id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
a0280e07-b8fc-43bd-ac1f-068544d2986b | Clause:
Executive agrees that Company’s goodwill and reputation are assets of great value to Company which were obtained through great cost, time and effort. Therefore, Executive agrees that during Executive’s employment with Company and after the termination of Executive’s employment for any reason, Executive will not... | Label: Non-Disparagement |
bc952108-082c-4eb6-99e8-8f9bee830bcc | Clause:
R egardless of whether Employee signs this Agreement, Employee’s active participation in all Company benefit plans will terminate effective 11:59 p.m. on the Termination Date and Employee shall remain entitled to any vested benefits in accordance with such plans. A letter informing Employee of Employee’s rights... | Label: Benefits |
40e4c0fb-b201-4948-be03-8fd613918317 | Clause:
Whenever used in the Plan, including Article I and this Article II, the following capitalized terms shall have the meanings set forth below (unless otherwise indicated by the context). Other capitalized terms where indicated shall have the meanings set forth in the Qualified Pension Plan.
Task: Classify this c... | Label: Defined Terms |
c7f0bf21-1896-4e1f-9063-fc4a6df2c859 | Clause:
The Company further agrees to defend, protect, indemnify and hold harmless the Administrative Agent the Arranger, and each and all of the Lenders and each of their respective Affiliates, and each of such Administrative Agent’s, Arranger’s, Lender’s or Affiliate’s respective officers, directors, trustees, invest... | Label: Indemnity |
d1825059-2b10-4c6f-a0c5-63f6d22e14c2 | Clause:
The Company shall not use any portion of the proceeds of the Debenture, either directly or indirectly, for any of the following purposes: (i) to make any payment towards any indebtedness or other Obligations of the Company; (ii) to pay any Taxes of any nature or kind that may be due by the Company; or (iii) to ... | Label: Use Of Proceeds |
1935b2a0-decd-4191-9aa6-87d865ac506e | Clause:
Unless previously terminated, the Initial Commitments shall terminate upon the funding thereof.
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: Terminations |
39a96840-aabf-4449-893f-40e842e19775 | Clause:
The Company shall, by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, file a Current Report on Form 8-K and press release disclosing the material terms of the transactions contemplated hereby, including the Transaction Documents as exhibits thereto. From and after the is... | Label: Publicity |
115c9329-8d0f-48bf-ba1e-809c2be522a7 | Clause:
The above recitals are true and correct and are incorporated herein by reference. Unless otherwise defined in this Agreement, capitalized terms have the meanings given to such terms in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Definitions |
91e247f4-8d88-4ae1-a98f-58f692f474db | Clause:
You agree to pay or reimburse each Commitment Party for all reasonable and documented out-of-pocket fees and expenses (including, without limitation, expenses of such Commitment Party’s due diligence investigation, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of out... | Label: Expenses |
70aeeb0e-42bd-46b0-bfbb-bff7574c5e21 | Clause:
This Agreement and the rights of the parties hereunder shall be governed by, and interpreted in accordance with, the law 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, Arbit... | Label: Governing Laws |
67473d98-7f1d-434e-990f-f62be7494ffa | Clause:
The Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the Company, for the two years preceding the date hereof, has filed all reports, schedules, forms, statements and other documents required to be filed by it with... | Label: Financial Statements |
8b7121ca-a572-409a-a2ac-af117491c698 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York).
