id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
c2f942df-497e-4ee8-a3ac-c88f66e587d2 | Clause:
Any provision of this Third Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdictio... | Label: Severability |
26a7b8a0-33b3-4b87-9b4a-0af9470df689 | Clause:
In the event of any merger, consolidation or reorganization of the Company with any other corporation or corporations, there shall be substituted for each of the shares of Common Stock then subject to the Plan, including shares subject to restrictions, options, or achievement of performance share objectives, th... | Label: Adjustments |
006d75f1-cc92-427d-ad4b-5d60b0f17f57 | Clause:
Unless otherwise defined in Exhibit A , capitalized terms used in this Agreement (including the preamble hereto) shall have the meanings provided in Section 1.3 ( Definitions ) of Schedule A ( Common Definitions and Rules of Interpretation ) of the Common Terms Agreement.
Task: Classify this clause into ONE of... | Label: Defined Terms |
dab00759-ad31-43d9-b2c9-61c4d28e1fc5 | Clause:
There are no oral agreements between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter t... | Label: Entire Agreements |
af746477-f705-4ef8-ba49-e80d8eb1cfee | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on t... | Label: Notices |
2a9947ba-ea06-4b5a-bf7d-4fb7ea1c82a4 | Clause:
No supplement, modification or amendment of this Agreement shall be binding unless expressed in a written document that refers to this Agreement executed in writing by both of the parties hereto and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other pr... | Label: Amendments |
db59eea9-5043-49d3-b159-bb3dde55cd02 | Clause:
The Holder shall, not later than the date as of which the receipt of this award becomes a taxable event for Federal income tax purposes, pay to the Corporation any Federal, state, and local taxes required by law to be withheld on account of such taxable event. Except in the case where an election is made pursua... | Label: Tax Withholdings |
c5ccde78-30f1-4f74-a6b4-7ed716ce96ee | Clause:
The term of the Executive’s employment under this Agreement (the “Employment Period ”) shall commence on the effective date of the Agreement first entered above (the “ Effective Date ”) and shall continue until the earliest of (a) the voluntary termination of Executive’s employment by the Executive other than f... | Label: Terms |
a63cde76-a718-4614-b766-274f1479e138 | Clause:
Employee and spouse will be enrolled on the corporate health insurance plan once the Salary described in Section 5.2 is implemented.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Benefits |
667fe6db-b5fb-4249-b447-bfa36d11891f | Clause:
Schedule 3.18 lists the major insurance policies, as of the Closing Date, for each Credit Party, including issuers and limits. Each of the Credit Parties and each of their respective Subsidiaries and their respective Properties are insured with financially sound and reputable insurance companies or associations... | Label: Insurances |
03650b57-e566-4d12-8cb7-11dfce3bf6f8 | Clause:
Nothing contained in this Second Amendment shall be deemed to limit, affect or impair the imposition of or provision for late charges, default charges and default interest as provided in the Credit Documents. This Second Amendment is subject to the condition precedent of payment to Lender of a modification and ... | Label: Fees |
c82604ff-f282-441a-9640-68481df0dfe1 | Clause:
No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in connection with this Agreement or the Exchanges based upon arrangements made by or on behalf... | Label: Brokers |
30ded770-235b-4c29-87da-a33e26cfeeb1 | Clause:
This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the employment of Employee by the Company, excluding any Nondisclosure Agreement previously signed by Employee, the Proprietary Rights Agreement, the written policies adopted by the Company fro... | Label: Entire Agreements |
cd73080a-cca2-49e1-9ec1-9a7821205191 | Clause:
Payments . All amounts due under this Section 14.2 shall be payable promptly after demand therefor.
