id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
48d21bee-abc0-47f6-b715-be11a344d191 | Clause:
Notwithstanding any provision herein to the contrary, if Employee has not delivered to Employer an executed Confidential Severance Agreement and Release in a form mutually agreeable to the parties (the “ Release ”), which shall effectuate a full and complete release of claims against the Employer Group and its ... | Label: Releases |
5067a624-b24a-4e32-afc2-d1f3862ddb3b | Clause:
Each Debtor agrees to pay all reasonable fees of Lender in connection with the drafting and execution of this Modification.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Expenses |
04c75b0b-a8dd-498f-872f-16e1c0661444 | Clause:
Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administ... | Label: Amendments |
c8e2528f-15a0-4290-9148-ea747fc63db5 | Clause:
Any action or inaction taken by Bank (where Bank has a duty to act) in connection with the Plan shall be in compliance with all Applicable Law, including, without limitation, all Consumer Laws, except where the failure to so comply does not or will not have a material adverse effect on the Bank, Company or the ... | Label: Compliance With Laws |
7bea0571-604f-484c-943a-68cc566a7ccf | Clause:
The PSUs are subject to adjustment as provided in Section 6.1 of the 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, Authorizations, Base Salary, Be... | Label: Adjustments |
1abb4629-e53c-47ff-bf38-6c39e6744e66 | Clause:
If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be liberally construed in favor of the Trustee, the Mortgagee and the Second-Out Secured Parties in order to e... | Label: Severability |
a31700e5-8612-4630-a95d-b408e856e418 | Clause:
The Company agrees that it will (a) pay the Warrant Agent reasonable compensation for its services as Warrant Agent in accordance with Exhibit C attached hereto and, except as otherwise expressly provided, will pay or reimburse the Warrant Agent upon written demand for all reasonable and documented expenses, di... | Label: Further Assurances |
61c24f14-63ba-45c0-a9c6-c1a33b7fbf4d | Clause:
The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that... | Label: Solvency |
550eb3d9-c00d-4915-ac8b-d5289666091a | Clause:
The execution, delivery and performance of the Registered Offering Transaction Documents by the Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not result in a violation of Partnership Agreement or other organizational documents of the Investor.
Task: Clas... | Label: No Conflicts |
071a0475-9f73-4014-b6c9-a2b8797fecd8 | Clause:
In consideration of the agreements of Agent and Required Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower and Former Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express inte... | Label: Releases |
e93a5d2d-d13c-44a7-b6b5-d8071d5ff26f | Clause:
This Amendment shall be governed by, and construed in accordance with, the laws of the State of Texas, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Governing Laws |
f83c4461-ef29-4a6d-9f21-55eff88a7955 | Clause:
Notwithstanding any other provision of this Agreement, following the Guarantee Release Date, the Guarantees of the Guaranteed Obligations (other than the Company’s Guarantee of the obligations of the other Borrowers under this Agreement and the other Loan Documents) shall be of no further force or effect and no... | Label: Releases |
bf36cfce-c1a6-4545-94a7-5f00f3a0fc50 | Clause:
Any determination by the Committee in connection with any question or issue arising under the Notice, the Plan or this Award Agreement shall be final, conclusive and binding on the Participant, the Company and all other persons. Any question or dispute regarding the interpretation of this Award Agreement or the... | Label: Interpretations |
2bd84368-ef3f-4117-8a69-9e595db9cdc8 | Clause:
EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT, OR ACTION OF ANY PARTY.
