id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
4845cc01-648d-4d70-90e9-1c3f30606188 | Clause:
This Amendment will be governed by and construed in accordance with the law governing the Confirmation.
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, Au... | Label: Governing Laws |
4a264ff6-aef7-433c-81db-0b2cfb5445e7 | Clause:
Since its most recently filed period report under the Exchange Act, the Company has not issued any capital stock. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set... | Label: Capitalization |
5be70c00-8558-44ea-8e31-52bfcddf2e40 | Clause:
No waiver, express or implied, by any Member of any obligation of, or any breach or default by any other Member in the performance by the other Member of its obligations, hereunder shall be (a) binding or enforceable except to the extent (if any) set out in a writing signed by the Member sought to be charged th... | Label: No Waivers |
27aae4b3-9a2a-4f15-b033-0061e33d635c | Clause:
Except as otherwise provided in this Section, the outstanding principal balance of the Loans and all other Obligations shall be repaid on or before the Maturity Date. The principal amount of the Loans outstanding from time to time shall bear interest at the Interest Rate, and be subject to payment of the Premi... | Label: Payments |
80dbee9e-5319-492c-a1de-d81b994f6180 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMED... | Label: Governing Laws |
d3ffaed4-319e-4a72-b8b3-adca047f09e3 | Clause:
The Second Party shall acknowledge and agree that in entering into the Agreement, he does not rely on and shall have no remedy in respect of any statement, representation or warranty given by any person (including as to condition, quality and fitness for purpose).
Task: Classify this clause into ONE of these t... | Label: Remedies |
07a2cce6-bf51-4017-b1f9-d158c5b5da3e | Clause:
All reasonable and necessary expenses incurred by Employee in the course of the performance of Employee’s duties to the CyrusOne Group shall be reimbursable in accordance with Employer’s then current travel and expense policies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Expenses |
62583a31-bf95-42cb-953b-2f64d88dccc8 | Clause:
There are no proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser which (i) seek to restrain or enjoin the consummation of the Agreement or the transactions contemplated hereby or (ii) could reasonably be expected to have a material adverse effect on the Purchaser or its a... | Label: Litigations |
6772328c-5a87-40b1-9dec-9df6e9864498 | Clause:
From and after the date hereof and so long as any Notes remain outstanding, the Company shall continue to engage in business of the same general type as conducted by the Company on the Effective Date, and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to... | Label: Compliance With Laws |
6060fdcf-86e2-46c4-8fb1-273d30c707bd | Clause:
The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs, and successors and permitted transferees of the Grantee.
Task: Classify this clause into ONE of these types (exac... | Label: Successors |
5ae90668-7ab6-4a06-8a8d-72b76aac616a | Clause:
Each Dividend Equivalent (i) shall become payable if and when the RSU to which such Dividend Equivalent relates becomes Fully Vested, and (ii) shall be paid in cash, unless otherwise determined by the Committee, at the time of settlement of the underlying RSU in an amount equal to the total dividends per Share ... | Label: Payments |
8669489a-873f-4d7b-9d23-ee7cb3a3eb0a | Clause:
The Borrowers shall use the Letters of Credit and the proceeds of Loans and other credit extensions made under this Agreement only to finance the working capital needs, and for general corporate purposes (including refinancing of existing Indebtedness, acquisitions and other investments), of the Parent Entity a... | Label: Use Of Proceeds |
e71d6194-0aa5-4300-a2b0-8eb1ae33ae5c | Clause:
In the event that any provision of this Agreement shall be held to be void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and effect. If the release of claims language set forth in Paragraph 4 is found by a court of competent jurisdiction to be, in whole or in part, unenfo... | Label: Severability |
7c64a500-7eb4-49c0-9d11-ce7248e759d2 | Clause:
The Plan shall be construed and its provisions enforced and administered in accordance with ERISA. To the extent, if any, that state laws are not preempted and they apply, the Plan shall be construed and administered under the laws of the State of Georgia without regard to conflicts of law principles.
