id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
96514aab-9feb-4ef6-91a0-7801a853f68f | Clause:
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Debtor and the Secured Parties holding 75% of the aggregate principal amount of ... | Label: Amendments |
e9bffa4f-14dc-4c93-a98a-93b9aaec2006 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall constitute an original but all of which, taken together, shall constitute but one and the same instrument. This Agreement may be executed by facsimile, .pdf format or other form of electronic communication and such form of execut... | Label: Counterparts |
9c528c8f-a4f0-476d-ae7c-03261d812100 | Clause:
Upon the exercise of an Option requiring tax withholding, Participant will be required to pay to the Company for remittance to the appropriate taxing authorities an amount necessary to satisfy the employee’s portion of federal, state and local taxes, if any, incurred by reason of the exercise of an Option.
Tas... | Label: Withholdings |
ae9cd1e7-5264-428b-9f5e-dd2f334d1a42 | Clause:
The Warrant Holder agrees to keep confidential any proprietary information relating to the Company delivered by the Company hereunder; provided that nothing herein shall prevent the Warrant Holder from disclosing such information: (i) to any holder of Warrants or Warrant Shares, (ii) to any Affiliate of any hol... | Label: Confidentiality |
5cb08368-8644-49f3-9734-b5a9465fb307 | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELA... | Label: Waiver Of Jury Trials |
672a32f2-b7e4-4e8d-96f5-11a1c343f911 | Clause:
Each of the Second Lien Agent, on behalf of itself and each applicable Second Priority Secured Party, and each applicable First Lien Agent, on behalf of itself and each First Lien Lender, agrees that each of them shall take such further action and shall execute and deliver to each other First Lien Agent and the... | Label: Further Assurances |
a8cf0acd-61e6-4ad2-bc98-c9cacee6d3b9 | Clause:
The Company is authorized to acquire the Mortgaged Property and to borrow the Loan from The Northwestern Mutual Life Insurance Company (together with its successors and assigns, the " Lender "), and from time to time refinance the Loan. In furtherance of the conduct of the purposes described herein, the Company... | Label: Authorizations |
dd25bc7e-2fcb-4042-8743-2f029e244a64 | Clause:
A termination of this Agreement, an amendment of this Agreement or an extension or waiver shall, in order to be effective, require in the case of PETRO or ETHG, action by its respective Board of Directors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Amendments |
0cb6ffa4-bbd2-43f9-a017-1b966ea630a9 | Clause:
This Agreement shall continue in full force and effect for a term commencing on the Closing Date until all amounts owing the Lenders hereunder and under any related documents have been paid in full.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Terms |
2bd9235e-34ee-4d36-8abe-65b0ec03c14b | Clause:
The representations and warranties contained in this Section 3 shall be true and correct on and as of the date hereof and until the Obligations have been paid in full, with such changes as are approved by Secured Party or are permitted by the Loan Documents (as defined in the Loan Agreement).