Task: Classify this clause into ONE of these typ... | Label: Waiver Of Jury Trials |
204d1943-d4b9-45fa-a10e-3164a7c2fe97 | Clause:
Each Borrower shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions. Each Borrower shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if requested by Agent when an Event of Default is continuing) and periodic... | Label: Records |
378147c1-926e-47b6-a568-4f3ee1da9b93 | Clause:
Neither the execution or delivery by the HCM Managing Member of this Agreement nor the consummation or performance by the HCM Managing Member of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, constitute a default (or an event or condition which, with... | Label: No Conflicts |
e47935f8-88f1-48ba-a906-ecaba021ea75 | Clause:
All notices, requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) by overnight delivery with a reputabl... | Label: Notices |
4b755e2c-91bb-4ba4-b73e-8d91de8c0741 | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT APPLY THE LAW OF ANOTHER JURISDICTION. EACH OF THE PARTIES CONSENT TO THE EXERCISE OF J... | Label: Governing Laws |
394f9627-2bbd-4100-a2bb-2b7e0783a020 | Clause:
Except as may otherwise be provided by the Administrator at any time, a Participant’s rights in all Performance Awards will automatically terminate upon the Participant’s termination of employment (or business relationship) with the Company and its Affiliates for any reason.
Task: Classify this clause into ONE... | Label: Terminations |
9071e0e1-ef03-41bc-8e4b-acf0df2bfc6d | Clause:
Servicer has the full corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by Servicer, and the consummation of the t... | Label: Authority |
f1167d20-a456-4015-9ec7-be9cf71fc7be | Clause:
In respect of any Person, any permit, license or exemption from, approval, consent of, registration or filing with any local, state or federal governmental or regulatory agency or authority, required under applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Consents |
cd83eea4-6e2b-4212-ab50-0827e61307cd | Clause:
This Agreement incorporates all the terms of that certain Noncompete Agreement between Employee and the Company as of the date signed between Employee and Company, as if fully set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Confidentiality |
90cb670d-b581-41f1-83b1-d2f79f1d5bdd | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Closing Securities in accordance with the provisions thereof will not, except for such violations, conflicts or defaults as would not reasonably be expected, individually or in the aggregate, to ... | Label: No Conflicts |
0fedb1fa-f249-4d2d-9022-0284bfd0d820 | Clause:
This Amendment and the other Loan Documents may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment and/or any other... | Label: Counterparts |
bc9fd4fd-4b57-43b7-a284-0f95b29632a0 | Clause:
This Agreement, and the Plan, together with those documents that are referenced in this Agreement, are intended to be the final, complete, and exclusive statement of the terms of the agreement between Optionee and the Company with regard to the subject matter of this Agreement. This Agreement and the Plan super... | Label: Entire Agreements |
eac74b07-33c9-4f00-b3d1-d1359601196e | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Severability |
471f232d-0220-4014-b6e3-c345646c9d25 | Clause:
All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by firs... | Label: Notices |
b8aa54a3-3a0e-4f8c-9000-3065a9a358f5 | Clause:
No failure by either party to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by either party in exercising the same, will operate as a waiver thereof. No waiver by either party will be effective unless it is in writing signed by such party, and then only to the e... | Label: No Waivers |
1d035fb2-e9ee-4084-bd6c-64b0479e1369 | Clause:
The Borrower has disclosed to the Lender (and has provided the Lender with copies of) all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries or any other Loan Party is subject, and all other matters known to it (including all material information provided to the L... | Label: Disclosures |
b2028257-76ae-4920-8198-775de0eb8fc8 | Clause:
Section 6.1, Article 11, Article 12, Article 13.4, Article 14, and Article 15 and any provision of this Agreement that by its nature extends beyond the termination of this Agreement shall survive termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Survival |
c0b9bbcd-8f3d-409c-ab3a-ec174e0a6dc3 | Clause:
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Governing Laws |
62a2500f-d025-4483-8f08-49a6337a43b6 | Clause:
The Parent Entity will, and will cause each of its Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws, in each case except where the failure to do so, individually or in t... | Label: Compliance With Laws |
7498e03b-92e7-4a15-9953-91610beafd13 | Clause:
This Instrument is a Loan Document and shall become effective upon the execution and delivery hereof by the U.S. Borrower, OCCH, OCCV1, OCCV2, the Administrative Agent and the Required Lenders (without regard to whether it has been executed and delivered by all the Lenders).
