id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f9e57815-0d79-478b-a013-9c5e34a9a41c | Clause:
Unless required or protected by law, or pursuant to a lawfully issued subpoena, Employee may not and will not disclose to nor discuss with any person other than Employee’s spouse, accountant, or attorney(s), any person any information regarding the circumstances leading up to and surrounding this Agreement or t... | Label: Confidentiality |
060e9faa-f1e9-438f-bf9d-8975994269b6 | Clause:
The Company and its subsidiaries are in compliance in all material respects with all presently applicable provisions of ERISA. No “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company or any of its subsidiaries would have any liabili... | Label: Erisa |
68696826-5b85-46d5-a668-1a6c20363d49 | Clause:
All claims, disputes and other matters in controversy (a “ Dispute ”) regarding any matter set forth in this Agreement shall be resolved exclusively according to the procedures set forth in this Section 11.10.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Arbitration |
2c415500-bef9-4640-af2f-019cb831bdb7 | Clause:
Each of the Borrower and each Guarantor may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Lead Arranger, the Co-Lead Arranger, the Issuing Lender, the Swing... | Label: Releases |
0ba8b35e-72c4-40f8-a780-8d5e5f47da3b | Clause:
This Agreement and the rights hereunder are personal in nature and may not be assigned by Executive without the prior written consent of the Company. In addition, any payment owed to Executive hereunder after the date of Executive’s death shall be paid to Executive’s estate. Subject to the preceding provisions ... | Label: Assignments |
06b3b28c-3c87-4975-8653-8d810d789e9f | Clause:
Sell, transfer or otherwise dispose of any Equity Interests of any Subsidiary of such Loan Party.
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, Authoriz... | Label: Subsidiaries |
2fae32c1-49e8-410b-9d49-370b29721dc1 | Clause:
Each Award and Award Agreement shall be governed under the laws of the State of Delaware without regard to the principles of conflicts of laws. The United States District Court for the District of Kansas (Kansas City, Kansas) shall be the exclusive jurisdiction for resolving any dispute relating to an Award und... | Label: Governing Laws |
7ed8e16b-326e-4fa9-b938-05db07b68da0 | Clause:
This Agreement may be executed in any number of counterparts with the same effect as if the parties had all signed the same document. All counterparts shall be construed together and shall constitute one agreement. This Agreement, to the extent executed and delivered by means of a photographic, photostatic, fa... | Label: Counterparts |
2743028f-06d3-41fb-b111-f1be796539bd | Clause:
Borrower has furnished to the Lenders on or prior to the Closing Date a copy of the Form 10-K of Borrower and its Subsidiaries for the period ended November 30, 2015 and a copy of the Form 10-Q of Borrower and its Subsidiaries for the period ended February 29, 2016; it being understood that such financial state... | Label: Financial Statements |
06a5e39c-d2ce-4c39-a27a-ce47dacc17c4 | Clause:
This Amendment No. 5 and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or e-mail of an executed counterpart of a signature page to this Amendment No. ... | Label: Counterparts |
e6c76750-192f-4f7d-9f23-24a7bcb8e307 | Clause:
Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Each Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, l... | Label: Brokers |
48edb3ae-451d-46cc-bd36-3a6ed868749c | Clause:
The Plan, all Cash Incentives granted hereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware without giving effect to principles of conflicts of law.
Task: Classify th... | Label: Governing Laws |
57d56bbc-2a63-425a-9410-a7970349c8b0 | Clause:
Any resale of the Parent Shares during the “distribution compliance period” as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of the Parent Shares in any jurisdiction outside of the United States will be... | Label: Compliance With Laws |
185b3c8d-3a14-4552-8ad8-18a54254d5da | Clause:
Each Credit Party is Solvent.
