id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
a70a295c-a2ea-4051-b03a-efaab382732a | Clause:
Neither the execution and delivery by such Member of this Agreement, nor the performance by such Member under this Agreement will (i) violate, conflict with or result in a breach of any provision of the governing documents of such Member; (ii) require any consent or approval of any counterparty to, or violate o... | Label: No Conflicts |
f49440bb-707f-4568-8301-94326aac972a | Clause:
During the Employment Term, the Company shall pay Executive a base salary (“ Base Salary ”) at the annual rate of $530,450, payable in regular installments in accordance with the Company’s usual payment practices. Executive’s Base Salary shall be subject to annual review and subject to increase, if any, as may ... | Label: Base Salary |
2f99fceb-2d89-451a-84fa-7384784ecd49 | Clause:
The form, terms and conditions of each Restricted Stock Unit shall be determined by the Committee and shall be set forth in an Award Agreement. Such terms and conditions may include, without limitation, the conditions or circumstances upon which such Restricted Stock Unit will be paid, forfeited or otherwise mo... | Label: Terms |
fca64dba-afb0-4562-a000-d48dce0517fd | Clause:
The Company may withhold from any benefits or taxable compensation due under this Agreement such Federal, state, and local taxes as may be required or permitted to be withheld pursuant to any applicable law or regulation. The Company may determine that any compensation hereunder constitutes guaranteed payment u... | Label: Withholdings |
43db0aba-a772-4121-8102-65ac607db505 | Clause:
This Agreement shall be governed and construed in accordance with the substantive laws of the State of Texas without reference to principles of conflicts of law that would result in the application of the laws of another jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Governing Laws |
4e468336-925a-4b99-9d53-f40a09a2b362 | Clause:
Subject to Section 4 hereof, one-third of the Option shall vest and become exercisable as of the first anniversary of the Date of Option Grant (“ Grant Date ”) and an additional one-third of the Option shall vest and become exercisable on each of the second and third anniversaries of the Grant Date. For purpose... | Label: Vesting |
7e3d7bb8-c387-4b13-bd3b-cc340a406898 | Clause:
If prior to the expiration of the Employment Term, the Executive’s employment is terminated by the Company for Cause or the Executive resigns other than for Good Reason, the Executive shall be entitled only to (i) payment of the Executive’s Base Salary as then in effect through and including the date of termina... | Label: General |
eca70e33-ba65-4954-bbb1-961e9c6916e4 | Clause:
Notwithstanding anything to the contrary herein, unless notified in writing to the contrary, for purposes of seeking approvals of the Preferred Backstop Investors hereunder, such as in accordance with Section 6.4 , the Company Parties may rely on the written approval (including email) of KKWC.
Task: Classify... | Label: Approvals |
2f6de550-a49e-44f8-91e5-6f862aad6398 | Clause:
The parties shall execute, deliver, acknowledge and file such further agreements and instruments and take such other actions as may be reasonably necessary from time to time to make effective this Agreement and the transactions contemplated herein.
Task: Classify this clause into ONE of these types (exactly on... | Label: Further Assurances |
4089c14d-b187-4dd2-ac29-6837d65492d2 | Clause:
No Consent is required in connection with the execution and delivery by Seller of this Agreement or the consummation of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Consents |
6484b76b-84f4-43d5-aaf0-b390144b9783 | Clause:
The Originator (directly or through an Affiliate) has implemented and maintains in effect policies and procedures designed to provide for compliance by the Originator, its Affiliates and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Origin... | Label: Sanctions |
95c103cc-120a-4f1a-9f59-8d498eb009d0 | Clause:
There are no actions, suits, proceedings or investigations pending or to the best of Borrower’s knowledge, threatened against or affecting Borrower or any Third Party Pledgor in any court or before any other Governmental Authority which would be reasonably expected to have a material adverse effect on the abili... | Label: Litigations |
486cfe85-ca16-492e-9b6a-fcaa006dfb6d | Clause:
Due to the nature of Executive’s position with the Company, and with full realization that a violation of this Section 8 may cause immediate and irreparable injury and damage, which is not readily measurable, and to protect the parties’ interests, the parties understand and agree that either party may also se... | Label: Forfeitures |
846d823f-7bab-4922-bd39-426acab79f44 | Clause:
This Agreement may not be altered, amended or supplemented, except by an agreement in writing signed by the parties hereto; provided , that the Company shall not agree to amend this Agreement unless and until such amendment is approved by the Special Committee.