Task: Classify this clause into ONE... | Label: Effectiveness |
7590d361-1d65-4525-a057-def2e03f7402 | Clause:
Subject to Section 3.2 , for as long as PV has the right to appoint an Investor Designee pursuant to Section 1.1(b) , in the case of PV, and for so long as AF has the right to designate a Board Observer pursuant to Section 1.1(f) , in the case of AF, the Company will provide PV and AF, as applicable, with its m... | Label: Financial Statements |
e2eede05-d713-4ab8-a768-34c610719860 | Clause:
From time to time, at its expense, promptly execute and deliver all further instruments and documents, and take all further action that the Buyer or any of its assignees or pledgees under the Transaction Documents may reasonably request in order to perfect, protect or more fully evidence the purchases, sales an... | Label: Further Assurances |
677b1bef-f3c4-4674-998d-c7ffbc3d11ab | Clause:
THIS AGREEMENT SHALL BE GOVERNED AS TO VALIDITY, INTERPRETATION, ENFORCEMENT AND EFFECT BY THE LAWS OF THE STATE OF NEW YORK (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AGREEMENT TO BE GOVERNED BY THE LAWS OF ANY OTHER JURISDICTION).
Task: Classify this clause into ONE of these types... | Label: Governing Laws |
4ba64e50-dc25-4238-ab49-201c5aff1597 | Clause:
The execution, delivery and e ffectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and... | Label: No Waivers |
952fe8d6-8429-4995-b5b1-9a9f388270c3 | 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 in cash equal to $1,000 (if the Assignee is already a Bank) or $3,500 (otherwise); provided that the Administrative Agent may, in its sole discretion,... | Label: Assignments |
0d9159c9-ca8a-4b6f-8136-ccba13a6ab33 | Clause:
Each Credit Party other than the Company is a Subsidiary 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, Authority, Authorizations, Base Salary, Bene... | Label: Subsidiaries |
0f9ee6fd-71bd-4dde-a91a-58f2c9635202 | Clause:
This Agreement, the Securities Purchase Agreement and the other documents referenced herein or therein together set forth the entire agreement and understanding of the parties hereto with respect to the issuance and sale of the Restricted Shares and supersede all prior agreements, arrangements, plans, and under... | Label: Entire Agreements |
6c04c047-296b-4643-b793-351d9770b474 | Clause:
The RSUs are being issued pursuant to Article 8 (Restricted Stock and Restricted Stock Units) of the Plan. The RSUs are subject to the terms of the Plan. The Executive acknowledges receipt of the Plan booklet which contains the entire Plan, and the Executive represents and warrants that the Executive has read t... | Label: Construction |
73b5a38c-3f9f-48f3-beed-24f4dbc81c96 | Clause:
All payments to be made by the Borrowers 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 Borrowers hereunder shall be made to the Administrative Agent, for the account of t... | Label: General |
b3aee5a1-bebf-4c5b-85e7-f2f2bf610814 | Clause:
The obligations of each Partner under this Section 10.3 shall survive such Partner’s withdrawal from the Partnership, and each Partner agrees to execute such documentation requested by the Partnership at the time of such Partner’s withdrawal from the Partnership to acknowledge and confirm such Partner’s continu... | Label: Survival |
655cd543-b911-41ed-b07c-28f8281da6f2 | Clause:
Each Borrowing Base Obligor shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form satisfactory to Agent, on such periodic basis as Agent may request. Each Borrowing Base Obl... | Label: Records |
1e7a00ba-4281-47a9-b187-433ba2df0032 | Clause:
The Borrower and/or its Subsidiaries have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which any Credit Party and any Subsidiary thereof are subject, and all other matters known to them, that, individually or in the aggregate, could rea... | Label: Disclosures |
409d9b64-97ac-4343-a882-04417908a565 | Clause:
No ERISA Events have occurred or are reasonably expected to occur that could, in the aggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Accounting Standards Codification... | Label: Erisa |
c01d95db-ee54-4ed4-892d-ecc6497a3921 | Clause:
In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, the parties agree that such provisions shall be legally enforceable to the extent permitted by applicable law, and that any court of competent jurisdiction shall s... | Label: Severability |
38c9f495-f767-43cb-8d57-c37548226653 | Clause:
(a) The Loans or any portion thereof comprising ABR Loans at any time shall bear interest at the Alternate Base Rate plus the Applicable Rate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Interests |
856096f9-9943-44ad-8d48-108b2bbe752b | Clause:
This Agreement shall commence on the date it is fully executed by both parties and shall continue in effect for three years thereafter; provided, however, that on each anniversary of the effective date of this Agreement, this Agreement shall automatically extend for an additional year unless the Bank provides E... | Label: Terms |
c03e5d51-dcb0-42ba-9708-e6c85d1052b7 | Clause:
The Seller represents and Certificates that all action on the part of Seller necessary for the authorization, execution, delivery, and performance of all the obligations of Seller under this Agreement has been taken prior to the Closing Date and that this Agreement constitutes a valid and legally binding obliga... | Label: Authorizations |
38e2c3c4-a898-42b1-85fb-12437f96ad3f | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS. ANY JUDICIAL PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT IN ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICT... | Label: Governing Laws |
e15d37c9-69e1-4aaa-a6df-ef31df6c76f7 | Clause:
An Eligible Employee designated as a Participant pursuant to Section 2.1 shall become a Participant as of the first day of the Plan Year following such designation. An Outside Director shall become a Participant as of the date he or she is elected a director of the Board. The date that an Eligible Employee or O... | Label: Notices |
23efad10-031e-44c8-8414-24b65b2d4034 | Clause:
All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any such right, power or remedy by any party hereto shall not preclude the simultaneous or later exercise of any other such righ... | Label: Remedies |
e484e137-de48-4fc7-9b89-b5dcd755fefb | Clause:
Except as set forth in the Financial Statements or in the Commission Documents or on Schedule 2.1(u) , there are no loans, leases, agreements, contracts, royalty agreements, management contracts or arrangements or other continuing transactions between the Company and any officer, employee, consultant or directo... | Label: Transactions With Affiliates |
2131b1ce-7443-49d5-9ea0-c0e56d3187e3 | Clause:
Unless a different time of day or method of delivery is specifically provided in the Transaction Documents, any and all notices or other communications or deliveries required or permitted to be provided hereunder will be in writing and will be deemed given and effective on the earliest of: (a) the date of trans... | Label: Notices |
c12fea56-3be1-4acd-8341-6a5093d372d8 | Clause:
No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any Default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or powe... | Label: Waivers |
0981ef4d-bc6b-42c7-a5f8-75bc1283f224 | Clause:
Capitalized terms used but not defined in the Notice and Agreement shall have the meanings set forth in the Plan, unless such term is defined in any Employment Agreement between the Participant and the Company or an Affiliate. Any terms used in the Notice and Agreement, but defined in the Participant’s Employme... | Label: Defined Terms |
c380d25f-5e20-4363-981f-b945471ea3ae | Clause:
Once a Loss is agreed to by the Company or finally adjudicated to be payable pursuant to this Section 5.3 , the Company shall satisfy its obligations within fifteen (15) Business Days of such agreement or such final, non-appealable adjudication by wire transfer of immediately available funds. The parties heret... | Label: Payments |
7e972ebb-8ba8-4751-9541-dd6a2b22cb9b | Clause:
The Company does not own any equity interests in any other corporation, partnership, limited liability company, joint venture or other entity.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Subsidiaries |
1fb97a2a-753f-463d-98e5-42c28bf29090 | Clause:
This Retirement Agreement will be interpreted and construed by the laws of the State of California, without regard to conflict of laws provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Applicable Laws |
1dd02073-f582-46cb-9a03-11f01f5d7e6d | Clause:
The law of the state of Washington will govern all questions concerning the construction, validity, interpretation, and enforceability of this Agreement and the performance of the obligations imposed by this Agreement, without giving effect to any choice of law or conflict of law rules or provisions (whether of... | Label: Governing Laws |
4af32bb9-258b-4946-9b90-991dcb112bec | Clause:
Such Grantor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail and in form and substance re... | Label: Further Assurances |
49ed615f-d563-4faf-b981-f6557d322dd1 | Clause:
In addition to the terms defined elsewhere in this Note, the following terms shall have the following meanings when used in this Note. All capitalized terms used in this Note and not otherwise defined shall have the meanings ascribed thereto in the Security Agreement.
