id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
8914cec6-ee13-4be2-ac00-dae49a531371 | Clause:
No waiver of any provision of this Agreement will be effective unless it is explicitly set forth in writing and signed by the Party so waiving. No failure or delay of a Party in exercising any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof. No sing... | Label: Waivers |
bb2b1001-c365-4892-bb63-d981fc4cba34 | Clause:
Borrower, its Subsidiaries and Obligated Parties own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses, slogans, other advertising products and processes, and other intellectual property rights that are reasonably necessary ... | Label: Intellectual Property |
9b9b5954-2465-4449-ad30-2118a8097d2d | Clause:
THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Governing Laws |
9c4b95c1-b6ac-44e3-9f93-65c87e2fadea | Clause:
The Closing shall occur at 10:00 a.m., New York City time, on the date hereof after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6(a) and 7(a) below (or such later date as is mutually agreed to by the Company and Investor ) (the " Closing Date "), at the office... | Label: Closings |
74d4ee66-6597-448f-9229-6985367936e3 | Clause:
Upon a recipient’s death, all unvested SARs immediately vest. A recipient’s estate will have three years from the date of death (or until the expiration of the SAR, if earlier) to exercise all outstanding SARs, provided however, that if a SAR expires prior to the expiration of the three year extension period, t... | Label: Death |
22f87910-15c6-4b9b-b5da-97a05029cf27 | Clause:
This Agreement and the Confidentiality and Invention Assignment Agreement contain the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous promises, understandings, or agreements, whether written or oral (including, without limit... | Label: Entire Agreements |
ce92e804-432d-42a8-852e-556bd3e2e7e3 | Clause:
The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York as applicable to contracts made and wholly performed therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Governing Laws |
9cadba3a-3053-4e96-8585-4bdd13c7b94e | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more Approved... | Label: Assignments |
84cba95e-d23a-4a2a-8501-afcc6fb5a4ae | Clause:
Each of the Parent and its Subsidiaries has filed all United States Federal income Tax returns and all other material Tax returns which are required to be filed by it and has paid all Taxes due pursuant to such returns or pursuant to any assessment received by it, except to the extent the same may be contested ... | Label: Taxes |
255ea60a-9d2c-4983-ac3e-b750f1758d35 | Clause:
Unless expressly provided for elsewhere in this Agreement, this Agreement will be interpreted in accordance with the following provisions: (a) the words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words refer to this Agreement as an entirety and not solely to the particular... | Label: Interpretations |
51cf7442-2a5f-4c65-8879-777c686ab528 | Clause:
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be executed by facsimile signature or ot... | Label: Counterparts |
85c79926-f4fe-4c6d-8a4e-8091a0e42bb4 | Clause:
The Borrower irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the state of New York sitting in New York County and the United States District Court for the Southern District of New York, in any action or proceeding arising out of or relating... | Label: Jurisdictions |
91eed69f-927e-4407-acc1-f6643a4f6f77 | Clause:
The Proprietary Inventions and Assignment Agreement referred to in Section 12(d) and the Company's and Executive's responsibilities under Sections 7, 8, 9, 10, 11, 13, 14, 15 and 16 will survive the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Survival |
36a98ffb-b651-419e-bbbb-ad9fc298ca5b | Clause:
In any action to foreclose the lien hereof or otherwise enforce Mortgagee’s rights and remedies hereunder, there shall be allowed and included as additional indebtedness secured hereby all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee including repair costs, payments to re... | Label: Expenses |
47335121-f270-4c20-a712-ee2231f6b034 | Clause:
(a) The Borrower shall make each payment (including principal of or interest on any Borrowing) hereunder and under any other Loan Document without setoff, counterclaim or deduction of any kind not later than 2:00 p.m., New York City time, on the date when due in dollars to the Lender at its offices at The Bank ... | Label: Payments |
ea574763-c6c8-43a7-885c-c7daf4978686 | Clause:
Executive will serve as the Sr. Vice President of Corporate and Business Development of the Company. Executive will render such business and professional services in the performance of his duties, consistent with Executive’s position within the Company, as shall reasonably be assigned to him by the Company’s Ch... | Label: Titles |