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Governing Laws |
a6a5ab4e-d6ec-492d-b628-4bc9a8a95893 | Clause:
Failure of a Party to enforce one or more of the provisions of this Agreement or to require at any time performance of any of the obligations hereof shall not be construed to be a waiver of such provisions by such Party nor to in any way affect the validity of this Agreement or such Party’s right thereafter to ... | Label: Waivers |
3a236cdd-1e64-448d-a0f8-08defc7859db | Clause:
Notices and other communication provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or electronic photocopy format sent by electronic mail, to the applicable party at its address set forth below its name ... | Label: Notices |
9807a211-3399-4980-ba32-ab9662f3afc6 | Clause:
ADI will reimburse you for all outstanding, properly-incurred expenses in accordance with our existing policies. Please submit all outstanding expenses prior to the Termination Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Expenses |
5db1d2aa-12db-47d0-8b01-fa620c55dd58 | Clause:
Following the occurrence of any Event of Default, in any suit, proceeding or action brought by any Secured Party under any Account or Contract for any sum owing thereunder, or to enforce any provisions of any Account or Contract, the Debtor will save, indemnify and keep the Secured Parties harmless from and aga... | Label: Indemnifications |
9152d102-d5b5-46df-b4f1-589e46601f59 | Clause:
Neither the Parent nor the Borrower will, nor will they permit any other Credit Party to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than one of the other Credit Parties) unless such tran... | Label: Transactions With Affiliates |
84bade3c-ded2-4046-8255-8ca3aa29d0a0 | Clause:
This Agreement may be signed in counterparts, all of which when taken together shall constitute the one and same original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Counterparts |
3fd48037-f54d-4f6d-8250-17c6bdcbd074 | Clause:
The rights and obligations of this Agreement will bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company’s business and properties. Neither this Agreement nor any rights hereunder will be assignable or ... | Label: Assignments |
787a31f5-5263-482d-ad2b-e63c4904e696 | Clause:
The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower and without limiting its obligation to do so), ratably according to the respective principal amounts of the Advances then owed to each of them (or if no Advances are at the time outstanding, ratably according to the respectiv... | Label: Indemnifications |
37a50516-4305-4118-a363-4a8846bac884 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
3766718b-852a-4b55-a4ba-09265ec79aa7 | Clause:
No provision of this Agreement shall be deemed to have been waived unless such waiver is in writing and signed by or on behalf of the party granting the waiver. The waiver of either party of any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach.
Task: Classify t... | Label: Waivers |
b262ad4f-b113-454c-b747-ccd2c2e4e7fb | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Shares will not (i) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under the Company’s Certificate of Incorporation or the Company... | Label: No Conflicts |
4a5e9e9d-124a-4922-bb94-9656643a4148 | Clause:
Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the co... | Label: No Defaults |
db947e84-25fe-4afa-9676-c58107f30410 | Clause:
Any notice permitted or required hereunder shall be deemed sufficient when hand-delivered or mailed by certified mail, postage prepaid, return receipt requested or delivered by nationally recognized overnight courier service and addressed if to the Company at the address indicated above and if to the Executive ... | Label: Notices |
bb848dca-082d-4e52-94a6-61fedbf3b3ec | Clause:
The Shareholder understand and acknowledge that the Acquiror Company may refuse to transfer the Acquiror Company Shares, unless the Shareholder comply with this Section 4.2.3. The Shareholder consent to the Acquiror Company making a notation on its records or giving instructions to any transfer agent of the Ac... | Label: Consents |
b0e9df32-1c0b-4026-9209-c1d3d8d9613b | Clause:
Each Participating Employer, each fiduciary with respect to the Plan, and each other person performing any functions in the operation or administration of the Plan or the management or control of the assets of the Plan shall keep such records as may be necessary or appropriate in the discharge of their respecti... | Label: Records |
ed6f4841-a4f2-490b-859e-41c1ebc52419 | Clause:
The Credit Parties shall not, and the Credit Parties shall not permit any of their Subsidiaries to fail to: (i) comply in all material respects with federal, state and other applicable securities laws, and (ii) comply in all material respects with the requirements of all other applicable laws, rules, regulation... | Label: Compliance With Laws |
1ca3f002-f2c8-4f00-baf2-1d2580c42703 | Clause:
All notices or other communications delivered or given under this Agreement shall be in writing and shall be deemed to have been duly given if hand delivered, sent by certified or registered mail, return receipt requested, or nationally-utilized overnight delivery service, PDF or confirmed facsimile transmissi... | Label: Notices |