Task: Classify this clause into ONE of the... | Label: Defined Terms |
8fdf7afe-32cb-412f-84e1-db84382496ef | Clause:
No waiver of any right or remedy is effective against LANDLORD unless made in writing and signed by LANDLORD. Without limitation, (i) LANDLORD’S acceptance of any rent with knowledge of any default or Event of Default is not, by itself, a waiver of such default or Event of Default; and (ii) no attempted surrend... | Label: Waivers |
dd2f737e-416e-4616-a473-d43a815428f9 | Clause:
Tenant shall give written notice of any failure by Landlord to perform any of its obligations under this Lease to Landlord and to any ground lessor, mortgagee or beneficiary under any deed of trust encumbering the Property whose name and address shall have been furnished to Tenant. Landlord shall not be in defa... | Label: Notices |
d70a0222-6afe-4dae-a265-02c15cd134a9 | Clause:
The execution, delivery and performance by the Sabby Parties of this Agreement, the Series A Warrant Amendments, the General Releases and the consummation by the Sabby Parties of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Sabby Part... | Label: No Conflicts |
d4ae840b-8915-457a-8ca9-cd1567c41497 | Clause:
Each Loan Party shall, and shall cause each Subsidiary to, cure promptly any defects in the creation and issuance of the Notes and the execution and delivery of the Security Instruments and this Agreement. Each Loan Party hereby authorizes the Collateral Agent to file any financing statements without the signa... | Label: Further Assurances |
0a4952fb-383e-4688-84c2-10bdc73577eb | Clause:
If the Participant dies while employed by the Corporation or its Subsidiaries, the Participant’s Stock Option (whether vested or unvested) will become vested and exercisable as of the date of the Participant’s death and may be exercised by the Participant’s Beneficiary at any time until and including the date t... | Label: Death |
59f8d1b0-0c29-49a5-8d81-1c2427c94d85 | Clause:
Both parties agree that, during the Term and for a period of one year thereafter, that neither you nor CBS shall, in any communications with the press or other media or any customer, client or supplier of CBS or any of CBS’s affiliated companies, criticize, ridicule or make any statement which disparages or is ... | Label: Non-Disparagement |
2d18eecd-6b98-4b4e-b31f-5f1a8820dc2f | Clause:
This Copyright Security Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Copyright Security Agreement and of signature pages by facsimile or PDF transmissio... | Label: Counterparts |
d75ba70f-af51-4d20-af94-b7e8c8895910 | Clause:
This Agreement, together with the other Transaction Documents, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby or in the other Transa... | Label: Entire Agreements |
eacfa4f3-d364-49ae-911b-f7a65ac520ca | Clause:
Capitalized terms not defined herein (including in the caption hereto) shall have the meanings ascribed to them in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Defined Terms |
a32fa3b9-4245-4901-a128-9b9ea93bed9d | Clause:
Interest is payable on the Payment Date of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Eastern time on any day shall be deemed received at the opening of business on the next Business Day... | Label: Payments |
f6e82769-d750-404c-9510-c4e58e147659 | Clause:
This Agreement may not be changed, modified, extended, terminated or discharged orally, but only by an agreement in writing, signed by all of the parties to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Modifications |
c5b53905-e5ba-402c-aad0-f6e837fc312d | Clause:
The Borrower and each Subsidiary is in compliance with all Requirements of Law and all judgments, decrees and orders of any Governmental Authority, except where non-compliance, either singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause... | Label: Compliance With Laws |
b9adf48d-87ae-46f7-9a85-b0bfd0e48188 | Clause:
Except as otherwise provided in this Article VIII, the transferor and transferee of any Units or other interest in the Company shall be jointly and severally obligated to reimburse the Company for all reasonable expenses (including attorneys' fees and expenses) of any Transfer or proposed Transfer, whether or n... | Label: Expenses |
4fedf817-7db1-40d8-8a4f-e318d149d5b2 | Clause:
From and after the Effective Date, 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 up to but excluding the Effective Date and to [the][the relevant Assigne... | Label: Payments |
92720862-88b3-43d6-8f77-9349ebbc4377 | Clause:
Nothing in this Agreement shall require the Advisor to disclose the details of its trading system, methods, models, strategies and formulas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Confidentiality |
8843ea1d-8f29-4448-86e0-c2236a2fa3ee | Clause:
This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior agreements or understandings regarding your employment with the Company and may not be modified or amended without the prior written consent of both parties hereto. You acknowledge that you have not relied ... | Label: Entire Agreements |
8762ca9c-910d-4879-81c8-78ec0f40cd4b | Clause:
Each Borrower and each Lender hereby authorizes Agent to, following the Borrowing Agent’s review and comments thereon make appropriate announcements of the financial arrangement entered into among Borrowers, Agent and Lenders, including announcements which are commonly known as tombstones, in such publications ... | Label: Publicity |
54f3dce2-0e49-4001-9657-5822c084d9b7 | Clause:
Either party may terminate this Agreement by providing thirty (30) days’ prior written notice to the other party. Either party may immediately terminate this Agreement upon written notice to the other party if: (a) the other party is in default of this Agreement and fails to cure, or begin implementation of a m... | Label: Terminations |
fabbc96d-014e-41c8-92ab-9578ca6881b4 | 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 |
b9f10d0b-6e65-4f9d-a3b7-f035abdc0e71 | Clause:
The Company may terminate the Plan at any time and for any reason by action of the Board or its Compensation Committee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Terminations |
8adeeebd-9f95-4c8a-a2c7-2dd9e6e60445 | Clause:
The Parties agree that money damages or another remedy at law would not be a sufficient or adequate remedy for any breach or violation of, or a default under, this Agreement by them and that, in addition to all other remedies available to them, each of them shall be entitled to an injunction restraining such br... | Label: Remedies |
3da9d877-0496-48d7-8fc0-9d073e757576 | Clause:
You hereby agree that the covenants set forth in Sections 10(a), (b), (c) and (d) are reasonable with respect to their scope, duration, and geographical area. If the final judgment of a court of competent jurisdiction declares that any term or provision of Sections 10(a), (b), (c) or (d) is invalid or unenforce... | Label: Enforcements |
8c6a69b7-11a6-4d17-9d3b-8b32fd7273d5 | Clause:
During the term of Executive’s employment by the Employer (whether during the Term or after the end of the Term), the Company will continue to maintain the officer and director liability insurance policy currently in effect (which, upon the Effective Date, will cover Executive), and the Company, in its sole dis... | Label: Indemnifications |
411a4dab-ac30-4132-a176-dc018c3ab386 | Clause:
This Agreement may not be modified or terminated orally, and no modification or waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Modifications |
b5adbaf7-59a3-4610-a527-b6ca096d64b2 | Clause:
The proceeds of the Loans shall be used solely for the purposes set forth in and permitted by Section 7.13 . Neither the Company nor any Subsidiary is generally engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.
