id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
2c192104-6ff8-4e93-ab29-d3b7ddccb5fe | Clause:
The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) has been set forth in the SEC Reports and has changed since the... | Label: Capitalization |
1d051262-1c2c-4ae9-a342-25b435426524 | Clause:
In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceab... | Label: Severability |
ce18a2c9-e976-4793-a995-9e1876ecfbba | Clause:
Grantor has full right, power and authority to enter into this Security Agreement and to perform all of its duties and obligations under this Security Agreement. The execution and delivery of this Security Agreement and the other Loan Documents to which Grantor is a party will not, nor will the observance or pe... | Label: Authorizations |
68bdad78-96a1-4037-a228-b3230093a7f9 | Clause:
This Agreement contains the entire agreement by and between the Parties with respect to the subject matter hereof, and all prior understandings or agreements, if any, are merged into and/or superseded by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Entire Agreements |
329980c9-adf8-4c30-9eaf-d50f69286201 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the relevant Issuing Bank or the Lenders, the relevant Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the relevant Issuing Ba... | Label: Participations |
16e8ab55-120d-46fb-b1d6-906164320a22 | Clause:
This Agreement shall inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Successors |
8017775c-ea5c-4357-bc96-cb76c0da0441 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to severance pay, benefits and accelerated vesting in connection with any termination of employment and supersedes in all respects all prior agreements between the parties concerning such subject matter, including without limitatio... | Label: Integration |
368bbeba-f938-43b9-9973-798083a3598e | Clause:
TRB is a limited liability company duly organized, validly existing and in good standing under the laws of the state of New York. TRB REIT is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. Seller has full limited liability company power... | Label: Enforceability |
b1bbeef1-e711-4d74-a814-8107362fc280 | Clause:
Any provision of this Agreement may be waived if, but only if, such waiver is in writing and is signed by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partia... | Label: No Waivers |
83536ad4-4377-4a19-8d91-1ea885af3714 | Clause:
If, as a result of Executive’s incapacity due to physical or mental illness (“Disability”), Executive shall have been absent from the full-time performance of Executive’s duties with the Company for a period of four consecutive months and, within 30 days after written notice is provided to Executive by the Comp... | Label: Disability |
732ae462-12fe-4b30-ab51-0b06db1a1806 | Clause:
This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but such counterparts shall, together, constitute one and the same instrument. This Agreement, the other Loan Agreements, and each other agreement or instrument entered into in connect... | Label: Counterparts |
23082b3a-6db7-4b67-af88-a77b9fc528a6 | Clause:
Any announcement, or press or news release by the either Party or its respective shareholders, employees, officers, directors, or agents with respect to the transactions contemplated hereby shall be reviewed and approved by the Buyer and Company prior to its release, subject to any requirements of law. Buyer sh... | Label: Publicity |
440bbde5-ed07-4439-8694-24b285b398bd | Clause:
From and following the Closing Date, the Loans and the other DIP Obligations shall bear interest at the LIBOR Rate plus 11.0% per annum.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Interests |
6e3057ad-5816-425a-8ea5-e836da91197b | Clause:
Employee shall be paid an initial annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of $400,000. The Company will review the Base Salary on a regular basis and make adjustments as determined by the Compensation Committee, in its sole discretion.
