id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
3492265d-aa35-42bc-96ee-af41f4598170 | Clause:
Each reference to “ten (10) years” in Sections 3.1, 3.2, 3.3, 3.4 and 3.5 of the Original Agreement is hereby deleted and replaced with “fifteen (15) years”.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Amendments |
54d995ff-2f8a-4734-a4c4-bc51232ea0a1 | Clause:
All prepayments made pursuant to this Section 3.3 shall (i) be subject to Section 3.11 and (ii) unless the Borrower shall specify otherwise, be applied first to Base Rate Loans, if any, and then to Eurodollar Loans in direct order of Interest Period maturities. Except as otherwise set forth in subclause (b) a... | Label: General |
a076b256-a22c-4366-8077-671c05aae740 | Clause:
The parties to this Agreement, and each of them, acknowledge, agree, and represent that it: (a) has directly participated in the negotiation and preparation of this Agreement; (b) has read the Agreement and has had the opportunity to discuss it with counsel of its own choosing; (c) it is fully aware of the cont... | Label: Representations |
56570163-b3c0-43f4-a10f-82cb38a0e666 | Clause:
No Shares shall be delivered pursuant to the exercise of the Option until payment in full of the aggregate Exercise Price is received by the Company, and you have paid to the Company (or the Company has withheld in accordance with Section 6 of this Award Notice)) an amount equal to any Federal, state, local and... | Label: Payments |
ca954d77-393f-4450-8b9a-8ae3f8318d59 | Clause:
For purposes of this Agreement: (a) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive and has the inclusive meaning represented by the phrase “and/or;” and (c) the wor... | Label: Interpretations |
44f9a70d-d4a6-493c-82ca-7117facc867e | Clause:
To the extent applicable, the Borrower and each of its Subsidiaries is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any oth... | Label: Anti-Corruption Laws |
354635a2-53b4-4f1f-beeb-70fbf9b4c87a | Clause:
The masculine pronoun wherever used herein shall include the feminine gender and the feminine the masculine and the singular number as used herein shall include the plural and the plural the singular unless the context clearly indicates a different meaning.
Task: Classify this clause into ONE of these types (e... | Label: Terms |
1cc16513-559c-466a-b63f-e074cc564f96 | Clause:
Except as otherwise set forth in the Merger Agreement, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense, whether or not the transactions contemplated hereby are consummated.
Task: Classify this clause into ONE of ... | Label: Expenses |
09144dfd-7792-4a52-825e-5bd8d1eb0b6e | Clause:
All the covenants and provisions of this Warrant shall bind and inure to the benefit of the Holder and the Corporation and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Successors |
add43ff1-5292-403a-92ad-563792ad7191 | Clause:
PROMOTER shall display the official NASCAR logo, the official NASCAR Sprint Cup Series logo and the phrase “NASCAR Sprint Cup Series Championship Event” (collectively, the “Official Logos”) in all publicity, advertising, tickets and promotion relating to each Event, in accordance with subsection 11.u) of this A... | Label: Terms |
c7f89de8-3b81-4287-8689-37b1b2f64966 | Clause:
This Schedule shall have a primary term commencing on the Effective Date and ending 10 years from the Effective Date (the “ Initial Term ”), and may be renewed by Customer, at Customer’s sole option, for one successive 5 year renewal term (a “ Renewal Term ”), upon at least 180 Days’ written Notice from Custome... | Label: Terms |
8e1f3dae-dabe-45b6-958f-3c3314e14576 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemp... | Label: Severability |
b1b2e50d-0d3b-4607-b2c2-9729f51c79a0 | Clause:
Borrower shall reimburse Lender for all reasonable and documented costs and out-of-pocket expenses of every kind actually incurred by Lender in connection with the preparation, negotiation, execution and delivery of this Waiver and any documents and instruments relating hereto or thereto (which costs include, w... | Label: Expenses |
b9ef49cb-5df8-4f6a-b743-50604cea02f1 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party and the consummation of the Transactions, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s O... | Label: Authorizations |