3d6e43f6-81fd-4aaa-9549-33204500770f | Clause:
This Agreement, together with the Stock Purchase Agreement and the other agreements, instruments and documents referred to herein and therein, constitutes the entire agreement of the parties hereto and supersedes all prior agreements, letters of intent and understandings, both written and oral, among the partie... | Label: Entire Agreements |
cf3baadd-b12c-49ed-a3e9-0c78d15688e7 | Clause:
The Company may terminate this Agreement at any time by written notice to the Investor. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; or (iii) the da... | Label: Terminations |
26286def-6b0a-4c8e-b2a9-a9a8aa33e3a4 | Clause:
At any time during or after the Term, Executive agrees that he will fully cooperate with the Company, its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect the Company’s rights in and to any of such Inventions, including, but not limited to, execu... | Label: Cooperation |
311230e8-dd93-4b61-844c-6619e813cf48 | Clause:
The Corporation and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “ Delaware Court ”), and not in any other state or federal court in the Unit... | Label: Consent To Jurisdiction |
87b8bed2-f803-49b0-ab86-f19d0052f9a7 | Clause:
No member of the Committee and no employee of the Company shall be liable for any act or failure to act hereunder, or for any act or failure to act hereunder by any other member or employee or by any agent to whom duties in connection with the administration of this Plan have been delegated, except in circumsta... | Label: Indemnifications |
7a72e647-9cad-4c69-a70b-2b6689f0eb3a | Clause:
Notwithstanding any provision in this Plan or any Award Document to the contrary, Awards will be subject, to the extent applicable, to: (a) the terms and conditions of the Company’s executive compensation recoupment policy (as previously adopted, and as may be amended and restated from time to time); and (b) th... | Label: Forfeitures |
85055b37-108a-4d0e-8f47-d5e60bb1a085 | Clause:
(a) Each of the Company’s Subsidiaries has been duly formed, incorporated or organized and is validly existing under the laws of its jurisdiction of formation, incorporation or organization and has the power and authority to own or lease its properties and to conduct its business as it is now being conducted, e... | Label: Subsidiaries |
3dd1fdd0-a55c-43c2-bdd1-42fadfac3827 | Clause:
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to consummate and make effective, as soon as reasonably possi... | Label: Further Assurances |
7ad237fe-6698-4efb-8d48-17251f211c7b | Clause:
Each Loan Party shall comply, in all material respects with all applicable Laws, except where failure to comply could not reasonably have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Compliance With Laws |
70be8e2c-f39f-4b2b-a5f4-aa4dcbdef263 | Clause:
It shall be a condition to the obligation of the Company to issue Ordinary Shares to the Grantee upon the expiration of restrictions on the Restricted Shares that the Grantee pay to the Company, upon demand (but no later than 10 days following such demand), such amount as may be requested by the Company for the... | Label: Tax Withholdings |
17ba168e-f1fc-4542-a685-9ea25055a091 | Clause:
If the Participant remains continuously employed by the Company or a Subsidiary through each Vesting Date set forth in the Notice of Grant, the Restricted Stock Units shall vest (it being understood that Units shall vest cumulatively) based upon the achievement of the performance goals and vesting schedule as s... | Label: Vesting |
e6d29a0b-8f7d-403c-b6c9-2975fa1f1665 | Clause:
THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY ... | Label: Waiver Of Jury Trials |
20ac9b96-5777-4509-93e5-aa593498ba51 | Clause:
At any time prior to the payment of an Award, the Committee may, in its sole discretion, (i) increase, decrease or eliminate the Award payable to any Participant who is not a Covered Employee and who would not become a Covered Employee as a result of any such increase and/or (ii) decrease or eliminate the Award... | Label: Modifications |
716f8ab1-4f82-4ab7-8966-fa2f9d115eb9 | Clause:
It is a condition to each Award under the Plan that a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any federal, state, local or foreign withholding tax obligations that arise in connection with any Award granted under the Plan. The Company shal... | Label: General |
53aa3fe8-2c0a-4d12-b5de-dcba86df04dc | Clause:
The Obligor shall take all steps reasonably necessary to protect, maintain, enforce and defend the validity and enforceability of the Intellectual Property at all times, including pursuing to grant the currently pending patent and trade-mark applications listed in the definition of Collateral above, and prevent... | Label: Intellectual Property |
d910b70e-7c74-41b0-8954-55acb9f2391d | Clause:
All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state, and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. Except as specifically p... | Label: Withholdings |
b3cef3cb-514b-41fc-a25a-2b234f3b065a | Clause:
If any provision of this Agreement is found to be unenforceable or otherwise invalid under applicable law, such provision shall be ineffective only to the extent of such invalidity and the remaining provisions of this Agreement shall remain in full force and effect.
