id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
41aeb3d5-df4a-4f89-8084-d1f9a77356a7 | Clause:
Any capitalized term used but not otherwise defined in this Amendment 3 shall have the meaning ascribed to such term in the Credit Agreement, and the interpretations set forth in the Credit Agreement shall apply to this Amendment 3.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Definitions |
eca2198e-8490-4665-b630-64712e9f162d | Clause:
If any one or more Articles, Sections or other portions of this Agreement are declared by any court or governmental authority to be unlawful, invalid, void or unenforceable, such unlawfulness, invalidity or unenforceability shall not serve to invalidate any Article, Section or other portion not so declared to b... | Label: Severability |
973eb1f6-8f11-461d-97df-1bbb0d6446c2 | Clause:
The representations, warranties, covenants, and agreements of the respective Parties set forth herein shall survive the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Survival |
1ae78fdf-0332-42af-a66e-52e4b19d4173 | Clause:
Each Investor represents and warrants to each Borrower as follows: Such Investor has all necessary power to enter into this Agreement. The execution, delivery and performance by such Investor of this Agreement has been duly authorized by all requisite action by such Investor; and this Agreement, has been duly ... | Label: Warranties |
b367ddfd-744f-4c45-a80f-04ce17a9043e | Clause:
During the Term and thereafter, Executive shall reasonably and appropriately respond to all reasonable inquiries from the Company relating to any current or future investigation, regulatory action, or litigation (including but not limited to any internal or external investigations), and shall make himself reaso... | Label: Cooperation |
0769f292-c642-40e6-ba78-5f771fb5e0e2 | Clause:
Subject to Section 7(a) hereof, in consideration for the promises and payments by the Company pursuant to this Agreement, at the request of the Company, the Executive agrees to timely and accurately respond to reasonable requests by the Company to the extent reasonably possible with respect to the transition of... | Label: Cooperation |
b3bad5b5-984c-43b7-ae47-d70b01d0a9b7 | Clause:
The provisions of Section 6 shall survive the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary,... | Label: Survival |
9c9004d8-5d69-492e-a5b1-9b7e3e275757 | Clause:
The purpose of this Plan is to provide the non-employee members of the Board of Directors (the “ Board ”) of Lindblad Expeditions Holdings, Inc., a Delaware corporation, and it successors (the “ Company ”) with an opportunity to defer payment of all or a portion of their annual cash compensation and annual rest... | Label: Effective Dates |
cf44321f-1a08-4784-9706-f6579ff07a12 | Clause:
All obligations of Lessor and Lessee that shall have accrued under this Lease prior to the expiration or earlier termination hereof shall survive such expiration or termination to the extent the same remain unsatisfied as of the expiration or earlier termination of this Lease. Lessor and Lessee further expressl... | Label: Survival |
6ff5e346-cf2f-4895-8c44-716d4dda2ef5 | Clause:
The Borrower shall have caused to be paid to the Administrative Agent, all fees and other amounts then due and payable under any Transaction Document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Fees |
644c1048-404e-4025-b5d6-90362777751c | Clause:
This permit shall expire at midnight on April 29, 2056, 40 years from the date of issuance. Expiration of this permit shall not require notice, a decision document, or any environmental analysis or other documentation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Terms |
ff55af41-4440-4928-9c7f-3828340d7f0f | Clause:
The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, d... | Label: Publicity |
d5f1fac8-dc00-4429-805f-6a0e39e2c5f1 | Clause:
No failure or delay by the any Holder of Obligations 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 other right, power or privilege. The rights and reme... | Label: No Waivers |
d23fdce2-dd8d-48b0-bcc2-9785073774dd | Clause:
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Texas without giving effect to principles of conflicts of law.
