id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
7f2df6a4-774b-4f29-bb91-eef146730f23 | Clause:
All Development activities, including all tasks specified by any Long-Term Development Plan or Annual Development Plan and Budget, shall be performed by the Parties, their Affiliates and permitted subcontractors in accordance with GLP, GCP or GMP, to the extent applicable, and in compliance with all other Appli... | Label: Applicable Laws |
35ea4c81-8a77-4646-a31a-670d18ec23b4 | 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 applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender, and each Revolving Facility ... | Label: Participations |
7895806a-8384-44e7-b8f4-dd43bc4797d5 | Clause:
Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Existence |
f10b6e77-83eb-4f9b-89ca-29fbff2fb4d9 | Clause:
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Task: Classify this clause into ONE of these types (exact... | Label: Waiver Of Jury Trials |
2fbed501-e7cb-4525-9464-8183e87b672f | Clause:
The Option Term shall expire on the tenth anniversary of the Grant Date (the “ Term ”). The Option shall vest and become exercisable in [equal] installment[s] on [each of] ([each a] “ Vesting Date ”); provided, however, that the Option shall only vest and become exercisable wit... | Label: Terms |
32b20336-5623-437c-975c-92b3eeb73795 | Clause:
Each Participant will be solely responsible for any federal, state or other taxes imposed in connection with the granting of an Award or the delivery of shares of Stock pursuant thereto, and the Participant authorizes the Company or any Subsidiary to make any withholding for taxes which the Company or any Subsi... | Label: Taxes |
a432689e-6a80-4df7-8adc-bed0d635eab0 | Clause:
The expenses of the Plan shall be paid by Huron. Any proceeds received by Huron in connection with any Award may be used for general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Expenses |
5e7cdb1c-8831-4b4a-b0fc-4486e4f4987b | Clause:
Schedule 3.1 7 sets forth a true and complete list and brief description of all policies of, and binders evidencing insurance owned or maintained by a Seller Party related to the Acquired Assets or the Business, or, in the case of the Owned Real Property, an Affiliate, as applicable. Such policies are in full ... | Label: Insurances |
877c610e-6207-4e8f-a9fc-76168d172a2c | Clause:
Notwithstanding anything contained in this Agreement to the contrary, the Company, by written notice to the Executive, shall at all times have the right to terminate this Agreement, and the Executive's employment hereunder, if the Executive shall, as the result of mental or physical incapacity, illness or disab... | Label: Disability |
2621c681-8ce4-42a7-adad-4f0beb377376 | Clause:
The Loan Documents collectively constitute the full and entire agreement and understanding between and among the parties with regard to the subject matter hereof and thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Entire Agreements |
f230efab-f342-4d63-a734-3cb0ae395f67 | Clause:
Until the Retirement Date, Executive shall continue to receive his base salary that was in effect on the date of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Base Salary |
1f7f7029-01fd-46ea-b98f-03f142737384 | Clause:
EACH OF THE PARTIES HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER P... | Label: Waiver Of Jury Trials |
6e5e2887-a7a2-46ef-af26-092f7e44af27 | Clause:
Subject to the provisions of Section 2.07(b) , (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) ea... | Label: Interests |
0c957487-bbc3-4bb8-a049-8d4eed0dd86a | Clause:
(a) GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
Task: Classify this clause into ONE of the... | Label: Jurisdictions |
f9a7e400-6da9-4625-acbd-1e7473a75538 | Clause:
(a) Keep all Property useful and necessary in its business in reasonably good working order and condition, ordinary wear and tear excepted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Insurances |
1c1c564d-ee26-47e4-8c74-dd7b4ba2d52a | Clause:
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy ... | Label: Counterparts |
33274d2c-1ecb-4b7f-a4dd-ff5382046b66 | Clause:
The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Docu... | Label: No Conflicts |
20bb64ae-0a75-400e-8e90-bcd4a5ee7a16 | Clause:
All indemnities set forth herein including, without limitation, in Sections 2.09, 2.10, 2.11, 4.04, 14.01 and 14.05 shall, subject to Section 14.13 (to the extent applicable), survive the execution, delivery and termination of this Agreement and the making and repayment of the Loans.
