id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f801bb07-2e58-4b79-b882-a900fc11806e | 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 |
98d6079c-5dcc-4d84-8058-f5ec4ed15026 | Clause:
Each Borrower will comply with the applicable provisions of ERISA except where the failure to comply could not reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Erisa |
4196ab4e-f94f-456c-81bc-cd06b3774f8d | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees t... | Label: Governing Laws |
cefe3073-a007-4a9b-8bca-93b3aa29bafd | Clause:
Options granted under this Section 6 shall be exercised by the delivery of a written notice to the Company, setting forth the number of Shares with respect to which the Option is to be exercised and specifying the method of the Exercise Price. The Exercise Price of an Option shall be payable to the Company: (i... | Label: Payments |
25cfe50b-8fc0-4c93-b0d7-d9da853c79b3 | Clause:
PPG shall pay to the Administrative Agent for its own account such fees as may from time to time be agreed between PPG and the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Fees |
652c144a-84ed-4f09-b0c1-7ab5b1c8bbb3 | Clause:
Each party guarantees, warrants and represents that its execution and consummation of this Agreement have been duly authorized by all appropriate company action, and the individual or individuals signing this Agreement have the power, authority and legal capacity to sign this Agreement on behalf of and to bind ... | Label: Authority |
1ca088d3-531f-4135-a215-687f44403b5d | Clause:
If any one or more of the provisions of this Agreement shall for any reason be held to be illegal or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement or the validity or enforceability of such provision. The unenforceable provision shall be treated as seve... | Label: Severability |
d1600132-5424-474a-ae0d-e9661dc11419 | Clause:
The Company has the corporate power to execute and deliver each of the Company Transaction Documents and to enter into its obligations thereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Powers |
3081c4e2-8c30-42c2-a22d-dd9838c5d6ff | Clause:
Any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and shall be deemed to have been duly given ( a ) if sent by registered or certified mail in the United States return receipt requested, upon receipt, ( b ) if sent by nationally recognized ove... | Label: Notices |
559e1f71-a12b-4e0a-959c-b1a6e00a5d68 | Clause:
This Agreement and the Notes shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to principles of conflicts of law and choice of law that would cause the laws of any other jurisdiction to apply.
Task: Classify this clause into ONE o... | Label: Governing Laws |
f8c284ec-ea23-4697-9c21-397de91ab758 | Clause:
Except as set forth on Schedule 5.9 , no Target Company is or has been in material conflict or non-compliance with, or in material default or violation of, nor has any Target Company received, since January 1, 2009, any written or, to the Knowledge of the Company, oral notice of any material conflict or non-com... | Label: Compliance With Laws |
27dfae53-7e4c-43ea-93e6-83508f44f57f | Clause:
This Agreement may be terminated upon sixty (60) days written notice without cause or penalty, by either party (if by the Company, only upon approval of a majority of the Independent Directors).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Terminations |
3eddf1ad-c500-4de7-bbcb-4871ce3d14b2 | Clause:
This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participants, and their heirs, successors, assigns, and personal representatives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Binding Effects |
5be4d9fc-0310-4a94-8326-79d97fdebe0a | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition o... | Label: Severability |
b6319166-9fb7-4a28-bd98-a265718a712e | Clause:
Subject to the terms herein, the Guarantor (i) guarantees to the Holders and the Trustee the full and prompt collection of the principal amount due under the Supported Debt, but not any accrued and unpaid interest thereon or any fees or other amounts of any kind whatsoever that shall be due to the Holders by th... | Label: Consents |
0fa9fd18-db82-46f4-86ac-597d1f004b67 | Clause:
All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder and resignation or removal of the Administrative Agent, the Collateral Agent, the Swing Loan Lender or any Issuer.
Task: Classify this clause into ONE of... | Label: Survival |
b9ddb3b2-5f3b-4c4b-a13a-22cc094a5301 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or L/C Obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or L/C Obligations giving rise thereto (including by the termination of Defaulting Lender status of the applic... | Label: Releases |
fb802f57-f2d9-42bf-9c1d-065bc7b5e002 | Clause:
Notwithstanding any reference in this Agreement to an arbitrator or arbitration proceeding, no party hereto shall be deemed to have agreed to enter into or participate or be bound by any arbitration unless such party separately and specifically so agrees in writing.
