id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
4f75ed1d-e214-4271-8ad3-c19bd4e90457 | Clause:
Shentel has not employed any broker, finder or investment banker or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the Transactions other than Moelis & Company LLC, whose fees are the responsibility of Shentel.
Task: Classify this clause into ONE of these types (... | Label: Brokers |
3c2ccccb-4dbb-47f9-a23e-af93d3ae72ed | Clause:
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Counterparts |
34462ef3-5a45-4c6c-bb61-89349c91268a | Clause:
Employee shall be eligible to participate in such medical, dental, disability, retirement, life insurance, and other employee benefits on the same basis as may be provided to other similarly-situated employees of the Employer. As to all other benefits to which Employee may be entitled in parity with all other e... | Label: Benefits |
fb5dc832-fd19-4714-9d23-91c55f9ce40f | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the undrawn portion of the Commitment of such Lender during the period from and including the Effective Date to but excluding the d... | Label: Fees |
d75f771b-2100-4e96-acfa-d59e96707dc9 | Clause:
Employee acknowledges that her failure to abide by the Trade Secrets and Confidential Information, Bank Property or Competitive Business Activities provisions of this Agreement would cause irreparable harm to the Bank for which legal remedies would be inadequate. Therefore, in addition to any legal or other rel... | Label: Remedies |
4690e9a3-2e9c-48ff-8ae4-2fdd163b06f4 | Clause:
The representations and warranties of the Company and the Buyers contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5 and 8 shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.
Task: Cl... | Label: Survival |
ab35fdcc-dd9e-4ba0-90f8-8571d7b1f2ed | Clause:
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS SECURITY AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF FAIRFAX COUNTY, VIRGINIA OR IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA; PROVIDED THAT... | Label: Consent To Jurisdiction |
97d49682-4815-4e95-b4fc-d68441773633 | Clause:
The Effective Date of this Second Amendment shall have occurred by July 29, 2016.
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 Sal... | Label: Effective Dates |
95243240-09ef-4249-8949-a560f9868b3e | Clause:
The Employee’s employment under this Agreement shall terminate upon his death during the term of this Agreement, in which event the Employee’s beneficiary or beneficiaries, or his estate, shall be entitled to receive the compensation due the Employee through the last day of the calendar month in which his death... | Label: Death |
e3b6293d-2aed-4c98-8102-2c28f7ca339c | Clause:
Employee shall serve as Chief Financial Officer of the Bank with such duties, responsibilities and authorities of such office as may be assigned to her by the Bank and as are customarily associated with such office. Employee shall report to the President/Chief Executive Officer of the Bank.
Task: Classify this... | Label: Duties |
e4138ecb-cb2e-4854-8a41-8b0d421f7c60 | Clause:
The Plan shall be administered by the Board. The Board may delegate any of its powers under the Plan to the Compensation Committee of the Board (or any successor committee). The Board or the Compensation Committee (or any successor committee) shall have the authority (i) to exercise all of the powers granted to... | Label: Interpretations |
5bdb4646-37bf-4157-aa1e-e5ade66a816e | Clause:
The Participant shall forfeit and disgorge to the Company any Restricted Shares granted or vested and any gains earned or accrued due to the sale of any Shares to the extent required by Applicable Law or regulations in effect on or after the Effective Date, including Section 304 of the U.S. Sarbanes-Oxley Act o... | Label: Forfeitures |
2bec1602-48b3-47a7-a237-e9dde487a8f2 | Clause:
If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the Parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the Parties fail to agree on such an... | Label: Severability |
9b833f63-1696-4b9d-89f6-d5c7113d819a | Clause:
If the Restructuring is not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights. Pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be ad... | Label: Waivers |
71c288d0-6a97-411d-a61a-8c8849ece905 | Clause:
Borrower shall, or shall cause Master Tenant to, pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower c... | Label: Taxes |
3813f9b0-a4fe-4e65-aef6-bbd2cd80be4c | Clause:
This Addendum may not be altered, amended or modified in any way except by a written instrument referencing this Addendum signed by the Company and the Holder. The Company and the Holder agree that this Addendum is sufficient to satisfy any requirements set forth in the October Financing Documents with respect ... | Label: Modifications |
7c7e47d1-3370-4d21-b414-c0a8f363fec6 | Clause:
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of th... | Label: Adjustments |
42ac7d65-3658-412b-98d1-9ddc90244b71 | Clause:
(a) Each Loan Party and each Subsidiary thereof has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expe... | Label: Liens |
3201b6fd-789c-4e34-b777-4a659c2f0117 | Clause:
Every provision of this Grant Agreement shall be binding on and inure to the benefit the parties’ respective heirs, legatees, legal representatives, successors, transferees, and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Binding Effects |
06e88129-bc53-4ac8-8e89-b2a2b50c2df8 | Clause:
Schedule 1 contains an accurate list of all Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective Capital Stock owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of Ca... | Label: Subsidiaries |
c7552057-cb2b-4574-8568-836d25624cd2 | Clause:
The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law ... | Label: Specific Performance |
59a20ad5-45b9-40ea-9e87-7dc593cf850f | Clause:
The provisions of this Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries. No other person shall be a third-party beneficiary or acquire any rights under this Plan.
