id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
bbe22325-7f3c-4c0d-8610-9915b8c4f847 | Clause:
No right to or interest in any payments shall be assignable by either party; provided, however, that this provision shall not preclude Executive from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude his executor or administrator from assignin... | Label: Assignments |
faa2320a-4ff1-4f17-8daf-d98d067eb94b | Clause:
Without limiting the obligations of Borrower hereunder, each Lender agrees to indemnify each Agent and each Letter of Credit Issuing Bank, ratably in accordance with its aggregate Proportionate Share (Obligations) of the Obligations under this Credit Agreement for any and all liabilities, obligations, losses, d... | Label: Indemnifications |
4aae1223-39cd-406a-9a81-27534a3b0c11 | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary o... | Label: Intellectual Property |
b1fd119f-59b9-419b-b3c3-19d3c214bb84 | Clause:
Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions set forth in this Section 8 and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.
Task: Classify this clause into O... | Label: General |
d4bd85d5-e336-4eda-a9b2-48bbc5737634 | Clause:
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each Restricted Stock and Restricted Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the a... | Label: General |
696b2b42-06e1-4159-8917-254f313bc4b9 | Clause:
The representations and warranties of Contributor contained in this Agreement shall be true and correct as of the Closing Date in all material respects, as though such representations and warranties were made on such date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Representations |
e3efa7aa-e9af-4074-b088-4220904afaee | Clause:
Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: one hundred percent (100%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the TEV T... | Label: Vesting |
b448926d-6b53-44aa-93a8-735954afaca4 | Clause:
The Company has been duly incorporated, is validly existing and in good standing as a corporation under the Laws of the State of Delaware and is duly qualified to do business and in good standing as a foreign corporation in all other jurisdictions in which its ownership or lease of Property or the conduct of it... | Label: Existence |
285b32db-08f0-46e4-849e-a5812e75c75b | Clause:
The Parent and the Borrower shall obtain (and shall, at the request of the Facility Agent, promptly furnish certified copies to the Facility Agent of) all such authorizations, approvals, consents, licenses and exemptions as may be required under any applicable law or regulation to enable it or any Credit Party ... | Label: Consents |
2989d698-a951-400b-9301-0a5891968e45 | Clause:
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal and unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.
Task: Classify this clause into ONE of these types (exactly on... | Label: Severability |
733c34a4-b4b4-4bfd-be3a-f1c5a3f2dae4 | Clause:
As a condition to Executive’s receipt of any amounts set forth in Section 3(a) above, Executive shall execute and not revoke a general release of all claims in favor of the Company (the “ Release ”) in the form substantially similar to the form attached hereto as Exhibit B (and any statutorily prescribed revoca... | Label: Releases |
f52cfa6c-d841-424b-9d2b-b2df90658810 | Clause:
This Agreement and the other Transaction Documents to which the Originator is a party vest absolutely and unconditionally in the Buyer all legal and equitable right, title and interest of the Originator in and to such Receivable and other Purchased Assets with respect thereto, with the right to sell and encumbe... | Label: Assignments |
3fb39f91-5d00-4904-8113-539c25428961 | Clause:
Schedule 3.14 sets forth a description of all material insurance policies maintained by or on behalf of the Loan Parties as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Borrower believes that the insurance maintained by or on behalf of the Borrow... | Label: Insurances |
1c425b98-bea9-4f3a-8522-156463dcbc79 | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its choice of law provisions. Any proceeding arising out of or relating to this Agreement shall be brought in the courts of the Commonwealth of Massachusetts, or, if it ... | Label: Governing Laws |
46da689e-6e97-46df-873b-4e15522b2869 | Clause:
All notices, requests, demands, claims and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication hereunder will be deemed duly given if (and then seven days after) it is sent by certified mail, return receipt requested, postage prepaid and addressed to Lice... | Label: Notices |
6c92539a-00e9-4535-8ff1-fa9a32480f14 | Clause:
If so requested by the Administrative Agent during the continuance of an Event of Default, each Borrower Party shall execute and deliver to the Administrative Agent, for the benefit of the Lender Group, formal written assignments of all of the Accounts constituting Collateral daily, which shall include all such... | Label: Assignments |
7b1e149d-a63b-4022-9b30-1bceb412d8f4 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that al... | Label: Governing Laws |
428aa5a1-55d9-4870-8526-9877d91dd86e | 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 |
3c3ac47e-7331-4a10-8ca3-7b17265f14e6 | Clause:
As of October 19, 2016, the authorized capital stock of the Company consists of: 50,000,000 authorized shares of Common Stock, of which 14,868,129 shares were issued and outstanding and 5,000,000 authorized shares of preferred stock, par value $0.01 per share, of which 250,000 were issued and outstanding. All o... | Label: Capitalization |
6e662ead-b46e-483e-9bc1-b9cd45766472 | Clause:
This Agreement shall automatically terminate on the death of the Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, B... | Label: Death |
146b8fff-44f2-4851-b7e9-e460576582bb | Clause:
The consummation of the sale by Seller and purchase by Purchaser of the Asset (the " Closing ") shall be held on December 30, 2016, subject to any extension pursuant to Section 3.4(c), Section 6.1, Section 6.2, Section 6.3(i) or Section 11.1(b) (such date, as affected by any such extension, the " Scheduled Clos... | Label: Closings |
45bb4151-a808-439f-8a20-dede0123a99f | Clause:
The Lenders hereby irrevocably agree that (i) the Liens on any Collateral granted to the Administrative Agent by the Loan Parties shall be released as permitted under and pursuant to the Security Agreement and (ii) any Guarantor shall be released from its obligations under the applicable Guaranty as permitted u... | Label: Terminations |
80b18929-7695-48e3-9ff5-881a97dc744e | Clause:
Upon Executive's death, the Company shall pay (i) Executive's Base Salary due through the date of Executive's death, (ii) plus a pro-rata portion of any Bonus or other compensation to which Executive is otherwise entitled as of the time of Executive's death, which Bonus amount will be determined and paid after ... | Label: Death |
41d5db19-d61c-436f-9e93-2a839fd92074 | Clause:
The Loan Documents have been negotiated and delivered in the State of New York, shall be deemed to have been made in the State of New York and shall be governed by the laws of the State of New York without regard to its choice of law provisions. All obligations of the Borrower and rights of the Bank expressed h... | Label: Governing Laws |
0f588fea-cc89-4421-9b93-989cc2304629 | Clause:
Except as set forth in the Borrower’s filings with the SEC prior to the ARCA Effective Date or as otherwise disclosed in writing prior to the ARCA Effective Date to the Administrative Agent for distribution to the Lenders, there are no actions, suits or proceedings pending or, to the Knowledge of Borrower, thre... | Label: Litigations |
77e7f56e-faf7-44b9-bb1f-e183334dc4e5 | Clause:
All capitalized terms which are not defined herein have the meanings provided for in the Credit Agreement. The term “ State ” as used herein means the State of North Dakota. All terms defined in Article 9 of the Uniform Commercial Code of the State and used herein shall have the same meanings as specified there... | Label: Definitions |
b5407277-fe95-496c-a337-7d10815b0fca | Clause:
To the maximum extent permitted by applicable law, both during the term of this Agreement and at all times thereafter, regardless of the reason for termination, the Company shall indemnify Executive and hold Executive harmless against any cost, fee, expense, fine or penalty (a “cost”) to which he may be subject... | Label: Indemnifications |
ecaacc42-3ff3-413a-a08e-0543ff86a9e2 | Clause:
The Company and Holder acknowledge and agree that irreparable damage would occur in the event that any provision of this Agreement or any of the other Exchange Documents were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitl... | Label: Specific Performance |
cd0b31ea-49b6-4833-abdb-3e5611df4a46 | Clause:
Any individual who is an Eligible Employee on a given Offering Date will be eligible to participate in the Plan, subject to the requirements of Section 5. Eligible Employees who are citizens or residents of a non-U.S. jurisdiction may be excluded from participation in the Plan or an Offering if the participatio... | Label: General |
86980b3b-e39f-449c-9c8c-1c78672d4b1f | Clause:
The Parent will, and will cause each of its Significant 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, licenses, permits, privileges and franchises material to the conduct of its business; provided that the fo... | Label: Existence |
d1c0d9ed-ada1-47af-8f80-33aee21b3c22 | Clause:
The Company shall use the net proceeds hereunder as set forth on Schedule 4.9 attached hereto.