Task: Classify this clause into ONE of these... | Label: Arbitration |
eb196f7d-1860-4969-92c9-f5076c7eeca9 | Clause:
In consideration of the payment of $ by the Assignee to the Assignor, the receipt and sufficiency of which payment are hereby acknowledged, effective on , 20 (the “ Effective Date ”), the Assignor hereby assigns to the Assignee [(or to (the “ Assignee’s Funding Ag... | Label: Assignments |
9c0447f3-e4dc-474d-b121-97b3837d9365 | Clause:
Each of DEAC and the DEAC Controlling Shareholder has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by DEAC and the DEAC Controlling Shareholder, a... | Label: Authorizations |
35c9bd59-88f3-4c92-856e-91538774f37d | Clause:
The provisions of ARTICLE 1, Section 2.4 (last four sentences), Section 2.5, Section 2.8, ARTICLE 8, Section 9.1, Section 9.2.2 (first two sentences), Section 9.2.3, Section 9.4 (first sentence), ARTICLE 10, Section 11.2 (last sentence), Section 11.3, Section 11.4, ARTICLE 12, Section 13.4 (except for Section 1... | Label: Survival |
cc721ba7-5562-479c-91a9-fc309a759aac | Clause:
Company has filed all required Public Reports for the one year preceding the Effective Date. As of their respective dates or as subsequently amended, the Public Reports complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the Commission promul... | Label: Financial Statements |
2f773109-1182-4845-bc18-13a6f1c1a7d0 | Clause:
This Agreement will be construed and enforced under and in accordance with the laws of the State of Maryland. The parties agree that any appropriate state court located in Prince George’s County, Maryland, will have jurisdiction of any case or controversy arising under or in connection with this Agreement and ... | Label: Applicable Laws |
aeeda413-e07a-4f39-a138-80ed9a725d7b | Clause:
Each Borrower possesses adequate licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications, tradestyles and trade names to continue to conduct its business as heretofore conducted by it except to the extent that the failure to possess such items would not have a Mater... | Label: Intellectual Property |
2efe6967-cec9-4bd7-a6f8-ad022ca91829 | Clause:
Except as otherwise set forth in this Agreement, all records and data relating to Employees shall, in each case, be subject to the confidentiality provisions of the Separation Agreement and any other applicable agreement and applicable law.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Confidentiality |
c5ce50d4-a555-456b-8081-75dcd1d58f10 | Clause:
The parties agree and understand that other than as specifically amended in this Agreement, the Employment Agreement, the Management Stockholders Agreement, the 2011 Option Agreement, and the 2015 Option Agreement remain unchanged and, except as amended herein, each such agreement remains in full force and effe... | Label: Entire Agreements |
6d779ed7-e371-4d48-9044-2b740689b7d1 | Clause:
During the Employment Period, the Employer will pay to Executive a base salary at the rate of at least $195,000 per year (“ Base Salary ”), less normal withholdings, payable in equal monthly or more frequent installments as are customary under the Employer’s payroll procedures from time to time. In accordance w... | Label: Base Salary |
fe1068d5-2882-473e-aa77-7ef6e8931087 | Clause:
From and after January 1, 2017 (which shall be the “Effective Date” of this Agreement), Executive shall be employed by the Company in the capacity of Principal; in such capacity Executive shall be a member of the Company’s Management Committee. The principal location of Executive’s employment with the Company s... | Label: General |
936ea3de-b469-4807-b413-768cc6365ce5 | Clause:
It is the desire of the Parties hereto that this Agreement be enforced to the maximum extent permitted by applicable law, and should any provision contained herein be held invalid or otherwise unenforceable by a court of competent jurisdiction, the Parties hereby agree that such provision shall be reformed to c... | Label: Severability |
49435f84-1614-47ca-9855-141fafcdb716 | Clause:
In the event of termination of this Lease Agreement pursuant to Section 13 upon or after the occurrence of a Termination Event, all rights and obligations of the Parties under this Lease Agreement shall terminate without any additional or further liability of any Party to any other Party, except with respect to... | Label: Survival |
635de373-57c1-412f-9bd4-724b9fc45825 | Clause:
Each of Holdings, the Borrower and the Restricted Subsidiaries has good and marketable title to, or a valid license or right to use, all patents, trademarks, servicemarks, trade names, copyrights and all applications therefor and licenses thereof, and all other intellectual property rights, free and clear of al... | Label: Intellectual Property |
6c5e2f8f-418a-42c8-8e71-c22111389de3 | Clause:
If a claim of lien is recorded which affects the Property or Improvements or a claim of lien is served upon Lender, Borrower shall, within thirty (30) calendar days after such recording or service or within ten (10) calendar days after Lender's demand, whichever occurs first: (a) pay and discharge the claim of ... | Label: Liens |
2b5fa393-623b-4c54-bb97-382f3bca3e18 | Clause:
The Company shall use the net proceeds from the sale of the Shares hereunder for working capital and general corporate purposes. In no event shall the Company use such proceeds for: (a) the satisfaction of any portion of the Company’s debt obligations, (b) the redemption of any Common Stock, (c) the settlement... | Label: Use Of Proceeds |
1d7b740d-9ab8-41eb-a20c-6d1cfd9d167d | Clause:
Each Obligor shall execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrat... | Label: Notices |
5aacde73-ed9a-4e1e-8cf8-6451b9f4b1c4 | Clause:
No Member shall use, publish, disseminate or otherwise disclose, directly or indirectly, any Confidential Information that should come into the possession of such Member for other than a proper Company purpose. No Member shall disclose any such Confidential Information except as expressly authorized by this Agr... | Label: Confidentiality |
63fc4d2c-7297-420c-80da-22a710458ce8 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Oklahoma, without reference to its choice of law rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
ede5443a-5467-46ac-b4ac-ec882127fda5 | Clause:
Except as set forth in Schedule 2.3 , the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby, do not, (i) violate or conflict with Seller’s organizational documents, (ii) cause the material... | Label: No Conflicts |
8cdd7ece-150d-4032-9b25-eac617214db4 | Clause:
The Administrative Agent, the Co-Collateral Agents, the Arrangers and the Lenders shall have received the fees (including reasonable fees, disbursements and other charges of counsel to the Agents) to be received on the Restatement Effective Date referred to herein and in the Fee Letter and, to the extent invoic... | Label: Fees |
c2087892-2a8b-4785-8d5d-f1e66f149873 | Clause:
Unless earlier terminated in accordance with this ARTICLE XI, the term of this Agreement (the “ Term ”) shall commence as of the Effective Date and remain in force until the later of (a) the expiration of the last-to-expire of the following (i) all Option Terms, and (ii) the Research Term; and (b) if one or mor... | Label: Terms |
2f9ac73d-5795-491c-852f-92336c53a3f2 | Clause:
Each Unitholder hereby represents and warrants, severally and not jointly, to the LLC and acknowledges that: ( i ) such Unitholder has reviewed and evaluated all information necessary to assess the merits and risks of his, her or its investment in the LLC and has had answered to such Unitholder’s satisfaction a... | Label: Representations |
6749e3a8-35e2-4284-b48b-4d66929c9cc9 | Clause:
The Company shall pay to Executive the sum of THREE HUNDRED THOUSAND DOLLARS ($300,000) as an annual salary (the “ Base Salary ”), payable in accordance with the normal payroll practices of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Base Salary |
538aa411-cab3-47a7-ae35-de03fc3b1134 | Clause:
Terminate or withdraw, or permit any Subsidiary to terminate or withdraw, from any plan defined in Section 4021(a) of ERISA in respect of which the Company or any Subsidiary is an "employer" or a "substantial employer" as defined in Sections 3(5) and 4001(a)(2) of ERISA, respectively, so as to result in any mat... | Label: Erisa |