Task: Class... | Label: Use Of Proceeds |
63346843-b4af-44b0-aeb0-21a43693ec38 | Clause:
Institution and Principal Investigators shall conduct the Research, or cause the same to be done, in accordance with all applicable laws, rules, regulations and guidelines (including good laboratory practices in accordance with 21 CFR Part 58) and the provisions of this Agreement (including the Project Plans), ... | Label: Compliance With Laws |
a306c91d-5ece-4308-b81b-06a521f7d60d | Clause:
Upon Lender’s request, Borrower, at Borrower's expense, shall: (i) execute and deliver such further documents and notices satisfactory to Lender; (ii) take any action requested by Lender to carry out the intent of this Agreement and the other Revolving Loan Documents; and (iii) provide such reports and informat... | Label: Further Assurances |
82536543-7eb3-4ce0-9f68-172e4a06c314 | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE. THE Parties hereby irrevocably submit to the exclusive jurisdiction of the DELAWARE CHANCERY COURT LOCATED IN WILMI... | Label: Governing Laws |
4d59e106-ece2-4fd9-acc9-f6e99fcc7653 | Clause:
Borrower shall not (a) voluntarily cancel any claim or debt owing to it, except for reasonable consideration or in the ordinary course of business, the effect of which would be a Material Adverse Change, (b) enter into any agreement containing any provision that would (i) be violated or breached by any borrowin... | Label: Miscellaneous |
b7801cee-c2e5-4fd6-8cdc-9bbe171c21d0 | Clause:
(a) Each Loan Party is validly existing and, to the extent such concept is applicable in the relevant jurisdiction, in good standing under the Laws of its jurisdiction of organization; and (b) each Loan Party is duly qualified to do business in each jurisdiction where, because of the nature of its activities or... | Label: Organizations |
1840adfc-67d9-440e-89d2-b8583b5b13b3 | Clause:
Each Loan Document to which any Loan Party is a party constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement ... | Label: Binding Effects |
695987c6-79e4-42c5-bc41-6b84b8dcc5fd | Clause:
Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it hereunder with respect to any Credit Party pursuant to this Agreement that is designated by such Credit Party as confidential; provided that nothing herein shall prevent the Administrative Agen... | Label: Confidentiality |
8e69ddc2-343e-4f9a-bade-21cbd84e37f3 | Clause:
During the term hereof, the Executive shall be entitled to four (4) weeks of vacation per annum, accrued ratably, to be taken at such times and intervals as shall be determined by the Executive, subject to the reasonable business needs of the Company. Vacation shall otherwise be governed by the policies of the ... | Label: Vacations |
2a33eb31-5e53-410e-9c20-4b550dd041e4 | Clause:
Except as disclosed on Schedule 5.1(c)-1 , no Credit Party has any Subsidiaries as of the Closing Date. Schedule 5.1(c)-1 sets forth, for each Person set forth thereon and, with respect to clause (iii) below, the Borrower, a complete and accurate statement of (i) the percentage ownership of each such Person by ... | Label: Subsidiaries |
9521616e-896c-4c98-9e66-018ad894480c | Clause:
(A) Permitted Participants; Effect . Any Lender may at any time sell to one or more banks or other entities (other than an Ineligible Institution) (“ Participants ”) participating interests in any Revolving Credit Obligations of such Lender, any promissory note issued hereunder held by such Lender, any Revolvin... | Label: Participations |
054e2cf7-40e3-4211-af94-b6485c1caa85 | Clause:
This Award Agreement, the Plan, the country-specific Addendum (if applicable) and the rules and procedures adopted by the Committee contain all of the provisions applicable to the Cash-Based Award and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set for... | Label: Entire Agreements |
fe571b8d-0697-42ce-ad1b-ec0d6d0e2e9f | Clause:
The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Counterparts |
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