id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ed4fd047-12ef-4a29-8c3f-4665cc38e4ef | Clause:
Subject to the Company’s vacation policies as in effect from time to time, the Executive may accrue up to twenty (20) days of vacation per year, to be scheduled to minimize disruption to the Company’s operations. Vacation shall accrue ratably at the conclusion of each month and may not be carried over from one ... | Label: Vacations |
9413a62b-a315-41f4-ba5c-d2e20baf1873 | Clause:
The Loan Documents embody the entire agreement of the parties and supersede all prior agreements and understandings relating to the subject matter thereof and any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving any Loan Party and any of the Agent, any Le... | Label: Entire Agreements |
494930d9-d368-4b67-a888-eee142a89817 | Clause:
This Agreement shall become effective upon completion of the IPO.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, B... | Label: Effectiveness |
d29eeae3-bc3f-4189-aa9a-ba032d7e090f | Clause:
All notices and other communications given or made pursuant hereto shall be in writing and shall be (a) delivered by messenger, (b) delivered by a recognized overnight courier service, (c) sent by registered or certified mail (postage prepaid, return receipt requested) or (d) sent by facsimile communication (wi... | Label: Notices |
d0288e60-d950-4fd1-8f2f-33cd83b127f2 | Clause:
This Award Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Award Agreement may be amended pursuant to Section 8.6 of the Plan.
Task: Classif... | Label: Entire Agreements |
2972f39a-c2f4-467a-8c34-51aa9df2942e | Clause:
This Agreement (i) shall be binding upon and inure to the benefit of the Loan Parties, the Lenders and the Administrative Agent and their respective successors and assigns (provided, however, no party may assign its rights hereunder except in accordance with the Credit Agreement), (ii) may be modified or amende... | Label: Miscellaneous |
e93d2809-2164-4462-bf92-d4d7fc2af543 | Clause:
This Amendment may be executed in one or more counterparts, all of which shall constitute one and the same Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns,... | Label: Counterparts |
66a127fb-4a58-4204-9778-cdb494cec3d6 | Clause:
Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any Party without the prior written consent of the other Parties; provided , however , that (a) the Purchaser and the Company may each assign this Agreement and any or all rights or obligations hereund... | Label: Assignments |
ec7883cd-2d7c-43b5-8361-5495ef66dd6e | Clause:
The Plan was originally effective May 19, 2009, upon approval by the stockholders at the Company’s 2009 annual meeting. As amended and restated, the Plan is effective May 7, 2015, upon approval by the stockholders at the Company’s 2015 annual meeting.
Task: Classify this clause into ONE of these types (exactl... | Label: Effective Dates |
c371d198-9a3c-4d64-bd44-80d81c7107e0 | Clause:
All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Copyright Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the G... | Label: Defined Terms |
1290d89c-1961-43f8-b17c-9009808ecbfe | Clause:
This Agreement incorporates the entire understanding among the parties with respect to the subject matter hereof. In reaching the agreements in this Agreement, neither party has relied upon any representation or promise, oral or written, except those set forth herein. This Agreement has been duly authorized by ... | Label: Entire Agreements |
5fc6a64c-bcc7-4ab6-ab94-351827cd1411 | Clause:
The Borrower agrees to pay on demand all reasonable expenses of the Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent and of local counsel, if any, who may be retained by counsel to the Administrative Agent) in connection with any amendments, w... | Label: Expenses |
fa3de945-da34-4906-9712-02147a86e9ee | Clause:
All payments to be made hereunder by Guarantor shall be made in lawful money of the United States of America at the time of payment, shall be made in immediately available funds, and shall be made without deduction (whether for taxes or otherwise) or offset. All payments made by Guarantor hereunder shall be app... | Label: Payments |
e27cb7d5-56fd-44c7-b85d-87ef17cb1bd2 | Clause:
The rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of _______________ [State in which employee works] without regard to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Governing Laws |
9bb14029-7b1a-4836-99ad-906978552334 | Clause:
The payments due under Section 3 hereof shall be in addition to and not in lieu of any payments or benefits due to Employee under any other plan, policy or program of the Company except as provided under Section 15(a) and except that no cash payments shall be paid to Employee under any severance plan of the Com... | Label: Indemnifications |
ffc74a46-8f4e-4db4-b19b-7c7a6559dd9a | Clause:
This Agreement shall be construed and enforced in accordance with the laws of the State of Arizona. Seller and Buyer hereby irrevocably agree that all actions or proceedings in any way, manner or respect, arising out of or from or related to this Agreement shall be litigated in courts located within the State o... | Label: Governing Laws |
85e1e0ac-2ec6-47f8-a6ea-8c6543c27808 | Clause:
(a) Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against the Company or any Subsidiary or, to the knowledge of the Company or any Subsidiary based on written notice received by it, threatened against or affecting the C... | Label: Litigations |
cd8f640e-4c72-4d62-ab1a-ac9088348864 | Clause:
Executive shall serve as the full-time Chief Merchandising Officer of the Company and shall have the duties and responsibilities customarily associated with such position, and such additional duties and responsibilities as may from time to time be assigned to him by the Chief Executive Officer of the Company (t... | Label: Duties |
f929140c-4402-4d8c-b1cb-0a58abc5f827 | Clause:
Ontario does not have any subsidiaries, and Ontario does not own, beneficially or of record, any shares of or control any other corporation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Subsidiaries |
46683526-69ab-4378-a885-6d266f790713 | Clause:
The Loans shall be used solely to finance the working capital and capital expenditure requirements of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Use Of Proceeds |
ee064dc4-445e-4c1c-8b23-2537594d9687 | Clause:
The validity, interpretation and enforcement of this Agreement will be governed by the Laws of the State of Delaware, without regard to the conflict of Laws provisions thereof that would cause the Laws of another state to apply.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Governing Laws |
f1350fa4-e3cd-4222-8a40-e2221bea666a | Clause:
To Guarantor’s knowledge, there is no action, suit, proceeding, arbitration or investigation pending or threatened against Guarantor in any court or by or before any other Governmental Authority, in each case, which, if adversely determined, would reasonably be expected to materially and adversely affect the pe... | Label: Litigations |
4b5b297c-805a-40f8-bb1e-a0950e6fbef5 | Clause:
The consent set forth herein shall be effective only in the specific instance described herein and for the specific purpose for which it was given, and nothing herein shall be construed to limit or bar any rights or remedies of any Secured Party. For the avoidance of doubt and without limiting the generality of... | Label: Effectiveness |
508787dc-857c-4151-bf7a-7d1d158ca014 | Clause:
The Administrative Agent shall have received executed signature pages hereto from each Lender (as determined as of the Amendment No. 3 Effective Date, immediately prior to giving effect to this Amendment No. 3 but after giving effect to any assignments made in accordance with Section 1(s)) and each Loan Party, ... | Label: Consents |
cddd5f9e-4a79-46dd-a15b-100427310525 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or PDF), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactl... | Label: Counterparts |
ce14131a-e799-403b-beaf-70e5c86a8fbf | Clause:
All notices to Executive or other persons then entitled to receive payment under this Agreement shall be delivered to Executive at the Company’s office or such other address as shall be specified in writing by Executive or such other person. All notices to Company shall be delivered to the attention of its Chi... | Label: Notices |
22f003be-7258-47d0-a095-00997ae9cb63 | Clause:
THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT AND ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATED TO THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause in... | Label: Governing Laws |
d8666ad0-a007-4d4a-a203-98f9a2503ad5 | Clause:
Any notice required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate Party at the address specified below or such other address as may be specified by such Party in writing in accordance with this Section 14... | Label: Notices |
5e9e0263-fbc4-43a4-acfd-bcbfd1968cbf | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any principles or rules of conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Governing Laws |
8325bc7b-8647-401b-a9bb-346ad34ddbca | Clause:
The Buyer currently has an authorized capitalization of 45,000,000 shares of common stock, $0.001 par value and 5,000,000 shares of preferred stock, par value $0.001 per share. The Buyer currently has 18,217,865 shares of common stock issued and outstanding and 732,018 shares of preferred stock issued and out... | Label: Capitalization |
a7821a60-afcb-47d5-b143-0f83b22a5d48 | Clause:
Consultant shall indemnify and hold Company harmless from and against any and all debts, claims, demands, liabilities, expenses, losses, injuries, damages for injury to or death of persons, including, but not limited to, Consultant’s employees, if any, and customers and employees of Company, and damages or dest... | Label: Indemnifications |
19f1694d-8045-43e6-8ecf-1cf3b56e3adf | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any o... | Label: Counterparts |
bc85beff-b8a4-4fdb-86cc-bb8a106cf8be | Clause:
The Company does not maintain or contribute to, or have any obligation under, any Pension Plan. The Company is in compliance in all material respects with the presently applicable provisions of ERISA and the United States Internal Revenue Code of 1986, as amended, except for matters that, individually or in the... | Label: Erisa |
49f28636-dfbb-435b-946e-ef2f6247a259 | Clause:
Each party’s obligations under Sections 5.9 and 5.10 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by or replacement of a Lender, the termination of the Commitments and the repayment, satisfaction, discharge or Full Payment of any Obligations.
Task: Classi... | Label: Survival |
e79b96f1-87e1-4e80-b9db-12fb4bae18e3 | Clause:
The Company and Executive hereby agree that as of the Effective Date Executive shall be employed by the Company on the terms set forth in this Agreement (as agreed between the parties – see attached Term Sheet – Appendix A).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Employment |
67e055f0-3fd4-4d96-902f-cee4d9868027 | Clause:
Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by the undersigned, the undersigned does not waive any rights granted to him under Federal or state securities laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: No Waivers |
905651e8-66ae-4384-a7e3-843bcb103423 | Clause:
All funds for the account of the Banks received by the Administrative Agent in respect of payments made by the Borrower pursuant to, or from any Person on account of, any Credit Document shall be distributed forthwith by the Administrative Agent among the Banks, ratably in proportion to their respective interes... | Label: Expenses |
3a3a71bc-cd08-412d-aa22-907bbf24a9c1 | Clause:
You agree that your termination from the Company was effective at the close of business on February 6, 2015 (the “Separation Date”), and that your employment in all capacities with the Company was terminated.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Terminations |
3dee7ded-7409-4584-8574-f4e956a806cc | Clause:
This Seventh Amendment shall become effective on the date on which each of the Borrower, each of the Guarantors and each of the Specified Lenders shall have executed and delivered a copy hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Effectiveness |
3a434f76-d921-4ad1-932e-407295ed039b | Clause:
This Service Mark License Agreement From Licensor to Licensee contains the entire agreement between the parties relating to the subject matter hereof, and all prior proposals, discussions or writings are superseded hereby. The terms of this Service Mark License Agreement From Licensor to Licensee shall be bindi... | Label: Entire Agreements |
2fa6bddf-d9d0-4614-a9ff-233623ac8931 | Clause:
Each Purchaser, severally and not jointly with any other Purchaser, covenants that neither it nor any Affiliate acting on behalf of or pursuant to any understanding with the Company will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with th... | Label: Confidentiality |
903e4640-b931-4a64-8b09-42ce695fcbe9 | Clause:
The terms and provisions contained herein shall constitute the entire agreement between the Parties with respect to Executive’s employment with the Company during the time period covered by this Agreement. This Agreement replaces and supersedes any and all existing agreements entered into between Executive and ... | Label: Entire Agreements |
774c46de-729e-4d38-a228-458c923811df | Clause:
As of the Closing Date, (a) the fair value of the assets of the Borrower, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Borrower will be greater than the amount that will be required to pay the probab... | Label: Solvency |
8f0e7ca6-8984-47be-b662-8f4e3528bf15 | Clause:
Each of the Agents, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, trustees, officers, employees, agents, advisors and repr... | Label: Confidentiality |