Task: Classify this clause i... | Label: Successors |
fb120eb9-4b25-46dd-b1e3-70aaaa3c3944 | Clause:
The Borrower shall not, and shall not permit any other Loan Party, to directly or indirectly, use the proceeds of any Borrowing or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, (a) to fund any activitie... | Label: Sanctions |
230f5c90-3dc8-47e6-a39d-5eab15c1a8b3 | Clause:
THIS AGREEMENT SHALL PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
Task: Classify this clause into ONE of these types (exact... | Label: Governing Laws |
71f5a9da-a7a5-47ec-bc6e-c4f6144d85b8 | Clause:
This Agreement may be executed and delivered (including by facsimile transmission or by means of portable document format (pdf) transmission) in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.
... | Label: Counterparts |
f49058a6-cc47-47b9-a246-7514b51f7e79 | Clause:
At the option of the Holder thereof, the Warrants and all rights attached thereto may be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, by the Holder or by duly authorized attorney, and one or more new Warrant Certificates shall be made a... | Label: Assignments |
6f082cae-be6e-4472-8736-836b42e80f01 | Clause:
Interest accrued on each CB Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof. Interest accrued on each Eurodollar Advance shall be payable on the last day of its applicable Interest Period, on any date on which the Eurodollar Advance... | Label: Interests |
49311af8-4098-4758-a795-94f01ce21036 | Clause:
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and assigns. The headings in this Agreement are for purposes of reference only and shall not limit or define t... | Label: Miscellaneous |
5fc8c580-326b-4bc6-9835-dbffbe3b5037 | Clause:
Seller or its Subsidiaries and Buyer shall comply with all obligations under applicable Laws to notify and/or consult with Continuing Employees or employee representatives, unions, works councils, or other employee representative bodies, if any, and shall provide such information to the other party as is reason... | Label: Compliance With Laws |
e1179ee9-c69f-4ac5-9a34-d80e05915f47 | Clause:
This Sublease may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Counterparts |
01181033-e641-4414-8e68-1adc2a6535a2 | Clause:
This Agreement may be executed in any number of counterparts (and any counterpart may be executed by original, portable document format (pdf), or facsimile signature), each of which when executed and delivered shall be deemed an original, but all of which shall constitute one and the same instrument.
Task: Cla... | Label: Counterparts |
b17f9236-3d2e-4ec0-b860-86dbcdee6657 | Clause:
The Guarantors agree that, to the fullest extent permitted by law, as between the Guarantors, on the one hand, and the Administrative Agent and the holders of the Guaranteed Obligations, on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable as provided in Section 9.2 (and... | Label: Remedies |
8caadb65-96c5-41e7-b615-7499300134cc | Clause:
This Agreement shall be governed and interpreted in accordance with the laws of Ohio and applicable federal law.
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: Applicable Laws |
da228924-67db-4dd6-9692-d16f2b268480 | Clause:
The parties agree to take such actions and execute and deliver such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the Third Amended and Restated Company Agreement and the consummation of the transactions contemplated hereby and thereby.