Task: Classify this clause into ONE of these type... | Label: Amendments |
cf317ce7-be77-487e-86c2-adbbc5e82a31 | Clause:
You will not make, publish or communicate any maliciously false, libelous, slanderous, vulgar, obscene, threatening, defamatory or unlawful remarks, comments or statements regarding the Company, its products, services, customers, partners, vendors, officers, directors or employees in an effort to interfere with... | Label: Non-Disparagement |
747dca6e-b58b-485b-8c14-d3452729a84e | Clause:
This Agreement embodies the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all other agreements and understandings, including the Prior Agreement, whether written or oral, between the parties relating to the subject matter hereof entered into prior to... | Label: Entire Agreements |
a8715b28-6bf5-4c55-ba8c-324e3d71eeb3 | Clause:
You agree that if any provision of this General Release of Claims is or shall be declared invalid or unenforceable by a court of competent jurisdiction, then such provision will be modified only to the extent necessary to cure such invalidity, with a view to enforcing the parties’ intention as set forth in this... | Label: Severability |
2ec55e70-4826-4378-adb7-edbc79210b06 | Clause:
The Company agrees to pay the reasonable fees and expenses of Independent Legal Counsel should such Independent Legal Counsel be retained to make a determination of Indemnitee’s entitlement to indemnification pursuant to Section 6(b) hereof, and to fully indemnify such Independent Legal Counsel against any and ... | Label: Fees |
51328584-ecad-4681-ac63-f70222358388 | Clause:
As of the Effective Date, the Company hereby agrees to continue to employ Employee, and Employee hereby accepts such continued employment on the terms and conditions set forth herein, for the period commencing on the Effective Date and ending on the three year anniversary of the Effective Date (the “Initial Ter... | Label: Terms |
d6cf6fd3-80a6-4ca1-a68d-6980e42caf15 | Clause:
The Company agrees to pay the Executive, for services rendered hereunder, a base salary at the annual rate of $180,000 (the “ Base Salary ”). The Executive’s Base Salary will be reviewed annually throughout the Employment Term by the Compensation Committee of the Board. Notwithstanding anything in this Agreeme... | Label: Base Salary |
728751fd-bdab-457b-90d2-27706aae9895 | Clause:
Collaborator will defend, indemnify and hold Wistar, the Principal Investigator, and any of Wistar’s trustees, officers, directors, affiliates, students and current and former employees (hereinafter referred to collectively as the “ Indemnified Persons ”) harmless against any and all liability, loss, damage, cl... | Label: Indemnity |
58e39bd4-161d-42e4-aed2-618a19415b9d | Clause:
The Initial Bonds shall be subject to redemption as set forth in the Approval Certificate. The Daily Rate Bonds shall be subject to redemption as set forth in Exhibit B , the form of Daily Rate Bond. The Commercial Paper Rate Bonds shall be subject to redemption as set forth in Exhibit C , the form of Commercia... | Label: General |
0549bd4e-3fd4-4321-91d8-28342ed4449e | Clause:
The Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Term B Loans and Revolving Credit Loans and the pre... | Label: Expenses |
c797c44f-5ea6-4583-8faa-cf9e877b495d | Clause:
This Agreement shall in all respects be governed by the substantive laws of the State of Texas without regard to its or any other state’s conflict of law rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Governing Laws |
7350be65-0e56-47a2-9c67-08c453831f44 | Clause:
This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligations of the Investor enforceable against the Investor in accordance with its respective terms, except as such enforceability may be limited by general pr... | Label: Enforcements |
24a663f0-18a5-4385-9364-5baec27c5296 | Clause:
The waiver by either party of any term, covenant, agreement or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, agreement or condition herein contained, nor shall any custom or practice which may develop between the parties in the ad... | Label: Waivers |
b09deac0-1e91-45d7-9cba-552658c24e2c | Clause:
Enter into any sale and leaseback arrangement with any lender or investor, or enter into any leases except in the normal course of business at reasonable rents comparable to those paid for similar leasehold interests in the area and except for those which do not exceed $40,000,000 in any single transaction.
