id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
a9cc8b53-14bd-4e88-ba3a-767f9629d499 | Clause:
Any provision of this Agreement which 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 jurisdiction sha... | Label: Severability |
c722cd80-ee35-44cb-8158-422ab1f84c8f | Clause:
Provided that Buyer remains fully liable for all of Buyer’s obligations hereunder, Buyer may assign any or all of its rights and obligations under this Agreement, including the right to purchase the Property, by giving Seller notice of such assignment at least three (3) days prior to the Close of Escrow, contai... | Label: Assignments |
d003c2d1-95be-43e9-a490-a16ab9053f68 | Clause:
Guarantor is the owner of a direct or indirect interest in Tenant and has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Benefits |
a9e8bd51-7366-4b51-876c-df643c73a881 | Clause:
EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTI... | Label: Waiver Of Jury Trials |
df9704b8-0d44-486b-b719-699676e6cda5 | Clause:
Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys’ fees) caused by any breach of any provision of this Agreement, and to exercise all other rights existing in the party’s favor. The parties... | Label: Remedies |
7ed36a83-cd54-4156-bcf9-57dc90d42728 | Clause:
Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed a Director of the Company in the class of directors up for election at the 2017 Annual Meeting of Stockholders (the “ 2017 Annual Meeting ”) immediately upon the execution of this Agreement, and the Direc... | Label: Positions |
db3fd2eb-e8f4-4fb0-a56a-333afe906d45 | Clause:
This Agreement shall be constructed in accordance with and governed by the law of the State of New York.
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, A... | Label: Governing Laws |
f9177f2b-7c42-492f-a0b0-d36fdbf51a10 | Clause:
The titles to the sections of this Agreement are inserted for convenience of reference only and should not be deemed a part hereof or affect the construction or interpretation of any provision hereof. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine,... | Label: Titles |
74a10666-8dd8-4b4f-8eac-35b4e60a30e0 | Clause:
This Amendment shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Governing Laws |
33b1d19a-ecb6-4b32-86c4-3eb943878d50 | Clause:
This Agreement has been negotiated and delivered to Warrantholder in the State of California, and shall be deemed to have been accepted by Warrantholder in the State of California. Delivery of Common Stock to Warrantholder by the Company under this Agreement is due in the State of California. This Agreement sha... | Label: Governing Laws |
7b3a15a2-22e2-4009-b382-6245b948e49c | Clause:
This Agreement, together with the Merger Agreement and the agreements and documents referenced herein and therein, set forth the entire agreement and understanding of the parties in respect of the transactions contemplated hereby and supersedes all prior and contemporaneous agreements, arrangements and understa... | Label: Entire Agreements |
82ec13a4-f9dd-4906-ad5d-148b3e36c624 | Clause:
There are no material actions, suits, or proceedings pending or, to the knowledge of Blackridge, threatened by or against Blackridge or adversely affecting Blackridge or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbi... | Label: Litigations |
46c2cce6-ce37-45f5-b164-c614280b9d35 | Clause:
The Company has full corporate right, power and authority to execute and deliver this Agreement and each other Transaction Document and to perform its obligations hereunder and thereunder, and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement an... | Label: Enforceability |
02d77b3b-7550-47b5-a81b-fd97f2edfb49 | Clause:
Performance Share Bonus awards shall be subject to a vesting schedule and vesting shall be based on the achievement of certain Performance Goals or on a combination of the achievement of certain Performance Goals and the Participant’s Continuous Service, as set forth in the Performance Share Bonus Agreement. U... | Label: Vesting |
a585e157-c315-4ef9-ad6f-d9d669c74534 | Clause:
Seller is a national bank duly organized, validly existing and in good standing under the laws of the United States and has the requisite power and authority to conduct the business now being conducted at the Branches, to accept and maintain the Assumed Deposits and to own the Assets. Seller’s Deposits maintain... | Label: Authority |
59954d20-eca8-4417-8da9-4d4c62ac71c7 | Clause:
(a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (and with such risk ret... | Label: Insurances |
9206b49d-de76-41f8-be40-de8d5e0d8ea0 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to conflict of law provisions that would defer to the laws of another jurisdiction. The rights and obligations of the parties hereunder shall be governed by and determined in accordance with such l... | Label: Applicable Laws |
a3ed57f4-9b0c-46f4-b509-018972f5e7a2 | Clause:
Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 7, 10, 11 and 14(e)-(j), the definitions of defined terms used therein and the remaining provisions of this Section 14 (to the extent necessary to effectuate the survival of the foregoing provisions) shall survive the termina... | Label: Survival |
bd7c035b-21f5-45ba-b850-da5206e86a6a | Clause:
This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of Executive’s death prior to receipt of all amounts payable to Executive (including any unpaid amounts due under Se... | Label: Successors |
31ad0029-29d2-473b-adfa-f08d96769df2 | Clause:
This Agreement shall be deemed to restate and amend the Existing Credit Agreement in its entirety, and all of the terms and provisions hereof shall supersede the terms and conditions thereof. The parties hereto further agree that this Agreement and each Borrowing shall serve to extend, renew and continue, but n... | Label: Amendments |
fa91eb8d-9581-4d67-8b9e-ef127152f7d3 | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of California without regard to its choice of law provisions. All actions or legal proceedings shall be brought in the courts of Los Angeles County, State of California.
