id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
dbb747cd-acf3-4a11-9c91-7b6d3260f1e9 | Clause:
The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, or (ii) conflict with, or constitute a default (or an event which with notice or la... | Label: No Conflicts |
e795ca7b-1f89-433e-9d25-31ae0c20c1ee | Clause:
This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among ... | Label: Entire Agreements |
e9741ea2-044a-4354-90b6-ff02bd0aefdd | Clause:
Any notice that you or the Company are required to give the other under this Agreement shall be given by personal delivery, recognized overnight, courier service, or registered or certified mail, return receipt requested, addressed in your case to you at your last address of record with the Company, or at such ... | Label: Notices |
dcb469dd-490d-4065-9aa5-aece0f3ac733 | Clause:
All governmental and third-party notifications, filings, consents, waivers and approvals set forth on Schedule 3 and required for the consummation of the transactions contemplated by this Agreement and the Plan shall have been made or received.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Consents |
63c40a21-2dd4-48cb-9ed0-c6aa3c45ca3b | Clause:
The 2016-A Lease complied in all material respects at the time it was originated and. as of the 2016-A Cutoff Date, will comply in all material respects with all requirements of federal, State and local laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Compliance With Laws |
56a7f060-3e64-41c3-a692-3e3f737dd723 | Clause:
All references in the Security Agreement to the “Agreement”, and in the other Loan Documents to the “Slot and Gate Security Agreement”, shall be deemed to refer to the Security Agreement as amended by this Amendment, and the parties hereto confirm their respective obligations under the Security Agreement. Excep... | Label: Construction |
91d5a485-b3d6-4f21-b7a4-a362eab84085 | Clause:
Tenant shall not create or permit any liens under any construction lien law to be filed or recorded against the Premises or against the interest of Landlord or Tenant therein. If any such lien is filed or recorded, Tenant shall immediately cause such lien to be discharged of record, or bonded over in a form rea... | Label: Liens |
a6057538-6585-4379-a412-647b09451e91 | Clause:
The execution, delivery and performance by the Company of this Agreement have been duly authorized by all requisite corporate action of the Company and its directors and shareholders. The Company has duly executed and delivered this Agreement, and this Agreement constitutes the valid and binding obligation of t... | Label: Authorizations |
31611012-ed37-42e4-af44-ed664cefe3ac | Clause:
The Administrative Agent shall have received a Notice of Borrowing or Letter of Credit Application from the Applicable Borrower in accordance with Section 2.3(a) or , Section 3.2, 3.2 or 3.2-A, as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Notices |
af646cb5-8740-41ce-a8bd-d95a15e052f4 | Clause:
During the Term from and after June 1, 2016, the Executive shall serve as President and Chief Executive Officer of the Company, or such other position agreed to in writing by the Company and Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Positions |
b56b7707-1988-492c-9950-b244d2754e70 | Clause:
This Agreement may be executed in counterparts or duplicate originals, both of which shall be regarded as one and the same instrument, and which shall be the official and governing version in the interpretation of this Agreement. This Agreement may be executed by facsimile signatures or other electronic means a... | Label: Counterparts |
587e1649-594c-428a-9fe4-1ca35675bc28 | Clause:
(a) The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Terminations |
3ab2b2f9-9fdf-46ff-a64f-99264f40b1e7 | Clause:
Each of the Subsidiaries has been duly incorporated or formed, as applicable, and is existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, with power and authority (corporate or other) to own its properties and conduct its business as described in the... | Label: Subsidiaries |
f4ad8f6c-f001-4e2a-b851-577646f5c5ef | Clause:
Collabria has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and any other documents executed or required to be executed by it in connection with this Agreement. This Agreement and the other documents executed or required to be executed by Collabria in co... | Label: Authorizations |
12834ae8-cd8b-4595-8b95-fc15d04297b4 | Clause:
This Agreement, including the Proprietary Information and Inventions Agreement and the Mutual Arbitration Agreement, incorporated herein by reference, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negot... | Label: Entire Agreements |
880a2b9e-7924-4201-87d3-0bd149dd3560 | Clause:
Except for any filings as may be required by applicable federal securities laws, the execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (a) require any consent, approval, authorization or permit of, or filing with or notificat... | Label: No Conflicts |
5e054d58-b619-499d-8bd4-14d3bf457960 | Clause:
SOOUM owns, has a valid license to use, or otherwise possesses legally enforceable rights to use all intellectual property used in its business as currently conducted, except for any such failures to own, license or possess that would not have a SOOUM Material Adverse Effect. SOOUM has not received any notice ... | Label: Intellectual Property |
0a655422-aceb-4a8e-8723-877da3990df3 | Clause:
The Company and its affiliates shall be entitled to require a cash payment (or other form of payment determined in accordance with Section 11.2 of the Plan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law... | Label: Tax Withholdings |
131f7911-1849-416f-bc1b-5f1fbc2761ee | Clause:
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of California.