Ta... | Label: Sales |
002137ad-d478-4645-9f5a-fb2eb4c5f0a0 | Clause:
The representations and warranties contained in Section IV hereof and all representations and warranties made by the Borrower and each other Loan Party under any other Loan Document shall be true and accurate in all material respects on and as of the Closing Date.
Task: Classify this clause into ONE of these t... | Label: Warranties |
beaf5d07-74af-4a98-aa7a-5f25b187b424 | Clause:
All requisite and material Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no material litigation, governmental, administrati... | Label: Consents |
53171672-01ea-499e-8a5e-7b810d57bf19 | Clause:
The Closing shall take place at the offices of Escrow Company on the Closing Date, or through customary closing escrow arrangements reasonably acceptable to Seller and Purchaser by the delivery of documents and funds to Escrow Company on or prior to the Closing Date. Subject to the terms and conditions set fort... | Label: Closings |
1ec96aba-bce7-47cb-bd5a-d8494352116d | Clause:
Except as set forth in Section 1(i) of this Amendment, Articles I and V of the Shareholders Agreement shall apply to this Amendment, mutatis mutandis .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Miscellaneous |
9e8cacc7-1910-4041-a2fd-9294d59039b9 | Clause:
The execution, delivery and performance of this Agreement and the Ancillary Documents by each of the Sellers will not (a) violate any provision of the organizational documents of any Seller or Acquired Company; (b) conflict with, result in any breach of, constitute a default (or event which with the giving of n... | Label: No Conflicts |
ba5e4059-903b-4be6-903a-d08191ff0e43 | Clause:
This Article XI is a continuing guaranty and shall (a) remain in full force and effect until the later of the cash payment in full of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Termination Date, (b) be binding upon each Gu... | Label: Assignments |
3facda56-6578-4f7d-90c6-09a4fff61fdd | Clause:
In the discretion of the Company, upon the cessation of participation in the Plan by any Participant solely due to the employer of that Participant no longer qualifying as a member of the controlled group of Cardinal Health, Inc. within the meaning of Code Sections 414(b) and (c), all liabilities associated wit... | Label: Assignments |
82fc9780-d9b5-496e-b5b5-893aef72c7e0 | Clause:
Neither the Administrative Agent nor any Lender shall disclose any Confidential Information to any Person without the prior written consent of the Operating Partnership to which such Confidential Information relates, other than (a) to such Administrative Agent’s or such Lender’s Affiliates, head office, branche... | Label: Confidentiality |
5b5d6ab9-3a3e-4148-ade7-7faa4c5ecfd1 | Clause:
AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION .
Task: Classify this clause into ONE of th... | Label: Waiver Of Jury Trials |
0ef1e1aa-1312-4934-90c7-99e22c2afb9e | Clause:
No provision of this Agreement shall be modified or amended except by an instrument in writing duly executed by the parties hereto. No custom, act, payment, favor or indulgence shall grant any additional right to Executive or be deemed a waiver by Parent or the Company of any of Executive’s obligations hereunde... | Label: Amendments |
f2c8a9fd-32c9-4ac3-abff-c51c61043ca1 | Clause:
The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Headings |
b520cef0-04ec-4d80-8f31-92e47ebaab9d | Clause:
Company shall use the net proceeds from the sale of the Securities to the Original Purchaser hereunder solely (a) to pay the out-of-pocket fees, costs and expenses of Company in connection with the issuance of the Securities (including the reasonable fees and expenses of Company’s advisers, counsel, accountants... | Label: Use Of Proceeds |
4f7c6a92-1e33-4b82-9a5f-f3611f6f7166 | Clause:
Upon vesting of any Stock Units or any distribution of shares of Common Stock in respect of the Stock Units, the Participant or other person entitled to receive such distribution may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required unde... | Label: Tax Withholdings |
01a4b6cb-dc4b-40a7-905d-2f8945dfdf87 | Clause:
At all times following the date hereof, the Executive shall not, whether in writing or orally, disparage or denigrate the Company or any Affiliate, or any of their respective current or former affiliates, directors, officers, employees, members, partners, agents, or representatives. At all times following the ... | Label: Non-Disparagement |
4ec910af-5f58-4ea8-88dc-31932cf2fe54 | Clause:
This Agreement and the instruments, agreements and documents referred to in this Agreement shall be deemed incorporated into and made a part of the Indenture. All such instruments, agreements and documents, and this Agreement, shall be construed as integrated and complementary of each other, and, except as othe... | Label: Integration |