0e6021ab-e74f-4d8e-9374-7e5e15658885 | Clause:
(a) THIS LETTER AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, AND GOV... | Label: Governing Laws |
a8b16c78-0873-4cac-8733-e5a66395b780 | Clause:
Use the proceeds of the Loans hereunder for capital expenditures, working capital and other general corporate purposes, including refinancing of existing indebtedness and not request any Borrowing, nor use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and ag... | Label: Use Of Proceeds |
0561074d-8743-43c7-a0c2-f5ae7c4d38a3 | Clause:
In the event of any stock dividend, stock split, reorganization or recapitalization, the number of shares subject to the Options and the Option Price will be proportionately adjusted in accordance with the terms of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Adjustments |
50da2adc-3fc5-4e45-a32b-b8b6bc6f8264 | Clause:
This Amendment, from and after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged into this Amendment all prior oral and written agreements on the same subjects by and between the parties hereto with the effect that this Amendment, shall con... | Label: Integration |
228c967b-4218-448d-b3e6-0ab32251b31c | Clause:
Any dispute, controversy or claim arising out of, in connection with, or relating to the performance of this Award Agreement or its termination shall be settled by arbitration in the Commonwealth of Massachusetts, pursuant to the rules then obtaining of the American Arbitration Association. Any award shall be f... | Label: Arbitration |
bb0bd683-5225-4a02-870a-4b712f1b2305 | Clause:
The Borrower and each of its Subsidiaries has timely filed or caused to be timely filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority, all Federal, state, foreign and other material returns, statements, forms and reports for taxes (the “ Returns ”) required ... | Label: Payments |
4edd993a-8413-4d97-9aef-e8a995eb85a9 | Clause:
Executive shall serve as Chief Marketing Officer, North America ( "CMO NA ”) and shall report directly to the Company's Chief Executive Officer ("CEO"). Executive shall have the authority, and perform the duties customarily associated with her title and office together with such additional duties as may from ti... | Label: Duties |
affd2f6d-c4f5-428f-bbd0-446b41274cb7 | Clause:
This Agreement may only be amended by prior written agreement of authorized representatives of each of the 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: Amendments |
55afc7ae-77a9-42cc-bfbf-185357b549d6 | Clause:
Presently, the Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company deems appropriate. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insur... | Label: Insurances |
dc0f4a7a-067e-40aa-8227-4083256d900e | Clause:
The Committee may waive any conditions of or rights of the Corporation or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Grantee without the Grantee... | Label: Amendments |
1c423de0-eaef-4be5-aa2c-73e5bb8a0917 | Clause:
Eligibility for any Severance Benefits is expressly conditioned upon the Eligible Employee’s execution of the Release within the timeframe set forth in the Release, but no later than sixty (60) days following such employee’s Separation from Service, including the Eligible Employee’s written acceptance of, and w... | Label: Releases |
3c0bcccb-1af8-418e-abf1-5eedfeae005e | Clause:
Both before and after giving effect to (a) the Loans made and Letters of Credit Issued on or prior to the date this representation and warranty is made or remade, (b) the disbursement of the proceeds of such Loans to or as directed by Borrower, and (c) the payment and accrual of all transaction costs in connect... | Label: Solvency |
4289ca0e-5be4-4e60-a701-4b77e446b79d | Clause:
The Executive hereby represents and warrants to the Company that neither the execution nor the delivery of this Agreement, nor the employment of the Executive by the Company will result in the breach of any agreement to which the Executive is a party.