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: Governing Laws |
fbaaeb59-cfca-4d6c-a31a-f5bb77fe1129 | Clause:
None of the Partnership, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Partnership or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the 1933 Act) which will be inte... | Label: Integration |
c52a4312-d46e-43b5-b5bc-c666d302d91c | Clause:
In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange ... | Label: Adjustments |
e9bba6c0-777c-49ba-b4e5-6c755dd58f3b | Clause:
The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, an... | Label: Submission To Jurisdiction |
615bb9fe-dc37-4bcb-b6f8-e2ffe73291da | Clause:
The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) as otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of red... | Label: General |
ea957899-6209-483d-a387-4813f128cc80 | Clause:
Cessation of active employment due to commencement of long-term disability under the Employer’s long-term disability plan shall not be deemed to constitute a termination of employment for purposes of this Paragraph, and, during the continuance of such Employer-sponsored long-term disability plan benefits, the E... | Label: Disability |
f97ea560-82fa-44d8-95e8-5942360a25e9 | Clause:
Borrower understands and agrees that Lender, without independent investigation, is relying upon the above representations and warranties in making the Loan to Borrower. Borrower further agrees that the foregoing representations and warranties shall be continuing in nature and shall remain in full force and effe... | Label: Warranties |
cac1e347-87c6-4b13-808e-f13e9cab161f | Clause:
The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation: (i) cash, (ii) shares of Stock held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences and having a Fair ... | Label: Payments |
4b5fcee0-c408-4527-bb5e-3795d9175fb7 | Clause:
All payments made pursuant to this Agreement will be subject to any required withholding of applicable taxes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Tax Withholdings |
fc1e6325-5945-4b5a-b4c4-dfd12873b47b | Clause:
EACH OF THE BORROWER, MAC, THE ADMINISTRATIVE AGENT, THE ISSUING LENDERS, THE SWING LINE LENDERS AND THE LENDERS EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMP... | Label: Waiver Of Jury Trials |
77159a43-b01d-4186-aa08-a8cb8900476d | Clause:
This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, excluding any conflicts or choice of Law rule or principle that might otherwise refer construction or interpretation of this Supply Agreement to the substantive Law of another jurisdiction.
Task: Classify th... | Label: Governing Laws |
fc431618-2755-40d0-be8c-62ac5ced597e | Clause:
The payments under this Agreement shall be subject to applicable tax withholding.