Task: Cl... | Label: Governing Laws |
1e34cbb0-54b0-4d06-8e6f-b26d4f9b3acf | Clause:
Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower, Operating Lessee or any Guarantor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Adjustments |
fdcd7eab-23b3-4c87-a9c3-7ce00455e9dc | Clause:
All of your Short-Term Restricted Shares are Vested. When a Restricted Share is Vested, it means only that your continued active Employment is not required for that portion of Restricted Shares to become fully transferrable without risk of forfeiture. Vesting does not mean you have a non-forfeitable right to th... | Label: Vesting |
310ea21e-0fc9-40a8-99c8-a4c956a89aea | Clause:
Any notice required to be given or delivered to the Secretary of the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate office at 436 Seventh Avenue, Pittsburgh, PA 15219. Except to the extent electronic notice is expressly authorized h... | Label: Notices |
338e5085-7c68-4019-84b6-a9e36aa2622a | Clause:
Schedule 4 hereto sets forth a true, correct and complete list of all employee benefit plans, programs, policies and arrangements, whether written or unwritten (the “ Company Plans ”), that the Company, any subsidiary or any other corporation or business which is now or at the relevant time was a member of a co... | Label: Erisa |
8dd34941-6507-4d8c-989a-0d0442d9d09a | Clause:
If any term or other provision of this Assignment is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Assignment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions conte... | Label: Severability |
3f0cdde1-ec26-4099-9442-fd21d6969727 | Clause:
Buyer shall have the right to approve, before issuance, any press release or any other public statement with respect to the transactions contemplated hereby made by the Company; provided, however, that the Company shall be entitled, without the prior approval of Buyer, to issue any press release or other public... | Label: Publicity |
0eaa1556-c9e5-42df-933e-83a7c347cd40 | Clause:
(a) Except as disclosed on Schedule 3.06 , there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Company, threatened against or affecting the Company or any of the Subsidiaries (i) as to which there is a reasonable possibilit... | Label: Litigations |
13b2e0e4-4376-41c1-b23f-53194ae2b223 | Clause:
No failure or delay on the part of an Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and an Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial... | Label: No Waivers |
67d47d90-4b75-4b01-8c93-87dac70d3ca0 | Clause:
Each of DEAC and the DEAC Controlling Shareholder has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by DEAC and the DEAC Controlling Shareholder, a... | Label: Authorizations |
850ef606-c750-4821-9790-0c3fcb6c2821 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws thereof or any other State. Any action brought by any party against any other party hereto concerning the transactions contemplated by this Agreement shall be... | Label: Governing Laws |
ab84ce7d-3352-47ba-9936-68430678ba8c | Clause:
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Severability |
d942def4-3c58-4fbc-b971-862b51b4a400 | Clause:
Except for J. Jeffrey Brausch & Company, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any Ancillary Document based upon arrangements made by or on behalf of Parent or Merger Sub.
Ta... | Label: Brokers |
bb306176-2b96-4dc8-a073-794d1e9a38ac | Clause:
Prior to the Closing and after any termination of this Agreement, Buyer shall hold, and shall cause its Affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, all Confidential Information made available to Buyer or any of its Affiliates, office... | Label: Confidentiality |
a67e748e-39b4-44f7-a4f2-5cad5384eb18 | Clause:
For all of the services rendered by Executive hereunder, the Company shall pay Executive a base salary (“ Base Salary ”), which shall be at the annual rate of Three Hundred Ninety Eight Thousand Six Hundred Dollars ($398,600) beginning as of the Effective Date, payable in installments at such times as the Compa... | Label: Base Salary |
de8cb806-248f-49e8-8fd2-81e5ce47ad4c | Clause:
Effective as of the Effective Date, the Administrative Agent and the Lenders hereby waive any Default or Event of Default arising out of the Credit Parties’ failure to notify the Administrative Agent and the Lenders of Borrower opening deposit account number xxxxxxxx8405 at Key Bank, N.A. (“New Deposit Account”... | Label: Waivers |
91cbfb1a-ce05-417d-a81c-6e6dbad6bc08 | Clause:
Mortgagor agrees to pay before delinquency all taxes and special assessments of any kind that have been or may be levied or assessed against the Property, this instrument, the Note or the Indebtedness, or upon the interest of Mortgagee in the Property, this instrument, the Note or the Indebtedness, and to procu... | Label: Taxes |
bfa49aba-0750-4660-8559-cc9ad4848c0d | Clause:
Capitalized terms defined in the Loan Agreement and not defined herein are used herein (including in the Recitals hereto) with the meanings so defined.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Definitions |
8cb23082-1fd5-43e1-92ed-1149ad4c1de9 | Clause:
This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to its conflict of laws rules. The parties irrevocably submit to the exclusive jurisdiction of the federal or state courts situated in Davidson County, Tennessee with respect to any dispute a... | Label: Governing Laws |
