collateral (including any personal property which is located on any real property leased by su... | Label: Insurances |
5e1c75cf-1550-438b-880f-924218e7884e | Clause:
All of the provisions of this Agreement shall survive the Closing indefinitely, except that the representations and warranties of Seller and Owner, on one hand, and the representations and warranties of Buyer on the other hand, shall survive until the first anniversary of the Closing Date.
Task: Classify this ... | Label: Survival |
38be1c55-e5a4-49cd-b30a-d4fb3162bce5 | Clause:
The Participant acknowledges that the PRSUs are subject to modification and termination in certain events as provided in this Agreement and Article 3 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Adjustments |
4fd16a15-e2d9-40ce-92f8-18116167c69f | Clause:
EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND EACH OTHER SECURED PARTY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CO... | Label: Waiver Of Jury Trials |
03c816a3-ab3f-41ca-b5c6-1813ba9bb166 | Clause:
After giving effect to the execution and delivery of the Loan Documents and the other Related Transaction Documents and the making of the Loans under this Agreement and the consummation of the other Related Transactions, the Borrower is, and the Borrower and its Subsidiaries, on a consolidated basis, are, Solve... | Label: Solvency |
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