Task: Classi... | Label: Further Assurances |
0aca70d5-e151-475f-a148-ce8ca3dc62c5 | Clause:
This Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, the parties, the 3PBs and their successors and permitted assigns. VoteCo may not assign any rights or delegate any obligations hereunder without the prior written consent of CAC, CEOC, the Requisite Consenting Creditors... | Label: Assignments |
ca8cb550-31b4-4f12-98bc-20f89882aecc | Clause:
Each of the Borrower and MVWC has, and as of the Closing Date and thereafter each other Group Member will have title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any... | Label: Liens |
aa1cf0d2-44ba-49c9-a473-eea195d1a007 | Clause:
Maker shall pay on demand all expenses of Payee up to $5,000 in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with Payee’s exercise, preservation or enforcement of any of its rights, remedies or options hereunder, including, without lim... | Label: Expenses |
cbe13a93-3750-49e9-ae67-2b4055f1885d | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas for all purposes and in all respects, without regard to the conflict of law provisions of such state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Governing Laws |
473750f4-da1c-426d-87c7-1f1d3f721a1e | Clause:
Except as set forth on Schedule 4.4 hereof, each Credit Party has filed on or before their respective due dates or within the applicable grace periods, all United States federal, state, local and other tax returns which are required to be filed or has obtained extensions for filing such tax returns and is not d... | Label: Taxes |
a740f91b-d939-4032-b3e0-175dec8dff70 | Clause:
Unless otherwise defined in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in The Progressive Corporation 2015 Equity Incentive Plan (the “Plan”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Definitions |
6e83daea-dc07-4ac6-a877-6e5f08507b55 | Clause:
No party may, without the written consent of the other, assign or delegate any of his, her or its rights or obligations under this Agreement, except that the Protected Parties may, without the consent of the Restricted Parties, assign or delegate any of its rights or obligations under this Agreement to (i) any ... | Label: Assignments |
d2302be1-dcc9-4174-a5d1-1da46246384f | Clause:
The closing of the RTO shall occur on or before December 31, 2016 (the “ Closing 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, ... | Label: Closings |
1e021670-b880-41da-8de8-b1b6736deaba | Clause:
The Board may amend this Plan as it shall deem advisable; provided , however , that no amendment to the Plan shall be effective without the approval of the Company’s stockholders if (i) stockholder approval is required by applicable law, rule or regulation, including Section 162(m) of the Code and any rule of t... | Label: Amendments |
bcb31b91-ed9b-44e1-ab5a-ae05dd9b7713 | Clause:
By your acceptance of this Option, you consent to the electronic delivery of the Notice of Grant, this Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to del... | Label: Disclosures |
8180c779-1500-4d5a-8a3d-c722c66648b5 | Clause:
The execution, delivery and performance of this Agreement by Seller does not, and will not, violate any provision of its charter or bylaws or, subject to the receipt of the Regulatory Approvals, violate or constitute a breach or contravention of, or default under, any Law to which Seller is subject or under any... | Label: No Conflicts |
163b0642-04c5-4b68-b793-79926baf050e | Clause:
All Restricted Stock Units will vest in accordance with Exhibit A . If the Grantee terminates employment from the Company or an Affiliate for reasons other than death or disability (as determined by the Committee) prior to the date the Restricted Stock Units are vested, the Restricted Stock Units that have not ... | Label: Forfeitures |
32f6f121-71a3-414b-8b38-e459a20442db | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Applicable Laws |
dc13fc3a-273c-456f-8878-3c258e128932 | Clause:
Upon (i) delivery to the Administrative Agent of an assignment, together with any consents required by Sections 12.3.1 and 12.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such assignment shall become eff... | Label: Effective Dates |
bce76a40-b3ff-4a69-88ea-4474fe4b0972 | Clause:
Any capitalized terms not specifically defined herein will have the meaning ascribed to them in the CSA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, A... | Label: Definitions |
22e67531-c1d8-4e87-9b04-db96c146c74e | Clause:
Seller and Purchaser acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or e... | Label: Construction |
3314d71e-07e8-4551-beca-f65aa30bfb35 | Clause:
The written reports, financial statements, certificates and other written information (other than projections, budgets, forecasts, estimates and other forward looking information or information of a general economic or industry specific nature) furnished with respect to any Group Company by or on behalf of any ... | Label: Disclosures |
bff8f1ef-bb6f-40b7-a206-e63b398e0a6e | Clause:
The term of your employment hereunder shall commence on July 5th, 2013 (the “ Start Date ”) and shall end on the earliest of (i) July 5th, 2016, (ii) the date on which your employment is terminated by Employer or you pursuant to Paragraph 10 or (iii) the date of your death or the date of termination of your emp... | Label: Terms |