8a32629d-2f42-4c4d-8c5a-d4a5e67e3dcb | Clause:
Payment of interest and principal hereunder shall be made at the business address of the holder hereof. If the payments to be made by the Company shall be stated to be due on a date which is not a business day, such payment may be made on the next succeeding business day, and the interest payment on each such d... | Label: Payments |
417d389c-203c-4b4c-bafd-e9b8f9000710 | Clause:
Each Lot Owner shall pay when due the real estate taxes, assessments and other like charges which may be levied, assessed or charged against its Lot, or any part thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Taxes |
efb06782-2dda-45cc-b68e-2f563da597c3 | Clause:
In order to receive payment of the amounts under Paragraph 2.a(i), (ii), (iv) and (vii), you shall execute and deliver to the Corporation a General Release which shall contain the provisions set forth in Exhibit A to this Agreement and which shall otherwise be in a form reasonably acceptable to you and the Corp... | Label: Releases |
d4a72f7d-2285-4fc5-9ad8-341e61af39da | Clause:
In the event of the death of a Participant while the Participant holds outstanding Options to purchase shares of Stock under the Plan, the legal representatives of such Participant’s estate (or, if the Administrator permits a beneficiary designation, the beneficiary or beneficiaries most recently designated by ... | Label: Death |
5e26e79f-45cd-48f4-b776-423ef48143f8 | Clause:
(a) Wherever pursuant to this Agreement (i) Indemnitee exercises any right given to it to approve or disapprove, (ii) any arrangement or term is to be satisfactory to Indemnitee, or (iii) any other decision or determination is to be made by Indemnitee, the decision of Indemnitee to approve or disapprove, all de... | Label: Miscellaneous |
c6b66f93-3d57-4f41-9d38-7c44bb347ca5 | Clause:
This Agreement and the other Transaction Documents to which the parties hereto are a party contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement and understanding between the parties hereto with... | Label: Entire Agreements |
36c07ad8-2161-4926-8d4c-5b0cb11b8d35 | Clause:
Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with this Article 4 shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon o... | Label: Indemnifications |
bb1785e1-7b3f-43ab-b1e5-a65814ea79f1 | Clause:
All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postage-paid, and registered or certified with return receipt requested or by deliv... | Label: Notices |
73675dea-09e0-41f9-a75f-5d22778fa8c3 | Clause:
Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given shall be in writing addressed to the respective party as set forth below and shall be given only by, and shall be deemed to have been received upon: (a) registered or certified mail, return receipt... | Label: Notices |
521f15a4-a96e-4033-a92d-d8387db93693 | Clause:
To the fullest extent permitted by applicable law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Admin... | Label: Amendments |
c09e30c4-83c5-4c6d-8fdc-95ac680425ce | Clause:
Per the terms of the Assignment of Debt Agreement and this Assignment Agreement, the $229,680 being paid by Assignee to Assignor will occur upon full execution of the documents by all parties (the “Closing”). It is understood and agreed that the Share Reserve and the rights and obligations associated with the T... | Label: Closings |
71e4da06-d56f-4943-b1a6-9113509d403e | Clause:
Each Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of the ... | Label: Authorizations |
14645836-e469-43fb-88f6-1b229ec18afc | Clause:
Each Option granted to a Non-Employee Director shall vest and become exercisable with respect to fifty percent (50%) of the shares of Common Stock subject thereto on the date of grant thereof and fifty percent (50%) of the shares of Common Stock subject thereto on the first anniversary of the date of grant ther... | Label: Vesting |
5cd6eeb8-77a8-4825-b7e1-2d66d1670541 | Clause:
After giving effect to the transactions contemplated by this Agreement and before and immediately after giving effect to each Loan to be made hereunder, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Solvency |
6c55ce1e-5cc6-4171-95f5-3f47e28cfadd | Clause:
Between the date of this Agreement and the earlier of the Closing Date or the termination of this Agreement, each Party shall use commercially reasonable efforts to provide the other Parties or other Persons with required notices, to make required filings and to obtain any authorizations, consents or approvals ... | Label: Cooperation |
6f8b4bc8-012e-437d-bbce-1d3168db24d0 | Clause:
Each of the Company and the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for whi... | Label: Taxes |
c9cfa0c8-ddf0-4490-962b-7eb477496ec6 | Clause:
Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements unde... | Label: Compliance With Laws |
3779ba0e-f41a-4ecb-aee6-c79d1fa3da8c | Clause:
(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that (i) interest computed by reference to ABR at times when ABR is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and ... | Label: Fees |
66559047-579b-40e5-ae01-706f0e30e666 | Clause:
No modification, alteration or amendment of this Agreement shall be binding upon the Parties unless contained in a writing signed by a duly authorized agent for each respective Party and specifically referring hereto or thereto, as the case may be.