Task: Classify this clause into ONE of these... | Label: Severability |
0100d96e-f59b-4d3e-8006-37433f2afeed | Clause:
All notices, requests, claims, demands and other communications hereunder shall be given in accordance with Section 8.8 of the Reclassification Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Notices |
cdd239ff-2106-4346-9f2d-f7eb10236f20 | Clause:
The Company hereby engages Executive as President and Chief Executive Officer of the Company for the Term (as defined in Section 3.1 hereof), and Executive accepts such employment, on the terms and subject to the conditions set forth in this Agreement. During the Term, Executive will faithfully exercise such au... | Label: Duties |
90b19dea-16e4-4a2e-a284-045f0d5dd8f6 | Clause:
As a condition to receiving the SOSARs, the Participant agrees that he or she will abide by the Company’s Director and Executive Stock Ownership and Equity Retention Guidelines and Clawback Policy and/or other policies adopted by the Company or an Affiliate, each as in effect from time to time and to the extent... | Label: Forfeitures |
e9cb07d1-d603-412e-ac81-69bba3f86d29 | Clause:
Notwithstanding anything to the contrary contained herein, the PSUs may be forfeited without consideration if Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limi... | Label: Forfeitures |
11c9eca9-99cc-419d-bdc9-01affb5f890a | Clause:
This document represents the entire agreement and understanding of the parties with respect to the subject matter of the Agreement (other than the Perceptron Executive Agreement Not to Compete dated. December 16, 2010 (“Perceptron Executive Agreement Not to Compete”), the Letter Agreement dated June 13, 2005 as... | Label: Entire Agreements |
40d2da7a-9d15-4fb0-b726-ebb1209869a1 | Clause:
EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND EACH GRANTOR HEREBY ... | Label: Consent To Jurisdiction |
e342ed6b-f266-4e98-87ab-5d1ce2e307cd | Clause:
Except as otherwise set forth in Section 5.6 hereof, any dispute or controversy between the Company and the Executive, whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise, shall be settled by arbitration in Hamilton, Bermuda under the provisions of the Bermuda Intern... | Label: Arbitration |
832c7189-9b8c-43c8-982b-e555b2186e9f | Clause:
All notices pursuant to this Agreement shall be given in accordance with the Notice provision of the Loan Agreement, which is incorporated into this Agreement by this reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Notices |
82a47602-1a0a-41d0-8b36-4142014b0afc | Clause:
All terms defined herein shall have the identical definitions as ascribed to within the Original Lease, except where such definition is expressly modified herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Definitions |
913d7d96-59e6-4448-a892-9838020cab7c | Clause:
The Board may grant Awards entitling recipients to acquire shares of Common Stock ("Restricted Stock"), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the recipient in the event that conditions specified by the Board in the... | Label: General |
a49d61d8-a1a1-490e-8817-0180110c0888 | Clause:
No Events of Default exist under the Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effect... | Label: No Defaults |
1f2f8c05-11c6-4723-af99-726c7e868934 | Clause:
EXCEPT AS SPECIFICALLY SET FORTH IN ANY OTHER LOAN DOCUMENT: (A) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK; AND (B) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF,... | Label: Governing Laws |
462c0595-ff39-409a-9584-25b5f21a15d4 | Clause:
The parties to this Agreement do and shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, including attorneys’ fees and costs, which it may incur or with ... | Label: Indemnity |
a85cbfcf-2412-4d72-99f6-b2c03041238b | Clause:
This Amendment may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same Amendment when each party has signed one of the counterparts. This Amendment may be delivered to the Escrow Agent and the other party by facsimile o... | Label: Counterparts |
f1baa96c-2e56-4ecc-9220-33db12d02c75 | Clause:
No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
Task: Classify this clause into ONE... | Label: No Waivers |
c6aa7dda-d499-412a-992d-be2b424781bb | Clause:
On each Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, (a) Shares of Common Stock at the P... | Label: Closings |
70797fa0-2504-4070-81a9-5b2ab1ffb1bc | Clause:
This Agreement may only be amended if such amendment is confirmed in writing by both parties.
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, Authorizatio... | Label: Amendments |
39eded79-14df-40c5-bd2b-b7501c7d32ae | Clause:
Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Seller hereby agrees to sell the number of Shares set forth next to such Seller’s name on Exhibit A, and each Purchaser hereby agrees to purchase such Shares from the Sellers, in the amounts set forth next to each Pur... | Label: Sales |
237432b3-eeb0-4491-86de-d242e5afe27e | Clause:
As used in this Agreement, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Unless otherwise specifically defined herein, each term defined in the Credit Agreement, as amended hereby, and used herein without definition shall have ... | Label: Defined Terms |
73cabbd7-0fb2-4e23-8af2-bb1fdc232745 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS). EACH BORROWER HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDIC... | Label: Submission To Jurisdiction |
d5e26a7d-1e83-453f-bd1b-a96ce6276279 | Clause:
Sections 1 (Definitions), 5.1(f) (Audit), 5.5 (Product Recalls), 6 (IP Ownership), 7 (Representations and Warranties), 8 (Oculus Limited Warranty; Limitation on Liability), 9 (Indemnification), 10 (Confidential Information), 11.2(b), (c), (d) (Termination), 11.3 (Effect of Termination), and 12 (Miscellaneous) s... | Label: Survival |
29ed731f-d037-4f05-beb1-5388ea29d5fa | Clause:
EACH OF COUNTERPARTY AND Dealer HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSA... | Label: Waiver Of Jury Trials |
10471a1c-aacf-4f1c-a196-31f76d0bf226 | Clause:
In the event that any provision of Sections 12 or 13 is found to be illegal or unenforceable, such provision shall be severed or modified only to the extent necessary to make it enforceable, and as so severed or modified, the remainder of those sections shall remain in full force and effect.