90524ff5-b30a-4679-9832-49f33403acf6 | Clause:
This Agreement, the Loan Documents and any Note shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Colorado (but giving effect to federal laws applicable to national banks) applicable to contracts made and to be performed entirely ... | Label: Governing Laws |
a8506eaa-95aa-49c9-b614-0b3a0f93f780 | Clause:
This Amendment, together with all the Loan Documents (collectively, the “ Relevant Documents ”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter... | Label: Entire Agreements |
06311464-065b-45a4-92c5-9a828a1aa5ea | Clause:
By accepting this Award under the Plan, Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under ( a ) the Plan, ( b ) the Prior Plan, ( c ) any Award, ( d ) any award granted under the Prior Plan, or ( e ) any amendment, waiver, consent, instrument, ... | Label: Waiver Of Jury Trials |
f2eb7e96-0603-4055-bcdd-f97a270e3086 | Clause:
All representations, warranties and agreements of the parties made in this Agreement shall survive for the later of (i) six-months following the Closing or (ii) fifteen (15) business days after the date on which the Company files with the SEC its Annual Report on Form 10-K, including audited financial statement... | Label: Survival |
cdf7f907-9b73-446e-8d24-6d96f4272b9a | Clause:
The Credit Parties have furnished, or caused to be furnished, to the Lenders (i) audited consolidated (and consolidating by segment) financial statements of the Parent and its Subsidiaries for each of the fiscal years of Parent ended on or about September 25, 2013, September 24, 2014, and September 26, 2015, in... | Label: Financial Statements |
8e7cff3d-9566-44da-b7f7-1c24a457ce99 | Clause:
The Company hereby employs the Executive, and the Executive hereby accepts such employment, as the Senior Vice President-Human Resources of the Company, effective as of the Effective Date, on the terms and subject to the conditions of this Agreement. The Executive agrees to perform such duties and responsibilit... | Label: Positions |
6cb35eab-a57f-4bde-9279-6ec8bf79f067 | Clause:
Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall be submitted to and decided by binding arbitration in the County of New York before a single arbitrator selected jointly by the parties, or, if the parties cannot agree on the selection of the arb... | Label: Arbitration |
22fd0454-70d3-4293-84b4-92db09378aad | Clause:
Subject to reinstatement pursuant to Section 13 hereof, this Guaranty Agreement and each Joinder Agreement, and all of the Guarantors’ Obligations hereunder (excluding those Guarantors’ obligations relating to Guaranteed Liabilities that expressly survive such termination) shall terminate on the Facility Termin... | Label: Terminations |
0064c13c-91ae-4d50-a904-8663ae47bf16 | Clause:
During the Term, CPI shall make quarterly royalty payment reports (“ Quarterly Royalty Reports ”) to GEL on or before the thirtieth (30th) day following the end of the preceding Calendar Quarter. Each Quarterly Royalty Report shall cover the most recently completed Calendar Quarter and shall show: (a) the Gross... | Label: Payments |
5b592bb0-cc48-424a-9fab-9b103f481b8e | Clause:
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. No purchaser of Shares from ... | Label: Successors |
e19428e2-ff10-4084-b3f4-644da7975920 | Clause:
The authorized equity securities of each of the Credit Parties as of the Closing Date are as set forth on Schedule 3.4 . All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens (other than Permitted... | Label: Capitalization |
95b47284-05a6-4eb9-add9-39bb17f6a49d | Clause:
In the event of the death of the Executive during the term of his employment hereunder, the Company shall pay to the estate of the deceased Executive an amount equal to the sum of (x) any unpaid amounts of his Base Salary to the date of his death, plus (y) six months of Base Salary. Additionally, all unvested o... | Label: Death |
83fa577b-4d12-4cf3-af89-eb215a99e110 | Clause:
The consolidated and consolidating balance sheets, and related statements of income, cash flow and shareholder’s equity, of Holdings, Borrower and Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP, and fairly present in all material respects, the ... | Label: Financial Statements |
6e27ddd5-c588-4aa4-b5ca-cdfb18e3399b | Clause:
Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications re... | Label: Intellectual Property |
39011cbd-a8d3-4434-8e81-9d2532d102f1 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced because of any Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemp... | Label: Severability |
7d7d2f02-d9e3-40a9-b51e-6dd84affb02f | Clause:
This Agreement shall be construed under the laws of the State of New Jersey, without regard to the principles of conflicts of law, and any action to construe or enforce this Agreement shall be brought in the court of the State of New Jersey.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Governing Laws |
38e0324c-f552-45f8-a881-89e1982fd357 | Clause:
THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).