323b1041-3f19-42ad-8369-2bc1d2c2402d | Clause:
This Agreement and the other Loan Documents are submitted by each Borrower to Administrative Agent and Lenders for Administrative Agent’s and Lenders’ acceptance or rejection at Administrative Agent’s principal place of business as an offer by Borrowers to borrow monies from Administrative Agent and Lenders now... | Label: Construction |
8f6ce9a8-d4e6-47f1-b59d-e5a493b06dda | Clause:
On the date hereof: (a) all Intellectual Property owned by any Loan Party and material to its business is valid, subsisting, unexpired and enforceable and has not been abandoned; and (b) none of the Intellectual Property owned by any Loan Party and material to its business is the subject of any licensing or fra... | Label: Intellectual Property |
fd86b83a-5f67-416e-973e-c8d694de34c2 | Clause:
Other than as a result of the filing of the CHC Cases, the distribution of the Rights, and, subject to entry of the Confirmation Order and consummation of the Plan, the sale, issuance and delivery of the Notes, the consummation of the Rights Offering by the Company, the sale, issuance and delivery of the Unsubs... | Label: No Conflicts |
ee4d3f62-ed78-4f12-9b1d-70246635322e | Clause:
(a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance to the extent and against such risks as is commonly maintained by companies engaged in the same or ... | Label: Insurances |
427b88d1-87da-472f-857b-20aaa4070a24 | Clause:
This Joinder shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to any conflicts of law provisions which would require the application of the law of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Governing Laws |
a84b05e0-f2da-481b-aa62-c4ce08280e0a | Clause:
(a) Each borrowing by the Borrower from the Lenders hereunder and each payment by the Borrower on account of any commitment fee shall be made pro rata according to the respective Revolving Percentages of the Lenders. Any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to t... | Label: Payments |
74e564ee-58c8-4ac6-a86b-abc08f2c3bc7 | Clause:
This Agreement may be terminated by Ashland Global at any time, in its sole discretion, prior to the Separation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Terminations |
16a940d7-8185-49bd-b70c-6d175ee603ea | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR ITS SUCCESSORS AGAINST ANY OTHER PARTY HERETO OR ITS SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Task: Cla... | Label: Waiver Of Jury Trials |
4b08b1bd-d897-4519-84b9-ae4f1bd48ad1 | Clause:
Subject to the terms and conditions hereof, (a) the Initial Closing shall take place at the offices of Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002 or such other location as mutually agreed to by the Parties, on the first Business Day on which the satisfaction or waiver of the conditions set ... | Label: Closings |
c8576af1-434d-46c7-8808-ae678189be27 | Clause:
If any provision of this Lease shall be determined to be invalid or unenforceable by a court of competent jurisdiction, such determination shall in no way affect, impair or invalidate any other provision of this Lease, and all other provisions hereof shall remain in full force and effect.
Task: Classify this c... | Label: Severability |
9fcd1253-8b46-4f31-b71c-6600401e4920 | Clause:
Buyer shall have received a warehouse lender’s release or other document acceptable to Buyer in its sole discretion evidencing the release and conveyance of the loan to Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Releases |
7f05d613-1841-4c7a-8870-0339b4ea5ec6 | Clause:
All issued and outstanding Equity Interests of each of the Borrower and the Subsidiary Loan Parties and each of their respective Subsidiaries are, to the extent applicable, duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than Liens expressly permitted by Sec... | Label: Subsidiaries |
81fe24df-1c4a-4180-8e38-acc047bf3281 | Clause:
The Debtors shall pay, when due and payable, all outstanding prepetition and postpetition fees and expenses incurred by the Plan Sponsor and its advisors, including the fees of and expenses incurred by Kirkland & Ellis LLP, as counsel to the Plan Sponsor, Zack A. Clement PLLC, as local counsel to the Plan Spons... | Label: Expenses |
678e30df-7682-495c-9c70-b8c5aafeeac0 | Clause:
Except as otherwise provided in Sections 4 and 5 of this Award Agreement, [Percentage] of the Restricted Shares will vest on each of [ ], [ ], [ ], [ ] and [ ] (each date, a “ Vesting Date ”), provided that, in the event the applicable date occurs during a Firmwide Blackout Period (as defined in the Company’s C... | Label: Vesting |
e77b5c52-7270-405e-9c56-43ce276c16da | Clause:
Each of the representations and warranties set forth in this Article III shall be deemed represented and made by Umatrin and the Umatrin Shareholders at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.