Task: Classify this clause... | Label: Survival |
733ee710-c3d6-414a-ba7b-925f9f2b948e | Clause:
Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location, and as Bank may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are satisfactory to Bank. All property policies shall have a lender’s... | Label: Insurances |
cffa0ff2-a3b4-4cef-b2c8-91e2ac0933ca | Clause:
Each of the Parties hereto hereby represents that each has taken all actions necessary in order to execute and deliver this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Authority |
65f0e285-5461-4e39-9a9c-cbe74bb7e2df | Clause:
Comply with all Applicable Laws, including ERISA, Environmental, Health or Safety Applicable Law, FLSA, OSHA, AML Legislation, and laws regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, in each case unless ... | Label: Compliance With Laws |
9fe36fc9-e89b-4ea0-806b-7cd01ddab2a5 | Clause:
Teradata has the right to deduct or cause to be deducted from, or collect or cause to be collected, with respect to the taxation of any Share Units, any federal, state, local, foreign or other taxes required by the laws of the United States or any other country to be withheld or paid with respect to the Share U... | Label: Withholdings |
23226b09-a65a-487d-b41a-65babb7acf40 | Clause:
(i) To the fullest extent permitted by law, the Company shall indemnify and hold harmless (but only to the extent of the Company’s assets (including, without limitation, the remaining capital commitments of the Members) each Covered Person from and against any and all claims, damages, losses, costs, expenses an... | Label: Indemnifications |
8afb4016-b26c-4bd1-a4c9-b987c03ecbbc | Clause:
The Company and lndemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement, and agree that any action instituted under this Agreement shall be commenced, prose... | Label: Consent To Jurisdiction |
bb4d9201-8f11-4d28-b941-71830996fc7a | Clause:
Grantor will keep or cause to be kept the Improvements and Personal Property insured against such risks, and in the manner, described in the Mortgaged Leases.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Insurances |
317f002f-c5f5-4bb2-952b-253f2ab727f3 | Clause:
Each of the AMID Entities has been duly incorporated or formed, as the case may be, and is validly existing as a limited liability company, limited partnership or corporation, as the case may be, in good standing under the Laws of its jurisdiction of incorporation or formation, as the case may be, and has the f... | Label: Existence |
7d313c8e-bd48-4942-b3fd-f02a41825b63 | Clause:
No Loan Party shall engage except as may be reasonably approved by the Administrative Agent in (i) any Sale and Leaseback transaction with respect to any of its Property of any character, whether now owned or hereafter acquired or (ii) any off-balance sheet financing or similar transaction.
Task: Classify this... | Label: Sales |
53e15e71-0595-4cd2-acdd-bede2802c4a5 | Clause:
Except as described in the SEC Reports, each of the Company and the Company’s subsidiary, Gold Acquisition Corp., a Nevada corporation (“GAC”) has record title to the unpatented mining claims (“Mining Claims”) and unpatented millsites (“Millsites”) it owns, and record title to its leasehold and subleasehold int... | Label: Liens |
1b9ef447-196f-4cb0-82ce-02b0fad6457c | Clause:
If any terms of the above provisions of this Agreement are found null, void or inoperative, for any reason, the remaining provisions will remain in full force and effect. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for ... | Label: Severability |
285ddd16-df1c-4b6c-a3e6-5694b01bc7f8 | Clause:
The record date for the determination of the holders of Exchangeable Shares entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Exchangeable Shares under Section 3(a) shall be the same dates as the record date and payment date, respectively, for the correspondi... | Label: Records |
02ecd5d0-b50d-4997-ad08-e226330a6429 | Clause:
The Option, this Award Agreement, and all determinations made and actions taken pursuant thereto and her eto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without regard to principl... | Label: Governing Laws |
8226cd0d-79e4-472a-a8f6-ad14ca84d3f5 | Clause:
Executive’s employment shall terminate upon his death and his estate shall be entitled to receive the compensation due to Executive through the last day of the calendar month in which his death occurred.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Death |
697854d3-d316-4b13-967d-be8b737f61b7 | Clause:
This Agreement may be executed by either of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement may be executed by facsimile.