Task: Classify this clause into ONE o... | Label: Governing Laws |
ef2c4199-ea14-4257-a6d7-8753076ff203 | Clause:
Any provision of this Modification Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Modification Agreement and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
Task: Classify this... | Label: Severability |
42bb7421-0616-41cc-912b-c5c2991d8097 | Clause:
The Collaborative Development Plan and each amendment and update thereto shall be prepared jointly by the Parties through the JDC. The JDC shall have the authority to amend the Collaborative Development Plan with […***…] days prior written notice to Neurocrine, including accelerating, decelerating, extending, a... | Label: Amendments |
dc01788e-3812-4d57-aab2-fd425b8f67b7 | Clause:
This Security Agreement shall be governed by, and construed in accordance with the laws of the State of New York without regard to conflicts of law rules that would result in the application of a different governing law except that matters concerning the validity and perfection of a security interest shall be g... | Label: Governing Laws |
42b67b55-631d-4c37-80cf-f238ffa78832 | Clause:
The rights and obligations of the Parties will be governed by, and this Agreement will be interpreted, construed and enforced in accordance with, the laws of the State of New York, excluding its conflict of laws rules to the extent such rules would apply the law of another jurisdiction.
Task: Classify this cla... | Label: Governing Laws |
0697e310-0b70-4b99-ae2d-88711daa09a2 | Clause:
In the event that any of the provisions of this Agreement shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that any provision of this Agr... | Label: Severability |
ab39f1c5-dd4a-4ac9-b756-ddebec554a6b | Clause:
If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders of t... | Label: Effective Dates |
1b2c862b-70a3-4998-887f-411f11722f40 | Clause:
The provisions hereof shall be binding upon and inure to the benefit of the heirs, successors, personal representatives and assigns of the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Binding Effects |
bb715690-0c12-4684-8fa5-1be172466e33 | Clause:
As of the Effective Date, the Commitments of certain Lenders under (and as defined in) the Existing Credit Agreement shall be terminated by the Company (such Lenders, the “ Departing Lenders ”). The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Banks under this Agreement wit... | Label: Amendments |
1e2d439b-72e5-4799-b215-7196f4c89f82 | Clause:
The capitalization of the Company set forth in the Bankruptcy SAL/SAF is true, accurate and complete. Except as set forth on Schedule 4.1(g) , as of the date hereof, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exer... | Label: Capitalization |
8e771b83-78ac-4521-ba8b-7fcb360f6d39 | Clause:
This Note is made in and shall be interpreted and enforced in accordance with the laws of the State of Minnesota, and each of the parties hereto irrevocably consents to personal jurisdiction in the state or federal courts in the State of Minnesota.
Task: Classify this clause into ONE of these types (exactly on... | Label: Governing Laws |
df78431c-bf54-48c2-aea3-17ad76c2a36e | Clause:
This Thirteenth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Thirteenth Amendment by facsimile transmission or via .pdf shall be effec... | Label: Counterparts |
9a11b2c1-540c-408f-b060-72d26dd499e9 | Clause:
THIS RELEASE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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 |
12de1423-04d8-4ae9-877e-1716dee5c909 | Clause:
This First Supplemental Intellectual Property Security Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to conflict of laws principles thereof that would require application of laws of another state.