Task: Classify this clause into ONE of these types (exactly on... | Label: Amendments |
96f32618-68e0-4feb-b7f0-1290df0f9228 | Clause:
The failure of either party to insist on strict performance of any covenant or condition hereof, or to exercise any option contained herein, shall not be construed as a waiver of such covenant, condition or option in any other instance.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: No Waivers |
2766b431-3141-4d89-aa76-b1a470383224 | Clause:
The closing of the transaction contemplated hereby (the “ Closing ”) shall be held on the Closing Date by mail, or at the offices of Buyers or their counsel or at such other location as mutually agreed to by the parties. At the Closing, Seller shall execute and deliver, or cause to be executed and delivered, th... | Label: Closings |
ade4df3d-0213-48b7-ad31-e93d3da0cb7c | Clause:
If a Lender becomes a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, except as set forth in the last sentence hereof, such Defaulting Lender’s right to part... | Label: Consents |
cce5463f-a31a-44fb-8fec-279da7fc49c5 | Clause:
Except as expressly provided in this Agreement, if the Participant has not been continuously and actively employed with a member of the Mondelēz Group that employs the Participant (the “ Employer ”), from the date of the Notice through the last date of the Performance Cycle or if the Participant is not an emplo... | Label: Forfeitures |
e75d9e22-06b0-4d07-a9fa-8d4b529babb3 | Clause:
The date and time of the Closing (the “ Closing Date ”) shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and the Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 be... | Label: Closings |
0f819cf1-c3f6-4f31-aeb0-0c672adf42d0 | Clause:
Tenant shall reimburse Landlord for Landlord’s reasonable costs and expenses incurred in conjunction with the processing and documentation of any assignment or subletting, including reasonable attorneys’, architects’, engineers’ or other consultants’ fees whether or not such sublease or assignment agreement is ... | Label: Costs |
fe1648a3-6ac6-4855-be76-cfd56713c52b | Clause:
This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Counterparts |
e663baba-0168-4201-b59d-7fea189e4e3a | Clause:
Upon the occurrence of any Event of Default specified in Section 9(e) above, the principal amount of this Note together with any interest thereon, all fees and all other Obligations (including the Prepayment Premium) shall become immediately and automatically due and payable, without presentment, demand, notice... | Label: Remedies |
fae4603d-d51a-4e1a-a1bd-6d0cdbf66f67 | Clause:
The Company and its subsidiary 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 necessary or required for use in connection with... | Label: Intellectual Property |
1fe22f9a-2626-4c85-86f8-94502f71517d | Clause:
Words of any gender used in this Agreement shall be held and construed to and include any other gender, and words singular shall be held to include the plural, unless the context otherwise requires. The captions or headings used in this Agreement are inserted and included solely for convenience and shall never ... | Label: Interpretations |
eb42348c-cfde-4611-8ac6-82238b7dce34 | Clause:
The Company shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby. At the Closing, the Company will reimburse the Purchasers for their costs incurred in connection with this Agreement and the transactions contemplated hereby, by deduction from the Closing proceeds... | Label: Expenses |
ef7dee7b-e239-43d2-87de-842458041403 | Clause:
To the maximum extent permitted by applicable law, and subject to Section 6, Executive agrees that, now and in the future, Executive will not make, publish, or communicate to any person or entity any defamatory or disparaging statements regarding Releasees (as defined in Section 8). Executive understands that b... | Label: Non-Disparagement |
4e5a9c21-cd7c-434a-ab1c-89d618eace99 | Clause:
No event or circumstance has occurred or exists that constitutes a Default or Event of Default. Neither Parent nor any of its Subsidiaries is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract.... | Label: No Defaults |
88d14e27-75f4-418d-af34-f5decede375d | Clause:
THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDI... | Label: Waiver Of Jury Trials |
16a2d267-4095-4331-a863-1da5dd8aa6d9 | Clause:
Effective as of the Cancellation Date, the Optionholder, for the Optionholder and the Optionholder’s successors and assigns forever, does hereby unconditionally and irrevocably compromise, settle, remise, acquit and fully and forever release and discharge the Company and its respective successors, assigns, pare... | Label: Releases |
bb65ac07-e951-4617-b3b4-d35e51148fd6 | Clause:
The Executive shall be eligible to participate in such health and welfare benefit plans (including the Executive’s eligible dependents) and any qualified and non-qualified retirement plans of DeVry Group as may be in effect from time to time; provided , however , that participation shall be subject to all of th... | Label: Benefits |