Task: Classify this clause into ONE of these types (exactly o... | Label: Counterparts |
e2425c54-0e01-4cf6-9aa0-1c5ea19565a3 | Clause:
This Separation Agreement shall not become effective or enforceable until the eighth day after Executive signs this Separation Agreement. In other words, Executive may revoke Executive’s acceptance of this Separation Agreement within seven (7) days after the date Executive signs it. Executive’s revocation must ... | Label: Effective Dates |
2d24d0d2-07f5-4fa9-b320-b3cc3807d3af | Clause:
Schedule 3.7 hereto contains an accurate list of all of the presently existing Subsidiaries, including, without limitation, Restricted Subsidiaries, as of the date of this Agreement, setting forth their respective jurisdictions of incorporation or organization and the percentage of their respective capital stoc... | Label: Subsidiaries |
48e0a36c-dde8-4563-abf7-692de02ec19f | Clause:
For each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a fee of $2,000 per day will be assessed for each day after the third business day (inclusive of the day of the conversion) until share delivery is made; and such fee will be added to... | Label: Remedies |
183380b4-8cdb-451f-beeb-d9dc70328ab6 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Tennessee, without regard to its conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
77a18b07-932a-4d4f-8aac-de5b3a49ef96 | Clause:
This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law... | Label: Governing Laws |
2a199d03-ba57-4e73-ab11-d53101255faa | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto 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 document.
Task: Classify this clause into ONE of these types ... | Label: Miscellaneous |
0f65b272-c639-4c65-93c5-e15e6e03f804 | Clause:
This Grant shall be governed by the laws of the Commonwealth of Virginia and applicable Federal law. All disputes arising under this Grant shall be adjudicated solely within the state or Federal courts located within the Commonwealth of Virginia.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Governing Laws |
d5a86973-46fe-4ea8-b5b9-ddccbb5988e9 | Clause:
Each of PMIT, PMC and PennyMac Holdings have heretofore furnished to Buyer a copy of (a) its consolidated balance sheets for the fiscal year ended December 31, 2014 and the related consolidated statements of income and retained earnings and of cash for such fiscal year, with the opinion thereon of Deloitte & To... | Label: Financial Statements |
09067721-0874-4865-9717-1804f45f9fb4 | Clause:
No party may assign or delegate its rights or obligations 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 Salar... | Label: Assignments |
cf349ddb-dc34-4455-ba72-8e7a82024403 | Clause:
Tenant represents and warrants that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Amendment, other than Jones Lang LaSalle (“ Broker ”), and agrees to reimburse, indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord, at Tenan... | Label: Brokers |
425715ab-3e2d-4c71-836b-0b058bfb306f | Clause:
(a) U.S. Bond L/Cs shall be subject to the terms and conditions of this Agreement and applicable Law; provided that (i) a U.S. Bond L/C may have an expiration date later than 12 months from the date of issuance, so long as such date is not later than the Letter of Credit Expiration Date; and (ii) the terms of e... | Label: Terms |
c0a2e0bc-2b49-4f31-9775-7d86f0be9c6a | Clause:
Participant has not made nor will make any grant, license or assignment whatsoever, which will or could reasonably be expected to conflict with or impair the substantial enjoyment of the rights and privileges granted to Fantex hereunder; and, the execution and performance of this Agreement by Participant does n... | Label: No Conflicts |
0f3c966b-a2c5-45de-8502-6775553fd311 | Clause:
This Amendment may be executed in two or more counterparts, each of which shall constitute an original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Au... | Label: Counterparts |
4de00a3e-b041-4522-ae1d-c378175be5fb | Clause:
Any written notices required in this Agreement may be made by personal delivery, facsimile, electronic mail, overnight or other delivery service, or first class mail. Notices by facsimile or electronic mail will be effective when transmission is complete and confirmed; notices by personal delivery will be effec... | Label: Notices |
97674860-e4c6-42fb-ba48-702c4ca6e579 | Clause:
Except to the extent provided to the contrary in Section 2.10, Section 2.11(k) or Section 2.12(a), (i) all interest, all Letter of Credit Fees and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month and (ii) all costs and... | Label: Payments |
05ea510d-a364-40b1-a88b-a2254c5d6414 | Clause:
Your base salary will be Three Hundred Five Thousand Dollars ($305,000) per year (“Base Salary”). Your Base Salary will be payable in regular installments consistent with the Company’s payroll practices in effect from time to time, and the Company will withhold from your Base Salary all applicable deductions re... | Label: Base Salary |