36f51240-d173-4210-aa32-223a69e8ad23 | Clause:
Regular meetings of the Board of Directors of the Company shall be held, in person or telephonically, conducted in accordance with the Company’s memorandum and articles of association and applicable law, no less frequently than quarterly. The Company agrees to use its best efforts to nominate and secure the ele... | Label: Representations |
fd85cbb0-aadc-4055-aff4-20476f87596e | Clause:
The Corporation does not currently own, directly or indirectly, any capital stock or other proprietary interest in any corporation, association, trust, partnership, limited liability company, limited liability partnership, joint venture or other entity. The Corporation does not have any subsidiaries or own any ... | Label: Subsidiaries |
548ba91b-682f-4a78-8acd-e66d8113cbb4 | Clause:
The holders of shares of Series C Preferred Stock are entitled to the same rights as the holders of Common Stock with respect to rights to receive notices, reports and audited accounts from the Company and with respect to attending stockholder meetings.
Task: Classify this clause into ONE of these types (exact... | Label: Notices |
ff16bf88-69fc-4016-bd97-882b0f1765eb | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between Swan and the Company with respect to such subject matter, except... | Label: Entire Agreements |
c19c3c4b-ade1-4558-8f7e-337520c9c7af | Clause:
This RSU Agreement, including Schedule 1 hereto, and the Plan contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations between the parties except to the extent that the vesting and/or forfeiture of this Award of... | Label: Entire Agreements |
7d8df7ef-9433-42b9-bbc6-43acfdbfdef2 | Clause:
AS AN ADDITIONAL MATERIAL INDUCEMENT TO THE ADMINISTRATIVE AGENT AND THE LENDERS TO MAKE THE SECOND INITIAL ADVANCE, UPON THE MAKING OF THE SECOND INITIAL ADVANCE, THE BORROWER, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES AND CONSTITUENTS (WHETHER OR NOT A PARTY HERETO) (BORROWER AND ... | Label: Releases |
25f79179-b4bd-48a2-971e-d5b7ec69a37b | Clause:
This Agreement shall inure to the benefit of and be binding upon the Buyer and Seller and their successors. Nothing expressed in this Agreement is intended to give any person other than the persons mentioned in the preceding sentence any legal or equitable right, remedy or claim under this Agreement.
Task: Cl... | Label: Binding Effects |
03200264-d873-479f-ab34-e415d8796342 | Clause:
Except as expressly provided by this Article IX , no Partner shall directly or indirectly transfer all or any part of its Partnership Interests to any Person without first obtaining the written approval of each of the other Partners in accordance with Section 8.2(a)(iii) ; provided, however, that, notwithstandi... | Label: General |
11d0d5ad-61fa-4b5b-a86e-429d1bd54025 | Clause:
The Employee shall continue to perform the duties of President and Chief Executive Officer of the Company and shall, under the direction of the Board, faithfully and to the best of his ability perform such duties and such other duties and responsibilities as may be reasonably assigned by the Board from time to ... | Label: Duties |
9657db6f-194a-4c5f-9668-0f593c88aa52 | Clause:
Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, all restrictions applicable to Restricted Shares and Restricted Stock Unit Awards shall terminate fully and the Participant shall immediately have the right to the delivery in accordance with Secti... | Label: Change In Control |
7b10adcd-3254-40c3-b315-64341d5fdea8 | Clause:
The Company shall execute such further documents, deeds, bills of sale, assignments and assurances and take such further actions as may reasonably be required by the Purchaser to consummate the transactions contemplated by this Agreement and the other agreements contemplated hereby, to vest the Purchaser with f... | Label: Further Assurances |
9fe31302-4dc5-42bc-aad5-bb1b886124f0 | Clause:
Unless otherwise provided for by the Administrator, upon the Awardee’s Termination of Service, the unvested Stock Award and the Shares subject thereto shall be forfeited, provided that to the extent that the Participant purchased any Shares pursuant to such Stock Award, the Company shall have a right to repurch... | Label: Forfeitures |
239c2ae9-3a38-4843-b364-47f45625f390 | Clause:
This Agreement and the other Transaction Documents, along with any exhibits or schedules to such documents and any agreements or documents specifically referenced herein or therein, constitute the full and complete agreement of the parties hereto with respect to the subject matter hereof and thereof.