8d265cd9-886f-4ce5-8f93-df6ce86b209e | Clause:
The Plan, as amended and restated effective December 15, 2016, constitutes the entire agreement between the Company and any Participant concerning the subject matter hereof and supersedes in its entirety any and all other plans, agreements or understandings related to the subject matter hereof, including withou... | Label: Integration |
2827acce-1b9b-4192-b3b4-5b6fbcda8994 | Clause:
Any notice to be provided hereunder to a party shall be in writing, and shall be deemed to have been provided three (3) Business Days after being sent as certified or registered mail in the United States mails, postage prepaid, return receipt requested, or the next business day after having been deposited with ... | Label: Notices |
4c959a00-dbc0-4eb6-b149-7b8f70b5a50e | Clause:
This Amendment shall become effective on the date and at the time (the “ Second Amendment Effective Date ”) upon it has been executed and delivered by the Company, the Administrative Agent and the Required Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Effective Dates |
f8041e16-8225-42eb-8fcf-7792b1fcc79b | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (unless such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund) and the forms required by Section 3.01(b) and (c) or S... | Label: Assignments |
e5647fbc-974d-4e1c-bcaf-9e1f5ebc937b | Clause:
Borrower and Lender each hereby waives any and all rights any of them may have to a jury trial in connection with any litigation commenced by or against any of the parties to this Second Amendment with respect to rights and obligations of the parties hereto under this Second Amendment or under the Credit Docume... | Label: Waiver Of Jury Trials |
e1abade2-9204-4c7f-b986-8634faaa6384 | Clause:
Nothing in this Agreement shall be deemed to preclude you from receiving any of the benefits or protections, including without limitation representation, available to you following any Separation under (a) any officers and directors insurance policy maintained by the Company which provides coverage during your ... | Label: Insurances |
b3b5ee18-a134-42a1-8ff5-d07901828718 | Clause:
Executive agrees that, during the Employment Period and for one (1) year thereafter, Executive shall not, in any communications with the press or other media or any customer, client or supplier of OUTFRONT or any of OUTFRONT’s affiliated companies, criticize, ridicule or make any statement which disparages or i... | Label: Non-Disparagement |
03223a17-e9e3-45f1-9a5b-36c69e394340 | Clause:
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Lender, the Administrative Agent, each Issuing Bank, the Collateral Agen... | Label: Releases |
b37373af-5d8e-4bd8-9cdf-b3dbe41aedca | Clause:
Each party agrees not to make any defamatory or derogatory statements concerning the other party (and, in the case of Employee, Employee also shall not make any defamatory or derogatory statements concerning any of the Released Parties). Provided inquiries are directed to ID Systems’ Department of Human Resourc... | Label: Confidentiality |
5e39464e-4362-4a98-ab18-cde40bf20f62 | Clause:
The validity, interpretation, construction and performance of the Plan shall in all respects be governed by the laws of Utah, without reference to principles of conflict of law, except to the extent pre-empted by Federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Governing Laws |
e1d9e77c-cc66-4339-9c6f-ede4b6059633 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Governing Laws |
9d5cd993-6555-4607-a8e3-26d591adbe15 | Clause:
Each Grantor will promptly notify Administrative Agent of (a) any change in any material fact or circumstances represented or warranted by Grantor with respect to any of the Collateral or Secured Obligations, (b) any claim, action, or proceeding affecting title to any material part of the Collateral or the Secu... | Label: Notices |
2a740770-1b27-42e9-875f-3267b6589fc1 | Clause:
This Amendment shall become effective as of the first date (the “ Amendment Effective Date ”) on which the Administrative Agent (or its counsel) shall have received (a) from the Borrower and the Lenders constituting the Required Lenders either (A) counterparts of this Amendment signed on behalf of the Borrower ... | Label: Effectiveness |