Task: Classify this clause int... | Label: Governing Laws |
992e5b27-ea07-482e-af23-7ac2396f3b29 | Clause:
You acknowledge that you have read and understand this letter agreement, that you are hereby provided a period of forty-five (45) calendar days after the Separation Date to consider its terms, and that you are hereby advised in writing to discuss its terms with an attorney or other advisor before executing the... | Label: Effective Dates |
a646dfed-4ee0-48dc-a011-5abec342821d | Clause:
Interest on this Bond payable prior to or on the Maturity Date shall be paid by immediately available funds wired to the Registered Holder of this Bond to an account in the United States as it appears on the registration books of the Trustee (in such capacity, the “Bond Registrar”). Interest on this Bond which ... | Label: Payments |
43582b72-456d-4cb8-be23-6c81e895499f | Clause:
Priveco does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Subsidiaries |
80ad9954-e81c-4a25-aeef-ade2599d5f18 | Clause:
Unless otherwise agreed by the Company and Employee, during the Employment Period the Employee shall be employed by the Company in the same position/ offices as those which the Employee held on the date of the Change of Control of the Company. In such employment the Employee’s duties and authority shall consist... | Label: Duties |
cc90a6f7-a1c0-4710-aac8-a3dec90687a3 | Clause:
Deferred payments under an exercised put option shall be permissible if adequate security and a reasonable interest rate are provided. If a put option is exercised with respect to Employer Securities received as a lump sum distribution from the Plan, payments may be made in a lump sum or in equal installments ... | Label: Payments |
f6965d76-a07e-45b5-a177-b2d1db9207ef | Clause:
Borrower will maintain in force property and casualty insurance on all Collateral and any other property of Borrower, if any, against risks customarily insured against by companies engaged in businesses similar to that of Borrower containing such terms and written by such companies as may be satisfactory to th... | Label: Insurances |
4a68c97f-c3fb-4661-9ffa-1214afc7c5b2 | Clause:
Subject to termination under Section 9, the Executive’s employment shall be for an initial term of 24 months commencing on the Effective Date and shall continue through the second anniversary of the Effective Date (the “Initial Employment Term”). At the end of the Initial Employment Term and on each succeeding ... | Label: Terms |
d70845e2-6414-4b5f-9f6c-af4f3125303d | Clause:
All notices and communications hereunder shall be given to the addresses and otherwise made in accordance with Section 14.1 of the Credit Agreement; provided that notices and communications to the Grantors shall be directed to the Grantors, at the address of the Borrower set forth in Section 14.1 of the Credi... | Label: Notices |
b130c17e-b859-42ad-9824-f684916d2c0f | Clause:
If Executive timely elects continued health insurance coverage pursuant to by the Consolidated Omnibus Budget Reconciliation Act, Section 4980B of the Internal Revenue Code and any state law of similar effect (“ COBRA ”), the Company will pay the COBRA premiums for Executive and his eligible dependents for up t... | Label: Benefits |
9f72b336-15f6-4b8c-b224-67f6ef12a940 | Clause:
ARIAD US has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, USA. ARIAD US has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement.
Task: Classify this clause int... | Label: Organizations |
35cc0136-7282-47bc-853a-188215ee7512 | Clause:
Executive shall be a participant in the FARO Technologies, Inc. Change in Control Severance Policy, as amended (the “ CIC Policy ”), a copy of which has been provided to Executive. For the avoidance of doubt, if Executive becomes eligible to receive benefits under the CIC Policy, he shall not be eligible to rec... | Label: Change In Control |
32c0f0f0-d8b9-4bc0-addd-dc6c12427c9f | Clause:
The Trustee shall be entitled to such reasonable compensation for its services as may be agreed upon from time to time by the Company and the Trustee and to be reimbursed for its reasonable legal, accounting and appraisal fees, expenses and other charges reasonably incurred in connection with the administration... | Label: Expenses |
740dc129-91ba-49c5-b580-60f18b356a6c | Clause:
During Executive’s Company Employment and for two (2) years following the termination of such employment for any reason, Executive (i) will not criticize or disparage the Company or its directors, officers, employees or products, and (ii) will fully cooperate with the Company in all investigations, potential li... | Label: Cooperation |