Task: Classify thi... | Label: Enforcements |
eb76a6f9-f3ad-40e8-828d-b25fe9d6898c | Clause:
All agreements, representations and warranties made herein and in every other Financing Document shall survive the execution and delivery of this Agreement and the other Financing Documents, but shall not survive any termination of this Agreement unless such agreements, representations and/or warranties express... | Label: Survival |
e5a7eab5-9875-4e77-8a56-4deb4fb6be13 | Clause:
This Agreement has been duly authorized, executed and delivered by Seller and constitutes a legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency and credi... | Label: Enforceability |
1a803587-e5ad-43cf-95b9-b8456069bd5f | Clause:
For all purposes of this Notice, all communications required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five business days after having been mailed by... | Label: Notices |
9a6bf7df-36d4-4a9f-b35c-923177a601ff | Clause:
The Repurchase Documents and all Transactions shall be binding on and shall inure to the benefit of the Parties and their successors and permitted assigns. All of Sellers’ representations, warranties, agreements and indemnities in the Repurchase Documents shall survive the termination of the Repurchase Document... | Label: Survival |
74f417da-3bbd-474e-adec-df3e20428dd5 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements fo... | Label: Amendments |
a383b40d-65af-4606-ae58-d277a7b25034 | Clause:
Notwithstanding anything to the contrary in this Agreement, following the filing of the Bankruptcy Cases and unless and until there is an order of the Bankruptcy Court providing that the giving of notice under and/or termination of this Agreement in accordance with its terms is not prohibited by the automatic s... | Label: Terminations |
1d293c5f-c017-4564-ae2d-015d72d0365e | Clause:
Executive agrees to cooperate with the Related Parties, with no compensation beyond compensation to which he is otherwise entitled pursuant to this Agreement, in any litigation or administrative proceedings involving any matters with which Executive was involved during Executive’s employment with the Company. T... | Label: Cooperation |
e2d426a8-9629-4d8a-b1c3-224e8ba3f48c | Clause:
The following language shall be added at the end of Section 2: In accordance with the foregoing, the Company has notified Executive that, upon the Closing, the Company does not intend to renew or extend the Agreement. Executive’s Termination Date, and the date upon which he shall separate from the Company’s ser... | Label: Terms |
626418ec-9d88-4cc1-916a-98a5fab566c7 | Clause:
Grantor and Secured Parties shall execute and deliver, or cause to be executed and delivered, from time to time hereafter, upon request, all such further documents and instruments and shall do and perform all such acts as may be reasonably necessary to give full effect to the intent of this Agreement.