Task: Clas... | Label: Survival |
0460c7eb-c5da-4e4f-b313-2901109ddef5 | Clause:
No provision of this Agreement may be amended, modified, or waived except by written agreement signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Modifications |
764eb8d4-01ab-4da8-9ee3-6fb59b61ce1d | Clause:
This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement... | Label: Counterparts |
10a8b028-fc05-4592-ba33-f5c37a503ee2 | Clause:
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by telecopy or facsimile transmission, upon ac... | Label: Notices |
a4cfa832-ed1c-4cba-8407-455e8538ba2b | Clause:
In the U.S. and many countries, the difference between the Grant Price and the value of the stock at the time of an Option exercise multiplied by the number of shares purchased is compensation subject to tax withholding. The Option exercise will not be completed until all federal, state, local, and other govern... | Label: Tax Withholdings |
b0f2dba1-6fb9-40f9-9800-50e670fce0cd | Clause:
This Agreement will inure to the benefit of and is binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and... | Label: Assignments |
ebaa9317-8f1c-47b7-8026-f95fb8a1f64d | Clause:
(i) Neither Party shall provide, or cause to be provided, any Service to the extent that the provision of such Service would require such Party, the other members of its group or any of their respective Personnel to violate (a) any applicable Law, (b) any policies and/or procedures of such Party designed to res... | Label: Compliance With Laws |
793c1533-225d-440b-a940-d882dfcb1a00 | Clause:
This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Governing Laws |
31622665-2138-452f-a031-4d662ab8dd62 | Clause:
Unless otherwise specified, references in this Agreement to any Section or clause refer to such Section or clause as contained in this Agreement. The words “herein,” “hereof” and “hereunder” and other words of similar import in this Agreement refer to this Agreement as a whole, and not to any particular Section... | Label: Interpretations |
02f3f007-40af-426c-bef2-d90292a4a8a3 | Clause:
Interest accrued on a Floating Rate Loan shall be payable on each Payment Date, on any date on which such Floating Rate Loan is prepaid, whether due to acceleration or otherwise, and at the Termination Date. Interest accrued on that portion of the outstanding principal amount of a Floating Rate Loan converted i... | Label: Interests |
337d0651-3200-4a0c-9994-1e71dde1f1df | Clause:
All notices shall be given to Buyer and Seller at the address set forth on the first page of this Agreement, or the facsimile number or email address as the parties may exchange from time to time, and shall be deemed to have been delivered and received (i) if mailed, three (3) calendar days after deposited in t... | Label: Notices |
3fe308a1-94ef-4953-a390-228e92816073 | Clause:
JURISDICTION AND VENUE IN ANY SUIT, ACTION OR PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER A... | Label: Jurisdictions |
2ea28db3-0e37-47c0-b9e1-53360e018f2e | Clause:
The representations and warranties of the Seller contained in Section 3.02 will be true and correct on the 2016-A Closing Date, and the Seller will have performed on or prior to the 2016-A Closing Date all obligations to be performed by the Seller under this Agreement on or prior to the 2016-A Closing Date.