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, Authorizati... | Label: Use Of Proceeds |
0fd8bf9f-8531-4cfd-9ccd-3b1c15559b1a | Clause:
The Executive may not assign any of his rights or delegate any of his duties hereunder without the prior written consent of the Company. The Company may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the Executive, except that any successor to the ... | Label: Assignments |
70352d1f-f85e-4b0d-bdc5-629ee58fdbe9 | Clause:
This Third Amendatory Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Counterparts |
1bdf5ef9-90cf-4fd4-a115-58a55e185bb4 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WH... | Label: Waiver Of Jury Trials |
333353c8-6945-45e4-9961-137cff9a7293 | Clause:
The parties to this Agreement agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms of this Agreement and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce speci... | Label: Specific Performance |
3d6889fb-0339-4a6c-8603-921bbd88229d | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Governing Laws |
59348ee6-f69d-486f-978b-62d5c89ccfe3 | Clause:
Litigation . Except for matters existing on the Closing Date and set forth on Schedule 7.1(u) , there are no actions, suits or proceedings pending nor, to the knowledge of the Borrower, threatened against or in any other way relating adversely to or affecting the Borrower or any Subsidiary thereof or any of th... | Label: Litigations |
9314085b-a431-42ef-8afe-4b9493a3b58a | Clause:
The Company will use the proceeds from the sale of the Securities as described in the Prospectus Supplement, but not, directly or indirectly, for (i) except as set forth on Schedule 4(g), the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any sec... | Label: Use Of Proceeds |
8bf7743a-be97-4b84-8e7f-f49a9498d7ee | Clause:
Promptly after any Responsible Officer of the Company or any of its Restricted Subsidiaries obtains actual knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any event of default under the Second Lien Loan Agreement (or the Second Lien Notes Indent... | Label: Notices |
375fb659-1560-46ab-a239-2b1c86a4e2a0 | Clause:
As consideration for the commitments and agreements of the Commitment Party hereunder, you agree to cause to be paid the nonrefundable fees described in the Fee Letter on the terms and subject to the conditions set forth therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Fees |
bc6dc628-db7a-4407-b594-836367bcef59 | Clause:
Manager shall maintain all office records and books of account and shall record therein, and keep copies of, each invoice received from services, work and supplies ordered in connection with the maintenance and operation of the Properties. Such records shall be maintained on a double entry basis. Owner and pe... | Label: Records |
08c69724-c12b-4c00-9b57-efe674f1a3f8 | Clause:
The period of employment of Executive by the Company hereunder (the “Employment Period” ) commenced on July 15, 2014 (the “Original Effective Date” ) and shall continue for four (4) years thereafter (such four-year period, the “Initial Employment Period” ) (or, in the event of any renewal and extension as conte... | Label: Terms |
5fc195b8-61f9-4ed0-bb0c-7b645f88830f | Clause:
The acceptance by Lessor of the Rent, Additional Rent or any other charges due to Lessor, with knowledge of any default on the part of Lessee under this Lease, shall not be deemed to be a waiver of any provisions of this Lease, except as to default in the payment of the Rent, Additional Rent or other charges so... | Label: No Waivers |
964a719c-014f-4292-b9d7-e0d99245ca54 | Clause:
The SARs may be adjusted or terminated in any manner as contemplated by 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, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizat... | Label: Adjustments |
fded16e7-31e1-4e56-a8a0-438b3d501d70 | Clause:
Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate pro... | Label: Compliance With Laws |
c30f2cfb-4e15-4a04-819a-23a2f5c756c2 | Clause:
The Company shall, (i) by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release and a Current Report on Form 8-K, disclosing the material terms and conditions of the transactions contemplated hereby, and including the Transaction Documents as exhibits to ... | Label: Publicity |
898a6b1c-b1f2-4b0c-8040-a531eda0ec1f | Clause:
This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, discussions and understandings relating to such subject matter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Entire Agreements |
132ce5bd-7bc3-4845-a689-68ec50eb9ded | Clause:
Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the state of New York. Buyer and the Company have full limited li... | Label: Enforceability |
d93ee2e3-9355-4222-ad66-c63ab1246ed3 | Clause:
This Agreement may be executed in any number of counterparts, including without limitation via .pdf, facsimile or other electronic means, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement shall become effective at such time as counterparts ... | Label: Counterparts |
c1af6527-9680-4046-8530-ca746428f216 | Clause:
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them therein, and the terms “Certificated Security”, “Chattel Paper”, “Instruments” and “Supporting Obligations” are used herein as defined in the New York UCC.