Task: Classify thi... | Label: Base Salary |
36f10ddd-eb48-42fa-9495-6450f706add8 | Clause:
This Release shall be incorporated into and made a part of the Employment Agreement, the Indemnification Agreements, and legal documentation related to the Rollover Options and Options (the “ Option Documents ”) as of the date hereof. This Release, together with the Employment Agreement and the Option Documents... | Label: Entire Agreements |
76f7ea28-4a02-4d0e-afb5-7b070e244762 | Clause:
The execution and delivery by the Borrower and the REIT Guarantor of this Amendment and the other documents contemplated hereby and the performance by the Borrower and the REIT Guarantor of this Amendment, the Credit Agreement as amended by this Amendment and the other documents contemplated hereby, will not vi... | Label: Compliance With Laws |
1326462d-6847-4afd-8d0f-c3e80424a122 | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and tha... | Label: Litigations |
addfff51-00f6-4430-8309-b772a817346c | Clause:
The execution and delivery of the Transaction Documents (other than the Bridge Notes Commitment Letter), the delivery of the Notes, the payment of the Notes Purchase Price for each Note, and the execution and delivery of all other instruments, agreements and other documents required by this Agreement (the “ Clo... | Label: Closings |
2d169e55-4dde-4a0b-8a59-a2546c3d1bf4 | Clause:
This Guaranty shall be governed by and interpreted in all respects in accordance with the laws of the State of New York without reference to conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Governing Laws |
38bf1fb5-5987-432a-8850-b153a5aa0e2d | Clause:
From the Effective Date through the earlier of the effective date of the Bank Merger (the “ Bank Merger Date ”) or August 31, 2016 (the “ Transition Date ”), Executive shall devote Executive’s full business time, energies and talents to serving as the Chief Financial Officer of Central Bank or in such other com... | Label: Duties |
67fce207-74a5-47dc-9e3a-605f9c669051 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Governing Laws |
fcd2bc87-24c6-451f-a028-7fb2ac702f24 | Clause:
This Agreement has been, and each other Transaction Document to which the Originator is a party when delivered will have been, duly executed and delivered by it. The Originator’s obligations under this Agreement and the other Transaction Documents to which it is a party constitute its legal, valid and binding o... | Label: Binding Effects |
57efb8c8-2e84-41ff-af91-f5800785cd59 | Clause:
Capitalized terms used but not defined herein (including in the preamble and recitals hereto) have the meanings assigned to them in the Restated Credit Agreement. The provisions of Section 1.03 of the Restated Credit Agreement are hereby incorporated by reference herein, mutatis mutandis .
Task: Classify this ... | Label: Defined Terms |
8fa7137e-9101-4280-a53d-414264877a65 | Clause:
In the event of a Change in Control, a Participant’s Account shall become fully vested if the Participant is employed by a Textron Company on the date of the Change in Control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Change In Control |
9d2ccdb6-f34f-424c-b5d8-5799bdef6a40 | Clause:
The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws except for any failure to comply with any of the foregoing which could not rea... | Label: Compliance With Laws |
62f7724f-4006-4e03-a12f-7d0652e726aa | Clause:
You understand and agree that your employment by WTAM is on at “at will” basis, subject to WTAM’s obligations to pay severance as provided herein. You shall be subordinate to and report directly to officers of WTAM and WTI (or, as may be indicated, to the WTI Board) set forth on Appendix A. You will be entitled... | Label: Miscellaneous |
b6d4b81e-03ab-4cf1-97e0-d7adab5acbe9 | Clause:
Permits and third party approvals necessary or, in the reasonable discretion of Agent, advisable to be obtained by a Credit Party in connection with this Agreement, the other Loan Documents, the consummation of the Acquisition and the continuing operations of Borrower and its Subsidiaries and the transactions c... | Label: Approvals |
82434a6f-e85f-4fab-8b8d-a9c7acb6d8f1 | Clause:
The Agent and the undersigned Lenders, constituting not less than the Requisite Lenders, hereby waive the Events of Default (the “ Specified Defaults ”) arising under (a) Section 8.l(b) of the Credit Agreement from a breach of (i) the Minimum Fixed Charge Coverage Ratio covenant set forth in clause (a) of Annex... | Label: Waivers |
ac3548eb-0a24-45f6-8b40-af7ec1029f4a | Clause:
Upon the termination of the Security Agreement in accordance with Section 6.11 thereof, the Collateral Agent shall, at the expense of such Grantor, execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the lien on and security interest in the Copyrights under th... | Label: Terminations |
ed5f875a-0c36-4bc6-a31a-88e84664b5de | Clause:
This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any Party to any counterpart shall be deemed a signature, and may be appended, to any other counterpart.... | Label: Counterparts |
