id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
790f2da2-4b06-4f0e-8ada-24cde67eb2ce | Clause:
The Company shall reimburse Executive for reasonable business entertainment expenses and any other out-of-pocket business expenses incurred in connection with the performance of his duties hereunder, subject to (i) such policies as the Company may from time to time establish, and (ii) Executive furnishing the C... | Label: Expenses |
95f77765-59e7-4693-bd9e-459a905d3715 | 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 Closing has not been consummated on or before March ___, 2016; pr... | Label: Terminations |
0b7c66a1-15a4-460f-a113-c1e4a4402f83 | Clause:
The parties recognize that various other rights rendered under this Agreement are unique and, accordingly, the parties shall, in addition to such other remedies as may be available to them at law or in equity, have the right to enforce the rights under this Agreement by actions for injunctive relief and specifi... | Label: Specific Performance |
f6f98e37-3922-48f6-abd3-96041f4edbe3 | Clause:
No Borrowing Base Obligor shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA. No Borrowing Base Obligor shall sell any Inventory on consignment or approval or any other basis u... | Label: Sales |
ef433c8d-3a21-4285-b5aa-b308c9edf7bf | Clause:
The execution and delivery of, and the performance by Seller of its obligations under, the Facility Documents to which it is a party (a) are within Seller’s powers, (b) have been duly authorized by all requisite action, (c) do not violate any provision of applicable law, rule or regulation, or any order, writ, ... | Label: Authorizations |
eb05cba0-5b04-492c-96e9-c704aa8f8bed | Clause:
The provisions of this Section 2 shall survive the termination of this Agreement, without regard to the reasons therefore.
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: Survival |
f9a9fe3b-1fb0-4e66-9da6-8cde57998d5b | Clause:
Seller maintains insurance against all risks customarily insured against by companies in its industry. All such policies are in full force and effect, and the Seller has not received any notice from any insurance company suspending, revoking, modifying or canceling (or threatening such action) any insurance po... | Label: Insurances |
e2502684-1e19-4ce8-8293-4e1a66541f0e | Clause:
All payments to be made by Borrower shall be made without deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owe... | Label: General |
91bad684-037c-415f-8bf4-2f60bf52f516 | Clause:
Employee shall be entitled to participate in such life insurance, medical, dental, pension, supplemental disability, retirement plans and other programs as may be approved from time to time by Employer for the benefit of its executive employees.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Benefits |
f7176486-393d-42d0-ab3a-798b3e07a389 | Clause:
Until the Discharge of ABL Priority Claims has occurred, each Term Loan Agent, each on behalf of itself and each applicable Term Loan Lender, (a) will not assert or enforce any claim under, Section 506(c) of the Bankruptcy Code (or any successor provision) senior to or on a parity with the Liens on ABL Facility... | Label: Waivers |
03023f19-0db2-4602-9f35-ef7fb54f23d3 | Clause:
The Borrowers will use the proceeds of the Loans drawn on the Effective Date, together with cash on hand of the Company and its Subsidiaries, on the Effective Date to, directly or indirectly finance a portion of the Transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Use Of Proceeds |
ac67f60e-acfd-4173-b328-63bcff35351c | Clause:
The term of this Agreement shall be from the Commencement Date until March 31, 2017 or the earlier termination of this Agreement pursuant to the provisions of Section 6 of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Terms |
56ba352a-c817-42e4-877c-a855546815c2 | Clause:
Each Loan Party owns good and, in the case of real property, marketable title to all of its owned material properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all material Liens,... | Label: Liens |
d85e6c9d-f489-4d41-8e99-d75d2776ccc8 | Clause:
No party or any affiliate of a party shall make, or cause to be made, any publicity, news release or other such general public announcement or make any other disclosure to any third party in respect of this Agreement or any of the transactions contemplated hereby (including, without limitation, disclosure of GS... | Label: Publicity |
8c40064c-b7c2-437e-a554-15a02d883066 | Clause:
Except for those obligations created by or arising out of this Agreement and under (i) any stock option, restricted stock or other equity or equity-based award agreement between Executive and RGP that was executed prior to the Separation Date or (ii) any indemnification agreement between Executive and the Compa... | Label: Releases |
19db98df-9510-43d2-a4e1-b8095785ab16 | Clause:
The Company and each Subsidiary (a) is duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its formation, (b) is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the nature of the property owned... | Label: Organizations |
d743e71e-86a9-4d51-aba3-d712e0f97b6a | Clause:
The authorized, issued and outstanding capital stock of the Company is as set forth in Schedule 2.2 hereto and all issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable. Except as set forth in Schedule 2.2 hereto, (i) there are no outstanding securities o... | Label: Capitalization |
55f14b8e-dd3c-4896-b009-1855aa5092a3 | Clause:
If Tenant fails to make any payment when due under this Exhibit, such failure shall be deemed a failure to make a Rent payment under the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Costs |
42360ff0-56b8-43c9-9b46-0591ed78637c | Clause:
By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2016-2 SUBI Certificate and the 2016-2 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the N... | Label: Agreements |
2dfcd4c1-a203-4d0f-b975-0ebac25c30ee | Clause:
In the event that any provision of this Agreement is found by a court, arbitrator, or other tribunal to be illegal, invalid, or unenforceable, then such maximum extent permissible under applicable law, and the remainder of this Agreement shall remain in full force and effect.