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, Autho... | Label: Payments |
dbb8270d-6e84-450c-8fb5-1aee1a820ef3 | Clause:
(a) Keep all Property material to the conduct of its business in reasonably good working order and condition, ordinary wear and tear excepted except where a failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into O... | Label: Insurances |
f5d23b20-85fe-4a28-be45-54664a2ff324 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within that State, without regard to the conflicts of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Governing Laws |
674e0a96-27de-42dc-a4a4-0c7632140c60 | Clause:
This Agreement may be assigned by the Company or Parent to an entity which is an affiliate, or to its successors and assigns. This Agreement may not be assigned by you.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Assignments |
e307f736-8e18-4b7d-a7d4-1a3460280612 | Clause:
From time to time, at the Company’s request and without further consideration, Executive shall execute and deliver such additional documents and take all such further action as reasonably requested by the Company to be necessary or desirable to make effective, in the most expeditious manner possible, the terms ... | Label: Further Assurances |
1d9821b1-b7c9-4834-a906-62ade6639318 | Clause:
Between the date of this Agreement and the Closing, Seller, shall maintain all relevant insurance policies and shall not, without Buyer’s prior written consent: (a) enter into a lease or tenancy or occupancy agreement with respect to the Property or portion thereof, (b) enter into, amend, renew, terminate or ex... | Label: Agreements |
4cb5ad21-6703-448e-aa1c-a900aea90744 | Clause:
This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York without application of any choice of law provisions that would require the application of the laws of another jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Governing Laws |
4aac2539-88ee-4e62-bcf7-d141948e811c | Clause:
This Agreement shall be construed and administered in accordance with the laws of the State of Delaware without reference to its principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Governing Laws |
c22e9844-a09c-43fe-8324-1349569382d8 | Clause:
The validity, construction, and effect of this Plan shall be determined in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Governing Laws |
64462d55-1ae6-4ae0-8a64-d9379f0bf0f6 | Clause:
This Agreement may be executed in counterparts, by confirmed facsimile, or both, each of which will be considered an original, but all of which together will constitute the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Counterparts |
720b59d6-9986-44eb-bc6c-10fef3debc99 | Clause:
In the event of any conflict between the terms of this Agreement (or any portion thereof) and the Company Constitution, the terms of this Agreement shall prevail.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: No Conflicts |
ee5f9a16-88cf-42df-91f5-b13e398250d3 | Clause:
Each Group Member has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on ... | Label: Taxes |
fa019bf2-b5c8-4eeb-8094-75eed4939231 | Clause:
No Option Shares shall be issued upon exercise of this Option unless and until the Company is satisfied, in its sole discretion, that there has been compliance with all legal requirements applicable to the issuance of such Option Shares.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: General |
1864560c-0b7a-4f44-a9c0-7c7bffcc15d2 | Clause:
For the purposes and upon the terms and conditions set forth herein, Borrower irrevocably assigns to Beneficiary all of Borrower’s right, title and interest in, to and under the Leases, together with any and all Rents. This assignment shall not impose upon Beneficiary any duty to produce Rents from the Subject ... | Label: Assignments |
c1dfb353-8c96-4bfb-aaa8-b2dd6b98d929 | Clause:
If the Trustee, any Noteholder or any other Secured Party has instituted any Proceeding to enforce any right or remedy under this Agreement and such Proceeding has been discontinued or abandoned or dismissed for any reason or has been determined adversely to the Trustee or to such Noteholder or other Secured Pa... | Label: Remedies |
49418d18-8ab1-4843-9772-07ac70874047 | Clause:
Any change in the time, manner or place of payment of all or any part of the Guaranteed Obligations, or in any other term thereof, or any renewal, extension, increase, alteration, rearrangement, amendment or other modification to any provision of any of the MDA or any other document, instrument, contract or und... | Label: Modifications |
760e38a2-75bd-4c08-a4c5-fce721465b4d | Clause:
Upon the exercise of any Warrants, including the automatic exercise in accordance with Section 4.9 , or upon any request by a Holder, the Company shall deliver to the Warrant Agent or a requesting Holder, as applicable, a certificate of an authorized officer of the Company setting forth a true, complete and acc... | Label: Capitalization |
b973862a-c11b-4309-9e55-41dce20aefbf | Clause:
Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the provisions of the applicable Award Agreement and the Plan, upon a Participant’s Termination for any reason, Non-Tandem Stock Appreciation Rights will remain exercisable following a P... | Label: Terminations |
6797afbf-050b-4cf9-9cf7-2a145004a8d0 | Clause:
Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the [General Counsel] of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly giv... | Label: Notices |
1e6d0746-6800-48e5-8020-13c5c0d50a47 | Clause:
The capitalization of the Company is as set forth in the SEC Reports and Schedule 3.1(f) of the Disclosure Schedules. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options and the vesting o... | Label: Capitalization |
da5baf56-f3ca-4dfb-b365-5aad820830ee | Clause:
With respect to matters relating to the creation, perfection and procedures relating to the enforcement of this Deed of Trust, this Deed of Trust shall be governed by, and be construed in accordance with, the laws of the state in which the Property is located, it being understood that, except as expressly set f... | Label: Governing Laws |
844cd314-469d-4047-a3e5-50c3b63dd16d | Clause:
This Agreement may not be amended and no other actions may be taken under this Agreement except by an instrument in writing signed by the Company and each Noteholder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Amendments |
a4bb6166-a3a1-4325-b983-ece6a54358c2 | Clause:
This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, and, except as otherwise provided herein, cancels all prior or contemporaneous oral or written understandings, negotiations, agreements, commitments, representations, and promi... | Label: Entire Agreements |
693d2832-c8f2-4847-9f77-788fad0184cb | Clause:
(a) Any and all payments by or on account of any Obligation of any Loan Party or the Administrative Agent hereunder or under any Loan Document shall be made, in accordance with Section 2.11 or the applicable provisions of such other Loan Document, if any, without deduction or withholding for any Taxes, except a... | Label: Taxes |
43b8ee12-a1c2-4571-8841-3b62d4808696 | Clause:
Each of the Company and the Payee (i) hereby irrevocably submits to the jurisdiction of the United States District Court sitting in the District of Delaware and the courts of the State of Delaware for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, ... | Label: Consent To Jurisdiction |
1fcfccb8-3170-43d9-9188-8dfcf6800b9e | Clause:
The Seller and each Servicer (i) shall provide, at its own expense, such cooperation, information and assistance, and prepare and supply the Agent with such data regarding the Receivables and the performance by the Seller and each Servicer of their respective obligations under the Agreement and each of the othe... | Label: Further Assurances |
e621f84a-ae77-40d9-8859-c2f616ef442e | Clause:
The Company hereby agrees that it will use its best efforts to file a motion reasonably satisfactory to the Senior Executives in the Chapter 11 Cases, no later than three (3) days following the Petition Date, seeking: (i) approval of this Agreement under Rule 9019 of the Federal Rules of Bankruptcy Procedure an... | Label: Effectiveness |
3c271698-39da-4aad-af4c-d4f306cf1961 | Clause:
The Company has at all times conducted its business and corporate affairs in accordance with its articles of association or other equivalent constitutional documents and in accordance with all applicable laws and regulations in all material respects and there has been no material default order, decree or judgme... | Label: Compliance With Laws |
5f00b294-05c8-4483-938b-84143e80fc40 | Clause:
The proceeds of the Loans will be used only for working capital and general corporate purposes of the Borrower and the Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regula... | Label: Use Of Proceeds |
69706bdc-6d7e-4cf2-b734-2e2d917823ad | Clause:
The execution, delivery and performance by the Borrower of the Operative Documents will, on the Delivery Date, have been duly authorized by all necessary corporate action on the part of the Borrower, do not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or... | Label: Authorizations |
f08ec1fe-a6a7-4ae2-ad77-9e3ba37829f9 | Clause:
No waiver of any term, provision, condition, covenant or agreement herein contained shall be effective unless set forth in a writing signed by Lender, and any such waiver shall be effective only to the extent set forth in such writing. No failure to exercise or delay in exercising, by Lender or any holder of th... | Label: No Waivers |
577120ee-a323-40f7-a6b1-aab94322b374 | Clause:
Seller and Buyer shall use commercially reasonable efforts to cooperate with each other (at no cost or expense to the Party whose cooperation is requested) to provide written notice to any Person under any Tenant Leases, Contracts, Licenses and Permits, and to effect any registrations or filings with any Govern... | Label: Notices |
95120451-ad71-469f-8bf4-5b0aed987984 | Clause:
THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN OR... | Label: Entire Agreements |
3ec9622d-0d02-492c-a924-08ee2a31fe5c | Clause:
The Executive Officer understands and agrees that the employment relationship creates a relationship of confidence and trust between Executive Officer and Merchants with respect to all Confidential Information. At all times during the Executive Officer’s employment with the Bank and after its termination, the E... | Label: Confidentiality |
4ca20a46-624b-4574-89cd-ca1bb045d4b7 | Clause:
This Agreement shall be binding upon and inure to the benefit of any assignee or successor in interest to PepsiCo, whether by merger, consolidation or the sale of all or substantially all of PepsiCo’s assets. PepsiCo will require any successor (whether direct or indirect, by purchase, merger, consolidation or o... | Label: Binding Effects |
d8d84fbe-5e24-4e73-bc38-2871f69ad52f | Clause:
The following terms shall have the following meanings for purposes of this Section 7.