Task: Classify this clause into ONE of these types (exa... | Label: Governing Laws |
12041191-51ba-4b9b-bf5c-b0d5b1d10a71 | Clause:
This letter agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Counterparts |
cc321834-2736-47ea-9c38-92561c083e7d | Clause:
The proceeds of the Loans will be used (a) (i) on the Closing Date, to refinance amounts outstanding under the Existing Credit Agreement and (ii) on the Amendment Effective Date, to refinance amounts outstanding under the 2015 Credit Agreement, (b) to provide for working capital and (c) for general corporate pu... | Label: Use Of Proceeds |
d5705b47-87b9-41a9-9b44-255f68fe1929 | Clause:
The closing of this Agreement (the “Closing”) shall be on May, 6, 2016, subject to acceleration or postponement from time to time as the parties hereto may mutually agree. The Closing shall be at time and place selected by the parties. At the time set for closing the seller shall provide the serial numbers for ... | Label: Closings |
42f845a5-b1b0-423a-8393-2a6962415175 | Clause:
Provider may not assign, transfer, subcontract or delegate, in whole or in part, any rights, duties, or obligations under this Agreement without the prior written consent of Health Plan. Subject to the foregoing, this Agreement is binding upon, and inures to the benefit of the Health Plan and Provider and their... | Label: Assignments |
d2689520-d82d-4213-9d0e-b7d2068be86b | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrat... | Label: Amendments |
affc974a-d40d-4ab0-bfa1-53913a0154ad | Clause:
From time to time, at the request of IMS Health and without further consideration, the Quintiles Shareholder shall take such further action as may reasonably be deemed by IMS Health to be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.
Task: Classify thi... | Label: Further Assurances |
72f1c3ff-741d-4c56-b26b-89ef9c655a50 | Clause:
If one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause,... | Label: Severability |
12f1ee2c-2a85-4256-832e-451303e36422 | Clause:
Upon the terms and subject to the conditions set forth in this Agreement and effective upon commencement of the term set forth in Section 2.2 below, the Company hereby employs Executive as Chief Marketing Officer or in such other capacity as may be determined from time to time by the Company’s Chief Executive O... | Label: Employment |
13008302-b5e3-4aaa-b622-0981958766bd | Clause:
That Existing Lender has agreed in writing to (i) consent to the conveyance and transfer of the Property to Buyer, subject to the Existing Loan Documents, (ii) approve the assumption by Buyer and its guarantor of the obligations of RT Hudson and Guarantor under the Existing Loan Documents and (iii) release RT H... | Label: Consents |
4026c226-207a-496b-ada8-6264d5012c6f | Clause:
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in rea... | Label: Notices |
3279453b-6d82-44ab-b81d-0edc49c78f6d | Clause:
(a) Governing Law and Dispute Resolution . This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without reference to principles of conflict of laws. The parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Allegan or Ke... | Label: Miscellaneous |
0cc0a21f-abaf-49e1-80d8-86370d0b478e | Clause:
Except as otherwise provided herein, all fees and expenses incurred in connection with this Agreement and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.