Ta... | Label: Representations |
8488cbdf-461d-43e4-b6d4-0ba8a7d226f2 | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the ... | Label: Payments |
c3a8ea26-0461-4934-a01f-c4a00f954fb8 | Clause:
Except as set forth in the SEC Reports or reported on a Form 3, 4 or 5 filed with the Commission, in either case at least ten days prior to the date hereof, and except as disclosed on Schedule 3.1(q) , none of the executive officers, directors or employees of the Company is presently a party to any transaction ... | Label: Transactions With Affiliates |
60f90ab0-5195-4ae7-a969-9f497252f1f6 | Clause:
Seller has filed all federal, state and local tax returns and reports required by such authorities to be filed, and paid all taxes, assessments, governmental charges, penalties, interest and fines due to any federal, state or local authority. There is no pending tax examination or audit of, nor any action, suit... | Label: Taxes |
bac478f7-c362-4e73-96fb-23643e0f5fa2 | Clause:
All representations and warranties made by the Company and the Investors in this Agreement or pursuant hereto shall survive the Closing. The covenants and agreements set forth in this Agreement shall survive the Closing and shall continue in effect as long as either: (i) any obligations under the Notes remain d... | Label: Survival |
669bbe30-e2fe-4965-9784-5b14a9edc625 | Clause:
As of the date hereof, the authorized capital stock of the Company is set forth in the SEC Documents. Except as disclosed in the SEC Documents, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Comp... | Label: Capitalization |
fbc508ae-944a-4cce-939f-c0ed42fc6430 | Clause:
The initial term of this Agreement shall begin on the Effective Date and continue through November 30, 2013 and shall be renewed for additional one-year periods unless a Party gives at least 90 days’ prior written notice of its intent not to renew, provided, however, that each such renewal shall be subject to a... | Label: General |
183a92e6-8e64-4a05-8d61-1e72a50b032c | Clause:
If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to... | Label: Death |
4b8cfd65-5b5a-4ac2-bbec-c5c5ed92dcd6 | Clause:
No subject LC shall permit any draft to be drawn thereunder on a date (the “ last draw date ”) that is more than one (1) year after the date of its issue, nor shall any subject LC permit the last draw date to be later than the third (3rd) banking day next preceding the Expiration Date.
Task: Classify this clau... | Label: Terms |
e6f46c98-814b-4fde-8f63-b1ced88f2307 | Clause:
All notices served on a party under this Agreement shall also be served on the counsel for the party listed below, or, if that counsel cannot be located, on such other counsel as is known to have represented the party during this Lawsuit.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Notices |
ced05cdc-4031-4b0d-816c-4c57ab3490e4 | Clause:
In the event of any change in the outstanding Shares after the Grant Date or any other event described in Section 1.6.3 of the Plan occurring after the Grant Date, the Board or the Committee will make such equitable substitution or adjustment (including cash payments) as provided for under Section 1.6.3 of the ... | Label: Adjustments |
fc1ecb65-57b8-4d88-80e8-84ed36df2d0c | 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 this Amendment by facsimile or other electronic... | Label: Counterparts |
c98b4c7c-0006-4b48-95d6-0b460d0d7732 | Clause:
The Company and its Subsidiaries, taken as a whole, have timely filed, or caused to be filed, all federal, state, provincial, local and foreign Tax returns required to be filed, and paid all Taxes owing by it (including in their capacity as a withholding agent), whether or not shown on any such Tax returns, exc... | Label: Taxes |
ebbf0d67-cf6d-4143-9ce3-3730eca11c17 | Clause:
To the extent permissible under the terms of the professional liability insurance policy maintained by the Company at Closing, Sellers shall extend coverage under such policy to the LLCs for acts of professional malpractice occurring prior to Closing. Buyer represents and warrants that as of Closing, it has ade... | Label: Insurances |
b1842056-ae11-459f-b51b-fe16a9337770 | Clause:
In this Seventh Amendment (including the Schedules and Annexes hereto), unless the context otherwise requires, capitalized terms used herein shall have the meanings provided under the Participation Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Definitions |
f6bf4971-f09c-45a3-aad5-1e5a5a5554e5 | Clause:
Tenant shall keep the all materials provided by Landlord in connection with any Sale confidential, except to the extent necessary to comply with Applicable Laws; provided, however, that Tenant shall be allowed to disclose such information to Tenant’s agents, employees, contractors, consultants or attorneys, as ... | Label: Confidentiality |
f70c1f34-882e-49a4-a947-da13eb03e559 | Clause:
Except as set forth in the SEC Documents, there are no loans, leases, agreements, contracts, royalty agreements, management contracts, service arrangements or other continuing transactions exceeding $120,000 between (a) the Company or any Subsidiary, on the one hand, and (b) any person or entity who would be co... | Label: Transactions With Affiliates |
de92bad4-1193-419f-8069-6d45cb97ffb7 | Clause:
If any provision of this Agreement is determined by a court or other government entity to be unenforceable, the Parties shall cooperate in good faith to rewrite such provision so that it is enforceable to the maximum extent permitted by applicable law, and the Parties shall abide by the provisions as rewritten.... | Label: Severability |
c1111d2b-6e90-413c-b398-678d35bbd48a | Clause:
All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Fourth Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Headings |
0adda327-c7f1-4ec1-9f76-b9e889e3bfbb | Clause:
The parties acknowledge that, pursuant to the Lease, Tenant is obligated to reimburse Seller as landlord for all Taxes and installments of special assessments of the Property. Seller shall not provide a credit to Buyer at Closing for any proration of Taxes or installments of special assessments that are due an... | Label: Taxes |
9190633d-4dc3-4f5b-b7e4-80e24869e9b7 | Clause:
Holdings will, and will cause each Loan Party to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 . Holdings wil... | Label: Existence |
2b2b3913-8d7e-4739-8275-d5f12024469d | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof and on the date hereof with respect to Letters of Credit listed on Schedule 1.01 hereto) and without any further action on the part of the applicable Issuing Bank or the Lenders, the Issuing Bank that issu... | Label: Participations |
aebffd2b-ac6d-4b6c-98c4-addcc0611ed2 | Clause:
The Agreement, including any Exhibits or Attachments to the Agreement, the First Amendment and this Amendment constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, oral or written, between the Parties concerning the subject matter he... | Label: Entire Agreements |
68372aad-ba61-4474-bbbc-880dd68a8156 | Clause:
The proceeds of the Loans shall be used to repay existing Indebtedness, for working capital and for general corporate purposes (including, without limitation, Permitted Acquisitions) of, in each case, the Borrower and the Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indire... | Label: Use Of Proceeds |
914cb4bd-0044-48db-96ad-8e81e7c901ed | Clause:
On the Fifth Amendment Effective Date, immediately following the making of the New Term B Loans and after giving effect to the application of the proceeds of such Loans on the Fifth Amendment Effective Date, Holdings, on a consolidated basis, with its Subsidiaries shall be Solvent.
Task: Classify this clause i... | Label: Solvency |
19bad510-ed7a-44c2-87ab-a2eb305fb8c7 | Clause:
A nomination of Gas by Shipper shall be deemed a warranty of title to such Gas (including any Drip Condensate attributable to such Gas) by Shipper, or a warranty of the good right in Shipper to deliver such Gas for gathering under this Agreement. Priority One Dedicated Liquid Condensate injected by Shipper at t... | Label: Titles |
ccda392f-e157-43c9-afb2-cbce2377f20a | Clause:
All agreements, representations and warranties made herein and in every other Financing Document shall survive the execution and delivery of this Agreement and the other Financing Documents, but shall not survive any termination of this Agreement unless such agreements, representations and/or warranties express... | Label: Survival |
6d64be8f-505d-4395-b19a-aea22fbaec7b | Clause:
Until this Agreement is publicly filed by the Company, Employee agrees not to directly or indirectly disclose the terms, amount or fact of this Agreement to anyone other than by Employee to his immediate family, counsel, accountant or tax advisor, except as such disclosure may be required for accounting or tax ... | Label: Confidentiality |
cba79a5f-a40c-439e-ae8e-1fdd2c83ca14 | Clause:
No Default or Event of Default shall have occurred and be continuing as of the First Amendment Effective Date after giving effect to this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: No Defaults |