196585b2-fd98-4022-8886-449c75798f80 | Clause:
Each Lender hereby irrevocably appoints and authorizes Agent to enter into each of the Financing Documents to which it is a party (other than this Agreement) on its behalf and to take such actions as Agent on its behalf and to exercise such powers under the Financing Documents as are delegated to Agent by the t... | Label: Authorizations |
780afcfa-30f9-4f7d-80da-e92cd643c798 | Clause:
Days”), which Vacation Days shall accrue and be used pursuant to the Company’s vacation policies as may exist from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Vacations |
9cd63d8c-ebdb-4e2f-8534-822c12e4c479 | Clause:
Employee agrees that he will not disparage Company, or any of Company’s parents, subsidiaries and/or affiliates, and their managers, supervisors, officers, directors, employees, shareholders, and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation. Th... | Label: Non-Disparagement |
dd4b6d3d-85d5-43ce-8a89-6e86517b6575 | Clause:
EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Waiver Of Jury Trials |
64e0db8c-19cb-4dd9-b775-d10abc97343c | Clause:
Landlord (or the Operator) may assign any unreserved and unassigned parking privileges and/or make all or a portion of such parking privileges reserved or institute an attendant assisted tandem parking program and/or valet parking program if it determines in its sole discretion that such is necessary for orderl... | Label: General |
6ad4c395-30c7-441b-94ef-a619d5b6b965 | Clause:
Neither the Agent nor any Lender may disclose to any Person any confidential, proprietary or non-public information of the Borrower furnished to the Agent or the Lenders by the Borrower (such information being referred to collectively herein as the “ Borrower Information ”), except that each of the Agent and ea... | Label: Confidentiality |
e111c896-607a-409f-85b2-8712a1f93ef4 | Clause:
Make, and cause each Subsidiary to make, timely payment of all foreign, federal, state, and local taxes or assessments (other than taxes and assessments which Borrower is contesting in good faith, with adequate reserves maintained in accordance with GAAP) and will deliver to Bank, on demand, appropriate certifi... | Label: Taxes |
c1d90f90-ef8f-469e-b3de-7ee121bff64b | Clause:
Purchaser has filed all Tax Returns or forms that are required to be filed since its inception. No Taxes are due to any federal, state, local, or foreign Tax authority. Purchaser is not obligated to make any payments and is not a party to any agreement that under any circumstances could obligate it to make any ... | Label: Taxes |
e6363b3f-d539-46c7-b5d8-d940a1f35784 | Clause:
The Participant must arrange for all tax withholding obligations related to any Award. Tax withholding obligations may be satisfied by any of the following methods, as determined by the Committee in its sole discretion: (i) cash, (ii) surrender of Shares of then-equivalent value (including the surrender of Shar... | Label: Taxes |
6791592e-8c3a-4a18-ac26-5dbc5bb88a72 | Clause:
Since October 31, 2014, 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, (the foregoing materials, including the exhibits thereto and docume... | Label: Financial Statements |
30480955-05fe-41d3-8414-7851e1116e84 | Clause:
The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Award Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Headings |
dba22e72-2c3e-4128-9a0b-7ed09d90657f | Clause:
(a) Actions, Suits and Proceedings. (i) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries that, individually or in the aggregate, could... | Label: Litigations |
8fdfcf54-259b-40e2-ab11-7f9a15e6072d | Clause:
No Borrower shall acquire or accept any product Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with applicable Law, including the FLSA. The Borrowers shall use, store and maintain all product Inventory with reasonable care and caution, in a... | Label: Sales |
1f0bd8b8-282f-4305-8a23-d0e6e64ccd6f | Clause:
(a) The proceeds of the Loans will be used only for the purposes set forth in the introductory statements to this Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U ... | Label: Use Of Proceeds |
263a343e-3ccc-4067-818a-4bf9270cd504 | Clause:
You will be eligible to participate in the healthcare, 40l(k), employee stock purchase and other employee benefit plans established for our employees. You will be entitled to 15 days or such other amount as your manager may approve of Paid Time-Off (PTO) annually, accrued on a semi-monthly basis in accordance w... | Label: Benefits |