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... | Label: Definitions |
95d7a65c-ebc9-45f9-a99b-65b422d9bb86 | Clause:
This Agreement, along with the Confidentiality Agreement, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the su... | Label: Entire Agreements |
4d176232-3525-4f8f-9516-829f79ce8b1b | Clause:
Each person who is or shall have been a member of the Board and the Administrator shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, act... | Label: Indemnifications |
047ced93-a8cd-4c5b-8dc5-ee8bf1658eb0 | Clause:
The Executive shall be entitled to vacation time consistent with the applicable policies of the Company for other senior executives as in effect from time to time, but in no event less than twenty-five (25) days per year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Vacations |
5dab9889-8864-4b7d-9d8e-67380b1dbfab | Clause:
On the Closing Date, immediately after giving effect to the Transactions and the incurrence and repayment of all Indebtedness and obligations being incurred and repaid in connection herewith and therewith on the Closing Date, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.
Task: Classi... | Label: Solvency |
643198ac-43db-48f8-b47a-977ba7e11c79 | Clause:
The Subsidiaries are all of the direct and indirect subsidiaries of the Company (other than Synthesis Energy Systems (Zao Zhuang) New Gas Company Ltd., a Chinese company and SES Asia Technologies, Ltd., a Hong Kong company). The Company owns, directly or indirectly, all of the capital stock or other equity inte... | Label: Subsidiaries |
812b6e6d-3f5a-42c5-928a-ae612ac57de4 | Clause:
The General Partner may treat taxes paid by the Partnership on behalf of all or less than all of the Partners, including any taxes imposed under Section 6225 of the Code, either as an advance of a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under t... | Label: Withholdings |
85652976-3035-4b28-8b9b-435b9b407acd | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method and... | Label: Counterparts |
08f7b4e9-8707-4b97-ae24-930b84610a8d | Clause:
This Agreement and the authority delegated to Titan Management herein shall terminate (a) automatically upon the closing of the redemption by New HoldCo of the Series A Preferred Share in accordance with Section 5.7(b)(viii) of the New HoldCo LLC Agreement, (b) automatically upon the termination of the Omnibus ... | Label: Terminations |
669d3a5c-155f-4d4c-b73f-63a7f91542b6 | Clause:
In order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it upon the exercise of the Option and in order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate ... | Label: Withholdings |
516dd259-6f1a-4daf-b882-124a77182550 | Clause:
On each Borrowing Date, other than as set forth on Schedule 6.09, there shall be no actions, suits or proceedings (governmental or private) pending or, to the Parent or the Borrower’s knowledge, threatened (i) with respect to this Agreement or any other Credit Document or (ii) which has had, or, if adversely de... | Label: Litigations |
59428140-a929-409a-838a-198d8b5a840e | Clause:
The Board of Directors or the Compensation Committee has the right to amend, alter, suspend, discontinue or cancel the RSUs, prospectively or retroactively; provided, that , no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent.