701dc3bb-8c96-40e4-a144-6688378daac8 | Clause:
The agreements in this Section and the indemnity provisions of Section 12.02(e) shall survive the resignation of the Administrative Agent, the replacement of any Lender and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Survival |
40ceb81b-9f99-4314-9273-1254d9570020 | Clause:
Except as otherwise expressly provided in this Agreement, all covenants, obligations, representations and warranties contained in this Agreement shall not survive the execution and delivery of all instruments of conveyance and the transfer of title to the Property to Buyer and Closing. In addition to the provis... | Label: Survival |
8f89a1c8-b96b-4b93-9059-879f32de9fbe | Clause:
The Company agrees to promptly pay in full (i) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of Ropes & Gray, LLP and Perkins Coie LLP, the Purchasers’ external counsel and of any local counsel in any relevant jurisdiction; provided that the Co... | Label: Expenses |
66b62867-b3d6-401d-9f5d-d22e330707db | Clause:
In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are (i) incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit and (ii)... | Label: Fees |
16cb7701-7b6e-4536-80f7-8661f525eb36 | Clause:
If one or more provisions of this Note are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from ... | Label: Severability |
a4bb46f9-aa0d-4fb4-bcf2-5bcbfd2434b6 | Clause:
In the event that any action, suit or other proceeding is instituted arising out of the performance or failure to perform this Agreement (excluding for clarity any action, suit or proceeding for patent infringement brought by either Party against the other) the prevailing party shall recover all of such party’s... | Label: Costs |
0bcbc776-4ee9-4b98-acae-39bfccd24cb9 | Clause:
This Warrant may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Warrant. Counterparts may be delivered via facsimile, electronic mail (including pdf) or ot... | Label: Counterparts |
2520cb28-a4dd-4b5d-8a88-1da43895d007 | Clause:
Such Grantor has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms. This Agreement has been duly executed and delivered by the duly authorized officers of such Grantor and thi... | Label: Compliance With Laws |
5eb958bf-bbc8-4345-a355-3ca79c7e513e | Clause:
The Originator (directly or through an Affiliate) shall maintain in effect and enforce policies and procedures designed to promote compliance by the Originator, its Subsidiaries and its and their directors, managers, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sa... | Label: Sanctions |
d510578a-b83f-4d30-8046-09f6ff1f4743 | Clause:
The interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws. The Holder may only exercise his or her rights in respect of the Plan, the Grant Agreement and these Units to the extent that it would... | Label: Governing Laws |
fe781862-e6bd-4f52-a281-dcf90be142f7 | Clause:
This Agreement contains the sole and entire binding agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all other prior written or oral agreements among them.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Entire Agreements |
0ffdd5bd-abf6-4f57-846a-ce97975a7d55 | Clause:
The Administrative Agent shall have received certified copies of the most recent quarterly and annual financial statements of SPLNG, which financial statements need not be audited.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Financial Statements |
6ec4336b-3387-4327-8501-6e5c6386da9e | Clause:
Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell to the Company, and the Company hereby agrees to purchase from the Seller, the Shares at a price per Share equal to $1.62, which represents the average closing price of the Common Stock on the NASDAQ Capital Market over the ... | Label: Sales |
c55e7a79-97c8-4fbb-81be-7207600f8031 | Clause:
All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made, and shall be true and correct in all material respects ( provided that if any representation or warranty already includes a materiality or material adverse effect qualifier, such representation ... | Label: Warranties |
de058312-facd-4689-bd39-21acc1c02366 | Clause:
This Waiver may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of the executed counterpart of this Waiver b... | Label: Counterparts |
3f60f72f-2ea6-434d-8c35-ea3647e73e2d | Clause:
As of the Restatement Date and immediately after giving effect to each Credit Event, the Loan Parties and their respective Subsidiaries will be Solvent, on a consolidated basis.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Solvency |
823d0603-70ef-4ae0-a30f-ebd0a1897a7d | Clause:
Manager shall furnish Owner, upon receipt by Manager, copies of all written notices received in connection with the Property or its services hereunder, including, without limitation, the following: (i) all written notices of violations by Owner of law or municipal ordinances or orders issued by any governmenta... | Label: Notices |