Task: Classify th... | Label: Warranties |
07050722-21ce-4f81-90c3-1955bbca79fe | Clause:
The Plan initially became effective on January 1, 2006, and this restatement of the Plan is effective as of January 1, 2011, but no Bonus shall be paid under this restated Plan to a Covered Employee unless the restated Plan is approved by the Company stockholders at the 2011 annual meeting. Assuming that such s... | Label: Effective Dates |
aa2165cb-9a39-46b2-af47-4262f051a79a | Clause:
The headings used in this Agreement are included for convenience only and are not to be used in construing or interpreting this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Headings |
801a3b5c-6ea2-48e3-b270-350cfdb12183 | Clause:
No Employee shall have the right to be selected as a Key Employee or to receive an Award under the Plan, or, having been so selected, to be selected to receive a future Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Participations |
e37c6318-53f5-49ef-ac30-c25e2ee62735 | Clause:
Except as specifically amended or waived above, the Agreement and the other Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Collater... | Label: Miscellaneous |
9c2a90c3-b85f-4cf2-bd78-c5d8fc076343 | Clause:
No delay or omission by Holder in exercising any rights hereunder, nor failure by the Holder to insist upon the strict performance by Applicant of any terms and provisions herein shall operate as or be deemed to be a waiver of such right, any other right hereunder, or any terms and provisions herein, and the Ho... | Label: No Waivers |
6b4cde7f-e7fb-4ba8-881c-c038612bd56b | Clause:
The Award is expressly contingent upon you complying with the terms, conditions and definitions contained in this Section 11 and in any other agreement that governs your noncompetition with the Company and its Affiliates, your nonsolicitation of employees of the Company and its Affiliates, customers, suppliers,... | Label: General |
89baf1d5-a353-4cd5-b80d-376e007691d0 | Clause:
The execution and delivery of this Guaranty by Guarantor, and the performance of transactions contemplated hereunder do not and will not (i) conflict with or violate any governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees or injunctions of Governmental Authorities (collective... | Label: No Conflicts |
77437ebe-a8cb-42f9-9613-d5d4b0b6b39b | Clause:
This Agreement contains the entire understanding of the parties with respect to its subject matter. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.
Task: Classify this clause in... | Label: Entire Agreements |
9f58b1c8-644b-47a6-ae7f-0528af64de7b | Clause:
The parties agree that certain matters in which the Executive will be involved during the Employment Term may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment for any reason, to the extent reasonably requested by the Board, the Executive... | Label: Cooperation |
e9d8f9a6-4086-43fb-8157-5f2d9708c55b | Clause:
Paragraph headings in this Agreement are for convenience only and do not constitute part 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... | Label: Headings |
f5489ecf-6406-4606-8f14-c538c7b505d5 | Clause:
The Officer acknowledges that by his free and voluntary act of signing below, the Officer agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Officer acknowledges that he has been advised to consult with an attorney prior to executing this Agreement.
Task: Classify this cl... | Label: Waivers |
ace79ecf-cf6d-4b0f-bbae-530a73bc5a24 | Clause:
All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Mail, by registered or certified mail, postage prepaid, or by deposit to and delivery by an overnight delivery service, addressed to the other part... | Label: Notices |
57186b84-0a1c-4218-93cb-e79463e8d561 | Clause:
All communications hereunder shall be in writing and effective only upon receipt and (i) if sent to the Purchaser, will be mailed, hand delivered, couriered or sent by fax transmission or electronic mail and confirmed to it at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New Y... | Label: Notices |
8cc4b092-43ad-4532-8b67-d6d1b107b987 | Clause:
Any controversy, dispute, or claim between the parties to this Agreement, including any claim arising out of, in connection with, or in relation to the formation, interpretation, performance or breach of this Agreement shall be referred to mediation, with a mediator, jointly selected by the parties, and with th... | Label: Arbitration |
b2fbe7bd-0708-4ba1-90b2-db8c56b2731d | Clause:
It is the desire and intent of the parties hereto that the provisions of this letter agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this letter agreement will be ... | Label: Severability |
e80da191-9081-4b6c-9369-8ff96b005039 | Clause:
This Security Agreement together with the Credit Agreement and the other Loan Documents embodies the entire agreement and understanding between the Grantors and the Collateral Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Collateral Agent re... | Label: Entire Agreements |
9e90793d-5b97-43db-9429-35f20529ae9d | Clause:
Each Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) the failure of such Borrower in making a borrowing of, conversion into, conversion from or continuation of Eurocurrency Loans after such Bor... | Label: Indemnity |
23c0096d-fee7-4b08-9898-33b1ba2fb29e | Clause:
This Agreement shall be binding upon the successors and assigns of the Corporation and upon the legal representatives, heirs and legatees of the Optionee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Binding Effects |
028fc6ff-3ee6-41c3-8325-08cbd57b4085 | Clause:
This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, regardless of whether all of the parties have executed the sa... | Label: Counterparts |
e72299b6-f9f6-45f2-b72f-7c6a762f4f23 | Clause:
Viacom will pay (as incurred) or, if paid by Abrams, promptly reimburse him for costs and expenses (including attorney's fees, expert witness fees and fees of public relations and other consultants) actually and reasonably incurred by Abrams in connection with the Actions ("Payment Amounts").