d8b40a7f-59c9-4eb6-b21c-ad8753175139 | Clause:
The Company may assign this Agreement to any parent, subsidiary, affiliate or successor of the Company, or to any entity that acquires all or substantially of the Company’s assets of the division in which Executive is employed. This Agreement is not assignable by Executive and is binding upon him and his execu... | Label: Assignments |
fd879c54-185d-4a92-9207-229f2bd83472 | Clause:
The Company agrees to reimburse the Administrative Agent for the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
Task: Classify this clause into ONE of th... | Label: Expenses |
86a61754-f4c9-43a2-b73c-fc5bc27824a0 | Clause:
Santino Walter Productions represents and guarantees it has the right and authority to enter into this agreement and the power to make decisions on behalf of the Denver Annual 420 Rally.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Representations |
d91f852d-cf9e-4d18-bd8d-cd52362e0b9f | Clause:
The proceeds of the Loans will be used only (i) to pay fees and expenses in connection with the Transactions, (ii) finance the ongoing in-house fabrication of new drilling rigs and for contract drilling operations and (iii) for working capital needs and general corporate purposes of the Borrowers and the other ... | Label: Use Of Proceeds |
7e4a0b5b-ccfb-4f2e-aac9-7a0809ac512d | Clause:
During and after the Term, Executive agrees not to make any statement that criticizes, ridicules, disparages, or is otherwise derogatory of the Company; provided , however , that nothing in this Agreement shall restrict Executive from making truthful statements (a) when required by law, subpoena, court order or... | Label: Non-Disparagement |
e1277269-bd50-424f-9706-84706191132f | Clause:
The Plan as amended and restated shall become effective as of August 11, 2016.
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: Effective Dates |
4219e92d-7ad3-40bf-892f-6f15a5632a61 | Clause:
As of the Effective Date of this Agreement, the Indemnification Agreement, the Inventions Agreement and the award agreements with respect to Executive’s outstanding Equity Awards, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or co... | Label: Integration |
87a87f35-99c7-473f-a82e-9154588c51a3 | Clause:
Failure or delay by either party to insist on the strict performance of any covenant, term, provision or condition hereunder, or to exercise any option herein contained, or to pursue any claim or right arising herefrom, shall not constitute or be construed as a waiver of such covenant, term, provision, conditio... | Label: Waivers |
f6f1ae82-92ab-418b-b7e9-c2e673116c40 | Clause:
The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California and has all requisite limited liability company power and authority to carry on its business as now conducted and as proposed to be conducted.
Task: Classify this clause ... | Label: Organizations |
ef0f1786-5df0-4810-989f-a36d73bef720 | Clause:
One or more counterparts of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. The prevailing party in any action or proceeding relating to or arising out of this Agreement shall recover its reasonable attorney... | Label: Counterparts |
fba35f8c-5d6c-4ffd-b20b-36b2d6ee6398 | Clause:
Except as expressly provided herein, this Agreement will not be construed to grant any assignment of, or license under, any intellectual property, Confidential Information or know-how of any Party. Each Party will own and retain all of its right, title, and interest in and relating to its tangible and intangibl... | Label: Intellectual Property |
a7a440ae-9551-4ef9-a120-c5df1570dc43 | Clause:
The Executive understands that the Executive will have twenty-one (21) days from the date of receipt of this Agreement to consider the terms and conditions of this Agreement. The Executive understands that the Executive may execute this Agreement less than twenty-one (21) days from its receipt from the Company,... | Label: Effectiveness |
f1d64e3c-fc33-4c15-914c-dbed4d49984d | Clause:
Except (i) as set forth on Schedule 6.28 and (ii) for transactions that have been entered into on terms no less favorable to the Credit Parties than those that might be obtained at the time from a Person who is not an officer, director or employee, none of the officers, directors or employees of Credit Parties ... | Label: Transactions With Affiliates |