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 Sal... | Label: Tax Withholdings |
f10b0bcd-84b6-4489-afd2-5936e69e1458 | Clause:
The capitalization of the Company is as set forth in Schedule 3.1(g) . The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act other than pursuant to the exercise of employee stock options under the Stock Option Plan, the issuance of shares of Common Sto... | Label: Capitalization |
767b8ae5-08cd-4f32-ad90-7863bad7ad86 | Clause:
The Buyer shall have the right to approve (which approval shall not be unduly withheld, conditioned or delayed) on behalf of the Buyer any press release prior to its issuance, filing with the Commission or any other public disclosure made by or on behalf of the Company or the Seller whatsoever with respect to, ... | Label: Publicity |
27490088-92c9-4194-b63e-ae99d5d3bb66 | Clause:
The Maker (a) is a corporation duly organized and validly existing and in good standing under the laws of the Commonwealth of Virginia, (b) is duly registered or qualified as a corporation authorized to do business in every jurisdiction where the failure to be so registered or qualified would have a material ad... | Label: Organizations |
8a3919ce-437f-4169-84d2-1e037bf62b16 | Clause:
Accrued and unpaid interest on outstanding Alternative Base Rate Loans shall be due and payable monthly on the first day of each calendar month while any Alternative Base Rate Loan remains outstanding, the payment in each instance to be the amount of interest which has accrued and remains unpaid with respect to... | Label: Interests |
96be8af6-63ec-41ad-bd0f-1df244991b55 | Clause:
Payment of any annual incentive award earned pursuant to this Agreement shall be made in cash in a lump sum. Unless the Participant has elected to defer receipt of the annual incentive award in accordance with an applicable deferral arrangement, payment will be made as soon as practicable (but not later than th... | Label: Payments |
5c85e78d-4bcf-4253-85c2-d9ebe0004fd8 | Clause:
During the Term from and after June 1, 2016, the Executive shall serve as Executive Vice Chairman of the Company, or such other position agreed to in writing by the Company and Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Positions |
eb9b5992-ea95-4c33-b830-30614c647487 | Clause:
The historical financial statements (including the related notes and supporting schedule) contained or incorporated by reference in the WES SEC Documents, (a) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (except that certain supporting schedules ... | Label: Financial Statements |
6d9cb8a5-7855-47f9-b8e6-5fddee5304f3 | Clause:
The Subsidiary Guarantors jointly and severally agree that, as between the Subsidiary Guarantors and the Lenders, the obligations of Borrower under this Credit Agreement may be declared to be forthwith due and payable as provided in Article IX of this Credit Agreement (and shall be deemed to have become automat... | Label: Remedies |
ca2c8d30-fa6d-462e-b898-82462a3d5341 | Clause:
This Agreement must be signed by Anaya and delivered to the Company (Cantel Medical Corp., Attention: Peter Clifford, EVP and CFO, 150 Clove Road, Little Falls, New Jersey 07424-2139) no later than November 14, 2016 (the “Deadline”). Provided that this Agreement is timely signed by Anaya and timely delivered t... | Label: Effective Dates |
bde8b1ee-de28-445c-bf8c-420c6e3de2f2 | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance ... | Label: Insurances |
56c4e115-3ce1-47e4-a10f-75405b950f12 | Clause:
Pursuant to the terms of the salary continuation agreements dated December 18, 2002 and January 22, 2014, by and between Ocean Bank and Mr. Brady (the “ Salary Continuation Agreements ”), Mr. Brady shall be entitled to receive an annual benefit equal to $278,357 (the “ Benefit Amount ”). The Benefit Amount shal... | Label: Payments |
df292705-9b86-4632-b719-359695e0d88f | Clause:
Borrower will not, and will not permit any of its Subsidiaries to use the proceeds of any loan made hereunder for any purpose other than (a) on the Restatement Closing Date, to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplat... | Label: Use Of Proceeds |
72b7707a-5b74-4644-8d76-65af9603c587 | Clause:
Any purported termination of your employment by the Corporation or by you following a Change in Control shall be communicated to the other party by a Notice of Termination. A Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable d... | Label: Notices |