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 Effects, Books, Brokers, Capi... | Label: Solvency |
06bccae6-35ea-42eb-947f-9ada88d3b3f6 | Clause:
Borrower agrees to pay interest on the Note Amount outstanding from time to time at the rate of _____________ percent (__%) per annum [current rate of interest on mezzanine loan] (“ Base Rate” ) commencing on the date hereof and continuing until the Maturity Date or the repayment in full of the Note, whichever ... | Label: Interests |
67377eac-7e87-4526-af41-d2c2d6bc4ba8 | Clause:
Subject to Section 3, the RSUs granted under the Award shall become vested as follows, subject to the Participant’s continued employment with the Company through the applicable date(s) (each, a “ Vesting Date ”): One-quarter of the Award shall vest on December 14, 2016, one-quarter of the Award shall vest on De... | Label: Vesting |
10843941-3d19-4e21-9366-346be2843f91 | Clause:
During the Term, the Executive shall be entitled to vacation time off and reimbursements for ordinary and necessary travel and entertainment expenses in accordance with the Company’s policies on such matters from time to time in effect. Executive will receive a total of 24 days of paid time off each calendar ye... | Label: Vacations |
5b98c01c-9b40-4bfe-b83a-a81c24c6f1b8 | Clause:
Notwithstanding the foregoing, if Grantee ceases to be a Service Provider during the Performance Period as a result of Grantee’s Disability, Grantee’s Performance Units shall become fully vested at the end of the Performance Period based on the number of Performance Units that would have been actually earned du... | Label: Disability |
ebd2012e-88a1-4ee4-ac2f-84ef589ff82a | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent , the L/C Issuers and the Swing Line Lenders , the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all... | Label: Survival |
803b8d31-a673-4781-a319-5a534d31d869 | Clause:
This Agreement may be executed in any number of counterparts, which may be by facsimile and/or PDF/e-mail, all of which counterparts taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Counterparts |
a3964005-f5c1-4b06-a603-0ae47d016e88 | Clause:
This Agreement may be executed in one or more counterparts (including by PDF or facsimile), each of which shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought... | Label: Counterparts |
51f5b52e-9a6b-4a69-8744-a3e0adb425e7 | Clause:
The Executive’s employment hereunder shall be for a term commencing as of January 13, 2016 and ending as of the earlier of (i) January 13, 2019, or such later date to which the term of this Agreement may be extended pursuant to Section 1.1(a) or (ii) the Termination Date determined in accordance with Section 11... | Label: Terms |
ede9e35c-42c5-4814-8bf3-9863ff601162 | Clause:
This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the... | Label: Assignments |
5fdb046d-92bb-4276-a6ac-549e1a21ee2b | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings ... | Label: Governing Laws |
611320cc-a5e6-4a86-bde5-e035e9c4245d | Clause:
This Agreement may be amended or modified only by a written instrument executed by both the Company and the Director.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns,... | Label: Amendments |
53e96d75-6dfc-47c6-bb7e-46c5038634c4 | Clause:
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY... | Label: Waiver Of Jury Trials |
30d64fff-9b00-4677-8a41-35bc3c9f83ee | Clause:
The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall c... | Label: Counterparts |
c5bddc80-b9a8-456f-8a41-bd439edae12e | Clause:
For purposes of this letter, the terms “ Change of Control ,” “ Cause ,” and “ Good Reason ” shall have the following meanings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Definitions |
a6c3b421-4378-41db-bac3-c37ddd302166 | Clause:
Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated in this Agreement (the “Closing”) shall take place at Szaferman Lakind Blumstein & Blader, P.C. on December 31, 2015 at 10am (the “Closing Date”), or at such time and location to be mutually agreed upon by the pa... | Label: Closings |
fe1041ee-1ce3-4f6f-9194-4f1f45a0b083 | Clause:
SOW N-13 term shall commence on the SOW N-13 Effective Date and terminate on May 23, 2015.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations,... | Label: Terms |
712adf33-39ed-4c37-9aca-64f35b11d6c3 | Clause:
If any term or other provision of this Lease is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all of the other conditions and provisions of this Lease will nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions contemp... | Label: Severability |
d8c6155f-1267-4bfa-822c-735e2b404559 | Clause:
This Third Amendment shall become effective on the date on which each of the Borrower, each of the Guarantors and each of the Specified Lenders shall have executed and delivered a copy hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Effectiveness |
b368f0ec-33c3-4374-a590-78e17a518d19 | Clause:
Provided the Designated Employee’s Release and Covenant as set forth in the Exhibit has been timely executed and the period of revocation has expired, notwithstanding anything to the contrary contained in an applicable equity award agreement, all equity awards held by a terminated Designated Employee shall vest... | Label: Vesting |
06453ffa-6516-4780-9ec9-e57b6af04eac | Clause:
Promptly upon any officer of any Credit Party obtaining knowledge of (i) the occurrence of a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the IRC) with respect to any Plan that would result in the imposition on Parent Borrower or any of its Subsidiaries of a tax o... | Label: Erisa |
a38daf0b-587d-472c-b97c-b94d2fe83694 | Clause:
In order to induce Purchaser to execute and deliver this Amendment, each of the Guarantor, the Servicer and the Seller hereby represents to Purchaser that as of the date hereof, (i) each of the Guarantor, the Servicer and the Seller is in full compliance with all of the terms and conditions of the Program Docum... | Label: Representations |
5e8b8b53-6c87-4cbc-8b63-de8cb8556941 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of New York, without reference to its conflict of laws principles. Subject to Section 12.3, the Parties consent to the exclusive jurisdiction of the state and federal courts of New York in the event that there is a dispute related to ... | Label: Governing Laws |
28b43c1d-a537-4c29-84e8-99355f913b28 | Clause:
Other than inventions of the Company whose patent applications have yet to be filed, Schedule 3(g) to this Agreement sets forth a complete and accurate listing of all of the Company’s patents and patent applications (“ Patents ”). Except as set forth on Schedule 3(g) or as otherwise described in the PPM , the C... | Label: Intellectual Property |
bd51d704-155a-413f-9384-759c61e7b34b | Clause:
Any dispute regarding the interpretation of this Agreement and the Plan shall be resolved by the Committee, which decision shall be final and binding on the parties and their successors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Interpretations |
01ac0363-c2c5-4569-8262-27daa5c0742f | Clause:
Each Seller, the Company and Buyer shall take all reasonable actions necessary to obtain, without the necessity of commencing litigation, and shall cooperate with each other in obtaining, any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private th... | Label: Consents |
357eb036-f9aa-4f4e-abac-dc4a887f4e93 | Clause:
The Joint Lead Arrangers shall have received (a) the audited consolidated balance sheets of the Borrower and related statements of income, equity and cash flows of the Borrower for the three (3) most recently completed fiscal years ended at least 90 days before the Other Debt Refinancing Closing Date and (b) un... | Label: Financial Statements |
3aab73b6-51e6-474b-a9ee-c743bdf8e2d5 | Clause:
No broker, finder, financial advisor or investment banker is entitled to any brokerage, finder’s, financial advisor’s or investment banker’s fee or commission or similar payment in connection with the Transactions based upon arrangements made by and on behalf of Buyer or any of its Affiliates for which Sellers,... | Label: Brokers |
c6b0c96f-4794-4371-9f60-98afcefc7685 | Clause:
The interpretive provisions specified in the Indenture shall be applicable to this Agreement. No failure on the part of the Collateral Agent to provide any Pledgor with any notice expressly required hereunder in connection with the exercise of any right, power or remedy hereunder shall impair the validity of ex... | Label: Interpretations |
e2b4c1a1-5a7b-4728-bfbd-948ef66381cf | Clause:
Buyer shall pay (a) the cost of all endorsements and any extended or affirmative coverage obtained by Buyer under the Title Policy; (b) the cost of the New Surveys; (c) one-half (1/2) of all escrow fees and expenses charged by Escrow Agent; and (d) all recording fees on any conveyance document recorded pursuant... | Label: Expenses |
e7bc92ec-2c42-4d00-8eaa-0621168751cc | Clause:
Interest with respect to LIBOR Loans, Letter of Credit fees and Unused Line Fees hereunder shall be calculated daily and shall be computed on the actual number of days elapsed over a year of 360 days. Interest with respect to Base Rate Loans hereunder shall be calculated daily and shall be computed on the actua... | Label: Fees |
91353d82-f21b-4b3f-8e93-6bcf8be9fca6 | Clause:
Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the... | Label: Sales |
d9af5506-f44c-4190-bcad-df4d878678fe | Clause:
After giving effect to (i) the Loans to be made (or, if applicable, Letters of Credit to be issued) on the Effective Date or each such other date as Loans requested hereunder are made (or Letters of Credit are issued), (ii) the other transactions contemplated by this Agreement and the other Loan Documents, (iii... | Label: Solvency |
9d6c48d2-e698-420e-a862-3d9561173526 | Clause:
Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be settled by arbitration in Nevada, in accordance with the Rules of the American Arbitration Association then existing, and judgment on the arbitration award may be entered in a... | Label: Arbitration |
5b24b77b-e2ab-4191-a8fc-b438b02e8fdf | Clause:
To the extent that any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted hereof and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Severability |
f19553f8-faac-4e84-9f03-158a6f933fd2 | Clause:
RSUs shall be subject to the adjustment provisions included in Section 5(e) of the Plan. In the event of any such adjustment, the adjusted award shall be subject to the same vesting schedule as the RSUs, as set forth in Section 2.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Adjustments |
3c75cf20-73ab-4752-b66c-bed663c84e4b | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce un-reallocated portions or to secure other obligations shall, so long as no Event of Default then exists, be released promptly following (i) the elimination of the applicable un-reallocated portion or other obligations giving rise thereto (... | Label: Releases |
32225860-5c4a-45c0-b506-50ebb3643dd8 | Clause:
Following the expiry of the Certain Funds Period, any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (... | Label: Participations |
92b5afb7-4e41-42b5-a3a5-f908a4a1afa3 | Clause:
Administrative Agent shall have received counterparts to this Amendment, executed by each party 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, Au... | Label: Amendments |
3ac0d725-fec0-4b9c-ac30-57687a79a570 | Clause:
Lenders shall have received from the Administrative Borrower (i) the Historical Financial Statements, and (ii) a pro forma consolidated balance sheet and a related pro forma consolidated statement of income of each Borrower and its respective Subsidiaries, based on the Historical Financial Statements, as of and... | Label: Financial Statements |
f44829f1-6935-4e3e-bd50-b1ac3bfa9ff2 | Clause:
The parties hereto shall execute and deliver such other instruments and take such further actions, in each case as may be reasonably requested by any other party hereto in order to carry out the purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Further Assurances |
b9906cf2-67fd-4ca8-b545-d2a88cdcbf2b | Clause:
CLSIP may assign, transfer, delegate or otherwise dispose of any and all of its rights and/or responsibilities under this Agreement to any entity without the consent of CBI upon prior written notice to CBI; provided, however, CLSIP may not assign, transfer, delegate or otherwise dispose of any of its right, tit... | Label: Assignments |
bdd66d38-41db-4cc7-9b61-014a6b884d99 | Clause:
Oversight Servicer shall deliver to Owner an invoice on or before the [seventh (7th)] calendar day of each month, accompanied by a report detailing the calculation of the Oversight Servicing Fees earned for the preceding calendar month (in a mutually agreed format). Owner will pay the Oversight Servicing Fees, ... | Label: Payments |
a392459d-d18f-45a8-9b0c-857ef57b091c | Clause:
SCHEDULE 3.12 sets forth a complete and correct list of all of the following that are owned or used by Seller and are used in the GAP Business: patented or registered Intellectual Property and pending patent applications and other applications for registration of Intellectual Property; all material unregistered... | Label: Intellectual Property |
91056ef0-4c99-42c0-92b9-92725de409ad | Clause:
(a) Unless previously terminated, the Initial Term Loan Commitments shall automatically terminate on the earlier of (x) the Closing Date (upon funding of the Initial Term Loans) and (y) 11:59 p.m., New York City time, on April 16, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Terminations |
3a2a54fa-c057-4d79-bc00-1288fa2c2a1f | Clause:
Any written notice to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be effective when received.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Notices |
08259196-cd48-4508-bdd1-cacba378c128 | Clause:
This Agreement and each other Program Document may be amended from time to time, either by amendment to the Customer Guide from time to time, or such other amendments to this Agreement, without further consent or assent by any Seller Party and such amendments not consented to by Seller shall be effective upon t... | Label: Amendments |
54f2fee9-8462-438a-a4df-2136e1702287 | Clause:
In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall e... | Label: Severability |
cf65f065-e8c1-4a78-9602-07b6f9e664f3 | Clause:
Except as publicly disclosed by the Company, including but not limited to public disclosure through the Company’s public filings, its press releases, or its comments to the media, Painter agrees to maintain in complete confidence the terms of this Agreement and the consideration for this Agreement (such informa... | Label: Confidentiality |
8c910b43-e25b-468f-b1e3-560a1f318c6d | Clause:
The issuance of this Option (and the Option Shares upon exercise of this Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act... | Label: Compliance With Laws |
1fb8b468-d1ca-430b-bf38-3cbaa5a75fdc | Clause:
Executive agrees not to disparage or otherwise refer to Company, its Executives, officers or directors in an unfavorable manner before, during and after the term of this Agreement, including verbal remarks in public or private and written remarks in paper or electronic format (e.g., e-mail, Twitter, Facebook, ... | Label: Non-Disparagement |