Task: Classify this clause into ONE of these types (exactly... | Label: No Conflicts |
85209e16-eb53-402b-bd44-452190cb5e40 | Clause:
If any Event of Default under this Note shall occur, or if Lender incurs any expenses or costs in connection with the protection or realization of any collateral, whether or not suit is filed thereon or on any instrument granting a security interest in said collateral, Borrower promises to pay all costs of coll... | Label: Costs |
bcf959a0-1bcb-4824-ac53-408441ae7cc9 | Clause:
All payments hereunder shall be made without any counterclaim or set-off, free and clear of, and without reduction by reason of, any taxes, levies, imposts, charges and withholdings, restrictions or conditions of any nature (“ Taxes ”), which are now or may hereafter be imposed, levied or assessed by the United... | Label: Taxes |
a70a613e-24e7-481b-a4d1-29a8c85d167a | Clause:
The payments set forth in this Section 2 are subject to all applicable federal, state and/or local withholding and/or payroll taxes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Taxes |
9db75948-766c-4c67-a27d-9566e1a9d781 | Clause:
This Agreement and all questions arising hereunder or in connection herewith shall be determined in accordance with the laws of the State of Delaware without giving effect to its conflicts of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Governing Laws |
ca92fc39-aae4-4692-a743-9623f57f512c | Clause:
(a) Each payment (excluding voluntary and mandatory prepayments which shall be applied in accordance with Section 2.11 and Section 2.12(g) , respectively) in respect of principal, interest or fees in respect of Term Loans shall be applied to the amounts of such obligations owing to such Class of Term Lenders, p... | Label: Payments |
e9df3032-3df8-4a3f-b358-ea1d559b8898 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the Issuing Bank whi... | Label: Amendments |
72caa823-377b-4b62-8031-b5fb6d32b0cc | Clause:
(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borr... | Label: Liens |
e68da636-963e-4006-a33c-bef59bf404e7 | Clause:
Any notice required to be given hereunder to the Optionee shall be addressed to the Optionee at his or her current address shown on the Company’s records. Notice shall be sent by mail, express delivery or, if practical, by electronic delivery or hand delivery.
Task: Classify this clause into ONE of these types... | Label: Notices |
c04c2f55-d036-42d4-8dab-08868d63cb61 | Clause:
Recipient acknowledges that, on the Payment Date when the Performance Shares are issued or otherwise delivered to Recipient, the Value (as defined below) on that date of the Performance Shares (as well as the amount of the Dividend Equivalent Cash Awards) will be treated as ordinary compensation income for fede... | Label: Tax Withholdings |
673a0cd5-3033-4c37-86a9-41f9d867f328 | Clause:
No ERISA Event has occurred and is continuing or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit oblig... | Label: Erisa |
824f8040-5462-4043-a32b-75fafa70a1b4 | Clause:
Within the required time frame following Closing, GSSI will pre-pare and deliver the appropriate financial statements as required by the Securities and Exchange Commis-sion rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Financial Statements |
028e7484-cfea-4538-8419-3e885c379225 | Clause:
Employee shall be eligible to participate in or receive benefits under the health and welfare, deferred compensation and retirement plans generally provided or made available to other senior executive officers of Employer from time to time, including the Executive Choice Plan as a Tier 1 participant, subject to... | Label: Benefits |
e1767c6f-bd12-479d-b8d5-09b2795b61e0 | Clause:
The Servicer’s appointment as Custodian shall become effective as of the Closing Date and shall continue in full force and effect unless and until terminated pursuant to this Section or Section 8.02(a). If the Servicer or any successor Servicer shall resign as Servicer in accordance with the provisions of this ... | Label: Terminations |
52c01d6c-9924-4285-9595-36d3cf07d795 | Clause:
All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by firs... | Label: Notices |
9fc96f18-61d8-4c90-bfcc-08b655364021 | Clause:
No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordin... | Label: Transactions With Affiliates |
f4cf8bd2-3c70-4c00-b8de-9e88981647c3 | Clause:
(a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Termination Date. The Term Loan Commitments shall terminate upon funding of the Term Loans on the Restatement Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Terminations |
c2b610e0-1a60-4f2b-8a0a-a12f6354bb2c | Clause:
Except as expressly permitted hereunder, this Agreement, the Plan and the other Definitive Documentation may not be modified, amended, or supplemented without the prior written consent of the Debtors, the Requisite Majority Consenting Secured Noteholders and the Requisite Majority Consenting Unsecured Noteholde... | Label: Amendments |
1c7fe3cf-fb74-471c-b6c5-d5c38abdcb9e | Clause:
The parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance, together with a processing and recordation fee in the amount of $3,500; provided , however , that Agent may, in its discretion, elect to waive such processing and recordation fee in the case of any assignment. The as... | Label: Assignments |
f6423493-ff96-490a-995a-d1e7759c2df0 | Clause:
(i) The following entities are not subsidiaries of the Borrower: (1) World X Change Asia Co Ltd., (2) SunEdison Residential 1 Ltd., (3) GreenMountain Wind, LLC and (4) Master Development Corona CA and (ii) the following entities have no assets other than de minimis assets: (1) Passadumkeag Wind Holdings, LLC an... | Label: Subsidiaries |
3dda22ad-0b7f-4155-8094-09f1216202ae | Clause:
If a particular provision of the Plan shall be found by final judgment of a court or administrative tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such illegal, invalid or unenforceable provisions shall not affect any other provision of the Plan and the other provisions of the Plan ... | Label: Severability |
09a6fee8-b32f-4c39-b640-7252c85dcabc | Clause:
This Amendment shall, upon satisfaction of the items set forth in Section 8 above, be effective as of the date first set forth above. Thereafter, this Amendment shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender, each of the other parties to the Loan Documents ... | Label: Binding Effects |
7c374d67-be0b-42fd-88c8-e807eedbca15 | Clause:
Neither the Company nor Engaged shall, and each Party will cause each of its Affiliates and Associates not to, issue any press release or public announcement concerning this Agreement without obtaining the prior written approval of the other Party, which approval will not be unreasonably withheld or delayed, un... | Label: Publicity |
66ca243f-db5e-42c6-8611-a1df0d754e62 | Clause:
During the Employment Period, the Company shall pay the Employee a base salary (the “ Base Salary ”) at the rate of $275,000 on an annualized basis. The Employee’s Base Salary shall be payable in accordance with the Company’s customary payroll practices in place from time to time. The Employee’s annual rate of ... | Label: Base Salary |
67569810-15b9-4d44-ac3d-209e658b7bec | Clause:
No Default or Event of Default (each as defined in the Credit Agreement) shall have occurred and be continuing as of the Execution Date. No Event of Default under Section 8.01(a) or (f) of the Credit Agreement shall have occurred and be continuing as of the Amendment Effective Date.
Task: Classify this clause... | Label: No Defaults |
4db9074e-5399-4cc8-bb54-31b3f0f4dc94 | Clause:
All necessary filings pursuant to the HSR Act and the Canadian Competition Act shall have been made and all applicable waiting periods thereunder shall have expired or been terminated, and Competition Act Approval shall have been obtained. There shall be in effect no Legal Requirement or Governmental Order (whe... | Label: Litigations |
b6e060f9-72c6-46e1-b89b-3ee5d79c9de5 | Clause:
If any section or provision of this Agreement or any exhibit hereto shall be determined to be invalid by applicable law, then for such period that the same is invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect.
Task: ... | Label: Miscellaneous |
1ccfb6ab-b789-4338-ab9d-b3d67a8b3240 | Clause:
The Company shall (a) issue a press release disclosing the material terms of the transactions contemplated hereby simultaneously with the execution and delivery hereof (the “ Press Release ”), and (b) by 5:30 p.m. (Pittsburgh, PA time) on the fourth (4 th ) Trading Day following the date hereof, file a Current ... | Label: Publicity |
afa98e84-528e-49c1-849b-637b9cdedda8 | Clause:
This Amendment No. 11 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 11 by telefacsimile or other electronic transmission shall have the same... | Label: Counterparts |
586e5734-851a-45e3-ba1c-e5312efacae6 | Clause:
This Agreement shall be interpreted under and governed by the laws of the State of North Carolina, without giving effect to its choice of law rules. The Client hereby agrees to submit to the personal jurisdiction and venue of the state and federal courts having jurisdiction over Charlotte, North Carolina for a ... | Label: Governing Laws |
d1572a0e-73d8-486d-9901-821b7c77e731 | Clause:
The Transactional Agreements set forth the entire understanding of the parties relating to the subject matter thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter thereof.