Task: Classify this clause into ONE of these types (exactly ... | Label: Expenses |
07f364d3-6e83-40b4-b7c3-dafe63fe7358 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO 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, Approvals,... | Label: Governing Laws |
82f7b8ba-d6f1-431a-8bfe-b9798551912f | Clause:
The invalidity or unenforceability of any provision of this Separation Agreement shall not affect the validity or enforceability of any other provision of this Separation Agreement, which shall otherwise remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Severability |
ec3fd8de-6b96-4b0f-a034-c49b3cf2fd49 | Clause:
If any provision or application of this Agreement to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of the provision to other Persons or circumstances will not be affected and that provision will be enforced to the greatest extent p... | Label: Severability |
fcaff1cc-a6ff-47d2-beec-2148bef91530 | Clause:
This Agreement will be construed and interpreted in accordance with the laws of the State of Indiana, without regard to conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Governing Laws |
b157969d-e221-411a-b010-b8ade27cac45 | Clause:
No Borrower shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA. No Borrower shall sell any Inventory on consignment or approval or any other basis under which the customer may r... | Label: Sales |
3f8bf57f-1391-4627-a898-c99e626bc267 | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement; signature pages may be detached from multiple separ... | Label: Counterparts |
209f877e-0887-40f3-8b38-10beec120820 | Clause:
Notwithstanding the foregoing, any right of the Executive to receive termination payments and benefits hereunder will be forfeited if the Executive breaches Sections 8, 9, or 10; provided that, before invoking this paragraph, the Company will provide the Executive a reasonable time (not to exceed 30 days) to re... | Label: Forfeitures |
beb153d2-0dee-4df6-b458-71a7ec854191 | Clause:
Neither the execution, delivery or performance of this Agreement, nor the performance of the Company of its obligations hereunder will directly or indirectly (with or without notice or lapse of time) cause, constitute, or conflict with or result in (i) any breach or violation, or give rise to a right of termina... | Label: No Conflicts |
208b623b-cbc1-4cde-a64d-337651a0ecc1 | Clause:
Other than as required in the ordinary course of Executive’s employment by the Company or its subsidiaries, and except as specifically authorized by the Company’s Board of Directors or Executive’s direct supervisor, Executive shall not at any time make use of or disclose, directly or indirectly, any (i) trade s... | Label: Confidentiality |
5c05449a-472b-4be1-ba96-42a432285d52 | Clause:
On the Effective Date, no actions, suits or proceedings by any entity (private or governmental) shall be pending against the Parent Borrower or any of its Subsidiaries (i) with respect to this Agreement, any other Credit Document or any of the transactions contemplated hereby or thereby or (ii) which has had, o... | Label: Litigations |
a09d8606-e354-4375-92bd-8f9646b5b0ad | Clause:
The initial term of this Agreement (“ Original Term ”) shall be from the Effective Date through and including December 31, 2019, and shall continue in succession thereafter for one or more Extensions, each a period of twelve (12) months, beginning each successive January 1, unless Hawaii Electric Light or Chevr... | Label: Terms |
5a01e507-95c3-4560-b137-5a003c5c1690 | Clause:
This Agreement is effective for a time period commencing on the Effective Date and shall continue for a period of six (6) years (the “ Initial Term ”) or the end of any Extension Period unless terminated earlier pursuant to the terms hereof. This Agreement will automatically renew for up to two (2) additional r... | Label: Terms |
61def248-927a-44ef-b74d-dcd845a7b1a1 | Clause:
All payments made, or deemed made, pursuant to this Agreement shall be made free and clear of, and without deduction for, any Taxes except to the extent required by applicable law. Prior to withholding any Taxes other than Lessee Covered Taxes from any payment hereunder, Lessee(s) and/or Servicer shall consult ... | Label: Payments |
34ea9abf-441d-4272-8f0a-489f05b95fcf | Clause:
Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, permits, approvals, accreditations, authorizations, Reimbursement Approvals, li... | Label: Existence |
ce290ce0-9008-4bfe-9d95-8afd8d593f2d | Clause:
The Financial Statements delivered by Borrower to Lender are true and correct in all material respects, fairly present the respective financial condition of the subject thereof as of the respective dates thereof, no material adverse change has occurred in the financial condition reflected therein since the resp... | Label: Financial Statements |
5d91f63c-600e-4255-96c0-6e8cf759e483 | Clause:
The Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent practicable and subject to the terms hereof) in respect of all matters concerning the implementation and consummation of the Restructuring. Notwithstanding anything to the contrary contained herein, t... | Label: Further Assurances |
15f840ca-4f58-4d73-81b7-a3b7af44d9f8 | Clause:
This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Issuers prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in any of Holdings’ securities shall have been suspended by the Commission or the New... | Label: Terminations |
8bba75bf-08e8-4d6f-9ab9-524d3b504e4a | Clause:
This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance, shall be governed or interpreted according to the laws of the State of New York without regard to choice of ... | Label: Governing Laws |
5886c34e-e641-442d-b66c-00b34a1c1b0e | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. Delivery of an executed counterpart of the signature page to this Agreement by facsimile or other electronic transmission shall be effective as... | Label: Counterparts |
a5ebc865-39b8-4101-b44a-16689d2cff8e | Clause:
Any written notice to the Company referred to herein shall be made by mailing or delivering such notice to the Company at 6801 Rockledge Drive, Bethesda, Maryland 20817, to the attention of the Senior Vice President, Human Resources. Any written notice to a Participant shall be made by delivery to the Participa... | Label: Notices |
4d37219d-5f31-47da-a505-2e45872b22af | Clause:
The Participant acknowledges that the RSUs are subject to modification and termination in certain events as provided in this Agreement and Section 11 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Adjustments |
57e09f06-ebc3-46b9-a27a-161c0e7c134e | Clause:
Effective Date of this amendment and restatement means January 1, 2016.