Task: Cla... | Label: Entire Agreements |
afcd82ae-8eaf-4f70-bb0c-839af26b6550 | Clause:
This Agreement 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 agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Counterparts |
d2dd5c4d-350a-4d3d-b167-e1ed566aa239 | Clause:
Except as otherwise expressly agreed in writing by the other Parties hereto, no Party to this Agreement shall issue or cause to be issued any announcement, press release, or other statement, or shall voluntarily disclose information concerning this Agreement to the press or the general public. The foregoing sha... | Label: Confidentiality |
478e096e-c310-476f-8d6b-d7a72a6fccfb | Clause:
For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand-delivered or dispatched by electronic facsimile transmission (with re... | Label: Notices |
df8f2ed0-1f75-4d8f-9331-1e6af60a4f8e | Clause:
The Borrower will use the proceeds of the Loans solely for (a) payment of closing costs in connection with this Agreement, (b) repayment of Indebtedness, (c) acquisitions, development and capital improvements, (d) general corporate and working capital purposes, and (e) purchase contract deposits and, subject to... | Label: Use Of Proceeds |
b87c9026-9357-4b31-a7b8-d7d973c449e5 | Clause:
The Company has filed on a timely basis all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure to so file would not result in a Material Adverse Effect) and has paid all taxes required to be paid by it and any ... | Label: Taxes |
d6afb8db-226e-483a-9833-09bbca70c4f1 | Clause:
In the event of a conflict between the terms of this Amendment and the terms of the Co-Development Agreement or the terms of any exhibit to this Amendment, the terms of this Amendment shall prevail.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Construction |
d9544f4b-07d2-4547-81d3-e0d53720cb24 | Clause:
This MSA is intended to allow Customer the right to obtain Space and Services from CoreSite Party at CoreSite Data Centers in the United States. By entering into this MSA, the Parties acknowledge that this MSA can be incorporated by reference into Orders for such Space and Services, provided that, the individu... | Label: General |
16835606-b0ef-45cb-85bd-4ab6bcd41064 | Clause:
The Engineering Drawings shall be delivered to Tenant within 15 business days after the later of Tenant’s approval of the Architectural Drawings pursuant to Section 2.5 above or the mutual execution and delivery of this Agreement. Tenant shall approve, or reasonably disapprove (and state, with reasonable specif... | Label: Approvals |
29fd3a16-8910-4a30-82bb-fe40a285ba04 | Clause:
This Agreement, together with any documents (including Schedules and Exhibits), instruments and certificates explicitly referred to herein, constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, u... | Label: Entire Agreements |
f7a943ec-6004-46e4-ac34-85b94af50e4c | Clause:
A one-time Interest charge of 12% shall be applied to the Principal Sum. The Interest is in addition to the OID, and that OID remains payable regardless of time and manner of payment by the Issuer. The Issuer may repay all or any part of a payment of Consideration under this Note at any time on or before 179 da... | Label: Interests |
bef1364b-6636-4b1e-a2a1-db3c90fbe2e9 | Clause:
Upon the date of your employment transfer to the United States, you will be subject to the arbitration requirements in this Paragraph 20.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Arbitration |
f03b34c2-d44b-4405-bd00-b67cc4f3ed2f | Clause:
The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Headings |
42d1fed0-5bea-43a4-a94b-28dca6c4601f | Clause:
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio .... | Label: Successors |
2dbbe6b7-dc1a-46a8-bc67-a375fd237563 | Clause:
All Permits, Principal Project Documents, Real Property Documents, Ground Leases and any other property or assets necessary or appropriate for the development, construction and operation of the Projects (including, without limitation, the Turbine Supply Agreement), shall have been duly assigned or transferred t... | Label: Assignments |
14d21ec6-2fda-4971-af41-97f652b765c9 | Clause:
Each Borrower has or will use the proceeds of the Loans and will use the Letters of Credit solely for the purposes set forth in Section 5.17 . No part of the proceeds of any Loan have or will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board... | Label: Use Of Proceeds |
208bc9f1-a1ea-4db4-af39-825c412095ff | Clause:
This Agreement may be executed in two counterparts, each of which will be deemed an original and both of which taken together will constitute a single instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Counterparts |
7fd0946b-fa88-4438-8afd-556f8063913e | Clause:
Consultant is party to that certain Third Amended and Restated Employment Agreement, entered into as of August 4, 2011, by and between the Company and Consultant, as amended (the “ Employment Agreement ”). The parties agree that Sections 5.2 (Developments) and 5.3 (Confidentiality) of the Employment Agreement ... | Label: Confidentiality |
cb11b0f4-9223-40a3-b735-fb96bf398f51 | Clause:
All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Effective Dates |
4133b7ec-c0ad-46cd-b82a-d40a933394fe | Clause:
Each of Holdings, the Company, each Borrower and each Restricted Subsidiary owns, licenses or possesses the right to use, all of the rights to Intellectual Property that are reasonably necessary for the operation of its business as currently conducted, and, without conflict with the rights of any Person, except... | Label: Intellectual Property |
d655172a-c523-4667-bb52-15c68dfe0a54 | Clause:
Except as provided in 2(b)-(e) below, Performance Units will vest, to the extent earned, on the last day of the Plan Period, and payment shall be made on or before March 30 in the calendar year that begins immediately after the end of the Plan Period.
Task: Classify this clause into ONE of these types (exactly... | Label: Vesting |
537ac512-6510-42a2-b311-a52db5860e1c | Clause:
Sellers shall be responsible for payment of all Taxes arising prior to the Cut-Off Time based on the actual current tax bill. If the Closing takes place before the real estate taxes and special assessments are fixed for the tax year in which the Cut-Off Time occurs, the apportionment of real estate taxes and sp... | Label: Taxes |
ab25bf9e-0d33-46b0-bbef-c328dfec5c58 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) result in the ... | Label: Authorizations |
8fdad4a5-b5f1-4471-a2ef-37edfdfcee55 | Clause:
THIS AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT ... | Label: Governing Laws |
42e8f723-3e5f-44c1-af6d-428c7991a1d2 | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via electronic mail (“ Email ”) at the Email address... | Label: Notices |
1ddcc308-178b-4a6a-9338-f845835d9c06 | Clause:
The Company shall pay Executive an amount equal to three (3) times the sum of Executive’s annual Base Salary and Target Annual Bonus, which shall be paid in substantially equal installments in accordance with the Company’s normal payroll practices commencing on the sixtieth (60th) day following the Termination ... | Label: Base Salary |
32bd4e95-bc91-44fa-83f7-014f625fc76d | Clause:
This Waiver Agreement may be executed in any number of counterparts, each executed counterpart constituting an original, but altogether only one instrument. Delivery of an executed signature page by facsimile or e-mail transmission shall be effective as delivery of a manually signed counterpart of this Waiver ... | Label: Counterparts |
eeb2a2f1-7bcf-4178-b527-a1e1395b7b08 | Clause:
As further security for the payment of the Secured Indebtedness and performance of the obligations contained herein, the Mortgagor hereby transfers, assigns, warrants and conveys to the Mortgagee all Hydrocarbons, and the proceeds and products obtained or processed from (such proceeds and products being in this... | Label: Assignments |
f73d1b68-7c3b-487f-a800-8171c04f7db3 | Clause:
Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and other agreements of the Borrower Parties contained herein, the Administrative Agent and the Lenders party hereto (collectively, the “ Lender Parties ”) hereby ... | Label: Consents |
532d92c5-02c5-407d-b35a-43372ce4126c | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of reimbursement obligations, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for a... | Label: Payments |