Task: Classify this clause into ONE of these types (exactly one... | Label: Entire Agreements |
2280f392-e93e-4954-8f4c-eb530a4bc8f6 | Clause:
(a) Unless previously terminated, each Lender’s Commitment shall terminate immediately and without further action upon the earliest of (x) the Closing Date after giving effect to the funding of such Lender’s Loans on such date, (y) the Termination Date and (z) the termination of the MWI Acquisition Agreement in... | Label: Terminations |
b61648c4-aa3d-43e5-acad-69ec38a4f20b | Clause:
This Release shall be governed by, and enforced in accordance with, the laws of the State of New Jersey without regard to the application of the principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
f79009f3-2901-4aee-af2a-c52db8e651f1 | Clause:
The Executive shall be entitled to paid vacation in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Vacations |
87c93151-9dd6-442c-82b0-38053e28cd10 | Clause:
Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans. Sufficient shares are reserved for issuance upon conversion of the Note (as required by the Note and transfer agent share reserve letter). All of such outstanding shares of capital stock a... | Label: Capitalization |
8189448a-845d-4338-95cd-a7e0ed25e8e6 | Clause:
Company shall indemnify Director from any loss, damage, cost or expense (including reasonable attorney's fees) (“Loss”) arising from or related to a third party claim, demand, assessment. action, suit or proceeding (“Claim”), including without limitation, any Claim arising from or related to Director's services... | Label: Indemnifications |
ff78b03c-6789-478d-b6d6-1e1ee7be386b | Clause:
Any Restricted Share Units that have not vested as of the earlier of the Grantee’s Termination of Employment for any reason or the Expiration Date set forth in the Grant Notice shall thereupon be forfeited by the Grantee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Forfeitures |
bd3129ef-b368-48d6-b15d-a180a8263367 | Clause:
Any termination of Executive’s employment by the Board shall be communicated by written Notice of Termination to Executive and any termination by Executive of his employment with Employer for “Good Reason” shall be communicated by written notice to the Employer within thirty (30) days of the occurrence of the e... | Label: Notices |
379441df-8ebd-4517-84a9-bab37ed0bf2c | Clause:
The representations and warranties of the Credit Parties contained herein shall be true and correct in all material respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Representations |
ec10790c-3aa1-4ae5-8969-878ebed8d7f2 | Clause:
This Agreement shall be governed by, and construed under, the laws of the [ jurisdiction ] (without regard to principals of conflicts of laws), all rights and remedies being governed by said laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Governing Laws |
e36410c2-31b3-4943-bfce-ce287e9315c9 | Clause:
Borrower is not and will not become an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA. The assets of Borrower do not and will not constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Sec. 2510.3-101. Borrower is not and will not be... | Label: Erisa |
403151f8-2b2e-4af6-b112-bd1ca395d24f | Clause:
During the Employment Period, you (and your eligible dependents, as applicable) will be eligible to participate in the employee benefit programs and perquisites made available to similarly situated executives of Artisan at a level commensurate with your position.
Task: Classify this clause into ONE of these ty... | Label: Benefits |
602c0eda-c5ef-4582-8f13-7779753d7991 | Clause:
So long as the Collateral Agent and Lenders agree that Borrower has indefeasibly satisfied the Obligations, in full, in cash (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agree... | Label: Survival |
1a35d055-d833-49ec-bf87-80263e91a018 | Clause:
ANY DISPUTE BETWEEN THE BORROWER, THE ADMINISTRATIVE AGENT, ANY ISSUING BANK, ANY BANK, OR ANY INDEMNITEE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, AND WHETHER ARISING IN CONTRAC... | Label: Governing Laws |
57ade2dd-f777-43b0-b1b7-6813b8982f81 | Clause:
Employee represents and warrants that since the date that Employee received a copy of this Agreement to the date Employee signs this Agreement, Employee has made no critical, disparaging or defamatory comments regarding Employer or the decisions which precipitated the Employee’s separation. Employee further agr... | Label: Non-Disparagement |
f29da402-eafc-4f77-bb25-b1c1a9395307 | Clause:
In the event of a Change in Control (as defined in Section 2.7 of the Plan), the right to exercise this Option shall accelerate automatically and vest in full (notwithstanding the provisions of Section 2 above) effective as of immediately prior to the consummation of the Change in Control. If vesting of this Op... | Label: Change In Control |
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