d34cf624-188f-4fda-b6e8-bf99e664ed0f | Clause:
The provisions of Section 2.1(c) , Section 2.7 , Section 2.8 , Section 5.1 , Article VI or Article VII , this Section 8.2 , Section 8.4 , Section 8.5 and Section 8.9 shall survive termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Survival |
d07d3756-de44-493b-b10c-d70255ca97fb | Clause:
Upon reasonable request, the Sellers shall provide to Buyer, and Buyer shall provide to the Sellers, such documents, data and information as may reasonably be necessary to implement the provisions of this ARTICLE XI .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Cooperation |
5418c567-9928-48b0-9d1d-47b96d51b1ce | Clause:
The Bank shall employ the Employee as a Senior Vice President. The Employee shall also have the job title of President of First Eastern Mortgage Corp. The Employee shall have responsibilities commensurate with such positions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Positions |
d91554b7-8b03-45a5-993a-888fe815aaee | Clause:
During the Term, the Executive shall serve in the position of Vice President, Capital Markets and Investor Relations and shall report to and be subject to the general direction and control of the Chief Financial Officer or his designee. In such capacity he shall be responsible for such duties consistent with su... | Label: Duties |
beff43b1-3091-4371-800b-2abf6a850bc2 | Clause:
Except for failures that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Parent, the Borrower and each Restricted Subsidiary (a) have timely filed or caused to be filed all Tax returns and reports required to have been filed and (b) have paid or caused to b... | Label: Taxes |
9ce579f2-564e-4c7a-90ea-9d782e300fe5 | Clause:
This Amendment, together with the Agreement and the Ancillary Agreements, including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to herein and therein, will together constitute the entire agreement between the Parties with respect to the subject matter here... | Label: Entire Agreements |
c6812968-2b47-4b61-8bdb-efd184d74560 | Clause:
Company Investor Schedule A Stockholder Stockholders apitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Investment Agreement (as defined below).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Agreements |
af321988-9f17-4dab-aa86-00a40a7d9ebf | Clause:
The financings and other Transactions contemplated hereby shall be in compliance with all Applicable Laws and regulations (including all applicable securities and banking laws, rules and regulations).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Compliance With Laws |
0d63ff12-e15c-40b8-b970-a65b8c312fb8 | Clause:
Employee’s health insurance benefits shall cease on the last day of December, 2015, subject to Employee’s right to continue his health insurance under COBRA. Employee’s participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options, and the accrual of bonuses,... | Label: Benefits |
a425c06f-8d6b-4b12-a606-f83eed39af15 | Clause:
Unless otherwise defined herein, capitalized terms are used herein as defined in the Existing Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Defined Terms |
9f58a661-9d16-4534-9220-fa939bd87779 | Clause:
On the Petition Date, the Debtors filed the Motion with this Court and pursuant to Bankruptcy Rules 2002, 4001, and 9014, and the Local Bankruptcy Rules of this Court, the Debtors provided notice of the Motion to the following parties and/or to their counsel as indicated below (collectively, the “ Notice Partie... | Label: Notices |
b321daa3-f36b-48a0-8dc9-7ab2cbdcbcc7 | Clause:
Notwithstanding Section 1.4(a), if the Participant experiences a termination of employment with the Company because of the Participant’s death, Disability, or Retirement, or a termination of employment by the Company without Cause during the Vesting Period, the Vested Restricted Stock Units will be paid within ... | Label: Disability |
c8739241-a2e7-4c25-b42c-0185adaf166d | Clause:
In the event the claims review procedure described in this Section 8.6 does not result in an outcome thought by the claimant to be in accordance with the Plan document, he may appeal to a third party neutral arbitrator. The claimant must appeal to an arbitrator within sixty (60) days after receiving the RPAC's... | Label: Arbitration |
2dffdc35-9261-4487-baad-632a2dba34a6 | Clause:
(a) The Loans comprising each Base Rate Borrowing (including each Swingline Loan) shall bear interest at the Base Rate plus the Applicable Margin; provided that notwithstanding the foregoing, such interest rate shall at no time be less than 0.00% per annum.