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, Benef... | Label: Effective Dates |
7542deee-4db3-4151-9e54-1e171290ba8a | Clause:
Unless otherwise defined herein, capitalized terms have the meanings assigned in the Lease.
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: Defined Terms |
6f42c8e0-7663-416f-a6c3-ae06552cc960 | Clause:
No amendment or modification of any provision of this Agreement shall be effective unless the same shall be set forth in a writing duly executed by the Sellers and Buyer, and then only to the extent specifically set forth therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Amendments |
78aa0c7c-f282-45df-9214-5141be490de1 | Clause:
This Agreement will take effect as of the Effective Date and, unless earlier terminated pursuant to this Article 14, will expire on the later of (a) three (3) years from the Effective Date; or (b) the completion of Services under all SOWs executed by the parties prior to the third (3rd) anniversary of the Effec... | Label: Terms |
fe436c8b-d541-4e7e-abc6-c836a791e9e8 | Clause:
The Company owns or possesses or can obtain on commercially reasonable terms adequate rights or licenses to use, all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets ... | Label: Intellectual Property |
cf2b6ad1-374e-4a65-b218-5444b324ca72 | Clause:
The Managing Member may take all action which may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Nevada (and of each other jurisdiction in which such existence is necessary to enable the Company to conduct the b... | Label: Existence |
c8d3a7b7-c0d7-4c1d-9856-8216e1ea3e45 | Clause:
Borrowers have undertaken a corporate reorganization effective as of January 1, 2016 pursuant to which (a) Rocky Brands Wholesale LLC changed its name to Rocky Brands US, LLC, (b) Creative Recreation, LLC and Creative Recreation Retail, LLC merged into Rocky US, and (c) Creative Recreation International, LLC me... | Label: Consents |
ba412e5a-dc19-4a24-bc8b-941026ff0795 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the p... | Label: Successors |
ec156c54-f899-4599-9e29-d1e7b38c0adb | Clause:
Any Lender may at any time, without the consent of, or notice to, any Credit Party or Agent, sell to one or more Persons (other than any Credit Party or any Credit Party’s Affiliates) participating interests in its Loan, commitments or other interests hereunder (any such Person, a “ Participant ”). In the event... | Label: Participations |
6c78697c-7c6c-4b77-826b-7f689254df5e | Clause:
This Agreement and the Schedule hereto constitute the entire agreement and understanding among the Parties with respect to the subject matter contained herein or therein, and supersede any and all prior agreements, negotiations, discussions, understandings, term sheets or letters of intent between or among any ... | Label: Entire Agreements |
5b267186-9711-4266-994b-33f355798807 | Clause:
The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable A... | Label: Fees |
a335bd01-f9b9-434a-84d9-10895dc06b7b | Clause:
Except as otherwise expressly provided in this Agreement and in the Expense Reimbursement Agreement, each Party will bear all expenses incurred by it in connection with the performance of its obligations under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Expenses |
3652c7f4-dc50-425f-bc5f-da67d46d015d | Clause:
If the Aggregate Commitments are increased or if new Commitments are provided in accordance with this Section, (x) the Administrative Agent, (y) Wells Fargo (but solely, in the case of this clause (y), for so long as Wells Fargo is a Lender hereunder and is a Syndication Agent) and (z) the Borrowers shall deter... | Label: Effective Dates |
7d0ce09e-2b78-423d-b502-d6485618fdf9 | Clause:
The Term A Loans shall be subject to the assignment and participation provisions applicable to Term Loans under Section 10.6 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Assignments |
60c0e76d-4d8c-4096-b91c-dd43935d1dbb | Clause:
Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 2 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No... | Label: Miscellaneous |
a618ebd7-0cb8-4455-b6e2-037b4dc4cd97 | Clause:
This Agreement and each Ancillary Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms subject to the Bankruptcy and Equity Exception.