3016f5c8-3b45-4792-b62c-f646e33e5fa0 | 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 a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lende... | Label: Participations |
8f744466-a9e3-4294-b8ce-62f9643b10fe | Clause:
(a) The Loans comprising ABR Borrowings (including Swingline Loans) shall bear interest at the Alternate Base Rate plus the Applicable Rate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Interests |
2011df64-8224-43bb-983f-36c06e3a7040 | Clause:
Executive shall be entitled to participate in and be covered by health insurance, 401(k) and other employee plans and benefits currently or hereafter established for the employees of the Company generally (collectively referred to as the “Company Benefit Plans”) on at least the same terms as other executive off... | Label: Benefits |
3129cd81-b952-44d7-9745-2971513ce20f | Clause:
This Agreement shall terminate upon the distribution of all the Escrow Funds pursuant to any applicable provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Terminations |
7111c159-4438-44b6-99e2-8cace44034c0 | Clause:
All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive Officer by the Bank will be and remain the sole property of the Bank. The Executive Officer shall return to the Bank all such materials and ... | Label: Records |
69675a3f-81f5-4834-8d36-55e25be07d75 | Clause:
The Executive’s base salary will be set no less than annually by the Board or the Compensation Committee. As of the Effective Date, the Executive’s base salary is CHF 353,632, payable in 12 monthly installments of CHF 29,469 per month.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Base Salary |
e08206d9-37ef-46bf-b07c-b90900ace6a1 | Clause:
To the extent the Participant has taxable income in connection with the grant, vesting or payment of the PSUs or the delivery of shares of Common Stock, the Company is authorized to withhold from any compensation payable to Participant, including shares of Common Stock that the Company is to deliver to the Part... | Label: Taxes |
6a7e79a2-df3d-4e03-b2f6-b21e03a7e8e4 | Clause:
This Agreement shall be governed by the laws of the State of New Jersey without giving effect to any choice of law rules thereof. As part of the consideration for new value this day received, each Borrower consents to the jurisdiction of any state court located within Bergen County, New Jersey or any federal co... | Label: Governing Laws |
2a1434c1-b33f-4eac-a7b3-3d8785577b64 | Clause:
Subject in each case to the Participant’s Continuous Service Status on each applicable vesting date, the Options awarded under this Agreement shall vest and become exercisable in accordance with the schedule set forth below unless, prior to any vesting date set forth, the Options are forfeited or have become su... | Label: Vesting |
8dc2f9cc-0de0-4266-bf90-dc23b9684564 | Clause:
The term of this Agreement (the “Term”) shall commence upon the Effective Date and expire on March 31, 2020 unless terminated earlier as provided for herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Terms |
cf895367-805e-449f-8b50-80a5475230c1 | Clause:
This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the S... | Label: Governing Laws |
e80cd6b3-ab04-4cdf-be00-d12126414b66 | Clause:
The parties agree that if any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full... | Label: Severability |
1aebde10-c521-46a5-9eea-f95e03621324 | Clause:
The Company shall have the right to take out life, health, accident, “key-man” or other insurance covering Executive, in the name of the Company and at the Company’s expense in any amount deemed appropriate by the Company. Executive shall assist the Company in obtaining such insurance, including, without limita... | Label: Insurances |
d62b0fc3-93df-47ae-8ff1-f3fe15e1803d | Clause:
This Guarantee Joinder Agreement may be executed in any number of counterparts each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Guarantee Joinder Agreement to produce or account for more than one such counterpart executed by the Join... | Label: Counterparts |
18f4cced-f33f-4b5d-a33f-17cb55da81e6 | Clause:
The terms of this Article 11 shall survive the Closing or earlier termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authoriza... | Label: Survival |
dd3315fa-f422-48dc-9462-86d07fb1a5d1 | Clause:
In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower and each other Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby a... | Label: Releases |
d3758b38-68e4-475d-a99b-cb6d93571264 | Clause:
This Agreement may be executed in counterparts, both of which taken together will constitute one and the same Agreement. This Agreement may be executed and delivered by facsimile transmission of signed counterparts or in .pdf or similar format by electronic mail transmission, and in any number of counterparts, ... | Label: Counterparts |
b1a9da2e-f740-429b-9be8-e6aa0214971a | Clause:
Executive will not, either directly or indirectly, disparage, or induce or encourage others to disparage, the reputation of the Company Group, its services, its products or any of its current or former affiliates or any of their respective members, offices, directors, employees, or agents. Company will not, at... | Label: Non-Disparagement |
6f79ec45-ed4c-431f-bd3d-2e641d39fae0 | Clause:
This agreement may be executed in any number of counterparts and by the parties hereto 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. Delivery of an executed counterpart of a signature page t... | Label: Counterparts |
202e29a4-c94f-405d-964f-9c54ff15ae3a | Clause:
This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party except that this Agreement may be assigned by To... | Label: Assignments |
d025f845-269d-4776-a9a1-f6b5623f87d1 | Clause:
Each of Seller and Purchaser agrees that, from time to time, whether before, at or after the Closing, it shall, and shall cause their respective Affiliates to, execute, deliver and record such further documents, assurances, instruments of conveyances and take such other action as may be reasonably necessary or ... | Label: Further Assurances |
cf31b96e-61d3-46a8-959a-547599cadda7 | Clause:
The Company will continue to pay you your regular wages and provide your regular employee benefits earned through and including the Separation Date, subject to the eligibility rules of the applicable benefit plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Benefits |
deba962d-6966-459e-97b9-d374f0c0c818 | Clause:
This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (wh... | Label: Governing Laws |
0fc28b87-4c2c-411c-b18d-e51f1addaa37 | Clause:
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST OUT OF OR RELATING TO THE PLAN OR THIS PERFORMANCE STOCK AWARD AGREEMENT (INCLUDING THESE TERMS).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Waiver Of Jury Trials |
59a8b390-e8a9-4361-bfb9-a13db655a669 | Clause:
Persons eligible to participate in the Plan include Employees, Consultants and all members of the Board, as determined by the Committee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: General |
80cbc317-ee2d-499d-9abe-0208ea7355dd | Clause:
The Employment Agreement and Executive’s employment with the Bank terminated as of the Termination Date, and except as set forth in Section 2 , Section 9 , and Section 10 below, the Employment Agreement shall thereafter be null and void and neither Executive nor the Bank shall have any rights or interests under... | Label: Employment |
3f093bf3-8f14-4e14-97e2-fa19d286bceb | Clause:
Receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by a Responsible Officer of each Loan Party and by each Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Amendments |
d592c870-7713-4f85-961b-74f98ebcd2b5 | Clause:
The term of the Partnership shall continue until December 31, 2064, unless earlier terminated, wound up and dissolved and terminated in accordance with this Agreement and the Partnership Act.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Terms |
738a6d7e-ab04-40c5-b2e4-2b9ff3f90668 | Clause:
The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) on terms and... | Label: Transactions With Affiliates |
ea4db0e6-7e86-4f71-b4d6-af74920e80f8 | Clause:
The Executive shall receive an annual base salary (“ Annual Base Salary ”) of no less than $700,000. The Executive’s Annual Base Salary shall be reviewed annually by the Compensation Committee of the Board (the “ Compensation Committee ”) pursuant to its normal performance review policies for senior executives ... | Label: Base Salary |
da71cf34-89a5-484b-ac27-63145c9b73fd | Clause:
EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE RELATIONSHIP OF SELLER AND PURCHASER HEREUNDER, PURCHASER’S OWNERSHIP OR USE OF THE PROPERTY, AND/OR ANY C... | Label: Waiver Of Jury Trials |
9b19e4a4-3d6a-4392-a690-f28bd421cefe | Clause:
The Stockholder has the requisite corporate, limited liability company, partnership or trust power and authority, and has taken all action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. If the Stockholder is an individual, ... | Label: Authorizations |
7e1a7623-76b2-4e96-88bd-3d22c1b8681f | Clause:
Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit D .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Definitions |
72a9ddc7-a132-47f0-92e3-8f63f671f08e | Clause:
Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, excepting only the enforcement of any Loyalty Obligations arising under Paragraph 18 of this Agreement, shall be settled by arbitration in accordance with the rules of the American Arbitration Association then in effec... | Label: Arbitration |
b563fb3d-5c72-4daa-bd4e-2cc1e0f84b37 | Clause:
The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such Party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver under this Agree... | Label: No Waivers |
d89d397c-c2c3-43ff-b9d9-a53b1d7fe3b6 | Clause:
All amounts due under this Section shall be payable not later than thirty (30) days after the Borrower’s receipt of an invoice demanding such payment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Payments |
bae2b1df-5764-42c8-99da-6aaae7d76ea0 | Clause:
The waiver by any party of any breach of this Agreement shall not operate or be construed as a waiver of that party’s rights upon any subsequent or different breach. To be effective, any waiver must be set forth in a writing signed by the waiving party and must specifically identify the condition(s) or provisio... | Label: Waivers |
4b72efba-3e14-477d-8115-779e7a8c53e7 | Clause:
All demands, notices, communications and instructions upon or to the Seller, the Servicer, the Owner Trustee, the Indenture Trustee or the Rating Agencies under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly g... | Label: Notices |
fdc4374f-6c9a-4d22-9fbd-be115d9b8ffd | Clause:
Neither of the Parties hereto, nor their respective counsel, shall be deemed the drafter of this Amendment for purposes of construing the provisions hereof. The language in all parts of this Amendment shall in all cases be construed according to its fair meaning, not strictly for or against any of the Parties ... | Label: Interpretations |
482227cf-351d-48dc-83ab-6daef9ea8081 | Clause:
Except as set forth in Section 3.02 of the Disclosure Schedules, Seller has no Subsidiaries, and has no direct or indirect equity, debt or other interest in any Person, or any right, warrant or option to acquire any such interest. No Subsidiary owns or operates any portion of the Business or has any right, titl... | Label: Subsidiaries |
e69f97eb-0bec-4d7b-bb9c-82f8f9d3683e | Clause:
This Warrant shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to its principles regarding conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Governing Laws |
1502995e-bb21-46bd-8231-71800a9b205a | Clause:
The Company may withhold from any benefit payment under this Agreement all federal, state, city or other taxes or other amounts as shall be required pursuant to any law or governmental regulation or ruling.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Withholdings |
39f6f4d2-749a-4cbd-a169-a6810e9bfd4c | Clause:
Except as otherwise permitted under Section 7.3 or Section 7.4 , each Loan Party and any Domestic Subsidiary shall at all times maintain and preserve in full force and effect (a) its existence (including being in good standing in its jurisdiction of organization) and (b) all rights and franchises, contracts, li... | Label: Existence |
8029607d-59fb-4108-9aa7-6e8164f22a12 | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees... | Label: Transactions With Affiliates |
f636bbee-daaa-450c-b112-c04e59a557ae | Clause:
To the best knowledge of the Borrowers, all written information (other than projections, budgets, other forward-looking information, historical financial information, reports prepared by third party consultants or information of a general economic nature) provided directly or indirectly by or on behalf of the B... | Label: Disclosures |
12416eee-7612-4c6f-8738-a4902fe1af3c | Clause:
Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Company, any Borrower or any such Person’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a port... | Label: Participations |
ed47dc72-aab2-4712-a9bc-24e1a0fad228 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the pr... | Label: Successors |
b025ac54-7e44-4196-9e63-cf15b3ce5933 | Clause:
The Administrator may grant Options or Stock Appreciation Rights to one or more Service Providers, subject to such terms and conditions not inconsistent with the Plan as the Administrator shall determine. The Administrator will determine the number of Shares covered by each Option and Stock Appreciation Right,... | Label: General |
7e00bb13-1093-4e16-b8e3-1ca60e30dd3d | Clause:
The Borrower will use the proceeds of the (i) Revolving Loans and (ii) Term B Loans to finance the Transactions, to pay fees and expenses in connection therewith, and for working capital and other general corporate purposes, including the financing of Investments permitted under this Agreement; provided that Bo... | Label: Use Of Proceeds |
c309c5f4-aed6-417e-9134-1a315d27e8e3 | Clause:
This Agreement and the rights, covenants, conditions and obligations of the respective parties hereto and any instrument or agreement executed pursuant hereto shall be binding upon the parties and their respective successors, assigns and legal representatives. Neither this Agreement, nor any rights or obligatio... | Label: Binding Effects |
6974dffa-76e5-4695-8c39-d178536e25ce | Clause:
Except as otherwise provided below, if and to the extent any of the RSUs are unvested and not previously forfeited on the Participant’s date of termination of employment or service with the Company or any Subsidiary other than as a result of Retirement (as defined below), death or Total Disability, then all suc... | Label: Vesting |
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