8b0b7487-e697-4b23-b27f-02899d1f95a0 | Clause:
The Parties shall cause all taxes with respect to the portion of the Outer Track Loop that is located on their real estate, and all costs or expenses incurred in connection with any work they are required to perform in connection with the portion of the Outer Track Loop they are required to inspect and maintain... | Label: Expenses |
c1651195-01a1-4019-97e2-261356295aca | Clause:
DLSS agrees that all data, information and reports received from VitalCare related to Client and any other information relating to the billing and collection activities and data reporting services to be performed by VitalCare for Client is hereby deemed to be Client’s Confidential Information and shall be treat... | Label: Confidentiality |
b7b3eee4-afc4-4990-abc4-36254cad8dee | Clause:
If one or more of the provisions of this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed... | Label: Severability |
aab31dbc-93ea-4f68-aba0-40db08d476ce | Clause:
This AMENDMENT and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this AMENDMENT or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transa... | Label: Governing Laws |
d6d48672-4502-460b-84a8-2c8c245928c1 | Clause:
The Company shall, at the direction of Investor, pay directly or reimburse Investor for such reasonable, documented and out-of-pocket travel expenses and other business expenses that arise in connection with or directly relate to Investor’s and its affiliates’ performance of its and its affiliates’ obligations ... | Label: Expenses |
e06b8c11-f702-47d9-b31a-7c8b604d56a6 | Clause:
Employer, either directly or indirectly through its Parent Company, has Directors & Officers insurance (“D&O”) policy in place (with an insurance carrier rated highly pursuant to insurance company credit rating criteria and by one or more of the four major insurance company rating agencies) and Executive shall ... | Label: Insurances |
2b6ef434-ca3e-47d9-8be0-7c7e8e766ef5 | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by all of the other Pa... | Label: Counterparts |
c3beba79-7e70-4ae3-8074-613796a6b1ef | Clause:
This Amendment shall constitute Purchaser’s Approval Notice under Section 6(a) of the Original Agreement and Purchaser hereby waives its right to terminate the Agreement under Section 6(a) of the Original Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Waivers |
3dfe5d1f-7b97-47b2-8ba4-19580d607d12 | Clause:
This Agreement may be executed and delivered (including by facsimile transmission or by e-mail delivery of a “.pdf” format data file) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of ... | Label: Counterparts |
ad7d9238-11d2-4413-8f42-93e1076a7afa | Clause:
Executive agrees that he will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding the Company, the OP or any of their affiliates, owners or their past or present employees, directors, officers or other representatives and will not make or auth... | Label: Non-Disparagement |
c529576e-e13a-4213-8897-e743bd34d26c | Clause:
It is hereby mutually acknowledged and agreed that the provisions of this Lease have been fully negotiated between parties of comparable bargaining power with the assistance of counsel and shall be applied according to the normal meaning and tenor thereof without regard to the general rule that contractual prov... | Label: Interpretations |
b629b77e-53b2-4b73-9557-e81f86a51bc9 | Clause:
With effect from March 1, 2016, Base Salary will be paid at an annualized rate of $340,000, which will be subject to annual review and adjustment by the Committee or the Board but will not be reduced below $340,000. Such amounts will be payable to Executive in accordance with the normal payroll practices of the... | Label: Base Salary |
3b92e971-cca3-40d6-99c1-175a31126449 | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED... | Label: Applicable Laws |
55b0a040-a13c-488c-a2bf-839e0a05b071 | Clause:
As compensation for his services hereunder and in consideration of the Executive’s other agreements hereunder, during the Employment Period, the Company shall pay the Executive an annual base salary (the “Base Salary”), payable in equal installments in accordance with the applicable payroll practices, at an ini... | Label: Base Salary |
1d1725f5-12fd-4d7d-9df2-20164b6f2511 | Clause:
All necessary consents, approvals and authorizations of all Governmental Authorities and other Persons required to be obtained by such Party in connection with its execution and delivery of this Agreement have been obtained.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Consents |