38128ae2-98dd-489c-811b-b9a74a92402e | Clause:
Payment of a Member’s Account balance (as determined pursuant to Section 11.1) shall be made pursuant to the Member’s request for payment and within the time frame established by the Administrative Committee. Notwithstanding any provision of the Plan to the contrary, but subject to applicable Treasury Regulati... | Label: Consents |
d04033d7-19bf-43ce-8990-1568dce28fd9 | Clause:
No interest shall accrue on the payroll deductions of a Participant in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Sala... | Label: Interests |
f75f1126-82ad-4950-859c-4cc6ad72c5d7 | Clause:
The Board may terminate, amend or modify this Plan or any Award Agreement at any time. The termination of the Plan shall not affect rights and obligations theretofore granted and then in effect. No termination, modification or amendment of the Plan or any Award shall alter or impair the rights of a Participant ... | Label: Terminations |
85872cf2-7628-4b1c-9b7f-c0b3ea1cab99 | Clause:
If any provision of this Agreement shall be declared illegal, invalid or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder her... | Label: Severability |
a20bcc28-e334-453c-a747-59f8aa112335 | Clause:
This Agreement shall be binding upon the First Lien Agents, the First Lien Lenders, the Second Lien Agent, the Second Priority Secured Parties and their respective permitted successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Assigns |
ae1a2c3b-f0cc-4fcf-a0bd-a69a1db91451 | Clause:
This Option will vest and become exercisable in accordance with the schedule set forth above, subject to Section 3 of this Agreement; provided , however , that upon the occurrence of a Change in Control that results in the Company's Shares ceasing to be publicly traded on a national securities exchange, the Opt... | Label: Vesting |
0382d17c-44b5-4351-8c5d-b02155d4331a | Clause:
This Guaranty Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Governing Laws |
7c1fa3a0-a4c3-41b9-a4e2-2c999e7fb048 | Clause:
Company shall indemnify Director from any loss, damage, cost or expense (including reasonable attorney's fees) (“Loss”) arising from or related to a third party claim, demand, assessment, action, suit or proceeding ("Claim"), including without limitation, any Claim arising from or related to Director's services... | Label: Indemnifications |
207123f2-8b09-4a87-a8ab-218eb2a2c504 | Clause:
The Company (or the Recordkeeper) will quarterly remit payment to the Trustee for the Trustee’s services as well as all reasonable expenses incurred by the Trustee in connection with or relating to the performance of its specifically allocated responsibilities under this Agreement or its status as Trustee, incl... | Label: Expenses |
e0f7111d-1aea-4f83-a6ea-72f546cb0879 | Clause:
(a) The Borrower shall pay or, as the case may be, reimburse IFC or its assignees on demand any amount paid by them on account of, all taxes (including stamp taxes), duties, fees or other charges payable on or in connection with the execution, issue, delivery, registration or notarization of the Transaction Do... | Label: Expenses |
a771090e-822c-4314-b4c3-d0f2ab7d70d0 | Clause:
Mortgagor hereby waives any right to trial by jury with respect to any action or proceeding (a) brought by Mortgagor, Mortgagee or any other person relating to (i) the obligations secured hereby and/or any understandings or prior dealings between the parties hereto or (ii) the Loan Documents or the Environmenta... | Label: Waiver Of Jury Trials |
23084519-2441-4718-a421-5542affa7db3 | Clause:
Company will timely file a current report on Form 8-K (“ Current Report ”) by 8:30 am Eastern time on the Trading Day after the Effective Date describing the material terms and conditions of this Agreement, a copy of which has been provided to Investor prior to the Effective Date. All information that Company ... | Label: Disclosures |
c7715ddb-abe3-4e52-b0c5-caea48239175 | Clause:
The Performance Stock Units will vest based on the Company’s performance during each Performance Period and your provision of Continuous Service from the Date of Grant through the date of settlement of the Award. All Performance Stock Units will be forfeited upon a termination of your Continuous Service prior t... | Label: Vesting |
8a790a18-c2b7-423e-af58-932d6ba9ff03 | Clause:
This Agreement, including its exhibits, supersedes all prior agreements between UNFI and WFM and is the only agreement between UNFI and WFM, either oral or in writing relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Binding Effects |