Task: Classify this clause into ONE of these type... | Label: Binding Effects |
839adaaf-c660-4964-a75d-00503eca301f | Clause:
Each Shareholder hereby authorizes IMS Health and Quintiles to publish and disclose in any announcement or disclosure required by the SEC and in the Joint Proxy Statement/Prospectus such Shareholder’s identity and ownership of the Covered Shares and the nature of such Shareholder’s obligations under this Agreem... | Label: Disclosures |
bc9fb7a1-7efc-4a6d-a47e-a05adec4b25e | Clause:
Capitalized terms used herein and not defined herein shall have the meanings set forth in the Dealer Manager Agreement.
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: Defined Terms |
48e9e6e9-bfbb-4487-8b55-1b363cb78de9 | Clause:
E ach of the Company and its subsidiaries are insured by insurers of recognized financial responsibility with policies in such amounts and with such deductibles and covering such risks as are generally deemed prudent and customary for the business for which it is engaged. The Company has no reason to believe t... | Label: Insurances |
91a252e6-9541-48e9-a497-343595b4bf01 | Clause:
Consultant understands that Consultant's work as a consultant of the Company creates a relationship of trust and confidence between Consultant and the Company. During and after the Term of this Agreement, Consultant will not use or disclose or allow anyone else to use or disclose any " Confidential Information ... | Label: Confidentiality |
148368c9-bef8-4a73-b44f-5da3e236348e | Clause:
The grant of the RSUs shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common Stock may be listed.
Task: Classify this clause into ONE o... | Label: Compliance With Laws |
6af78fc0-c28e-41fe-a078-601f042b74a7 | Clause:
Each Plan is in substantial compliance with all applicable requirements of ERISA and the Code and with all material applicable rulings and regulations issued under the provisions of ERISA and the Code setting forth those requirements. No Reportable Event has occurred and is continuing with respect to any Plan w... | Label: Erisa |
03e24bca-ed41-4275-a153-e08ad5354447 | Clause:
No amendment or modification of any provision of this Agreement shall be effective unless the same shall be in writing and signed by TDG in its sole and absolute discretion, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Task: ... | Label: Amendments |
01fbb36d-3921-4ca2-b1da-b140f48a16c1 | Clause:
The Revolving Lenders severally agree to indemnify each Agent, any Issuing Lender and Swingline Lender in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effe... | Label: Indemnifications |
4581d15c-b9c1-4a3e-842a-f33ef2c6f8a1 | Clause:
All policies of insurance existing on the date hereof relating to the DSKX Business, the DSKX Business Assets and the Company Business Employees (except for any such policies maintained to provide benefits to employees under an Employee Benefit Plan) are listed on Section 4.17 of the DSKX Disclosure Schedule, a... | Label: Insurances |
c14d6e8a-0dce-46ff-a8da-32189f806a28 | Clause:
This Agreement shall be effective on the Effective Date and shall remain in effect until the term of all outstanding Exhibits has expired or such Exhibits have terminated, unless otherwise terminated as provided herein. The term for Deliverables may be set forth in the applicable Exhibit. An Exhibit that does n... | Label: Terms |
662c3822-cd9a-4f25-bc08-c98e44e4bbdd | Clause:
This Agreement represents the entire agreement and understanding between the parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Integration |
14570454-35bd-4643-aec5-8dbe2ea1873b | Clause:
Capitalized terms contained but not defined in this Amendment shall have the meaning s ascribed to such terms in the Purchase 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 |
732faa2d-4811-4054-b106-42ced75882d0 | Clause:
Any dispute or controversy arising under this Agreement, other than as provided in Section 6(c), Section 8(a) and Section 9 hereof, that cannot be mutually resolved by you and the Company shall be settled exclusively by arbitration in accordance with the Employment Arbitration Rules of the American Arbitration ... | Label: Arbitration |
2d9f7676-e9bb-4fb5-8983-86d5addaf9e5 | Clause:
The business and affairs of the Company shall be managed by the Manager. Any matter herein which requires the vote, consent or approval of the Manager shall require the vote, consent or approval of a majority of the Manager. The Manager shall have the power and authority to do any and all acts necessary, advisa... | Label: Powers |
1d74428e-25f9-4eea-9ca1-45c975cdc108 | Clause:
The Company shall, to the fullest extent to which it is empowered to do so by applicable law, defend, indemnify and hold you harmless from and against all claims, demands, lawsuits, liabilities, losses, damages, penalties, fines, costs and expense (including, but not limited to, reasonable related attorneys’ fe... | Label: Indemnifications |