c990c1ec-f1df-4b12-ba10-d0d794feece8 | Clause:
To the extent not preempted by U.S. federal law, this Agreement shall be governed and interpreted in accordance with the laws of the State of Florida, except that no effect shall be given to any conflicts of laws principles that would require the application of the laws of a state or territory other than Florid... | Label: Governing Laws |
9dc514b6-dc67-4401-b332-278dfdd398f7 | Clause:
Buyer and Parent shall bear and pay after the Closing as they become due and payable, any Taxes, including sales taxes, transfer taxes, documentary charges, recording fees or similar taxes, or governmental charges or fees, that may become due and payable in connection with the transfer of the Purchased Assets t... | Label: Sales |
5a25c6ee-8cc5-491c-b656-72e9cbb5368c | Clause:
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflict of laws principles. You agree that all disputes arising under or out of this Agreement shall be brought in courts of competent jurisdiction within the Commonwealth of Massac... | Label: Jurisdictions |
21cb5ddd-db9d-4506-9c92-79a2295c637c | Clause:
Unless otherwise defined in this Amendment, terms defined in the Credit Agreement shall have their defined meanings when used herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Defined Terms |
dd8946dc-b2ca-4c1f-8bf0-71da0b85f5a8 | Clause:
The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its employees or directors. This section does not, in an... | Label: Non-Disparagement |
68f6c2fe-189e-4616-aa79-e2a1b6ce0ff7 | Clause:
Your title will be Executive Vice President and Chief Commercial Officer reporting to the Chief Executive Officer of the Company. This is a full-time position in the Company’s Marina Del Rey, CA location. By signing this letter agreement (this “Agreement”), you confirm to the Company that you have no contractua... | Label: Positions |
4d6b35d2-7ef4-4e77-abc2-d480eacd33f1 | Clause:
This offer letter may be executed (i) in counterparts, each of which shall be an original, with same effect as if the signatures hereto were on the same instrument; and (ii) by facsimile or pdf. The parties agree that such facsimile or pdf signatures shall be deemed original signatures for all purposes.
Task: ... | Label: Counterparts |
54168ac7-de68-48ec-b7bf-158cc6eb685f | Clause:
As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Defined Terms |
f8571ef1-94b9-4747-92ab-0b4e192c6caa | Clause:
(a) The Loans comprising each ABR Borrowing, including each Dollar Swingline Loan, shall bear interest at the Alternate Base Rate plus the Applicable Rate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Interests |
bf8aee8b-e9fd-4818-ab3d-dd8bfee026da | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of the ... | Label: Successors |
c3e3afed-f70b-472f-975b-b782df74f342 | Clause:
The Company shall indemnify the Executive to the same extent as it indemnifies its other executive officers and members of its Board under its charter or bylaws, as in effect from time to time. The Executive agrees to promptly notify the Company of any actual or threatened claim arising out of or as a result of... | Label: Indemnifications |
a373dc7e-1baa-4437-9282-edb783c9d620 | Clause:
The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws. The Holder may only exercise his or her rights in respect of the Plan to the extent that it would be lawful to do so, and the Company would ... | Label: Governing Laws |
6cb608d7-f478-4802-97f6-f94cafce9572 | Clause:
Except as otherwise provided in this Section 5(l), this Plan shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors and assigns. Neither this Plan nor any right or interest hereunder shall be assignable by the Participant, his beneficiaries, ... | Label: Assignments |
1ece07fd-0408-49f2-a74e-c899c4187fbc | Clause:
As of the Closing Date, after giving effect to the Transaction, there are no members of the Restricted Group other than those specifically disclosed in Schedule 5.12 , and all of the outstanding Equity Interests in each member of the Restricted Group that are owned by Parent or another Loan Party have been vali... | Label: Subsidiaries |
fcbc76c1-cfa8-4797-8867-c000308e3f72 | Clause:
The issuance of Conversion Shares on conversion of this Note shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required to pay any tax that may be payable... | Label: Expenses |