Task: Classify this clause into ONE of these types (... | Label: Interests |
ba79ac1e-9a36-4cc3-8606-6751ab438c12 | Clause:
The properties of Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in l... | Label: Insurances |
b7222430-04aa-45c4-9eee-da7e4b475d47 | Clause:
(a) The execution, delivery and performance of this Agreement by the Parent and Buyer do not and will not (i) violate, conflict with or result in the breach of any provision of the charter or by-laws of the Parent or Buyer, (ii) conflict with or violate in any material respect any Law or Order applicable ... | Label: No Conflicts |
9ca86da0-89a4-430c-81f3-6935c347d75e | Clause:
The Company’s obligation to pay or provide any benefits to the Executive following termination (other than in the event of death pursuant to Section 4.2) is expressly subject to the requirement that (i) the Executive execute the release in the form attached hereto as Exhibit B (the “Release”) prior to the 60 th... | Label: Releases |
0ab0e333-697a-4566-aa20-d9bcc6b7392f | Clause:
If Licensee becomes aware of any Unauthorized Use with respect to any of the Licensed Marks, Licensee shall promptly notify Licensor in writing and provide relevant information in its possession relating to such Unauthorized Use, and the Parties shall cooperate and consult in good faith regarding appropriate ac... | Label: Notices |
6e58216f-f138-41c1-a15b-5b1a53d51400 | Clause:
This Agreement may be executed by facsimile signature, that, when so executed and delivered, shall be deemed to be an original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Miscellaneous |
0c84968e-09ee-4aeb-a0da-fd7dc72b05b6 | Clause:
This Agreement, all other Loan Documents (except to the extent, if any, otherwise expressly stated in such other Loan Documents) and all transactions and matters related thereto shall be governed by, construed and enforced in accordance with the laws of the State of New York, without regard to choice of law pri... | Label: Governing Laws |
1c04b0f4-565a-44d0-a7a2-87d9cdc3b4bd | Clause:
(a) Any and all payments by or on behalf of each Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any of the other Loan Documents shall be made, in accordance with Section 2.12 or the applicable provisions of such other documents, free and clear of and without deductio... | Label: Taxes |
1cfc2f8d-1430-41a8-9ad7-253b2319b1bb | 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, if any, that are being appropriately contested in goo... | Label: Payments |
9ae648ab-5a3b-45ae-be3d-5c7f5b80fef4 | Clause:
The term of each Award shall be for such period as may be determined by the Board. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company upon the grant, vesting, maturation or exercise of an Award may be made in such forms as the Board shall determine at the dat... | Label: General |
368000f8-7467-4bb6-b8a0-629bfb818cfd | Clause:
The Company shall withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as legally shall be required.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Taxes |
09f3e4d4-b75a-4166-a8e8-e1f0e5ea97ad | Clause:
This Agreement shall remain in full force and effect until the payment in full of the principal of and interest on the Notes and all other amounts payable to the Purchaser or the Indenture Trustee under the Transaction Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Terminations |
4ce50d8c-c46b-498d-8c80-16f069a5a567 | Clause:
No authorization, consent, license or exemption from, or filing or registration with, any Governmental Authority, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by any Credit Party or any Subsidiary of any Loan Document, except for the fi... | Label: Approvals |
0879afad-e663-40fd-a7e8-76496671c453 | Clause:
The Target Award shall initially be unvested. Subject to Sections 5 and 6, as soon as practicable following the conclusion of the Performance Measurement Period (the “ Vesting Date ”) (but in no event later than two and one-half months after the end of the fiscal year in which the Vesting Date occurs), the tota... | Label: Vesting |
37b15026-6306-466c-bfb5-67e16f39cd55 | Clause:
The terms of this Assumption Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the Party against whom the enforcement of the change, modification, waiver, discharge or termination is asserted. Lender's consent to the R... | Label: Modifications |
a18dfff5-f618-4e27-a677-ea1a6c49355d | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Delivery by facsimile of an executed signature... | Label: Counterparts |
c0059730-2c6c-4e1e-841f-c57a5166ab59 | Clause:
Each Agent, each Arranger, each Co-Syndication Agent, each Co-Documentation Agent, and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement; provided that nothing herein shall ... | Label: Confidentiality |
94511b17-4383-499c-bc5f-83373f6db8fc | Clause:
Nothing contained in this Amendment shall be construed or interpreted or is intended as a waiver of or limitation on any rights, powers, privileges or remedies that the Bank has or may have under the Credit Agreement or any other Related Document on account of any default or event of default.