Task: Classify... | Label: Amendments |
49369b24-da32-42b7-afc5-b605c8301dba | Clause:
All notices hereunder shall be in writing (including facsimile or electronic transmission) and shall be sent to the applicable party at its address shown on Annex A or at such other address as such party may, by written notice received by the other parties, have designated as its address for such purpose. Notic... | Label: Notices |
6718e78b-f26a-413d-afba-3ba93cdbe1cf | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. Each of the Parties hereby agrees that the Bankruptcy Court shall have exclu... | Label: Governing Laws |
da566082-ef17-4cd0-99ab-ae21119e17a5 | Clause:
Borrower hereby waives and releases all benefit that might accrue to the Borrower by virtue of any present or future laws exempting any property that may serve as security for this Note, or any other property or Collateral, real or personal, or any part of the proceeds arising from any sale of any such property... | Label: Waivers |
9390b198-ff50-4114-abad-ab3a4401bcbf | Clause:
The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, de... | Label: Approvals |
4d20addd-8d53-49f0-b413-43b623a666c4 | Clause:
No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assign... | Label: Successors |
02f96a67-7189-4a80-acc0-1660a8719417 | Clause:
The Stockholder has legal right and capacity, to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Stockholder and the consummation of the transactions con... | Label: Authorizations |
1c20880f-ec06-4922-b691-82ceac561010 | Clause:
Borrower is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Borrower or the Properties or any Property, or Borrower’s business, properties or assets, operations or condition, financial or otherwise. Borrower is not in default in any material r... | Label: Agreements |
70ce0905-fa4c-46d1-a491-aa50b0c11037 | Clause:
Swingline Loans shall bear interest at a per annum rate equal to the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Loans. Interest on Swingline Loans is solely for the account of the Swingline Lender (except to the extent a Lender acquires a participating interest in a Swing... | Label: Interests |
c52fc2f4-936a-4916-81d0-055c6e923b4f | Clause:
The Subscriber acknowledges that the Corporation and its counsel are relying upon the representations, warranties, acknowledgements and covenants of the Subscriber set forth herein (including the schedules attached hereto) in determining the eligibility (from a securities law perspective) of the Subscriber (or,... | Label: Indemnity |
9048b462-73a3-4e69-8a63-deb8af8f1d59 | Clause:
All amounts due under this Section shall be payable not later than thirty (30) days after receipt of a reasonably detailed invoice therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Payments |
94702afc-92e7-4730-9ea0-b56e1267e6ab | Clause:
During the Engagement Term (as defined below), Executive will serve as Chief Financial Officer of the Company, reporting to the Chief Executive Officer, and assuming and discharging such responsibilities as are commensurate with Executive’s position. During the Engagement Term, Executive will provide servi... | Label: Duties |
8a7f3376-d709-4c8a-8c44-13bccf84c27a | Clause:
Each party’s obligations under Sections 4.1 and 4.2 shall survive the resignation or replacement of the Agent or any assignment of rights by or replacement of a Lender, the termination of the Commitments, and the repayment, satisfaction, discharge or Full Payment of any Obligations.
Task: Classify this clause ... | Label: Survival |
36877752-b0af-4073-a926-415ee978a0b1 | Clause:
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Pa... | Label: Binding Effects |
aa961a96-9a40-48dd-8455-ec5c7752d89f | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. Photographic or other electronic counterparts shall be considered valid.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Counterparts |
b4811ee5-208b-4c26-ad76-44670f27c2da | Clause:
This Plan shall survive any Change in Control, and the provisions of this Plan shall be binding upon the surviving corporation, which shall be treated as the Company hereunder. The benefits provided under this Plan shall inure to the benefit of and be enforceable by the Participant’s personal or legal represent... | Label: Successors |
8a1b3cc6-55bf-4acb-a126-7a5f59b5e4da | Clause:
This Escrow Agreement will terminate when Escrow Agent has released all the escrowed funds pursuant to section 2 hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Terminations |
6174e0ce-4f7a-4a8e-8e5b-08e0b2b08f9e | Clause:
The Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the RSUs, their grant or vesting or any payment or transfer with respect to the RSUs, to include withholding of vested ... | Label: Withholdings |
26c4dd6c-c7e9-4bbd-811a-77fc6dd1c094 | Clause:
All notices and other communications hereunder shall be in writing and, for purposes of this Note, shall be delivered in accordance with, and effective as provided in, the Securities Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Notices |
bb27cdd6-2594-43e5-bfa3-3178cd764eec | Clause:
This Agreement, together with any exhibits attached hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect t... | Label: Entire Agreements |
c260bc7d-7666-49f5-9021-d4cf7eaa26be | Clause:
Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and ... | Label: Warranties |
ffa597b7-0edf-4a30-b712-dd7e6d4a3124 | Clause:
Subject to Section 9(c) of this Agreement, you agree not to take any action or make any statement, written or oral, which disparages or criticizes the Company’s or any of its Affiliates’ business practices, or which disrupts or impairs its or their normal operations, including actions or statements that would (... | Label: Non-Disparagement |
a9c8fe42-a791-4a9a-8942-c504b1c08dfb | Clause:
This Agreement represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior ... | Label: Entire Agreements |
b1a8945d-2ca0-47fe-baae-d46a26c27d39 | Clause:
You will be paid a bi weekly base salary of $23,076.93 every other Friday, which equates to $600,000 annually. Your employment status will be classified as a regular, full-time exempt employee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Base Salary |
44989006-e8bb-483d-8339-b15c3136aeb9 | Clause:
The Administrative Agent shall have received a certificate from the chief financial officer or treasurer of the Borrower, in form and substance reasonably acceptable to the Administrative Agent certifying that the Company and its Subsidiaries, on a consolidated basis after giving effect to this Agreement and th... | Label: Solvency |
77d43917-0c02-41b1-92d0-a612b0a58de7 | Clause:
No Default or Potential Default has occurred and is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bin... | Label: No Defaults |
0be19a61-6b04-4a49-9475-b55d18239393 | Clause:
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without giving effect to the choice of law provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Governing Laws |
c222945c-0466-4dea-b3fd-1e62f85ca30d | Clause:
Section 4.24 of the Disclosure Schedule lists all insurance policies (by policy number, insurer, annual premium, premium payment dates, expiration date and type of coverage) held by or on behalf of the Company as of the Execution Date, relating to the business and operations of the Company, copies of which have... | Label: Insurances |
4b998ab5-548e-4038-8025-39525db05a20 | Clause:
This Settlement Agreement may be executed by the Parties hereto in separate counterparts (including by fax and .pdf), each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly... | Label: Counterparts |
f8cf6159-258d-4e30-8269-1a22aba0fec2 | Clause:
WPPI shall not have materially defaulted in the performance of its covenants or obligations hereunder.
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, Aut... | Label: No Defaults |
ad8648f0-b316-4931-8eca-e3deb1fd59ba | Clause:
Except as set forth on Section 2.10 of the Company Disclosure Schedule, since March 31, 2015, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act or has received an extension of ... | Label: Financial Statements |
bceca8a7-1ccb-4f09-bc96-1fef0c3ffe12 | Clause:
Subject to the terms and conditions of this Agreement, each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, under applicable Law or otherwise, to consummate the transactions contemplated by this Agreement. ... | Label: Further Assurances |
373f1762-5460-43b5-b718-a3e609378447 | Clause:
Each of the parties hereto agrees that in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement. Such remedies, how... | Label: Enforcements |
62f6cb4e-1788-4fca-b027-25c0d1039d5b | Clause:
This Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but such counterparts together shall constitute one single and the same instrument.
Task: Classify this clause into ONE of these ty... | Label: Counterparts |
a590a955-18df-4337-888c-e55a9b16a1d8 | Clause:
This Amendment shall be binding upon and inure to the benefit of the Borrower, the other Borrower Parties, each member of the Lender Group and their respective successors and assigns; provided, that the Borrower shall be entitled to delegate any of its duties hereunder or assign any of its rights or remedies se... | Label: Assignments |
05804b58-5fc1-408a-ad50-fc18396b252d | Clause:
The 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) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice r... | Label: Indemnity |
a0072bec-0e20-4fc5-ac39-316b7132d73a | Clause:
(a) If any Lender (a “ Benefited Lender ”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9.1(f) , or ot... | Label: Adjustments |
d79555e5-fb32-4d80-9899-5eb075f2b677 | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR RELATING TO THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Waiver Of Jury Trials |
7f001e89-7159-4592-9dee-14d1976ade14 | Clause:
The obligations of the Company and of any Holder, other than those obligations contained in Section 10 and this Section 14 , shall terminate with respect to the Company and such Holder as soon as such Holder no longer beneficially owns any Registrable Securities.
Task: Classify this clause into ONE of these ty... | Label: Terminations |
72fccb8c-95be-4a43-8f06-8f60cb45192d | Clause:
No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company, the New York Stock Exchange or the Company's shareholders is required for the execution by the Company of this Agreement and compliance and performance by the Company of its... | Label: Consents |
a45dfc13-2d4d-4fdc-b88b-11422b8e5e92 | Clause:
The terms of this Agreement and each Paragraph thereof shall be considered severable and the invalidity or unenforceability of any part thereof shall not affect the validity or enforceability of the remaining portions or provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Severability |
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