2f547321-5645-47b6-be14-83b060c4def1 | Clause:
Any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America sitting in the Southern District of New York and, by execution and delivery of this Agreemen... | Label: Submission To Jurisdiction |
fd84c7d9-1d46-4315-8935-1e8efb60600f | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Initial Closing has not been consummated on or before October 31,... | Label: Terminations |
ca961bd4-1d14-4e9e-a94b-6cbadf9daa09 | Clause:
The Company, and each of the Investor shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCQB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided , however , that the Company shall be entitled, witho... | Label: Publicity |
1abba1e5-a44d-4dbb-9d4f-2cc35f918812 | Clause:
Sections 6, 7, 8 and 10 shall survive the termination, cancellation or expiration of this Agreement by whatever means for whatever reason.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Survival |
9573e6c8-cf96-4515-a473-c3b986d00c85 | Clause:
The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Expenses |
6307a1ee-d832-4376-8afb-d79b09d4dc0b | Clause:
Notwithstanding anything herein to the contrary, each provision of this Agreement (other than Sections 1 through 6 ) shall survive the termination of this Agreement and termination of employment for any reason or Executive’s ceasing to provide services to Company to the extent necessary to give effect to its te... | Label: Survival |
d582d694-03c9-4d2b-97ce-6d349fbf70eb | Clause:
The execution, delivery and performance by Clayton of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of Clayton and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organ... | Label: Authorizations |
cdd43423-0e67-4928-a988-1cf8deaab0c0 | Clause:
The provisions of this Section 14 shall survive the expiration of the term, or sooner 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,... | Label: Survival |
a5a49745-2178-43af-a6d1-3cbe31e25eb9 | Clause:
Buyer has the legal capacity to execute and deliver this Agreement and the documents to be executed and delivered by Buyer at the Closing pursuant to the transactions contemplated hereby. This Agreement and all such documents constitute valid and binding agreements of Buyer, enforceable in accordance with their... | Label: Enforceability |
dcd6cad1-ef38-4756-b4ec-dade90fee68a | Clause:
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge h... | Label: Entire Agreements |
95d03624-7d67-422d-921f-7932b78f906b | Clause:
Except as otherwise expressly set forth herein, this Agreement, together with the agreements and other documents and instruments referred to herein, embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes and preempts any prior underst... | Label: Entire Agreements |
03cd4480-8a74-4be1-a4fd-665b61e8cda9 | Clause:
This Agreement, the RSA, and the documents to be executed hereunder and thereunder, and the Exhibits and Schedules attached hereto and thereto constitute the entire agreement among the Parties pertaining to the subject matter hereof, and supersede all prior arrangements, understandings, negotiations and discuss... | Label: Entire Agreements |
4fc3fb95-e24f-4c67-8f60-dd6f684dd55e | Clause:
The Company shall, to the greatest extent permitted by applicable law, indemnify each member of the Plan Administration and Plan Investment Committees, and any other employee of the Company, including any officer, who in the performance of his or her duties as an employee exercises any discretion or control ove... | Label: Indemnity |
e89ba50b-56f5-4a4f-bec8-a92401ae6fda | Clause:
This Agreement constitutes the entire agreement of the parties hereto and, except as provided herein, supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter he... | Label: Entire Agreements |
89547ab3-87bf-4b37-b6d0-2ec07bcfa715 | Clause:
To the extent not required to be disclosed by law or applicable regulation by the Company or Executive, the existence of this Release, its terms, and its negotiation shall remain strictly confidential and shall not be disclosed in any manner by Executive to any third party other than Executive’s attorney, tax a... | Label: Confidentiality |
d24afbf8-a54e-4265-a88b-eab82baed3f1 | Clause:
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that the Parties need not sign the same co... | Label: Counterparts |