Task: Classify th... | Label: Payments |
9b8049ba-2710-45cc-99fa-298dd79f03bf | Clause:
Executive will receive an annual base salary of $200,000 per year, effective as of the June 1, 2016, less applicable payroll withholdings and payable in accordance with CDTI’s normal payroll practices. This salary shall be subject to annual review by CDTI in accordance with its general policies as in effect fr... | Label: Base Salary |
3b266193-7dfd-4b40-9a2d-b671734a06e0 | Clause:
Any consent, notice or report required or permitted to be given or made under this Agreement by one of the parties hereto to the other party shall be in writing, delivered by any lawful means to such other party at its address indicated below, or to such other address as the addressee shall have last furnished ... | Label: Notices |
8b0fb53b-77ab-4f33-97a4-914e95b5eca7 | Clause:
Employer may terminate this Agreement and Executive’s employment hereunder for Cause (as defined in Section 9.3 below) in accordance with the terms and conditions of this Section 9 . Following a determination by Employer that Executive should be terminated for Cause, Employer shall give written notice (the “Pre... | Label: Terminations |
2ead522e-4309-40d3-ae00-f543634b39a5 | Clause:
Should any section, or portion thereof, of this Agreement be held invalid or unenforceable in any jurisdiction by any court of competent authority or by a legally enforceable directive of any governmental body, such section or portion thereof shall be validly reformed so as to approximate the intent of the Part... | Label: Severability |
4017337a-482b-499b-a3e2-8db2f5eca569 | Clause:
Lender hereby waives any Event of Default arising as a result of the Existing Event of Default, and agrees, subject to the effectiveness of this Waiver and the terms and conditions hereof, that each such Existing Event of Default shall be deemed waived as of the date of occurrence of such Existing Event of Defa... | Label: Waivers |
9ce8a118-ec53-4bcf-966f-f23eb1d86eb5 | Clause:
Notices hereunder shall be mailed or delivered as specified in the Program.
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, B... | Label: Notices |
b2c575d3-c51c-48b2-a08f-def6bcd69d18 | Clause:
This Agreement may be executed in separate counterparts (delivery of any executed counterpart by facsimile transmission or electronic mail having the same effect as manual delivery thereof), each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement.
T... | Label: Counterparts |
03c814e5-1f67-44a6-9185-947f10593cb0 | Clause:
The parties agree they will make no statements, whether written, oral or otherwise, disparaging the other party or any individual or entity affiliated with or related to the other party in any way to any member of the press or the public at large.