Task: Classify this claus... | Label: Definitions |
4fb2a551-54e4-44c2-ae75-0f631f35eb4b | Clause:
THE LENDER AND EACH LOAN PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE... | Label: Waiver Of Jury Trials |
768154a3-a5e8-4ada-a132-ad495fec7030 | Clause:
Each party’s obligations under Section 2.11, Section 2.14 and this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Survival |
1caa7c00-a27c-49b3-8b21-85a2566a8068 | Clause:
Existing Landlord hereby assigns all of its right, title, and interest in and to the Existing Lease to Landlord from and after the Substitution Premises Commencement Date, and Existing Landlord agrees and covenants to indemnify Landlord from and against any and all liabilities, costs, and obligations that resul... | Label: Assignments |
0870dfad-3a9c-4f6d-adab-5ee7edfe51e2 | Clause:
The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Side Letter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Construction |
7072cb39-a1d4-4333-940b-3a29e06fbd18 | Clause:
Mortgagor shall maintain or cause to be maintained the insurance required by Section 5.02 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, Arbitration, Assignments, Assigns, Au... | Label: Insurances |
cb83c727-47ce-453a-8bd5-004a7d98826b | Clause:
When the purchase price for the Sold Property is included in Available Funds for the Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the prior Collection Period all of the Issuer’s right, title and interest in and to the Sold Property, including the Receiv... | Label: Sales |
b1970faf-e7ce-4760-b2ab-67cf6e561384 | Clause:
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidi... | Label: Subsidiaries |
a8813ce5-2820-4277-922f-ba2cab4ffca3 | Clause:
All initially capitalized terms used in this Amendment, including without limitation the recitals, shall have the meanings given to them in the Agreement unless specifically defined herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Definitions |
4897db33-628b-4a54-97fb-18395858926b | Clause:
Each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to the Parent, the Borrower, such other Loan Party or such other Subsidiary except for noncompliances which, and Governmental Approvals the ... | Label: Compliance With Laws |
f0e80a2a-01e5-45e0-a25a-3c1220df5b17 | Clause:
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and sent via overnight courier service t... | Label: Payments |
085a26cf-6719-4d86-a08d-89153bcd7ba0 | Clause:
If any provisions hereof or any application thereof is for any reason held to be illegal, invalid, inoperative or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) such provisions and/or the application thereof shall be deemed to be effective and operative in the manner and to... | Label: Severability |
24204cab-c13f-4206-864a-6ba891ef1a99 | Clause:
This Agreement shall be governed by governed by the laws of the State of New York, without regard to its conflict of laws principles. Subject to Section 3.06, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of New York, County of New York, or, i... | Label: Governing Laws |
c3565f66-b30c-4961-838f-8989f2c86789 | Clause:
Each of the Companies agrees that any information furnished pursuant to this Agreement is confidential and, except as and to the extent required by Law or otherwise during the course of an audit or contest or other administrative or legal proceeding, shall not be disclosed to other Persons. In addition, each of... | Label: Confidentiality |
3ef75d25-ad3c-4e24-8417-973a085dac85 | Clause:
The Acquiror and AKDS hereby waive compliance with any applicable bulk sales laws, if applicable. The Seller will fully indemnify AKDS or the Acquiror, without any deductible, for any and all liabilities, expenses and costs resulting from the parties' failure to fully comply with applicable bulk sales laws.