536c41ae-2d43-4b74-bc61-ee9f180da7d9 | 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 without the prior written consent of the Admin... | Label: Successors |
96ef5758-5739-4beb-bd30-79766046f876 | Clause:
The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or inter- pretations of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Headings |
6801e1e4-d7a1-48ba-824c-2b2cd9028fd5 | Clause:
The Borrower and Jones Parent will, and will cause each of the Subsidiary Guarantors 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 and m... | Label: Existence |
ef476ac1-8c30-4cb3-875d-7e19bd957f4f | Clause:
Modifications or adjustments to the terms of this Agreement may be made by PNC as permitted in accordance with the Plan or as provided for in this Agreement. No other modification of the terms of this Agreement will be effective unless embodied in a separate, subsequent writing signed by you and by an authorize... | Label: Modifications |
63d40d62-1cba-4045-a45d-00b86a25677e | Clause:
EACH PARTY HERETO HEREBY 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, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TO... | Label: Waiver Of Jury Trials |
cf05d8c0-4aeb-486c-882c-55eb48da18cc | Clause:
Each Lender that is an Existing Lender is deemed to have appointed Wells Fargo Bank, N.A., as the administrative agent and the issuing lender under the Existing Credit Agreement; provided, however, Wells Fargo Bank, N.A. does not assume and shall not be obligated to pay, perform or discharge any claim, debt, ob... | Label: Authorizations |
3565fa86-11c7-47ae-811b-8db00deb70ea | Clause:
(a) None of the execution and delivery of the Basic Documents, the consummation of the transactions therein contemplated or compliance with the terms and provisions thereof will conflict with or result in a breach of, or require any consent under, (i) the certificate of incorporation, LLC operating agreement or... | Label: No Defaults |
13ca04dc-b46c-46d5-94b3-5cf6dafd0565 | Clause:
Any portion of a Stock Option that is not vested and exercisable on the date of termination of an optionee's Service Relationship shall immediately expire and be null and void. Once any portion of the Stock Option becomes vested and exercisable, the optionee's right to exercise such portion of the Stock Option ... | Label: Terminations |
37395b18-77ee-4206-a334-410f35836799 | Clause:
This Amendment may be executed by the respective parties on two or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Amendment may be executed by the parties and transmitted by electronic or facsimile transmission... | Label: Counterparts |
6a3737ba-044e-462e-841e-c7a14d4256db | Clause:
The agreements in this Section 11.04 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this clause into ONE of these types (ex... | Label: Survival |
b18cc4b2-3b35-44de-a822-48acc5d31f65 | Clause:
For any fiscal year or other accounting period for each Facility Lessee or Capella Holdings, balance sheets, statements of operations and capital accounts, and statements of cash flows setting forth in comparative form the corresponding figures for the year-earlier fiscal period.
Task: Classify this clause int... | Label: Financial Statements |
24aee97d-2e76-48c6-81b5-2f4e52fa1bab | Clause:
Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party; provided , however , that a party may, without such consent, assign this Agreement and its rights and obligations hereunder (a) to any Affiliate, or (b) in connection with the transfer... | Label: Assignments |
14061b3f-bb88-4b31-baf0-ba371e8c5017 | Clause:
Subject to the terms of the Plan and this Agreement, the Award shall be deemed vested and earned, and the Shares subject to the Award shall be distributable as provided in Section 7 herein, upon such date or dates, and subject to such conditions, as are described in this Agreement, including Section 2 of Schedu... | Label: Vesting |
f4a6d0a2-524a-469c-8c68-d9bae05fbcaa | Clause:
Each of this Agreement and the Amendment to Tax Sharing Agreement, when executed and delivered by the parties thereto, constitutes a valid and legally binding obligation of Noble, enforceable against Noble in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Binding Effects |
fcf00bdb-2180-4f2c-a7d5-fce439efe246 | Clause:
If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this... | Label: Specific Performance |
b189ca58-9f06-472c-b018-f6afb6f821fa | Clause:
This Agreement contains the entire agreement between the Parties regarding the obligations hereof and supersedes any prior understandings, agreements or representations by or between the Parties, written or oral, which may have related to the subject matter hereof in any way.