39dd8efe-3c2c-4116-9331-152576179096 | Clause:
This Agreement supersedes, amends and restates in their entirety, all of the Prior Agreements, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject ma... | Label: Entire Agreements |
c73dd089-7232-45e7-8cb4-62d3011b5bf8 | Clause:
The Company has the requisite corporate power and authority to execute and deliver each of the Transaction Documents, perform its obligations thereunder, and conduct the Offering. The execution and delivery of each of the Transaction Documents by the Company, the performance by the Company of its obligations t... | Label: Authority |
764684f0-416c-4330-a977-3a60e848f7d8 | Clause:
Except as expressly provided herein, this Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Modifications |
bc63aadd-c125-4ef7-bd22-b27be2810232 | Clause:
This Agreement, including the Services Exhibit, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. T... | Label: Entire Agreements |
fab18333-44cb-4b9f-8c7c-c9802d6f6d26 | Clause:
This Agreement shall bind and inure to the benefit of the parties and each of their respective successors and permitted assigns. The Company may not assign either this Agreement or any of its rights, interests or obligations hereunder. The Investor may assign any of its rights, interests or obligations hereunde... | Label: Assignments |
be111c77-f313-40d1-a35f-6ed5cfe28708 | Clause:
No termination of this Agreement shall relieve or discharge PFO of its respective duties, obligations and covenants under this Agreement until HCI Return has been fully and finally discharged and paid, and HCI’s continuing security interest in the Recovery, the Claim(s) and/or HCI Return and the rights and reme... | Label: Terms |
aed95283-b1d6-4a87-a1df-c2e371615e6c | Clause:
The " Term " of this Master Lease is the Initial Term plus all Renewal Terms, to the extent exercised. The initial term of this Master Lease (the " Initial Term ") shall commence on November 1, 2013 (the " Commencement Date ") and end on October 31, 2028, subject to renewal as set forth in Section 1.4 below.
T... | Label: Terms |
03af81ee-6fc7-48ae-a5bb-d14efdb339d3 | Clause:
During Participant’s Service and indefinitely thereafter, neither party shall make any statements, written or oral, to any third party which disparage, criticize, discredit or otherwise operate to the detriment of Participant or the Company, its present or former officers, shareholders, directors and employees ... | Label: Non-Disparagement |
fb7ee7d4-f896-4e86-94bb-8ece63fc10e7 | Clause:
SandRidge agree to reimburse each Secured Debt Representative for its reasonable fees and expenses in connection with this Priority Confirmation Joinder, including the reasonable fees, other charges and disbursements of counsel.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Expenses |
7272353a-c446-4a61-b7f1-61cfa51d6044 | Clause:
This Agreement may be executed in one or more counterparts all of which together shall constitute but one instrument.
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: Counterparts |
ce341dae-fa12-4ae3-b9e6-9fb5918254ca | Clause:
This Agreement shall be governed by and construed under the laws of the state of New York, without reference to its principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Governing Laws |
ee7ae5ce-24ee-4576-b06e-784832dc6599 | Clause:
The headings of all sections of this Agreement are solely for the convenience of reference and are not a part of and are not intended to govern, limit or aid in the construction or interpretation of any term or provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Headings |
a673055c-63ea-4962-bc50-cd469d432cf4 | Clause:
At the regularly scheduled meeting of the Committee held in February of the year immediately following the final year of the Award Period (the “Certification Meeting”), the Committee shall determine the Strategic Payout Factor and certify in writing (which may consist of approved minutes of the Certification Me... | Label: Payments |
fa3f49da-e0a1-4d14-bacc-87cee37ce9ca | Clause:
This Agreement may be executed by the Parties in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same instrument. Signatures electronically transmitted by fax or in .pdf format shall be considered binding.