Task: Classify this clause ... | Label: Applicable Laws |
79c28264-7331-4f59-89e3-893420c41cb1 | Clause:
(a) (i) 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 the Borough of Manhattan, City of New York, and any appellate court from any there... | Label: Jurisdictions |
d0d0846a-2e9c-4e82-89e3-4c3c3362bd0b | Clause:
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart to this Agreement by facsimile transmission... | Label: Counterparts |
76b826dd-ce69-4cde-b80f-b8d300c0b291 | Clause:
Except as otherwise provided herein, this Agreement (other than the restrictive covenants set forth in Section 15) shall terminate and the Restricted Units shall be forfeited on the date on which Grantee’s full-time employment with all System Company Employers terminates. Further, except as otherwise provided i... | Label: Terminations |
b194a1c7-7cdc-4614-8fc8-5abf022f9a94 | Clause:
Your annual gross base salary continues to be $1,000,000 and is paid on the Company’s U.S. Dollar payroll in accordance with normal Transocean payroll policy (the “Base Salary”). Your annual gross base salary will be reviewed each year by the Committee and communicated to you in writing.
Task: Classify this c... | Label: Base Salary |
49eb6567-f4c9-47a9-9987-86e9a66e67c2 | Clause:
The execution, delivery and performance by Buyer of this Agreement and each of the Transaction Documents to which it is a party do not and will not with the passing of time or the giving of notice or both (i) violate or conflict with any provision of the organizational documents of Buyer, (ii) violate or confli... | Label: No Conflicts |
e2c75057-8147-46af-a7b6-b03040a27c72 | Clause:
This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option Securities, prior to the Additional Closing Date, (i) trading generally shall have... | Label: Terminations |
5d3273a5-0d18-4d44-823a-92729c14d598 | Clause:
This Agreement shall bind all parties, their respective heirs, executors, administrators, successors and assigns, but nothing contained herein shall be construed as an authorization or right of Executive to assign her rights or obligations hereunder.
Task: Classify this clause into ONE of these types (exactly ... | Label: Assignments |
2d714d8a-fa31-405d-926d-d59bb7c70cec | Clause:
TIME IS OF THE ESSENCE WITH RESPECT TO ANY PAYMENTS DUE UNDER 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, Base Salary,... | Label: Payments |
dccba352-8587-4a2d-94a5-827490ad5b21 | Clause:
Each of the Borrower and its Restricted Subsidiaries (a) has filed or caused to be filed all federal, state, provincial and other Tax returns that are required to be filed and (b) has paid or caused to be paid all taxes shown to be due and payable on said returns and all other taxes, fees or other charges impos... | Label: Taxes |
9718b3cc-83d1-4dc0-a8cd-3056b98e989f | Clause:
Leasing Representations and Warranties . Borrower represents and warrants to Lender with respect to leases of the Project that to the best of Borrower's knowledge: (1) Borrower has delivered to Lender true and complete copies of all Leases, including all modifications and amendments thereto. No Person has any p... | Label: Warranties |
b354238b-e967-47e9-af9c-5ae2ec085ef7 | Clause:
If within the period ending twelve (12) months after a Change in Control, (i) the Company and the Bank shall terminate Executive’s employment Without Cause, or (ii) Executive voluntarily terminates his employment With Good Reason (as defined in Section 11f.(iii) of this Agreement), the Company or the Bank sha... | Label: Terminations |
689e16a6-820e-4db1-b8a5-495054d93e06 | Clause:
This Agreement shall be governed by, and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law rules of such state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
e4a94c2a-779b-4a75-b43c-66382049fb26 | Clause:
This Agreement may not be changed, modified, released, discharged, abandoned, or otherwise amended, in whole or in part, except by an instrument in writing signed by you and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Amendments |
cc0872f3-7b1f-43c1-8eeb-40514c930a5b | Clause:
Any provision of this Agreement that may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition ... | Label: Severability |
cd2ebe8d-559c-4251-9753-1ff430448735 | Clause:
The Loan Parties shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent to effectuate the provisions and purposes of this Amendment No. 1.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Further Assurances |
e26e21c0-1de6-42ee-b5ce-f8926a79808f | Clause:
During the portion of any Post-Significant Acquisition Period that occurs before the Termination Date, the Company may in its discretion change the Executive’s position, authority and duties, and may change the location where Executive’s services shall be performed.