Task: Classify th... | Label: No Waivers |
de1fa109-4566-49b1-845d-a3cec02770bf | Clause:
This Agreement may be amended from time to time in writing by all parties hereto. This Agreement is supplemented by the terms and conditions of the Deposit Agreements, and to the extent the terms of such Deposit Agreements conflict with this Agreement, the specific terms of this Agreement shall control; provide... | Label: Amendments |
7db52c88-2b9a-4772-b010-10cdd18a1fd9 | Clause:
The provisions of this Article 10 shall survive the expiration or earlier termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, A... | Label: Survival |
600f0f26-2a34-4874-99a5-57b80ea10d1d | Clause:
The compensation described in Section 3 of this Agreement shall be the Selling Agent’s sole compensation for all of its services and efforts to the Company and its affiliates, in connection with ay offering or placement of Securities. The Company shall not be responsible for any expenses of Selling Agent except... | Label: Expenses |
dc0feaa3-43aa-47cb-a397-edc3481e6a40 | Clause:
Each Borrower irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York, New York and of the United States District Court sitting in New York, and any appellate court from any thereof, in any action or procee... | Label: Submission To Jurisdiction |
9adce0b5-28fa-4bd6-ac3b-eeeddd53276a | Clause:
The Executive's employment hereunder shall be effective as of the Effective Date and shall continue until the third anniversary thereof, unless terminated earlier pursuant to Section 5 of this Agreement; provided that , on such third anniversary of the Effective Date and each annual anniversary thereafter (such... | Label: Terms |
3dbd4d8a-fc8e-4d9e-ba05-3e010872cd16 | Clause:
Any notice, request, consent or communication under this Agreement shall be effective only if it is in writing and shall be deemed to have been given when personally delivered or three (3) days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested an... | Label: Notices |
8f29e53f-3336-4a6b-99c8-aa28aca064d8 | Clause:
Borrower will, and will cause each of its Subsidiaries to, at Borrower’s expense, (a) maintain insurance respecting each of Borrower’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily insured against by other Persons engaged in same or similar businesses ... | Label: Insurances |
42d70d1c-606c-424a-801c-b373a472dfe8 | Clause:
Except as otherwise provided herein or as the parties may otherwise agree in writing, this Agreement shall be effective as of the Start Date and remain in effect for a period of three (3) years from the Start Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Terms |
0f2713d5-6b8c-4971-9f4e-83004aeb06dd | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any member of the Restricted Group, or against any of their properties or revenues that, individu... | Label: Litigations |
a7422502-6065-4d7f-9599-717eb1c1ee67 | Clause:
Effective as of the Effective Date, Lessee shall, at its expense, protect, defend, indemnify and hold Lessor and Lessor's agents, contractors, licensees, employees, directors, officers, partners, trustees, affiliates, subsidiaries, successors, assigns, heirs, shareholders and members (collectively, "Lessor's Em... | Label: Indemnifications |
e40669b9-178d-4f93-92ea-edaf5daef70d | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. Signatures on this document transmitted through pdf or facsimile shall be deemed and may be relied on as originals for all purposes.... | Label: Counterparts |
92805f1f-3820-45c8-ac88-1985ca082d89 | Clause:
The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Agreement. Whenever required by the context, any pronoun used in this Agreement will include the corresponding masculine, feminine or... | Label: General |
d6c4b683-4b65-47c3-9cd0-de7be951597d | Clause:
Each party’s obligations under this Section 3.3 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.... | Label: Survival |
86d4c929-14c6-4a00-8584-b42fd80aabd4 | Clause:
Borrower shall use the proceeds of the Loans only for the purposes set forth in Section 3.9 .
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: Use Of Proceeds |
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