Task: Classify this clause into ON... | Label: Integration |
400da80e-945a-47bf-ba55-d361347278d6 | Clause:
The Company shall pay Executive during year one of the Term an annual salary (the “ Base Salary ”) of Five Hundred Fifty Thousand Dollars ($550,000), payable in accordance with the Company’s normal business practices for senior executives (including tax withholding), but in no event less frequently than monthly... | Label: Base Salary |
f149ac4b-d9a8-48f6-bdd8-67ae4467cef3 | Clause:
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given if (a) delivered by hand and a receipt is provided by the party to whom such communication is delivered, (b) mailed by certified or registered mail with postage prepaid, return receipt... | Label: Notices |
67a07d4f-8b56-46dc-8317-dfc3e6009153 | Clause:
An Eligible Employee designated as a Participant pursuant to Section 2.1 shall become a Participant as of the date determined by the Company. An Outside Director shall become a Participant as of the date he or she is elected a director of the Board. The date that an Eligible Employee or Outside Director is elig... | Label: Notices |
cfa7ae18-a82d-404c-a707-0f4bf3f0a8a7 | Clause:
Landlord agrees to pay all State, County, and Municipal property taxes and assessments, prior to delinquency, levied against the land covered by this Lease and all improvements thereon. Tenant agrees to pay all taxes on personal property maintained by Tenant in or upon the Leased Property during the term of the... | Label: Taxes |
cc6224c8-58d1-49e0-b8c2-b0347725c25b | Clause:
Each Loan Party and each of its Subsidiaries and JV Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are reasonably necessary for th... | Label: Intellectual Property |
ae95fe9b-8bf2-47b1-ac5f-620ee352ac24 | Clause:
Each member of the Controlled Group has fulfilled its obligations in all material respects under the minimum funding standards of ERISA and the Code with respect to each Plan. Each member of the Controlled Group is in compliance with the applicable provisions of ERISA and the Code with respect to each Plan exce... | Label: Erisa |
e60e6724-50ab-446f-a4a7-152ecc783ecb | Clause:
Borrower acknowledges and agrees that irreparable damage would occur to Lender in the event that Borrower fails to perform any provision of this Note or any of the other Transaction Documents in accordance with its specific terms. It is accordingly agreed that Lender shall be entitled to an injunction or injunc... | Label: Specific Performance |
87b8fdfc-7973-4de0-a10a-cf82d841768b | Clause:
Without duplication of any obligation of the Credit Parties under Section 11.2 , in addition to amounts payable as provided herein, each of the Credit Parties hereby agrees, on a joint and several basis, to protect, indemnify, pay and save harmless each Issuing Bank from and against any and all claims, demands,... | Label: Indemnifications |
e9cdaeae-961e-45da-a1cb-9ed45447a639 | Clause:
In the event of any conflict between the provisions of the Master Lease and the provisions of this Ninth Amendment, the provisions of this Ninth Amendment shall control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Interpretations |
715e9a49-2fab-41bb-a844-319d5c9cfb55 | Clause:
This Agreement and each of the other Loan Documents executed and delivered by a Loan Party (i) has been duly and validly executed and delivered by each Loan Party party thereto, and (ii) constitutes, or will constitute, legal, valid and binding obligations of each Loan Party which is or will be a party thereto,... | Label: Binding Effects |
e2772086-aafa-4811-8b90-6d8dd7a30161 | Clause:
Except as set forth on Schedule 7.05, there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Parent Guarantor, threatened against or affecting the Parent Guarantor or the Borrower (i) as to which there is a rea... | Label: Litigations |
9b898860-401c-495c-a8b2-95a8e1ff560d | Clause:
This Agreement shall be governed by and construed under the laws of the State of Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware, without regard to conflicts of laws principals.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Governing Laws |
2eb7d92f-3c65-4211-8f8e-2e9428269715 | Clause:
The total purchase price for the Property shall be Twenty Six Million and No/100 Dollars ($26,000,000.00). At the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined), Buyer shall pay the total purchase price for the Property (as adjusted to account for prorations and closing costs purs... | Label: Payments |