d35d4cad-bddd-499d-bcf2-74a88876deec | Clause:
The compensation and benefits specified in this Section 3 and in Section 4 of this Agreement shall be in lieu of any and all other compensation and benefits. Payment of all compensation and benefits to Executive specified in this Section 3 and in Section 4 of this Agreement (i) shall be made in accordance with ... | Label: Payments |
34efba40-9fd7-44fb-b618-67f458e0cfab | Clause:
Unless otherwise provided by the Committee, the Company shall deduct or withhold any amount needed to satisfy any foreign, federal, state, or local tax (including but not limited to the Participant’s employment tax obligations) required by law to be withheld with respect to any taxable event arising or as a res... | Label: Tax Withholdings |
d86732f7-5dbd-4f79-ad7a-8f1b07a79a0f | Clause:
The Company’s obligation to make any payment to the Executive as described in this Article 3 is contingent upon the Executive’s execution and non-revocation of a release within sixty (60) days following the Executive's Separation from Service, in form and substance reasonably satisfactory to the Company, that, ... | Label: Releases |
752d03ec-86d1-400a-818e-f1fb918deff7 | Clause:
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS AMENDMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Task: Classify this clause into ONE of these types... | Label: Governing Laws |
24d4a682-4ee1-44cb-8904-1fa83715f05f | Clause:
If any term of other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of 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 and legal substance of the underlying transact... | Label: Severability |
85d39cc7-abaf-4541-bbd3-4d8f797891a7 | Clause:
This Agreement may not be assigned by (a) the Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of the Fund, except that the Custodian may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controll... | Label: Assignments |
7fff051c-ea67-4dd1-8ed8-eb93c75d0bc3 | Clause:
Promptly, and in any event within 10 days after any Credit Party or any Subsidiary of a Credit Party or any ERISA Affiliate knows of the occurrence of any ERISA Event, the Borrower will deliver to the Administrative Agent and each of the Lenders a certificate of an Authorized Officer of the Borrower setting for... | Label: Erisa |
d82d7371-ef64-42a7-a0bc-c1c7fa3a3830 | Clause:
The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents and otherwise to carry ou... | Label: Authority |
93b62260-65ed-4e4e-a53e-f27a64b2705e | Clause:
Except as Previously Disclosed, none of the officers or directors of the Company or its subsidiaries and, to the knowledge of the Company, none of the employees of the Company or its subsidiaries is presently a party to any transaction with the Company or any subsidiary (other than for services as employees, of... | Label: Transactions With Affiliates |
99906a8a-9904-4bc5-9d4f-8c64b9cf2d6f | Clause:
The Plan has been approved by the Board to be effective as of March 31, 2007, subject to the approval of the stockholders of the Company. The Plan shall remain in effect until terminated by action of the Board; provided, however, that no Awards may be granted hereunder after the tenth anniversary of its initia... | Label: Terms |
33024d9a-2c74-4347-92d0-c080e42328cb | Clause:
Section 1.02 of the Credit Agreement is incorporated herein, mutatis mutandis , as if a part hereof.
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, Autho... | Label: Construction |
a14d9cfa-32a7-4197-9189-efaf104a4939 | Clause:
The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable fe... | Label: General |
4f670e65-8be0-4f52-b7a8-42226b1c41a2 | Clause:
This Thirteenth Modification shall become effective only upon full execution and delivery of this Thirteenth Modification by Landlord and Tenant. This Thirteenth Modification contains the parties' entire agreement regarding the subject matter covered by this Thirteenth Modification, and supersedes all prior cor... | Label: Miscellaneous |
338ef1a1-5591-4f60-891f-366342116738 | Clause:
In the event that Executive shall suffer a disability which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least 90 consecutive days, or 180 nonconsecutive days within any 365 day period, the Company shall have the right to terminate Executive's employment f... | Label: Disability |
46a54291-e74a-4637-92b3-7a9bc0473aaf | Clause:
As of March 17, 2016, the authorized capital stock of the Parent Borrower consists of 120,000,000 shares, $1.00 par value per share, of which 67,367,309 ordinary shares, 9,200,000 shares of 7.5% Non-Cumulative Preferred Shares, Series B and 9,200 shares of 6.35% Non-Cumulative Preferred Shares, Series C are iss... | Label: Capitalization |
ef129f2d-a106-4af6-92d4-0c570be44015 | Clause:
First Lien Agent may demand specific performance of this Intercreditor Agreement. Each Junior Lien Collateral Agent, for itself and on behalf of the other Junior Lien Secured Parties for whom it is acting as agent, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defe... | Label: Specific Performance |