Ta... | Label: Indemnity |
a0a22ef0-acb5-4ef4-aeb7-50e52ae46218 | Clause:
Nothing herein provided shall prevent any Lender from selling a participation in its Commitment (and Loans and LC Loans made thereunder) and/or rights, claims and interests under the Credit Documents to any bank or any other Person (other than an Idaho Wind Entity or any Affiliate of an Idaho Wind Entity); prov... | Label: Participations |
6cc6b3ef-4772-4b7d-bd03-ba68391e13a1 | Clause:
I understand and acknowledge that my obligations under this Agreement with regard to any particular Analogic Proprietary Information shall commence immediately upon my first having access to such Analogic Proprietary Information (whether before or after I begin employment by Analogic) and shall continue during ... | Label: Terms |
928d00f4-26f4-4c48-95a7-a9604ebf9403 | Clause:
Each party’s obligations under this Section 3.2 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.... | Label: Survival |
626c694b-c5e3-44c0-86e6-037bc6c51be4 | Clause:
Except as set forth on Schedule 4.1(c) , the execution and delivery of this Agreement and the other documents and agreements to be executed by the Holding Corporation as contemplated hereunder and the taking of any action by the Holding Corporation in connection with this Agreement require no authorizations, co... | Label: Consents |
7c7dee53-a38e-4b81-8b35-1dd7891b44c1 | Clause:
The Chief Executive Officer, the Board or the Compensation Committee may designate those key employees of the Employer eligible to participate in the Plan ("Eligible Employees"), provided that participation in the Plan shall be limited to a select group of management and highly compensated employees of the Empl... | Label: Participations |
f419e860-da4b-4794-a5e0-68d2f6fd4bca | Clause:
No other agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in the Agreement or this Amendment have been made or entered into by either party with respect to the subject matter hereof. The Agreement, this Amendment and the Con... | Label: Entire Agreements |
f5110c28-5de8-44ce-929b-12c825f7438f | Clause:
The Executive acknowledges that the Executive has received access to Confidential Information (as defined below) about the Company or its affiliates, that this Confidential Information was obtained or developed by the Company or its affiliates at great expense and is zealously guarded by the Company and its aff... | Label: Confidentiality |
bd730cd7-a872-4576-b212-63572ad06233 | Clause:
The Executive agrees that, after the end of his employment, he will refrain from making, in writing or orally, any unfavorable comments about the Company, its operations, policies, or procedures that would be likely to injure the Company's reputation or business prospects; provided, however, that nothing herein... | Label: Non-Disparagement |
114a618b-4355-4253-ba08-cb13941b4af1 | Clause:
The Employment Term and Executive’s employment hereunder may be terminated (i) by the Company at any time and for any reason upon Notice to Executive and (ii) by Executive upon at least 30 days’ advance Notice to the Company; provided, that in the event that the Company terminates Executive’s employment without... | Label: Terminations |
b4b5c7cb-4794-4ecf-842b-52c8493a2b62 | Clause:
There is no Legal Proceeding which is pending or has been threatened in writing, or judgment, order or decree outstanding, against or otherwise naming Vantiv which in any manner challenges or seeks, or would if commenced challenge or seek, to prevent, enjoin, alter or delay the transactions contemplated by this... | Label: Litigations |
677a592a-f992-4c46-a9b2-89bbc7352ba7 | Clause:
Each of Holdings and its Restricted Subsidiaries (i) has filed or caused to be filed all federal, state, provincial and other tax returns that are required to be filed and (ii) has paid all taxes shown to be due and payable on said returns and all other taxes, fees or other charges imposed on it or any of its P... | Label: Taxes |
81ea4660-3cd2-4cc1-92e9-a07071755fe2 | Clause:
To the extent not preempted by federal law, the Plan and all Award Agreements under the Plan will be construed in accordance with and governed by the laws of the State of Indiana, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to... | Label: Governing Laws |
4c8cd740-cd3d-45db-bbcf-7ca2cba81260 | Clause:
The Award is subject to all of the provisions of the Plan, which is hereby incorporated by reference, and is further subject to all the interpretations, amendments, rules, and regulations that may from time to time be promulgated and adopted by the Committee pursuant to the Plan. Except as set forth in the last... | Label: Definitions |
5bd61bd4-536b-4966-8fe7-2621ac9c87c3 | Clause:
All payments made to the Executive Officer by the Bank under this Agreement shall be net of any tax or other amounts required to be withheld by the Bank under applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Withholdings |
8f00b17b-dcfe-45a4-9e46-5e46681d6d77 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing... | Label: Participations |
a7fa31cf-e0f5-4482-84bc-3a24c65428cb | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
449a839c-ee09-4b95-9883-e753d575b30a | Clause:
Such Transfer does not violate any provision of applicable Law, including, without limitation, applicable securities Law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Applicable Laws |
5333c739-7cf4-4614-879d-0e756912313e | Clause:
To the extent not preempted by ERISA, the laws of the State of Texas shall govern the construction and administration 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, Assignme... | Label: Governing Laws |
2cd64e2f-dad2-43a4-a808-6f0d1a0f1f8b | Clause:
This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of th... | Label: Governing Laws |
d5155873-8a5f-4f73-ac3d-70bec57283cc | Clause:
The Pledgor will have the right to receive all cash dividends, interest and premiums declared and paid on the Collateral prior to the occurrence of any Event of Default which is continuing. In the event any additional shares are issued to the Pledgor as a stock dividend or in lieu of interest on any of the Coll... | Label: Interests |
590db871-2abc-4984-a8d8-e98a4622df86 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. The rights of a Party under this Agreement shall not be assignable by such Party prior to the Closing without the written consent of the other Parties.