5cb07baf-a641-4301-8174-7c1b3f45c718 | Clause:
The Company will not be obligated to issue or deliver shares of Common Stock pursuant to this award unless the issuance and delivery of such shares complies with applicable law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the requir... | Label: Compliance With Laws |
16ecb326-421a-493a-8809-aaf6e5142227 | Clause:
This Agreement may be amended from time to time by the mutual agreement of the parties hereto, with the consent of 100% of the holders of the Regular Certificates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Amendments |
b320dfee-7db1-4cca-b499-41bfc8b4d6f3 | Clause:
Except as disclosed in the Registration Statement, there is no action, suit or proceeding before or by any Governmental Entity, now pending or, to the knowledge of the Company, threatened, against or affecting the Company, or any of the Company, its assets or properties, which could reasonably be expected, indi... | Label: Litigations |
ca69451b-a9d0-4337-8caf-d2a38fc6ac4b | Clause:
Notwithstanding anything in the Plan or otherwise set forth in this Agreement to the contrary, upon the occurrence of a Change in Control , the Option, if outstanding, shall vest and become exercisable in full, except to the extent that another award meeting the requirements of this Section 8 is provided to P... | Label: Change In Control |
41dfcfed-5cd3-41fe-ab42-dfc1ab0d0c4f | Clause:
The Company agrees to pay as incurred, to the full extent permitted by law, all legal, accounting and other fees and expenses which the Executive may reasonably incur as a result of any claim or contest (regardless of the outcome thereof) by the Company, the Executive or others regarding the validity or enforce... | Label: Expenses |
4767a8b6-4d6e-4f37-8d2b-22a5f1018460 | Clause:
If Borrower is an entity: (i) Borrower will maintain its existence in good standing under the law of the State or Country of its organization; (ii) will maintain its qualification as a foreign entity in each jurisdiction in which the nature of its business requires such qualification; and (iii) will not merge w... | Label: Existence |
269ddc40-e34b-4393-858f-405d9d00b6a3 | Clause:
The Participant acknowledges and agrees that the Restricted Stock award and any other form of compensation granted to the Participant in connection with this Agreement, are subject to the provisions of Section 9 of the Plan and, as a result, are subject to determination(s) by the Committee that such Restricted ... | Label: Forfeitures |
4ffadba7-8dda-4131-bf27-b5eaf16eede6 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed p... | Label: Capitalization |
ca83c664-749a-4bb4-9e6a-7b08911c92d0 | Clause:
Notwithstanding anything herein to the contrary, the provisions of Sections 7, 8, 9, 10, 11, 12 and 14 above and Sections 20, 22 and 23 below shall survive the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Survival |
4f485d14-9c4d-4b4a-b9be-c417cf4b37c2 | Clause:
A Participant will at all times be fully vested in his Excess Deferral Account. A Participant is vested in his/her Excess Matching Contribution Account and Economy Supplemental Account to the same extent that he/she is vested in the comparable account under the Travelers 401(k) Savings Plan (or a successor pla... | Label: Vesting |
c4023999-9813-4eac-9e83-248d1d451c5b | Clause:
If there is any change in the number or kind of shares of Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, ... | Label: Adjustments |
45b1896d-234d-4b02-a622-a885f06cb333 | Clause:
Notwithstanding Section A above, in the event of a Change in Control of the Company, the Plan shall automatically terminate with respect to all participants, and the amounts credited to participants’ book accounts shall be distributed to the participants in a lump sum cash payment within five business days foll... | Label: Change In Control |
abbcd8ff-6c99-4eb8-8bfb-79ce31c1a496 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY, AND CON STRUED IN ACCORDANCE WITH, THE LAW 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, ... | Label: Governing Laws |
dcf968d9-242e-43ba-a5fd-e016ac16b08b | Clause:
(a) The pension schemes of each Group Member are funded to the extent required by law or otherwise to comply in all material respects with the requirements of any law applicable in the jurisdiction in which the relevant pension scheme is maintained, in each case, where failure to do so would have a Material Adv... | Label: Erisa |