Task: Classify this clause into ONE of these types (exactly one... | Label: Non-Disparagement |
cf725a41-98b8-4ed5-8036-24df47ffc88a | Clause:
This Amendment may be executed and delivered in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Delivery of an executed copy of this Amendment shall be deemed to be a certification by each person ... | Label: Counterparts |
c43f973e-24de-478c-aa94-8bebbadfe60d | Clause:
Receipt by the Administrative Agent of any consents reasonably required to be obtained in connection with the execution, delivery and performance of the obligations of the Loan Parties under the Loan Documents, if any.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Consents |
89bafa79-4bc7-402b-a56d-562e77d289d9 | Clause:
The Units shall be construed under and governed by the laws of the State of Delaware as to all matters, including, but not limited to, matters of validity, construction, effect and performance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Governing Laws |
3644a7aa-0eb8-42b8-aee4-78bfff02ec7e | Clause:
Participant acknowledges that the SAR is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Adjustments |
7f58a07d-1364-4bca-b636-2048644019eb | Clause:
None of the terms of this Agreement or any term, right or remedy hereunder shall be deemed waived unless such waiver is in writing and signed by the Party to be charged therewith. No failure or delay by a Party to insist upon the strict performance of any term of this Agreement, or to exercise any right or reme... | Label: Waivers |
bb4df48e-290f-42fd-ac82-28c67cb15b2c | Clause:
The provisions of this Section 9 shall survive the termination or expiration of this Agreement and Executive’s employment with the Company and shall be fully enforceable thereafter. If it shall be finally determined that any restriction in this Section 9 is excessive in duration or scope or is unreasonable or u... | Label: Survival |
8db9553b-5d25-42aa-b8e4-3f5e11131542 | Clause:
Executive acknowledges and agrees that his obligations provided herein are necessary and reasonable in order to protect the Company and its affiliates and their respective business and Executive expressly agrees that monetary damages would be inadequate to compensate the Company and/or its affiliates for any br... | Label: Remedies |
0a16b095-8fa9-420d-ac1e-e2d764f23e5b | 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 |
702af786-da5f-420d-928d-4a1c734ac3c2 | Clause:
The provisions of this 2016-1 Servicing Supplement and the 2016-1 Servicing Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Binding Effects |
f93e8e09-f6fa-408a-8100-c032f30c121d | Clause:
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to... | Label: Payments |
f65ff90b-7957-4687-bb8e-f817fd21fc43 | Clause:
The terms and conditions of the Participant's Award Agreement shall govern the extent, if at all, to which the vesting of any Award is accelerated or forfeited due to a Participant's death, Disability, or Retirement; provided that, for Full-Value Awards intended to qualify for the Performance-Based Exception, n... | Label: Disability |
54432d6a-ad59-41f4-82db-08ad1786347c | Clause:
All of the Company’s obligations to register Registrable Securities under Sections 3, 4, and 5 hereof shall terminate upon the date on which Investor no longer holds Registrable Securities or the date on which such Investor’s Registrable Securities are eligible for resale without volume or manner of sale restri... | Label: Terminations |
e526231d-e5bd-43b9-abcc-f35a0fb5e680 | Clause:
Reppond is a corporation duly organized, validly existing and in good standing under the Laws of the State of Arkansas. First Guaranty is a stock legal reserve life insurance company duly incorporated, validly existing, and in good standing under the Laws of the State of Louisiana and possesses a current Certi... | Label: Organizations |
16f7d179-0c3b-4340-9027-b41f3d9c11c5 | Clause:
Except as otherwise set forth in Section 9.3, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such costs and expenses.
Task: Classify this clause... | Label: Expenses |
4baea4f4-d222-43d5-91ef-9ebfe47bbf76 | Clause:
Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal t... | Label: Notices |
5eee0fcd-e446-47cd-bc7a-9f7b43bfb4df | Clause:
This Plan is adopted, and is to be effective, as of the first day of Progressive’s 2016 fiscal year. This Plan shall be effective for the 2016 Plan year and for each Plan year thereafter unless and until terminated by the Committee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Effective Dates |
16dee44b-bcc8-46b2-99e7-066bc263560f | Clause:
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement so long as the economic or legal substance of the transactions contemplated hereby is not affected i... | Label: Severability |
8cc48462-fc4f-40b9-8599-28dc31ca304e | Clause:
The Issuer is duly organized and validly existing as a statutory trust and is in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. The Issuer has appo... | Label: Organizations |
4803c9a3-cf56-4f95-92ef-76164d8b1ded | Clause:
Upon termination of the Participant’s employment by notice on account of the Participant’s Disability, the Company shall continue to pay the Participant during the Separation Period the difference between the Participant’s current Base Salary and the amount of disability insurance payments received by the Parti... | Label: Disability |
84bd8c5b-6022-44b4-8147-851b292d8692 | Clause:
At the closing of any conversion, the Holder shall surrender this Note, and the Company shall issue to the Holder a certificate evidencing the applicable securities issuable upon such conversion. At the Company’s election, fractional units of securities will not be issued upon conversion of this Note. In lieu o... | Label: Closings |
a0051b1f-0c9e-40fc-8ae5-f061d2d16311 | Clause:
The Company has filed (and, except for certain Current Reports on Form 8-K and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 which the Company agrees to file on or prior to December 14, 2016, has, within the past two years, timely filed (subject to 12b-25 filings with resp... | Label: Financial Statements |
80799836-2e47-4278-b77a-fc9133d26b69 | Clause:
The representations and warranties contained in Article VI shall be true and correct in all material respects on and as of such borrowing, issuance or extension date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representatio... | Label: Warranties |
80503b2e-2437-4c8f-b080-7cf7bb9c54e1 | Clause:
THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Governing Laws |
de2d4593-1f98-423c-ace7-4bfe86a925ae | Clause:
The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTC MARKETS or FINRA filings, or any other public statements with respect to the transactions contemplated hereby provided, however, that the Company shall be entitled, without the p... | Label: Publicity |
ca971f71-fe32-4e88-9062-99500d4c3e43 | Clause:
(a) This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. Subject to Section ... | Label: Entire Agreements |
dbb95752-d4ce-4d19-ab5c-b3ffd35320e6 | Clause:
Section 3.7 of the Lease is hereby deleted. Subject to the other terms of this Section 11, Landlord shall not during the initial Extended Term, while Original Tenant is occupying at least 75% of the RSF of the 2-4-7 Floor Premises pursuant to this Amendment, lease to another tenant any portion of the rentable ... | Label: General |
4b53b8b0-2c4c-40a8-b07d-c89f1c68a9ef | Clause:
During the term of this Agreement, the Company and APG shall conduct their respective businesses in substantial compliance with all Applicable Laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Compliance With Laws |
cb1b2be9-a5dc-4057-b610-a98cf8d510d2 | Clause:
In furtherance of the transactions described herein, the parties hereto shall, and shall cause their applicable subsidiaries to, execute such additional bills of sale, quitclaim deeds, stock or equity powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assig... | Label: Further Assurances |
d3035aa3-7d70-4ad5-965e-61f53a0c6e37 | Clause:
Employee agrees to provide reasonable assistance to and cooperation with the Company following the Termination Date in connection with any Company matters for which Employee had knowledge or responsibility while employed by the Company. If the Company is involved in any legal action or investigation, including ... | Label: Cooperation |
d5434004-89ef-4267-95e0-e67a7ee808ca | Clause:
This Agreement may be executed in two or more counterparts (including by facsimile, or by .pdf or similar imaging transmission), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Counterparts |
5eac247f-a333-4631-a0dd-1b07fc09bccf | Clause:
Any and all notices or other communications or deliveries hereunder (including without limitation any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number s... | Label: Notices |
6825410e-0b00-4f62-9be9-412e248fee55 | Clause:
Notwithstanding any other provision of this Agreement to the contrary, you acknowledge and agree that any and all payments to which you are entitled under Sections 5(b), 5(c) , 12 or 13 are conditional upon and subject to (a) your execution of the General Release and Covenant Not to Sue in the form attached her... | Label: Releases |
6a706863-e81b-4384-80e1-4e3f73a26420 | Clause:
The Manager (i) is a corporation, duly formed and organized, validly existing and in good standing under the laws of the State of California, (ii) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of its property, the nature of... | Label: Organizations |
2a8779cb-5031-49fb-8709-86750964d092 | Clause:
Borrower shall promptly give notice in writing to Lender of: (a) any litigation pending or threatened against Borrower which is materially adverse to Borrower or the Property; (b) the occurrence of any breach or default in the payment or performance of any obligation owing by Borrower to any person or entity, o... | Label: Notices |