Task: Classi... | Label: Counterparts |
98ca3876-2944-498f-a957-596478ad07ea | Clause:
The payments and benefits provided hereunder are intended to be exempt from or compliant with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company reasonably determines that any payments or benefits hereunder are not either... | Label: General |
cde6a262-af0a-4ee1-adb7-9d3b8b02c0d1 | Clause:
Consultant agrees that, upon reasonable notice and without the necessity of the Company obtaining a subpoena or court order, Consultant shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), and any investigation and/or defense... | Label: Cooperation |
e9444426-283f-482a-8fa8-95adbd2dde6b | Clause:
If the transactions contemplated herein are not consummated, or following the occurrence of a Termination Date, if applicable, nothing herein shall be construed as a waiver by any Party of any or all of such Party’s rights, other than as provided in Section 16 , and the Parties expressly reserve any and all of ... | Label: Waivers |
e5d09d1a-6b0e-4ba7-a2cb-97a976b46d14 | Clause:
This Agreement shall be deemed severable; the invalidity, illegality or unenforceability of any term or provision of this Agreement shall not affect the validity, legality or enforceability of the balance of this Agreement or of any other term hereof, which shall remain in full force and effect. If any of the p... | Label: Severability |
5c0a7df6-a5d0-4bbf-bcbc-ea8d4b094da4 | Clause:
Except as permitted herein, neither any Seller nor any Seller Party Subsidiary shall sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Agreements), any of th... | Label: Assignments |
3468682e-9f60-465e-b876-e9f6b16482da | Clause:
The Company is not a party to any suit, action, arbitration, or legal, administrative, or other proceeding or pending governmental investigation. To the best of Company’s knowledge, there is no basis for any such action or proceeding, and no such action or proceeding is threatened against the Company. The Compa... | Label: Litigations |
388c4f34-b2df-4a19-89ce-3fddd01d4c45 | Clause:
Except as otherwise modified or provided for herein, the Holders of Series C Preferred Stock shall also be entitled to, and shall not be deemed to have waived, any other applicable rights granted to such holders under the Nevada Corporations Code.
Task: Classify this clause into ONE of these types (exactly one... | Label: No Waivers |
44ae5437-f82f-4376-8b06-65c6ae3af080 | Clause:
In order to maintain the Grantee’s rights with respect to the grant of Stock Units evidenced hereby, upon the occurrence of a Change in Control, the Committee may take such actions with respect to the Stock Units or make such modifications to the Stock Units as are permitted by the Plan.
Task: Classify this cl... | Label: Change In Control |
72d25394-05e2-47d9-b95c-75a613fbe0c4 | Clause:
The Borrower will not, and will not permit any of its Subsidiaries 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) in the ordinary course of... | Label: Transactions With Affiliates |
0e6819d0-642b-4553-a86a-568a38416190 | Clause:
The representations and warranties contained herein shall survive the applicable Closing and the delivery of the Securities for the applicable statute of limitations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Warranties |
a1506271-17e1-476c-b4e2-7f98027e0166 | Clause:
The Lenders severally agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then owed to them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Revolving... | Label: Indemnifications |
869d24f0-1fcf-4c1c-ad5a-e0b9a1990eee | Clause:
The Term of this Agreement may be terminated by either party upon thirty (30) days’ prior written notice.
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: Terminations |
45be7a4b-d09f-47bb-be3c-a424cfe55005 | Clause:
Whenever in this Agreement a Covered Person is permitted or required to make a decision (including a decision that is in such Covered Person’s “discretion” or under a grant of similar authority or latitude), the Covered Person shall be entitled to consider only such interests and factors as such Covered Person ... | Label: Duties |
bf455dd1-4ce7-4864-a2e7-7e689803f641 | Clause:
The Company shall have the power and right, prior to the delivery of Shares pursuant to an Award, to deduct or withhold, or require a participant to remit to the Company (or a Subsidiary), an amount (in cash or Shares) sufficient to satisfy any applicable tax withholding requirements applicable to an Award. Wh... | Label: Taxes |
235bda5f-fd3b-48b0-b3b4-9ad61728691c | Clause:
This Agreement will be construed and interpreted under the State of Delaware, without regard to the principles of conflicts of law. If any controversy among the parties arises out of, or relates to, this Agreement, you and First Data agree and consent to the exclusive jurisdiction and venue of the state and fed... | Label: Governing Laws |
c95d6e7a-e8cd-4110-bbed-0a29186d3f72 | Clause:
This Agreement may be executed in counterparts, each and every one of which shall be deemed an original and all of which together shall constitute one and the same instrument. Each Party may execute this Agreement by facsimile transmission or in Adobe™ Portable Document Format (PDF) sent by electronic mail. Fac... | Label: Counterparts |
0a2e596b-b50c-4d0e-acc8-42b5742dd3a0 | Clause:
The Participant shall regard the information in this Restricted Stock Agreement and its exhibits attached hereto as confidential information and the Participant shall not reveal its contents to anyone except when required by law or for the purpose of obtaining legal or tax advice.