005cb039-0a9b-41a2-84a9-eed0add0c7b5 | Clause:
This instrument shall be governed by and construed in accordance with the general laws of the State of Illinois, regardless of the laws that might otherwise govern under applicable principles of conflicts laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Governing Laws |
bfa7413a-3918-4cf8-977d-814b2f66ce1a | Clause:
This Agreement shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort, or otherwise, shall also be governed by... | Label: Governing Laws |
9a091cb1-9948-466d-a1b3-fb01f412b23b | Clause:
The Section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part 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, Ass... | Label: Headings |
20743a0d-53d6-42bb-83f4-b2f4adb6787e | Clause:
Assignment or attempted assignment by any Seller Party or Guarantor of this Agreement or any rights hereunder without first obtaining the specific written consent of Buyer, or the granting by any Seller of any security interest, lien or other encumbrances on any Purchased Assets, Mortgage Loans or Contributed A... | Label: Assignments |
71f5c2e5-b282-4925-beda-739999c6fd71 | Clause:
Grantor has good title to the Collateral free and clear of all liens, security interests, encumbrances or adverse claims, except for the security interest created by this Agreement. No dispute, right of setoff, counterclaim or defense exists with respect to all or any part of the Collateral. Grantor has not e... | Label: Liens |
b9723e7d-60b3-4216-90db-a435a1dbce9a | Clause:
The Parties hereby acknowledge and agree that if, on or before the Closing Date, Buyer or any of its representatives, has actual knowledge of any violation or breach by the Company or any Seller of any representation, warranty, covenant, obligation or agreement contained in this Agreement or the Exhibits, Annex... | Label: Disclosures |
b896b6af-9e3a-4914-89aa-0cfe7920146c | Clause:
By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The First Lien Credit Agreement Secured Parties have appointed the First Lien Collateral Agent as collateral agent pursuant... | Label: Authorizations |
c111c267-60aa-4101-8ed0-686eb0e8252c | Clause:
During the term of Executive's employment hereunder, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on business or at the request of and in t... | Label: Expenses |
78b24f63-b5a5-4710-8ad4-99031d5b3ef6 | Clause:
Except as otherwise expressly provided herein, all notices and deliveries referred to in this Warrant shall be in writing and shall be delivered personally, sent by reputable overnight courier service (charges prepaid) or sent by registered or certified mail, return receipt requested, postage prepaid and shall ... | Label: Notices |
1793efae-f6fe-4fbd-a847-f670ab500ebd | Clause:
A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the a... | Label: Change In Control |
76c4ef90-1615-4de3-9dbf-064fedfafb6d | Clause:
To Seller’s knowledge, except as set forth on Schedule 6.1(f) attached hereto, no litigation has been served upon Seller, or threatened in writing, with respect to Seller or the Real Property or the Property that remains outstanding and which would adversely affect Seller’s ability to convey the Real Property o... | Label: Litigations |
398e8803-a88d-4dcb-a719-f8fa77671606 | Clause:
No change or modification of this Agreement shall be valid unless the same is in writing and signed by all parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Modifications |
d6267c91-b62c-4fab-8309-a3ed5883fffc | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, in... | Label: Counterparts |
f85691a2-54a9-4482-9ffd-a4cd2fcc2195 | Clause:
If any provision of any Loan Document is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of such Loan Document shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, i... | Label: Severability |
49fe1847-a6b7-460a-8c54-6a616db336b7 | Clause:
All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Agent, for the account of the respective Lenders to which such pay... | Label: General |
bbed1abb-da8f-404c-8b1d-abb9c8b0ea17 | Clause:
Upon receipt by the Company of an Undertaking by Indemnitee, the Company shall pay or reimburse Expenses incurred by Indemnitee in connection with a Proceeding, any action or proceeding contemplated by the last sentence of Section 2 of this Agreement and any determination contemplated by Section 5 of this Agree... | Label: Expenses |