5d240e3c-dc5d-474b-9daa-633551435d39 | Clause:
The Corporation shall reasonably determine the amount of any federal, state, local or other income, employment, or other taxes which the Corporation or any of its affiliates may reasonably be obligated to withhold with respect to the grant, vesting, payment or other event with respect to the Stock Units. The Co... | Label: Tax Withholdings |
a6633c15-c66b-4d3f-bdaa-9bf146886827 | Clause:
The Borrower specifically acknowledges and agrees that in the event of a breach or threatened breach by the Borrower of any provision of this Section , the Lender will be irreparably damaged and that damages at law would be an inadequate remedy if this Agreement were not specifically enforced. Therefore, in the... | Label: Specific Performance |
59c276e1-f530-412d-a9ca-27b28bf8252e | Clause:
Except as may be required by Law or to enforce an award, neither a Party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Confidentiality |
55bb1e3b-3c21-43ac-a3f8-83d75fbb673d | Clause:
It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in Annex 2 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory restriction or any other restriction contained in Annex 2 is an... | Label: Severability |
ee4f3453-d4e7-4cb7-8ab4-a3783129985b | Clause:
No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent, lease such property or... | Label: Sales |
fc842020-a2e0-41c5-a4a8-ac1dd8ca26c6 | Clause:
Neither the execution and delivery by Seller of Seller Documents, nor the performance by Seller of any of its obligations under any of Seller Documents, nor the consummation by Seller of the transactions described in this Agreement will (a) violate any provision of Seller’s organizational or governing documents... | Label: No Conflicts |
64c68889-1701-43e4-803b-2c1da87d39de | Clause:
Policies and procedures will be maintained and enforced by or on behalf of the Borrower that are designed in good faith and in a commercially reasonable manner to promote and achieve compliance, in the reasonable judgment of the Borrower, by the Borrower and its directors, officers, employees and agents with An... | Label: Anti-Corruption Laws |
eb31b7d9-3d44-43ee-8124-632e4036f153 | Clause:
This Agreement shall become effective solely upon (i) execution of this Agreement by each of the Company and the Sponsor Stockholders and (ii) the consummation of the Closing (as defined in the Merger Agreement). In the event that the Merger Agreement is terminated for any reason without the Closing having occu... | Label: Effectiveness |
bd284677-7fb1-48c5-9a60-3ef429630fa6 | Clause:
This Amendment, the Loan Agreement, as amended by this Amendment, the Notes, and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.
Task: Classify this clause ... | Label: Entire Agreements |
9cb4031e-397f-4e4f-b0d3-8ce8f8f75344 | Clause:
During the Term and until the last Project conducted under this Agreement, each Party shall maintain reasonable and customary liability insurance under this Agreement, or the equivalent amount in self-insurance. It is expressly understood that this requirement does not, in any way, represent that the types and... | Label: Insurances |
c73814cf-4ffd-48c2-a9f6-2f58066d81b2 | Clause:
Welch shall be liable for all income taxes incurred with respect to all benefits provided under this Agreement. All payments required to be made to Welch under this Agreement shall be subject to withholding of amounts relating to income tax, excise tax, employment tax and other payroll taxes to the extent deter... | Label: Withholdings |
f864eae6-fbea-4c50-b85c-16edf2ca2569 | Clause:
The Credit Agreement is hereby amended with the stricken text deleted (indicated textually in the same manner as the following example: stricken text ) and with the double-underlined text added (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages o... | Label: Amendments |
472107bd-4517-4ec8-b8cd-dc473b0e3de0 | Clause:
All notices to the ABL Lenders and the Term Loan Lenders permitted or required under this Agreement may be sent to the ABL Agent or the Designated Term Loan Agent as provided in the ABL Credit Agreement, the Term Loan Agreement, the other relevant ABL Loan Documents or the other relevant Term Loan Documents (in... | Label: Notices |
6b03683f-6d0f-4e46-a139-cf62b2b2ca87 | Clause:
Any provision of this Third Amendment or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions her... | Label: Severability |
bc8f397d-76ba-4adf-b53e-b2e261b700e4 | Clause:
Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, inst ruments and documents as either party reasonably may request in order to carry out the intent and accomplish the purposes of this Agr... | Label: Further Assurances |
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