d5140918-9f48-413d-afa9-a55a21c1f948 | Clause:
The Purchaser covenants that until such time as the transactions contemplated by this Agreement are required to be publicly disclosed by the Company as described in Section 4.48, the Purchaser will maintain the confidentiality of the existence and terms of this transaction. The Purchaser understands that the fe... | Label: Confidentiality |
aaafc581-7e32-4ef9-98de-ef6c97e68136 | Clause:
Except as disclosed on Exhibit J which exhibit may be amended from time to time with the prior written consent of Administrative Agent and Seller Parties, there is no action, proceeding or investigation pending with respect to which any of each Seller, Guarantor or each Seller Party Subsidiary has received serv... | Label: Litigations |
e08b7afe-5dc9-48f0-8d32-f67386c5d374 | Clause:
The proceeds of the Loans made (a) on the Effective Date will be used to (i) consummate the Refinancing, (ii) finance the Quasar Acquisition and (iii) pay fees and expenses incurred in connection with the Transactions, and (b) after the Effective Date, will be used for working capital and general corporate purp... | Label: Use Of Proceeds |
16f8f384-c352-4c77-b681-786da3940953 | Clause:
All payments made by a Credit Party pursuant to this Section 13 will be made without setoff, counterclaim or other defense, and shall be subject to the provisions of Section 2.06 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Payments |
5d85d2e2-1f00-4f1f-9ae0-e372f8d28bf6 | Clause:
The invalidity of any of the provisions of this Sublease will not impair or affect in any manner the validity, enforceability or effect of the rest of this Sublease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Severability |
36146979-3135-4a15-ac4c-45917d98a635 | Clause:
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered via e-mail with receipt acknowledged, personally or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage ... | Label: Notices |
99ef08a4-534d-4777-b878-0aac70bcea12 | Clause:
The representations and warranties of the Seller contained in this Agreement or in any Seller Document or closing certificate delivered to the Buyer pursuant hereto shall be true and correct at and as of the Closing Date as though made at and as of that time other than such representations and warranties as are... | Label: Warranties |
30f79692-a20f-41e0-8bf8-c3640db95aa3 | Clause:
Except as set forth on Schedule 5.7 hereto, there is no litigation, arbitration or proceeding pending or, to the knowledge of any of the Company’s executive officers, any governmental investigation or inquiry pending or any litigation, arbitration, governmental investigation, proceeding or inquiry threatened in... | Label: Litigations |
a9ac1ec2-c138-46e0-8f47-d358a8f4841b | Clause:
Prior to the Closing Date, upon Parent’s written request and at Parent’s expense, the Company will use commercially reasonable efforts (but the Company will have no obligation to pay any fees or incur any expenses or other Liabilities) to secure such written consents or waivers under or with respect to the Cont... | Label: Consents |
8683fea4-537f-40ad-b061-bd7f1490a4b2 | Clause:
The representations and warranties of the Company contained in Section 3 of this Agreement and of the Purchaser contained in Section 4 of this Agreement shall survive the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Survival |
4d78f81d-e54d-438e-8fd6-a88b50d37735 | Clause:
All warranties, representations, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement shall be considered to have been relied upon by Lender and will survive the making of the Loan and delivery to Lender of the Loan Docum... | Label: Survival |
004c223b-708e-47a3-a91b-0721ee31ee35 | Clause:
The Term of this Agreement shall be from the Effective Date and, in the absence of early termination as provided for below, shall expire upon the expiration of the last to expire patent in the Enumeral IP.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Terms |
d1befd52-0ef7-47eb-a493-bbca1877c5bf | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that al... | Label: Governing Laws |
becfd67e-a103-4f2a-b264-30d99a582898 | Clause:
Except for the termination of a Pledgor’s Second-Out Obligations hereunder as provided in Article XIII , each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Pledgor and without notice to or further assent by any Pledgor, (a) any demand for payment of... | Label: Amendments |
ed17e36a-0dc9-428d-8f77-9c756d6eb140 | Clause:
On or before the close of business on January 14th, 2016, the parties to the Purchase Agreement will deliver all signature pages to the various agreements and documents required to be delivered at the Closing into escrow with the parties' legal counsel. Such signature pages will be automatically released from e... | Label: Closings |
0d639e8f-eb19-44d5-aa03-27e5d3a6b145 | Clause:
This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts and by facsimile or other electronic transmission, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.