983449c3-8ce8-4605-9931-26ce3d6de289 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Agreement in any judicial proceedings, it shall not be necessary to produce or account for ... | Label: Counterparts |
f564823e-3225-4521-97c7-931e34833b9a | Clause:
If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement... | Label: Severability |
a7eec950-6156-422a-862c-9d27d08dee05 | Clause:
During the Employment Period, the Executive shall be entitled to all employee benefits made available to senior executives of the Company generally, including, without limitation, group medical, dental, vision, life insurance, long-term disability insurance, retirement, pension, 401(k) savings plans and/or pres... | Label: Benefits |
282cd051-4af8-4e9a-b0c4-36ed70db3e35 | Clause:
This Agreement sets forth the entire understanding of the parties with respect to the matters contemplated herein and supersedes any and all prior agreements or understandings between the parties relating to such subject matter. No person has any authority to make any representation or promise on behalf of any ... | Label: Entire Agreements |
4aae4379-0104-4dfe-972c-9955fe49a267 | Clause:
The Company shall pay the Executive an annual base salary of $365,000.00. The annual base salary shall be paid to the Executive in accordance with the established payroll practices of the Company (but no less frequently than monthly) subject to ordinary and lawful deductions. The Compensation Committee of the C... | Label: Base Salary |
92b72ba8-cd73-4012-82a4-9beac5004926 | Clause:
Except as described in the DM SEC Documents, there are no actions, suits, claims, investigations, orders, injunctions or proceedings pending or, to the Knowledge of the Dominion Parties, threatened or contemplated, to which the Partnership Entities or any of their respective directors or officers is or would be... | Label: Litigations |
b5c60bf8-bf57-4bfe-ad4c-2a80e3037c87 | Clause:
This Agreement shall automatically terminate, and no party shall have any rights or obligations hereunder and this Agreement shall become null and void and have no further force or effect with no liability on the part of any party hereto upon the earliest to occur of (a) the Closing, (b) the valid termination o... | Label: Terminations |
ed5b6331-7a1c-4c1a-b316-813d4e4fc422 | Clause:
In the event that one or more of the provisions of this Award Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions of this Agreement, and the remaining provisions of this Agreement will continue to be ... | Label: Severability |
fb81dace-3dde-4074-9bf0-947367755862 | Clause:
In the event that any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein will not be in any way ... | Label: Severability |
ba470ee9-1f35-43c9-b572-bf3a813cc920 | Clause:
The shares of Common Stock subject to the Option may be adjusted or terminated in any manner as contemplated by Section 11 of the Plan. Further, in the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its ... | Label: Adjustments |
b25f2cd8-2b09-4622-bbf3-57b56883b55a | Clause:
Each Loan Party will, and will cause its Restricted Subsidiaries to, maintain insurance with financially sound and reputable insurance companies or reinsurance with respect to any captive insurance, in each case with respect to the Properties and business of Loan Parties and Restricted Subsidiaries of such type... | Label: Insurances |
3c5a2d7a-78b7-45bb-98ec-7d69137ccdb0 | Clause:
Each Lender agrees that it will not disclose without the prior consent of the Borrowers (other than to its employees, its Subsidiaries, another Lender, an Affiliate of a Lender or to its auditors or counsel) any information with respect to the Credit Parties which is furnished pursuant to this Agreement or any ... | Label: Confidentiality |
0dc40633-6eee-4708-8d70-1944895c32e4 | Clause:
A Participant may commence participation in this Plan by executing an Election to Participate and a split dollar endorsement for each Policy. The split dollar endorsement shall bind the Participant and his or her beneficiaries, assigns and transferees, to the terms and conditions of this Plan.
Task: Classify t... | Label: Participations |
7fc5dea2-3b79-4397-a43c-cb0d1233c840 | Clause:
All questions arising with respect to the provisions of these Terms and Conditions and the Notice shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation o... | Label: Governing Laws |
ce14f998-d221-449d-8208-9ee225a60b2b | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before May 9, 2016; provid... | Label: Terminations |
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