Task: Cl... | Label: Miscellaneous |
c18dbb93-59c2-4862-a675-8e710dbf0f84 | Clause:
Except as otherwise permitted under Section 6.07 , Holdings and the Top Borrower will, and the Top Borrower will cause each of its Restricted Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights, franchises, licenses and permits material to its business except, o... | Label: Existence |
23c578a1-2136-43e6-96db-21607292bc22 | Clause:
Notwithstanding anything to the contrary in Section 29 of the Lease, Landlord agrees not to unreasonably withhold its consent to a sublease by Tenant of the Expansion Premises to the Existing Tenant, and Landlord agrees that no amount of rent paid by Existing Tenant under any such sublease which is in excess of... | Label: Assignments |
c55e60e6-13e4-433e-9990-33ce2df9a02a | Clause:
Each of the Lenders hereby irrevocably appoints U.S. Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms... | Label: Authority |
0b5fb693-9e6b-41cb-8e0e-7cfa783a512c | Clause:
This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Subscriber. No waiver of any provision this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall be deemed... | Label: Amendments |
c55135e9-14e4-4712-8745-24f2cc7d5880 | Clause:
This Option and the offer, issuance and delivery of securities under this Agreement are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to federal and state securities laws) and to such approvals by any listing, regulatory or governmental author... | Label: Compliance With Laws |
6e2c4075-bb23-431b-a856-cc1d4e58dbca | Clause:
Notwithstanding any other provision of this Agreement to the contrary, all determinations and redeterminations and adjustments by the Administrative Agent (and any determinations and decisions by each of the Revolving Credit Lenders or the Required Revolving Credit Lenders in connection therewith, or in connect... | Label: Adjustments |
9a0cd40f-e898-4b85-aa35-50f075054fce | Clause:
Whenever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not render invalid or unenforceable any o... | Label: Severability |
a9f7d2b2-687a-4284-9474-d2c1663db6e8 | Clause:
Participant’s rights in respect of the Award are conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Consents |
61b4b65f-b086-4c84-9705-e46fc53b19a1 | Clause:
The Plan, this Agreement (including all exhibits and appendices hereto) and any valid deferral election made pursuant to Section 1.4(c) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject ... | Label: Entire Agreements |
db3c7a84-6c60-4eb3-85ee-79ec14daefc4 | Clause:
EACH OF LESSOR AND LESSEE ACKNOWLEDGES THAT IT HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY UNDER THE LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA. EACH OF LESSOR AND LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTI... | Label: Waiver Of Jury Trials |
a74ff1be-251a-4c9f-912b-f43d65291711 | Clause:
This Agreement, the First Lien Documents, the Second Lien Documents and the Third Lien Documents represent the entire agreement of the Grantors, the First Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Party with respect to the subject matter hereof and thereof, and supercede a... | Label: Integration |
0c2dc96a-bb53-4e02-8ddc-a3cfbd08865e | Clause:
Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Plan, except where the failure to so ... | Label: Erisa |
9749490f-cfad-4120-bcf1-e41dd3c69a45 | Clause:
This Agreement shall become effective on such date (the “ Effective Date ”) when the conditions set forth in this Section have been satisfied.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Effective Dates |
c92e2342-879b-4973-952c-9e9e44c20049 | Clause:
The provisions of this Section 5.8 shall survive the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bindi... | Label: Survival |
69ab52b7-7ec7-4ad9-af0f-feffd6954edb | Clause:
To the knowledge of the Company, (i) each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employee... | Label: Erisa |
a80bcbe5-b6c9-4014-8798-a68b22519a26 | Clause:
All terms and provisions of the Original Agreement not otherwise specifically addressed by this Amendment, including, without limitation, the indemnification provisions thereof, shall be construed and interpreted in a manner consistent with the transaction being a sale of Assets and assumption of Assumed Contra... | Label: Construction |
5d3c3e40-0f19-4274-9df2-852ff978828d | Clause:
Except as disclosed in Section 2.9 of the Disclosure Schedule, the Seller is operating and has operated the Purchased Assets within the last two (2) years in compliance in all material respects with applicable Laws and Orders. Except as set forth in Section 2.9 of the Disclosure Schedule, the Seller has not, at... | Label: Compliance With Laws |
6f10d2a6-e9f4-4da9-9fee-f1a8a38bb7b2 | Clause:
The provisions of Section 7 shall survive any termination of your employment.
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,... | Label: Survival |
a6c02d9c-679e-452a-bcfe-4cbb93e398de | Clause:
The terms and provisions of the Existing Agreement shall be amended and restated in their entirety by the terms and provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Amendments |
d7902447-67eb-40bc-8466-76bd514bfd40 | Clause:
The Executive shall report to the Board of Directors of the Company (the “ Board ”). Subject to the oversight of the Board, the Executive shall have responsibility for (i) the exercise of the executive authority of the Company, including general and active management of the business of the Company and effectua... | Label: Duties |
48df61ed-13b7-4d0e-99d9-bcb71257976a | Clause:
(a) Without intending to duplicate the obligations of the Guarantors under Section 2.1 , if and to the extent that the Company is required to pay or reimburse the Guaranteed Parties (or any of them), for various costs and expenses contemplated by Section 10.5 of the Credit Agreement, or to indemnify the Indemni... | Label: Indemnifications |
884ec162-3127-4e63-9f8a-4c564b0b097c | Clause:
Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by private arbitration before a single arbitrator pursuant to the procedures set forth herein. In selecting a single arbitrator, in th... | Label: Arbitration |
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