cf078a48-a76b-46d0-880c-b7a1eb9edff2 | Clause:
This Agreement, the US Companion Contract, and the Share Purchase Agreement and the agreements to be executed and delivered in connection herewith (as expressly set forth herein) set forth the entire understanding and agreement of the Parties hereto and shall supersede any other agreements and understandings (w... | Label: Entire Agreements |
24ca0090-13de-409d-8d72-a03dbda21807 | Clause:
Executive shall be and shall hold the title of Chief Executive Officer of the Company. Executive shall assume such position on the Commencement Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Titles |
3a0a353a-d901-47ef-90d1-7b6f80ff9ced | Clause:
Each party hereby irrevocably submits in any suit, action or proceeding arising out of or related to this Agreement or any of the transactions contemplated hereby to the jurisdiction of the United States District Court for the Middle District of Tennessee and the jurisdiction of the Chancery Court of the State ... | Label: Jurisdictions |
1ec8e8ae-5a32-478c-9d68-ec373df5a609 | Clause:
This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by the Corporation and/or any of its subsidiaries and the Director relating to the shares of restricted Common Stock that are granted under this Agreement. This Agreement and the Plan cons... | Label: Entire Agreements |
b94085ea-38ce-4541-9e5e-006c9aebb7e6 | Clause:
On each Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto with respect to the First Closing, the Company agrees to sell, and the Purchaser agrees to purchase, such Purchaser’s Closing Subs... | Label: Closings |
7b2b8578-821b-4a5f-8e6f-1dfefef62047 | Clause:
There are no actions, suits, claims, disputes or proceedings at law or in equity by or before any Governmental Authority now pending or, to the best of the knowledge of any Borrower, threatened against or affecting any Group Member or any business, property or rights of any Group Member (i) that purport to affe... | Label: Litigations |
ae8d29e0-de4b-42cb-ac72-7ecb652294e1 | Clause:
No delay or omission on part of the holder of this Note in exercising any right hereunder shall operate as a waiver of any such right or of any other right of such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasi... | Label: Remedies |
95d6f596-6d3a-4ea0-b6c2-ce8d3feee0c0 | Clause:
In the event of a Change in Control (as defined in Exhibit A) the Account of each Participant shall be paid to the Participant in a lump sum in cash within five business days after the date of the Change in Control, in an amount equal to the result of multiplying (i) the number of Deferred Stock Units credited ... | Label: Change In Control |
bdec90cb-5d6d-40ea-be00-db0eeee91b15 | Clause:
The Corporation agrees that it will not, and will cause its Affiliates not to, make any offer or sale of securities of the Corporation of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the 1933 Act, such offer or sale would render invalid (for the purpose of (i) the sal... | Label: Integration |
2be195a9-7f1c-48cf-bd10-64331892859f | Clause:
The Executive shall be entitled to reasonable paid vacation periods, in accordance with Company policy, to be taken in the Executive’s discretion, in a manner consistent with the Executive’s obligations to the Company under this Agreement, and subject, with respect to timing, to the reasonable approval of the E... | Label: Vacations |
a8ae1497-5bbd-43ad-8b0f-ac11f0a80513 | Clause:
Each party’s obligations under this Section 2.14 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender or an Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.
Task: Classify... | Label: Survival |
c40982f0-a4bd-4556-b4a6-23cf4f22feb6 | Clause:
If, at the time of enforcement of this Agreement, a court holds that the duration, geographical area or scope of activity restrictions stated herein are unreasonable under circumstances then existing or impose a greater restraint than is necessary to protect the goodwill and other business interests of the Comp... | Label: Modifications |
d4227faa-d2b1-4ebd-9c76-40637c5cd382 | Clause:
If any provision of the Agreement is rendered or declared illegal or unenforceable by reason of any existing or subsequently enacted legislation or by decree of a court of last resort, the Parties shall meet promptly and negotiate substitute provisions for those rendered or declared illegal or unenforceable tha... | Label: Severability |
63f3c67b-7b92-4472-badc-8969d919b65e | Clause:
Borrower shall promptly commence construction of the Improvements in accordance with the terms and provisions of this Loan Agreement and will pursue the same in good faith with diligence and continuity in accordance with the Plans and Specifications.