... | Label: Counterparts |
a92cb223-e2de-482e-9b5f-d8c07e94783d | Clause:
The Company represents and warrants to Tenzing Global that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreem... | Label: Representations |
bae5dee6-26a7-46ba-9abb-fd7f1c4d9a70 | Clause:
The Consultant’s services and duties hereunder (collectively “ Services ”), term of engagement, compensation and provisions for payment thereof will be as set forth herein and in Exhibit A attached, which may be amended in writing from time to time, or supplemented with subsequent arrangements for services to b... | Label: Duties |
3242e32a-1cf9-4e30-8dcb-3d9917543855 | 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 |
ef2303bb-f0f2-4d9a-9550-00f29d3bdd32 | Clause:
The date this Plan, including any restatement or amendment of this Plan, is effective. The Effective Date of the Plan is designated on the Employer Signature Page under the Adoption Agreement. See Section 14.01(f) for special rules concerning the retroactive effective date of provisions under the Plan designed ... | Label: Effective Dates |
abac28c9-72ef-46e1-944b-399080c6a40b | Clause:
Each of Parent, the Borrower and the Restricted Subsidiaries has timely filed or caused to be filed all federal income Tax returns and reports, and all other material 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) Tax... | Label: Taxes |
40005e09-7fd7-4006-93a7-0edcb4006599 | Clause:
THIS AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF. FURTHERMORE, IN THIS REGARD, THIS AMENDMENT AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,... | Label: Entire Agreements |
715a0ac9-356b-4bb8-8e82-2744b0ce6ed7 | Clause:
This Amendment shall be construed and interpreted in accordance with Section 1.2 of the Second Step Transfer Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Interpretations |
afba3550-55cd-4123-b462-cc937af72553 | Clause:
It has filed all federal income tax returns and all other material tax returns that are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by it, except (i) for any such taxes or assessments that are being appropriately contested in good faith b... | Label: Payments |
537b903d-0b15-4402-a1d2-cdac438de2dd | Clause:
Subject to the terms and conditions set forth herein, the Parent Borrower, the Dutch Parent Borrower and , the Vion Dutch Subsidiary Borrowers and the German Subsidiary Borrower may request the issuance of Letters of Credit denominated in dollars or Alternative Currencies for such Borrower’s own account (or the... | Label: General |
0886f5f4-fd4e-4644-9fa8-2db61338d801 | Clause:
This Agreement uses a number of terms that are defined either in the body of the Agreement or in the Glossary (Section 11), which appears at the end of this Agreement. These defined terms are capitalized wherever they are used.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Defined Terms |
41d04f03-3db6-4a63-b427-5624e881e4a9 | Clause:
Guarantor is not in default under or with respect to any of its material Contractual Obligations.
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, Authoriz... | Label: No Defaults |
6abf4eb6-f9b8-43c0-9a10-f142ac524101 | Clause:
As of the Closing Date, Schedule 3.14 sets forth the name and jurisdiction of incorporation of each Material Subsidiary and, as to each such Material Subsidiary, the percentage of each class of Equity Interests owned by the Company and its other Subsidiaries.
Task: Classify this clause into ONE of these types ... | Label: Subsidiaries |
042f920a-efe6-4893-859e-321abc003423 | Clause:
Spectrum will, and will cause its Affiliates to, and Purchaser will, each use commercially reasonable efforts to cause all of the conditions to the consummation of the Contemplated Transactions to be satisfied as soon as practicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Closings |
47981073-839b-4fdf-86ac-f47a2b038c61 | Clause:
This Joinder Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all of which shall together constitute one and the same instrument.
Task: Classify this clause into ONE of thes... | Label: Counterparts |
1a69a598-dd01-4136-b7e3-709b7691094e | Clause:
Licensee may not assign any of its rights hereunder without the prior written consent of Licensor or Licensor’s successors or assigns, which consent may be withheld or granted within the sole discretion of Licensor or Licensor’s successors or assigns. Licensor, at Licensor’s sole discretion, may assign its righ... | Label: Assignments |
fb458aa3-b26b-43da-925b-b9408955d7c5 | Clause:
No amendment to or waiver of any provision of this Security Agreement, nor consent to any departure by any Grantor from its obligations under this Security Agreement, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent (on behalf of the Lenders or the Major... | Label: Amendments |
4872525b-dc24-44a4-83cd-025ddd58951c | Clause:
For the purposes of this Section 3.01 , the references to “Borrower” and “Loan Party” shall include the European Borrowers and, the references to “Lender” shall include any L/C Issuers.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Definitions |
a69662de-9535-4916-bfcf-9413cfade16a | Clause:
If any Reviewing Party determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by such Reviewing Party... | Label: Binding Effects |
0fe7d064-a3b4-45f1-a93a-ca93db0e1bfe | Clause:
This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment may be validly executed by facsimile or other electronic transmission.
Task: Classify t... | Label: Counterparts |
865b4441-11f6-4217-bd98-948db012f65b | Clause:
Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law and as are required by any Security Documents. All such insurance shall, (a) name the ... | Label: Insurances |
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