Task: Classify this clause into ONE of these... | Label: Positions |
139b9edd-2e93-4f2d-983e-49e12b69e8b9 | Clause:
Unless otherwise provided in this Lease, whenever approval, consent or satisfaction (collectively, an “approval”) is required of a party pursuant to this Lease or an Exhibit hereto, such approval shall not be unreasonably withheld, conditioned or delayed. Unless provision is made for a specific time period, app... | Label: Approvals |
bd8b41e9-d2b5-4df7-b0f1-6cb086b59ed5 | Clause:
This Agreement may be executed and delivered in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement shall become effective only when counterparts have been executed and delivered by al... | Label: Counterparts |
a577cae1-dba1-47f5-a9b6-8208513b0e78 | Clause:
Each Guarantor represents and warrants to the Administrative Agent and each of the other Creditors that as of the date such Guarantor has become a party to this Guaranty, (i) such Guarantor has received consideration that is the reasonable equivalent value of the obligations and liabilities that such Guarantor ... | Label: Solvency |
ac6b93c0-d444-4966-b6d1-00df0c5f6f38 | Clause:
To the knowledge of the Parent Borrower, (1) the Parent Borrower and its Restricted Subsidiaries has filed or caused to be filed all material tax returns which are required to be filed by it and has paid (a) all Taxes shown to be due and payable on such returns and (b) all Taxes shown to be due and payable on a... | Label: Taxes |
db9bb1f8-60b2-4627-907d-2068c653977b | Clause:
The Parties agree that certain matters in which the Executive will be involved during the Employment Term may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment for any reason, to the extent reasonably requested by the Board, the Executive... | Label: Cooperation |
6e213405-fcc7-49db-a411-3358a3be969d | Clause:
The Company will, and will cause each of its Subsidiaries to, 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, franchises, patents, copyrights, trademarks and trade names material to the conduct of... | Label: Existence |
2f25864b-7c73-4850-8626-8797d48760cf | Clause:
In the event of the Employee’s termination by reason of Disability pursuant to Section 5.5 , the Employee will continue to receive the Employee’s Base Salary in effect immediately prior to the Termination Date and participate in applicable employee benefit plans or programs of the Company (on an equivalent basi... | Label: Disability |
6326a5c9-da6b-402f-bff5-692bd0049b74 | Clause:
Provider shall comply with the confidentiality and enrollee record accuracy requirements set forth in 42 CFR 422.118. (42 CFR 422.504(a)(13)).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Confidentiality |
c0b12dc4-1591-4ec2-a7d1-6426e6dc7647 | Clause:
The Stockholder has all requisite authority and power to enter into and deliver this Agreement and any of the other Transaction Documents to which such Stockholder is a party, and any other certificate, agreement, document or instrument to be executed and delivered by the Stockholder in connection with the tran... | Label: Authority |
abeaebf8-1938-4335-a97e-60caae840ecd | Clause:
Notwithstanding any other provision in this Plan, former participants in the ADP Plan whose accounts under such plan were transferred to this Plan in a trust-to-trust transfer effective as of September 1, 2011 (“Former ADP Plan Participants”) shall be 100% vested in their Matching Accounts under this Plan.
Tas... | Label: Vesting |
83c786a7-505c-4638-bd6d-52343ecbd8b4 | Clause:
In connection with the Closing, a buyer-side representations and warranties insurance policy (the “ R&W Policy ”) will be purchased for the benefit of Buyer (a) with a retention amount of 1.25% and a policy limit of $5,000,000 and (b) that provides coverage for (i) breaches of representations and warranties of ... | Label: Representations |
cea9d6ae-aa48-4578-ae9f-1f1c46039e1d | Clause:
In the event of Executive’s death during the Term, Executive’s estate or designated beneficiaries will receive or commence receiving, as soon as practicable, accrued but unpaid Base Salary through the date of death and any payments under applicable employee benefit plans or programs including those that may hav... | Label: Death |
9c7ff180-ad4d-4309-be27-9eb2bdbeb639 | Clause:
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior contracts and other agreements, written or oral, with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Entire Agreements |
74bf0956-874a-4948-81c6-0ca5573cc57e | Clause:
Each employee and director of, and service provider to, the Company and each Subsidiary who is granted, and currently holds, an Award in accordance with the terms of the Plan shall be a “ Participant ” in the Plan. Award recipients shall be limited to employees and directors of, and service providers to, the Co... | Label: Participations |
3a26c46a-bc15-4821-a8e8-36c352cd0798 | Clause:
EACH OF BORROWER AND LENDER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OHIO LOCATED IN HAMILTON COUNTY, OHIO AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF OHIO, AND ANY APPELLATE COURT FROM ANY THEREO... | Label: Submission To Jurisdiction |
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