7b7cbddc-b02f-487e-984b-7291812847d0 | Clause:
This Amendment will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Governing Laws |
e912b6d4-0016-4ab1-b5cc-e6b79000a2ee | Clause:
The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Loan Agreement and the other Loan Documents in the amount and Pro Rata Share specified in Item 2 of Schedule 1 of all outs... | Label: Assignments |
3e181571-d095-4933-94fd-9dde34cdc438 | Clause:
(a) The Employee timely shall pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other with holding taxes (the “Required Tax Payments”) with respect to the Award. If the Employee shall ... | Label: Tax Withholdings |
058f2a80-606b-4453-89aa-4fa4667654a0 | Clause:
The Loan Parties and each of their Subsidiaries and the Securitization Entities (a) have filed all United States federal, state and other material tax returns and reports required to be filed, and (b) have paid all United States federal, state and other material taxes, assessments, fees and other governmental c... | Label: Taxes |
931d5e3e-b7ec-47f1-b6f9-b65a4c343328 | Clause:
As soon as reasonably possible after the Closing, but in no event later than 90 days after such Closing, Buyer shall remove the names of Seller and its Affiliates, including “Stone” and all variations thereof, from the Assets. Promptly after Closing, Buyer shall make all requisite filings with, and provide the ... | Label: Notices |
2b4685cc-02a9-4724-8d1e-f56607155d95 | Clause:
The validity, construction and interpretation of this Agreement and the rights and duties of the Parties hereto shall be governed by the laws of the state of Texas without regard to its conflict of law rules. The Parties agree to venue and jurisdiction in the state and federal courts located in Texas .
Task: C... | Label: Governing Laws |
952211c8-7b13-4cc1-9cce-adef7ad6b85c | Clause:
The Loan Parties shall use the proceeds of the Loans for (a) the payment of transaction fees and expenses in connection with the entry into this Agreement, (b) payment of gas purchase, transportation and storage expenses (including to meet credit support requirements under gas purchase, transportation or storag... | Label: Use Of Proceeds |
8ca28bee-2ea1-483d-a5cd-957baf3cb356 | Clause:
This Term Credit Agreement, including the Schedules and Exhibits 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, Authorizations, Base Salary, Bene... | Label: Agreements |
7740787c-809c-45eb-933f-a4b5477b9ba1 | Clause:
This Plan and all determinations made and actions taken pursuant to this Plan shall be governed by the laws of the State of New York without giving effect to the conflict of laws principles thereof. This Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.
Task... | Label: Governing Laws |
9946ea6a-373e-4cb1-a038-e66400f5fb00 | Clause:
Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “ Employer ”) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participa... | Label: Withholdings |
3c3b4080-335d-4e76-8153-8df4d24c82df | Clause:
This Release constitutes the entire agreement between the parties concerning the subject matter herein and supersedes any and all other written or oral promises or representations about its subject matter. This Release can only be amended, in writing, signed by Employee and Employer. No promise or inducement ha... | Label: Entire Agreements |
d5a6ee8b-c32a-49bd-b217-5d44b40c6740 | Clause:
Seller and Buyer acknowledge that each party and its counsel have reviewed and revised this Agreement and that the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any document executed and delivere... | Label: Construction |
0ddcb1c2-31fa-4990-994c-b7cf79b85af3 | Clause:
Section 1 of this Amendment shall become effective on the date (such date, if any, the “ Amendment No. 3 Effective Date ”) that this Amendment is executed by the Administrative Agent, Holdings and the Borrower.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Effectiveness |
fd2e84eb-30f9-4b3d-936c-582c70cafb69 | Clause:
Each of the Company and the Investors shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution, and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to attorneys’ fees incurred in connection with the negotiation ... | Label: Expenses |
75333ab8-ee3f-4e50-8e52-c6ac5217c0ab | Clause:
Except as required by law or as otherwise becomes public, Indemnitee agrees to keep confidential any information that arises in connection with this Agreement, including but not limited to claims for indemnification or the advance payment or reimbursement of Expenses, amounts paid or payable under this Agreemen... | Label: Confidentiality |
c999ac47-86c2-485f-9810-850f858c69fe | Clause:
The RSUs will vest one- third each anniversary of the award date at which time the value will be paid in cash.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Vesting |
0b40c73d-9d7b-47c9-97a4-3d336dd7a7db | Clause:
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each... | Label: Warranties |
3bd1af03-4293-4705-9649-cde6f05cc7f7 | Clause:
You shall participate in all CBS vacation, medical, dental, life insurance, long-term disability insurance, retirement, long-term incentive and other benefit plans and programs applicable generally to other senior executives of CBS and its subsidiaries as CBS may have or establish from time to time and in which... | Label: Benefits |
77d821dc-f4c1-4653-877e-a808aa893f88 | Clause:
The Participant shall at all times be 100% vested in his Deferral Contribution Account. As of December 31, 2007, each Participant shall be 100% vested in the balance of his “Contingent Earnings Account” under the First Amendment and Restatement, which such Contingent Earnings Account shall then be combined with... | Label: Vesting |
f221c727-5935-414c-bb73-00311583a7b4 | Clause:
There are no actions, suits, proceedings or investigations pending against the Company or its properties, nor has the Company received notice of any threat thereof, and the Company is not a party or to its knowledge subject to the provisions of any order, writ, injunction, judgment or decree of any court or gov... | Label: Litigations |
fc3af9ee-3e8e-4327-a76a-9c366f75a8a6 | Clause:
The capitalization of the Company immediately prior to Closing is, in all material respects, as set forth in the SEC Reports. Except as provided on Schedule 3.1(g) , or the SEC Reports, no Person has (i) any right of first refusal, preemptive right, right of participation, or any similar right to participate in... | Label: Capitalization |
81df788d-3fc0-4c72-846e-29d282ad30fc | Clause:
Borrower will, at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Lender may reasonably request in order to: (i) perfect and protect the security interest of the Lender created hereby; (ii) enable the Lender ... | Label: Further Assurances |
26b75558-0b09-487c-9818-50f5b560396f | Clause:
To the actual knowledge of Borrower, upon completion of the Work in accordance with the Plans and Specifications, the Project and the use, occupancy and operation thereof for their intended purposes will not violate any Applicable Laws, any contractual arrangements with third parties, or any covenants, conditio... | Label: Compliance With Laws |
57897d70-ca4b-41b8-a268-d158010b9073 | Clause:
Except as expressly provided in this Agreement, this Agreement: (i) supersedes all other understandings and agreements, oral or written, between the parties with respect to the subject matter of this Agreement; and (ii) constitutes the sole agreement between the parties with respect to this subject matter. Each... | Label: Entire Agreements |
d4d29881-0e97-47b2-b411-7f6f86acf9c6 | Clause:
Register ”) on which it shall record each participation. The Participation Register will include the names and addresses of Buyer (including all participants) and the percentage or portion of such rights and obligations participated. The entries in the Participation Register will be conclusive absent manifest ... | Label: Participations |
0bcee1ce-74b3-49a0-9919-ae5cf6c37e01 | Clause:
This Agreement, including Schedule 1 hereto, and the Plan contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations between the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Entire Agreements |
51792fa1-bcef-4264-b77a-d96813cc0146 | Clause:
EACH OF THE PARTIES WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF D... | Label: Waiver Of Jury Trials |
df97e757-33db-4b01-af92-883da4f98821 | Clause:
Notwithstanding anything to the contrary set forth in this Agreement, to the fullest extent permitted by law, the General Partner (which for the purposes of this Section 7.8 shall include the directors, trustees and officers of the General Partner) shall not be liable or accountable for monetary or other damage... | Label: General |
c9016379-2e49-41b7-bb76-b51d1f0d26a1 | Clause:
The Partnership will pay all reasonable Registration Expenses, as determined in good faith, in connection with a shelf Registration, whether or not any sale is made pursuant to such shelf Registration. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Re... | Label: Expenses |
3d306963-60fe-45bd-bfde-08e063140747 | Clause:
The term of this Sublease commences on the date hereof and shall expire simultaneously with the expiration or sooner termination of the term of the Lease with respect to the Subleased Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Terms |
e928ed49-6178-4c5a-9f06-1de1a165a2c9 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement (and each amendment, modification and waiver in... | Label: Counterparts |
21bcd23c-f9e5-4747-a1ae-4c0e6c056e84 | Clause:
This Plan is only for the benefit of Participants, and no other employees, personnel, consultants or independent contractors shall be eligible to participate in this Plan or to receive any rights or benefits hereunder. Participants are those employees (including new hires) designated by the Compensation Committ... | Label: Participations |
3ee2a561-2309-4793-ae3b-311786ca163c | Clause:
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Connecticut without regard to its conflicts of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Governing Laws |
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