75c988b3-98c3-4cad-9309-230fc0e6d4e7 | Clause:
The Borrower will, and will cause each of its Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and intellec... | Label: Existence |
ff00e6f1-bbd0-44b9-b647-e0177129ff10 | Clause:
All awards payable under the Program are taxable as ordinary income in the year of payment and subject to applicable taxes and withholdings. Employees on a temporary relocation are paid and taxed from their home country.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Taxes |
a5294f24-1911-4a5b-9371-5e51353cc6fb | Clause:
(a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of operations, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2015. Such financial statements present fairly, in all material respects, the consolidated financial position... | Label: Financial Statements |
44e092c8-01c5-4bd4-81b6-d030337a62f6 | Clause:
In the event an Employee suffers a total and permanent disability, as defined by the Corporation's long term disability programs, the RSUs will continue to vest according to the terms of this Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Disability |
4be7fc47-854c-4792-9ace-fa92b6014826 | Clause:
Except to the extent such laws are superseded by Federal laws, this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without reference to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Governing Laws |
d062853e-c247-469c-8c2c-c94959129669 | Clause:
Neither the Company nor any of its Subsidiaries is subject to ERISA or maintains any Foreign Benefit Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority,... | Label: Erisa |
2f37e846-dfc3-4650-8a6c-a2be21084b8c | Clause:
The determination of whether any Information and Inventions are conceived, discovered, developed or otherwise made by a Party for the purpose of allocating proprietary rights (including Patent, copyright or other intellectual property rights) as set forth in this ARTICLE 8, shall, for purposes of this Agreement... | Label: Assignments |
6dfd0bbd-00ae-43df-b3a4-a1a479aa8c1f | Clause:
Borrower will comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to it or its properties, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Borrower will in all resp... | Label: Compliance With Laws |
ba22ac39-c0c0-4875-88c0-ea44e4103862 | Clause:
Any notice necessary under this Agreement shall be addressed to the Partnership at the principal executive office of the Partnership and to the Participant at the address appearing in the personnel records of the Partnership (or one of the Partnership’s Affiliates) for the Participant or to either party at such... | Label: Notices |
e7d9a3d3-9a75-4eba-94cf-7b6324aa1c49 | Clause:
Lenders agree to indemnify Agents (to the extent not reimbursed by the Loan Parties), in accordance with their respective Aggregate Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature wh... | Label: Indemnifications |
4c2d4f19-679d-482e-916a-fe4377c10d0d | Clause:
Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investors without the prior consent of the Company (in the case of a release or announcement by the Investors) or the Investors (in the case of a release or announce... | Label: Publicity |
1b32fc3b-1907-472e-b618-448047fb144d | Clause:
No representation or warranty made (x) to the best of Borrower’s knowledge, by the Accutronics Seller under the Accutronics Acquisition Documents or (y) by any Credit Party in this Agreement, any Other Document, or in any financial statement, report, certificate or any other document furnished in connection her... | Label: Disclosures |
67969729-8f71-469a-a4dc-e09461a7499b | Clause:
This Agreement shall be governed by, enforced in accordance with, and interpreted under the internal substantive laws of the State of Florida, without giving effect to the principles thereof relating to conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Governing Laws |
6df4114b-1d77-4ebc-9273-ed75ad110dbf | Clause:
Except as set forth on Schedule 3.1(h) (the “ Outstanding Reports ”), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 12(g), 13(a) or 15(d) thereof, for the three ... | Label: Financial Statements |
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