f170edf0-c4b9-4025-8b3b-56c4d22975e6 | Clause:
All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Employee by the Bank or any affiliate or are produced by the Employee in connection with the Employee’s employment will be and remain the sole propert... | Label: Records |
9010b8c4-8ae7-4860-9b20-3f86000de4db | Clause:
On and after the Closing Date, and after giving due regard to Section 4 above, the parties hereto shall take any and all further actions, including but not limited to the execution of additional instruments or documents, that may be reasonably requested in writing by any one of them to effectuate or evidence t... | Label: Further Assurances |
b9aff7ca-cd23-4376-bf16-8535da377470 | Clause:
This Agreement, together with the CEOC Plan and the other Definitive Documents that are executed by the Parties, constitute the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all other prior negotiations, agreements and understandings, whether written or ora... | Label: Entire Agreements |
cb990eb4-3298-45a7-a49d-acd1a7c48c07 | Clause:
This Side Letter may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument, and may be in pdf or other form of electronic copy.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Counterparts |
3b90b644-88ee-4e56-8ea2-404c5088e959 | Clause:
This is a Pennsylvania contract and shall be construed under and be governed in all respects by the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of laws principles of such Commonwealth. With respect to any disputes concerning federal law, such disputes shall be determined in a... | Label: Governing Laws |
202cedd7-bc8e-4195-81b8-a8645037d998 | Clause:
The Borrower will not, and will not permit any of the Subsidiary Guarantors to, create or acquire any additional Subsidiaries, unless the Borrower promptly, but, in any event, no later than 30 days after such formation or acquisition of any such Subsidiary (or such later date as may be acceptable to the Adminis... | Label: Subsidiaries |
cc9fa782-5211-4618-9a75-8f55e263a632 | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegali... | Label: Severability |
8e344843-dc4a-4b84-86a4-51e5ca10d3b8 | Clause:
The Administrative Agent and the Borrower shall determine the effective date (each, an “ Increase Effective Date ”) for each Incremental Commitment and the final allocation of such Incremental Commitment. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocations of suc... | Label: Effective Dates |
53d3f839-e262-44ea-ad4e-f63f45ab538f | Clause:
This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, discussions, writings, and agreements between them.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Entire Agreements |
b863de4a-b745-427a-ac91-c8a7516cf9f7 | Clause:
The Executive agrees that the Company’s goodwill and reputation are assets of great value to the Company which were obtained through great costs, time and effort. Therefore, the Executive agrees that during his employment and after the termination of his employment, the Executive shall not in any way, directly ... | Label: Non-Disparagement |
706d6ae4-bcab-4cbc-a235-1a4ffd0e3efd | Clause:
Other than as set forth in the Loan Documents or on Schedule 5.5 , there are no actions or proceedings pending or, to the knowledge of Borrower’s Responsible Officers, threatened by or against Borrower or any Subsidiary in which an adverse decision would reasonably be expected to cause a Material Adverse Change... | Label: Litigations |
9af12a70-d9e3-4fb7-93f3-dfb89fbc3111 | Clause:
Buyer is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Nevada.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Organizations |
7744458e-8816-4673-8cae-7162fa38b97b | Clause:
The covenants of this Agreement are intended to be separable , and the expressions used there in are intended to refer to divi s ible entities. According l y, the invalidity of all or any part of any section of this Agreement shall not render invalid the remainder of this Agreement or of such section. If, in an... | Label: Severability |
d92f7c93-2512-44a8-9566-3e7815fd87e9 | Clause:
This Lease may be modified only in writing, signed by the parties in interest at the time of the modification. As long as they do not materially change Tenant’s obligations hereunder, Tenant agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in con... | Label: Amendments |
95c239b4-bd43-4726-b144-f14c6b19837f | Clause:
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to t... | Label: Notices |
e7af52ce-cd76-408a-9e20-90f548d7b97b | Clause:
This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of th... | Label: Governing Laws |
7e50c0aa-ff27-46d7-a652-4e2cd02ed627 | Clause:
The Officer acknowledges that by her free and voluntary act of signing below, the Officer agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Officer acknowledges that she has been advised to consult with an attorney prior to executing this Agreement.