Task: Classify this clause into ONE of... | Label: Assignments |
7aaafbcc-ec5e-4c45-a277-9da27f991144 | Clause:
In the event of a sale of substantially all the business and assets of the Company, the Company will assign, and will cause the principal purchaser of such assets to assume, the Company’s then continuing obligations under this Agreement. Executive’s obligations under this Agreement are personal in nature and ma... | Label: Assignments |
ce5653e4-7085-49ec-a583-19249d2c4c2e | Clause:
The Transactions (a) do not require, on the part of the Borrower, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the ... | Label: No Conflicts |
cfc588b7-4a28-4356-9ad6-8a23cd9fd4b5 | Clause:
The Grantors, jointly and severally, shall pay on demand all filing, registration and recording fees or re-filing, re-registration, and re-recording fees, and all federal, state, county, and municipal stamp taxes and other similar taxes, duties, imposts, assessments, and charges arising out of or in connection ... | Label: Taxes |
78dc0d3d-1845-4fc2-8111-d7e599ab573e | Clause:
A base salary (the "Base Salary"), at the initial annual rate of not less than Five Hundred Seventy Five Thousand Dollars ($575,000) will be paid to the Executive in regular installments in accordance with the Company's designated payroll schedule.
Task: Classify this clause into ONE of these types (exactly on... | Label: Base Salary |
49f55ddb-5196-4dee-b2e2-361bd331bbf6 | Clause:
No representation or warranty made by any of the Parties in this Agreement, nor any document, written information, statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by the Parties or their representatives pursuant hereto or in connection with the transactions contemplated... | Label: Disclosures |
13940387-74de-4009-b48e-98a0f4c8819f | Clause:
This Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrowers and constitute a legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolven... | Label: Enforceability |
c989bf05-ce8f-4d51-a7e2-584a1b55a793 | 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 |
756a0135-a078-4245-9041-928665e08522 | Clause:
Executive agrees that during the Employment Period and at all times thereafter, Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably ca... | Label: Non-Disparagement |
52c7d061-de97-42d2-bc9b-2584bb00b7c3 | Clause:
The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which it is a party, and the consummation by such Purchaser of the transactions contemplated hereby and thereby, will not (i) if applicable, result in a violation of the organizational documents of ... | Label: No Conflicts |
e1fa1a92-3cbb-40e7-b997-f31cab378f73 | Clause:
The Company or your local employer shall have the power and the right to deduct or withhold, or require you to remit to the Company or to your local employer, prior to any issuance or delivery of Shares on Restricted Stock Units or Additional Restricted Stock Units, an amount sufficient to satisfy taxes imposed... | Label: Withholdings |
748400d0-5ae2-48be-a714-5e185b809f41 | Clause:
The Company shall withhold from any payments made to you under this Agreement any amounts determined by the Company to be required to be withheld by applicable federal, state or local tax law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Tax Withholdings |
3f8871e6-082d-44e5-9b1e-8f0cca807f18 | Clause:
This Guaranty and the other Guaranteed Documents represent the final agreement among the parties with respect to the subject matter hereof and thereof, supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof and thereof, and may not be contradicted by ev... | Label: Entire Agreements |
a9099b3d-6b9e-4720-90fd-5978cf513275 | Clause:
This Contract may be executed in as many counterparts as desired by the Parties, any one of which shall have the force and effect of any original but all of which together shall constitute the same instrument. This Contract may also be executed by exchange of executed copies via facsimile or other electronic me... | Label: Counterparts |
31fd5740-45dc-4330-9fdf-d0928a7b3c5b | Clause:
Upon the date of the issuance or increase of a Letter of Credit or the deemed issuance of the Existing Letters of Credit under Section 2.3(a), the applicable Issuing Lender shall be deemed to have sold to each other Lender and each other Lender shall have been deemed to have purchased from the Issuing Lender a ... | Label: Participations |
5ddf6b34-a4ba-441a-a289-30f39aa5e582 | Clause:
This Amendment shall be binding upon and inure to the benefit of PMI, Citibank UK and each Lender, and each of their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Binding Effects |
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