Task: Classify this clause into ONE of these types (exactly ... | Label: Construction |
99f62c32-b503-4897-a085-3450a7029364 | Clause:
To the Knowledge of the SN Parties, as of the date hereof the Company does not own, directly or indirectly, any capital stock or equity interests of any other Person.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Subsidiaries |
33e5a9a3-d405-4695-9380-df9acb3a9339 | Clause:
If Executive terminates her employment hereunder, notwithstanding the at-will nature of Executive’s employment hereunder, Executive shall provide Employer with sixty (60) days’ written notice of her intention to terminate her employment with Employer. During any such period of required notice, Executive will co... | Label: Notices |
38183592-0e56-4a29-a65a-5f18b23976ed | Clause:
If any provision in this Agreement is held to be illegal, invalid, not binding or unenforceable, (a) such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of this Agreement, and th... | Label: Severability |
d4612403-3056-4df4-b27a-bbd2324f12a0 | Clause:
The audited balance sheet and the related statements of income, stockholder’s equity and cash flow of Guarantor as of and for the fiscal year ended December 31, 2015, copies of which have heretofore been furnished to each Lender, present fairly the financial condition and results of operation and cash flows of ... | Label: Financial Statements |
cf7a4b45-01e7-4bcf-a07f-87504fc3cd22 | Clause:
On the Closing Date, the Administrative Agent and the Joint Lead Arrangers shall have received all fees required to be paid, and all expenses required to be paid, on or before the Closing Date, including, without limitation, all Fees accrued to and including the Closing Date under the Existing Credit Agreement.... | Label: Fees |
31836d81-f754-4e3b-8d5d-b74a5abc9b2f | Clause:
Unless sooner terminated pursuant to the terms hereof or otherwise extended by mutual written agreement of the Parties, the term of this Agreement shall commence on the Effective Date and shall continue in force and effect until December 31, 2016 (the “Initial Term”), provided, however, that the Parties agree t... | Label: Terms |
dc8421d1-d3ce-4b16-93f2-f48b8fa0a892 | Clause:
(a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates, unless such transaction is (i) otherwise not prohibited by this Agreement, and (ii) upon terms no less favorable to the Borrower or such ... | Label: Transactions With Affiliates |
cf003d35-feb3-40ee-a5a9-370389c0eb40 | Clause:
The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right that the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment ... | Label: No Waivers |
7ca880cb-ddde-4980-96e1-50f075349712 | Clause:
Pursuant to Section 9.1 of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant to (collectively, the “ Transaction Documents ”), are hereby terminated effective immediately a... | Label: Terminations |
698cad2d-77af-46a4-a9a6-65e37881e3c9 | Clause:
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the ... | Label: General |
360aa63e-6462-43f9-9ceb-daa025510813 | Clause:
Xerox and Conduent (for purposes of this Section 9.02 only, prior to the Closing, one “ party ”) and Deason (for purposes of this Section 9.02 only, prior to the Closing, the other “party”) may, subject to applicable Law and only in writing, (a) waive any inaccuracies in the representations and warranties of an... | Label: Waivers |
e549de44-e028-4a76-8ab4-dddc21dfda17 | Clause:
Each party hereby waives, to the fullest extent permitted by applicable law, any right he, she or it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) certifies that no representative, agent or attorney... | Label: Waiver Of Jury Trials |
e11f6a26-92b1-41c8-9828-e10034e938e9 | Clause:
This Agreement and all questions regarding its validity or interpretation, or the breach or performance of this Agreement, shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without reference to conflict of law principles. The U.N. Convention on the Sale of G... | Label: Governing Laws |
42b53f69-8eee-4fec-b1e7-66228bbb59c3 | Clause:
The Executive’s employment with the Company shall terminate automatically upon his death.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, ... | Label: Death |
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