Task: Classify this c... | Label: Waivers |
2f1a78da-b880-481a-923d-f32e5af2f7f8 | Clause:
Subject to the terms and conditions of Article II, pursuant to the terms of this Agreement, Executive’s employment will continue until September 19, 2018, unless such term is extended pursuant to the following sentence. Executive’s employment will automatically be extended on September 19, 2018 and on each subs... | Label: Terms |
07831ad6-b542-4370-804d-33416cff8dcc | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject-matter hereof, and supersedes any and all prior written or oral agreements, understandings or courses of dealing between them. There are no representations, agreements, arrangements or understandings, oral or written... | Label: Entire Agreements |
41f69ef6-a307-472a-aafd-fa8ab557acef | Clause:
All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Covered Executive by the Company or are produced by the Covered Executive in connection with the Covered Executive’s employment will be and remain the... | Label: Records |
e128e462-3e5c-4263-8e66-c9a4009ac4ed | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before November 30, 2016; ... | Label: Terminations |
474055ac-82af-4a17-b118-3e943644989e | Clause:
The Parties agree and covenant that they will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory remarks, comments or statements concerning Peruvemba or Quantum or their businesses, or any of their employees, officers, and existing and prospective customer... | Label: Non-Disparagement |
34598123-a5f5-482a-bbeb-4e1f55a98346 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format or other electronic means ... | Label: Counterparts |
1d5f82a4-6f65-4971-9646-5198174f7490 | Clause:
(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Initial Purchasers shall be given to the Representatives: c/o J.P. Morgan Securities LLC, ... | Label: Miscellaneous |
69b1da9a-153f-4c2e-979c-d3a52ec34c1c | Clause:
The Company shall withhold any income or employment taxes required by law to be withheld from payments made hereunder, provided however, that Consultant shall have full responsibility for satisfying any other tax required by law to be paid with respect to the fees paid hereunder.
Task: Classify this clause int... | Label: Taxes |
bc9d8aa8-4738-4188-bb2c-3eecf616eeb6 | Clause:
Any provision of this Agreement that is 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 or unenforceability in any jurisdiction shal... | Label: Severability |
b3d00198-3a3d-4c5a-84b6-010994bd0978 | Clause:
The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and... | Label: Duties |
184d51a9-c646-4766-aced-8d01acb7c6f1 | Clause:
In the event the Executive dies during the Term, the Executive's employment shall automatically terminate on the date of death. In such event, the Executive's estate shall be entitled to receive his Base Salary through the date of death and the 2014 Bonus (if such 2014 Bonus has not previously been paid to the ... | Label: Death |
0db468cd-d9f1-4f82-a118-697383841a49 | Clause:
This Release will be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflicts of law. If any provision of this Release is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however,... | Label: Miscellaneous |
3977c688-2a3c-4c14-9c10-2f8379b9cbcc | Clause:
The execution, delivery and performance by PARKERVISION of this Agreement and the other Funding Documents in accordance with their respective terms do not and will not, after the giving of notice, or the lapse of time or both, or otherwise (i) conflict with, result in a breach of, or constitute a default under ... | Label: No Conflicts |
f2cd503c-08e3-4793-847b-337fa884fae4 | Clause:
All notices, requests and other communications hereunder shall be in writing and shall be given as provided in the Loan Agreement. Guarantor's address for notice is set forth below its signature hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Notices |
c7ebdf36-aab7-46fa-95ce-aa3c4a5ffa0d | Clause:
The parties agree that certain matters in which Executive will be involved during the Term of Employment may necessitate Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Board, Executive shall cooper... | Label: Cooperation |
25e584dd-9cd1-4850-8ad5-d79d534713bc | Clause:
Tenant acknowledges that as of the Effective Date, there are no claims by Tenant against Landlord arising under the Lease. Tenant releases and discharges Landlord, its successors and assigns, from any demands for injuries or damages of any kind or nature arising out of or related to the Lease or the Premises th... | Label: Waivers |
00266d13-3dd4-4049-b113-321b5e8f0679 | Clause:
This Agreement will be governed by and construed in accordance with applicable federal laws and, to the extent not inconsistent therewith or preempted thereby, with the laws of the State of Illinois, including any applicable statutes of limitation, without regard to any otherwise applicable principles of confli... | Label: Governing Laws |
2abf409b-f365-4727-b8c3-d682205e5106 | Clause:
ANY DISPUTE BETWEEN THE BORROWER, THE ADMINISTRATIVE AGENT, ANY BANK, OR ANY INDEMNITEE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, O... | Label: Governing Laws |
5e69dd24-aeb1-4ce8-863f-a64ec050c82e | Clause:
The execution and delivery of this Agreement by the Company does not and the consummation of the transactions contemplated hereby by the Company will not (i) violate any provision of the certificate of incorporation, bylaws or similar governance documents of or applicable to the Company, (ii) result in a breach... | Label: No Conflicts |
9fa53a36-505f-4e83-9118-5db08648a918 | Clause:
The Company will, and will cause each Material Subsidiary to, maintain insurance with responsible companies in such amounts and against such risks as is usually carried by owners of similar businesses and properties in the same general areas in which the Company and its Material Subsidiaries operate; provided t... | Label: Insurances |
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