b3618bf4-e7fb-4812-a713-400cd3e8f5a7 | Clause:
The benefits of this Agreement shall insure to the respective successors and assignees of the parties hereto and the indemnified parties hereunder and their successors and assigns and representative, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their ... | Label: Assignments |
f79f0b77-89aa-421f-898a-c47b603e0c0d | Clause:
The initial term of this Lease (the “ Initial Term ”) shall be for 10 years commencing on September 1, 2016 (the “ Commencement Date ”). Following the Initial Term the Term of this Lease shall automatically renew for four successive five-year periods (each a “ Renewal Term ”). Lessee may terminate this Lease at... | Label: Terms |
a66841ba-e4fc-441c-9511-7d0cfbd34f20 | Clause:
Each Loan Party and each Lender hereby authorizes the Agents and Lenders to make appropriate announcements of the financial arrangement entered into among the Loan Parties, Agents and Lenders, including announcements which are commonly known as tombstones, in such publications and to such selected parties as ea... | Label: Publicity |
f15e8eb0-6404-4a56-923f-41581580a754 | Clause:
MBC will upon demand pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and the Secured Party, and any transfer taxes, in each case payable upon sale of the Collateral, which the Secured Party may incur in connecti... | Label: Expenses |
64580fa3-32fc-4a1e-b001-454ce4551bd7 | Clause:
No authorization, consent, license or exemption from, or filing or registration with, any Governmental Authority, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by the Borrower of this Note, except those obtained or made on or prior to th... | Label: Approvals |
49187621-c428-4346-8d76-6b8e66df598e | Clause:
The representations and warranties of the Borrower and each other Loan Party contained in Article VI of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material re... | Label: Warranties |
c4fd58f8-228b-46fb-a020-b186efb947ca | Clause:
Neither Party may waive or release any of its rights or interests in this Agreement except in writing. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent fail... | Label: Waivers |
6358a63e-9225-4d5c-ae3b-2a48c01be432 | Clause:
The Company expressly reaffirms that each of the representations and warranties set forth in the Purchase Agreement (as supplemented or qualified by the disclosures in any disclosure schedule thereto), continues to be true, accurate and complete in all material respects as of the date hereof, and the Company he... | Label: Warranties |
64c810f5-c5fb-4d8a-bec3-1686c2553ebb | Clause:
During the Term hereof and thereafter, the Executive shall cooperate with the Company in any disputes with third parties, internal investigations or administrative, regulatory or judicial proceedings as reasonably requested by the Company and at the Company’s sole cost and expense (including, without limitatio... | Label: Cooperation |
c965f4e5-d10d-4fd4-9b5c-2f8e44f26d5c | Clause:
This Restricted Stock Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Agreement, the Grant Notice or the Plan to the contrary, if any suit ... | Label: Governing Laws |
0574f8d6-2c8c-4e93-bf73-ac9bf963b076 | Clause:
You agree by your signature below that you had, and that the Company gave you, at least twenty-one (21) days to review and consider this Agreement before signing it, and that such period was sufficient for you to fully and completely consider all of its terms. The Company hereby advises you to discuss this Agre... | Label: Effective Dates |
7ff9d00c-2582-47c0-a9e2-4de067218679 | Clause:
THE PLEDGOR AND THE COMPANIES EACH HEREBY: (i) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY; AND (ii) WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE PLEDGORS, ANY COMPANY AND SECURED PARTY MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WA... | Label: Waiver Of Jury Trials |
447e8ed3-3c8b-41dd-ae5c-ddd3442810dd | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESE... | Label: Waiver Of Jury Trials |
35f315d0-ac71-4711-bb65-fcbe5055838f | Clause:
Executive shall be entitled to paid vacation time of not less than 25 business days for each calendar year of the Employment Period (prorated for 2016 and any other partial year, based on a fraction, the numerator of which shall be the number of days employed in such partial year and the denominator of which sh... | Label: Vacations |
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