Task: Classify this clause in... | Label: Confidentiality |
c19e2643-b1b0-4c38-8f27-e621560c9e34 | Clause:
Borrowers and other Loan Parties shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Administrative Agent and/or the Documentation Agent to effectuate the provisions and purposes of this Amendment No. 1.
Task: Classify this clause into ONE of th... | Label: Further Assurances |
32824274-926a-4957-9854-cd3f42525175 | Clause:
This Agreement will be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania applicable to contracts to be performed entirely in such state and without regard to the choice of law provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Governing Laws |
054ac3b0-e17c-40e8-901e-1053a800b4e4 | Clause:
This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Counterparts |
7e0b38f2-c1f3-44d0-81f0-43cd6ae80701 | Clause:
At or immediately following the Effective Time, Buyer shall deposit or pay, or shall cause to be deposited or paid, the following amounts in immediately available funds: (i) an amount in cash equal to the unpaid Transaction Expenses to be paid according to the instructions in the Closing Statement and (ii) $200... | Label: Payments |
3ba50e71-2358-4349-b4f0-a7f8b24bb9eb | Clause:
This Amendment expresses the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings, negotiations, correspondence and agreements of the parties regarding such subject matter.
Task: Classify this clause into ONE of these types (... | Label: Entire Agreements |
1ea7807f-4b4a-490b-9eb4-76bab1d8a6ed | Clause:
If either party commences litigation against the other (OR ANY PARTY BRINGS A COUNTERCLAIM AGAINST THE OTHER) IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, INCLUDING, WITHOUT LIMITATION, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, ANY CLAIM FOR... | Label: Waiver Of Jury Trials |
d51c8fa9-8cee-4a67-a3a1-8fb07ee923f8 | Clause:
Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Collateral Agent or any other Secured Party may be resci... | Label: Amendments |
c5a96400-eaef-4f7a-a406-262b33267dc1 | Clause:
The Company agrees that Employee shall be allowed reasonable and necessary business expenses in connection with the performance of Employee’s duties within the guidelines established by the Company as in effect at any time with respect to key employees (“Business Expenses”), including, but not limited to, reaso... | Label: Expenses |
ba44034d-0ebd-4455-b5c0-b457a3c0124e | Clause:
Seller hereby assigns to B.E. Global, and B.E. Global hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations, including tax obligations (but excluding those related to the Subsidiaries (as defined in a Split-Off Agreement between Seller and Quinte... | Label: Assignments |
f6812017-4bcc-4d3b-ae7a-fe47718a5acc | Clause:
THIS AMENDMENT AND, EXCEPT AS OTHERWISE SET FORTH THERIN, THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FED... | Label: Applicable Laws |
47bf8b4c-f07c-4a89-82be-e8ce9b24ef06 | Clause:
No event or condition exists that would constitute a Default or Event of Default before (except for the Specified Defaults) or after giving effect to this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: No Defaults |
cdf7efcd-1d9a-4363-809b-16262ce4e9c6 | Clause:
During the Term of Employment, Executive shall be entitled to paid annual vacation periods and sick leave in accordance with the policies of the Company applicable to officers of Executive’s rank employed by NBTB, NBT Bank, or their affiliates, as in effect as of the Commencement Date or as may be modified by t... | Label: Vacations |
992ccfd8-9316-49f3-91f1-e34887209a3b | Clause:
No amendments to this Guaranty shall become effective or binding on the parties unless agreed to in writing by all of the parties to be bound by the amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Amendments |
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