b6148f8d-2ac4-47b9-a908-01c984bbb875 | Clause:
Neither the Parent Borrower nor any of its Restricted Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect which would be reasonably expected to have a Material Adverse Effect. Since the Third Amendment Effective Date, no Default or Event of Default has occurred ... | Label: No Defaults |
0969684a-cc77-41a8-bcde-33d5d1b75e50 | Clause:
During the Term, the Company shall pay Employee an annual base salary per year in an amount not less than $20,000. Such annual base salary shall be payable in accordance with the Company’s customary China pay schedule. During the Term, the base salary of Employee shall not be reduced below the minimum required ... | Label: Base Salary |
b6a3e048-75b3-4967-9241-a28c39b7c972 | Clause:
With effect from March 1, 2016, Base Salary will be paid at an annualized rate of $270,000, which will be subject to annual review and adjustment by the Committee or the Board but will not be reduced below $270,000. Such amounts will be payable to Executive in accordance with the normal payroll practices of the... | Label: Base Salary |
e3b69ed8-bd3d-4829-b572-5fa5d20ff842 | Clause:
The Plan was originally adopted by the Board on May 2, 2013, and became effective as of that date. The Plan was amended and restated by the Board on March 3, 2015, effective as of January 1, 2015 and on March 21, 2016, effective as of January 1, 2016.
Task: Classify this clause into ONE of these types (exactly... | Label: Effective Dates |
fc6a66e0-edf8-4d93-8d70-efd3cd22a3cc | Clause:
No course of dealing on the part of any party hereto or its agents, or any failure or delay by any such party with respect to exercising any right, power or privilege of such party under this Agreement or any instrument referred to herein shall operate as a waiver thereof, and any single or partial exercise of ... | Label: Waivers |
3dc80272-a0cd-4e81-be65-9cd49dce4078 | Clause:
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE PARTIES IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTI... | Label: Waivers |
f6064eb7-accc-43aa-879f-f93ced9e22d9 | Clause:
Any notice or demand to Guarantor hereunder or in connection herewith may be given and shall conclusively be deemed and considered to have been given and received upon the deposit thereof, in writing, in the U.S. mails, duly stamped and addressed to Guarantor at the address of Guarantor shown below; but actual ... | Label: Notices |
d5fc2bd9-7b32-46c2-8c02-10053b2e4c7c | Clause:
Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the Participant’s tax obligations that must be withheld by the Company and/or its Subsidiaries by withholding in Ordinary Shares to be issued upon vesting of the Units, or in the sole discreti... | Label: Withholdings |
7e8ac878-9311-4649-aec4-3dbe4ccca44d | Clause:
This Agreement and the Plan contain the entire understanding and agreement between the Company and the Grantee concerning the Restricted Stock Units granted hereby, and supersede any prior or contemporaneous negotiations and understandings. The Company and the Grantee have made no promises, agreements, conditi... | Label: Entire Agreements |
0723b6cf-381c-43e0-a67a-50250d692355 | Clause:
Schedule 4.15 sets forth all the Subsidiaries of the Borrower at the Closing Date (after giving effect to the Transactions), the jurisdiction of their organization and the direct or indirect ownership interest of the Borrower therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Subsidiaries |
9aa44896-346b-4546-adeb-75b33046e6c7 | Clause:
Upon the occurrence of any Event of Default, all sums due and payable to the Holder under this Note shall, at the option of the Holder, become due and payable immediately without presentment, demand, notice of nonpayment, protest, notice of protest, or other notice of dishonor, all of which are hereby expressly... | Label: Remedies |
41509e91-b86e-4cf6-a343-14c4a02dea71 | Clause:
The Employer shall promptly reimburse the Executive for (a) all reasonable expenses the Executive pays or incurs in connection with the performance of the Executive’s duties and responsibilities in connection with his employment, upon presentation of expense vouchers or other appropriate documentation for such ... | Label: Expenses |
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