Task: Classify this clause into ON... | Label: Severability |
a05b3b3d-f1c9-462a-83b7-f26d07c3f87b | Clause:
This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing it... | Label: Counterparts |
ecd73f8c-8052-476c-b7a5-42b8aa52b57d | 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 17 , and the Parties expressly reserve any and all of ... | Label: Waivers |
38d15fb8-0732-4874-afea-1eba3eb4c39e | Clause:
Notices shall be given under this Assignment Agreement in the manner set forth in the Loan Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth in the attachment to Schedule 1.
Task: Classify this clause into ONE of these ... | Label: Notices |
f8a00d1e-627f-4ef9-83f2-5234c2793f72 | Clause:
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (rec... | Label: Notices |
774d1a8f-fb29-45fc-bdec-a7d3b0dfee42 | Clause:
The Executive shall not disparage the Company or its officers, directors or employees in any way orally or in writing, and the directors and executive and senior officers of the Company shall likewise not disparage the Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Non-Disparagement |
2b022cbf-cfdf-433d-a9f1-b57328813b90 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrang... | Label: Amendments |
b387c36c-8003-4d44-8876-c1b087a36ddb | Clause:
The COMPANY is a corporation duly organized, validly ex-isting and in good standing under the laws of the State of Nevada. The COMPANY has all requisite cor-porate power to carry on its business as it is now being conducted and is duly qualified to do business as a foreign corporation and is in good standing i... | Label: Organizations |
501f0b66-6802-4016-bb96-0b0c0c567e61 | Clause:
This Lease may be executed in counterpart. All such executed counterparts shall constitute the same agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Counterparts |
9b4e5bd8-4f8e-443b-95eb-a1c349c83e7d | Clause:
This Agreement is effective as of April 11, 2016 (“Effective Date”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits... | Label: Effective Dates |
37a2ff6b-3bf9-47f2-a0cd-b42e4ffca3c7 | Clause:
The representations, warranties and covenants of the Company and each Stockholder contained in this Agreement shall terminate at the Termination Date, and only the covenants that by their terms survive the Termination Date shall so survive the Termination Date in accordance with their respective terms.
Task: C... | Label: Warranties |
05183b53-2f47-4386-b1d4-221600506e51 | Clause:
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party. Signatures on this Agreement which are transmitted... | Label: Counterparts |
4b5cf226-497d-437b-a77e-5f58745426ba | Clause:
The predecessor Asset Representations Reviewer will cooperate with the successor Asset Representations Reviewer engaged by the Issuer in effecting the transition of the Asset Representations Reviewer’s obligations and rights under this Agreement. The predecessor Asset Representations Reviewer will pay the reaso... | Label: Expenses |
a5a8a67b-7097-4b5d-9dab-001f3ff1ab92 | Clause:
This Amendment No. 12 shall be binding upon and inure to the benefit of Borrowers, Guarantors, Agent and Lenders 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, Appro... | Label: Binding Effects |
82121051-2abe-4a69-9622-9a7469f0f1d4 | Clause:
The undersigned person executing this Second Acknowledgment on behalf of Borrower represents and certifies that he is fully empowered to execute and deliver this instrument for and on behalf of Borrower; and all necessary action for the making and delivery of this instrument has been taken and done.
Task: Clas... | Label: Authority |
a3c6d157-bcff-449b-9984-95003f0d64a7 | Clause:
The Employee shall report to the Chief Executive Officer of the Company and any other executive officers as may be determined from time to time by the Board of Directors of the Company. The Employee shall perform all of the normal and customary responsibilities, duties and authorities customarily accorded to, a... | Label: Duties |
4fb160a6-0770-4494-bc4a-361b5ed45fed | Clause:
The properties of the Domestic Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Domestic Borrower or its Subsidiaries, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar... | Label: Insurances |
bb982cb0-8910-4ef2-96fb-8a6e8debf480 | Clause:
No consent or waiver of any party is required or declaration to or filing with any governmental or regulatory authority, or any other third party is required to (a) execute this Agreement, (b) consummate this Agreement and the transactions contemplated hereby, (c) permit Seller to sell the Assets to Buyer, or (... | Label: Consents |
47b32bda-4f63-43b4-8cb3-502b488375f8 | Clause:
Each Lender agrees that it will not disclose (without the prior written consent of the Borrower) (other than to its employees, agents, representatives, auditors, advisors or counsel, its Affiliates involved in the Transaction or the administration of the Credit Documents on a “need to know” basis or to another ... | Label: Confidentiality |
eaa88c31-2d9f-466a-a8ac-daffbfe1bb30 | Clause:
The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than as set forth on Schedule 3.1(g) or pursuant to the exercise of employee stock options under the Company’s stock opti... | Label: Capitalization |
cc2618c2-a725-4362-ba6f-d54441c457cd | Clause:
Notwithstanding anything contained in this Agreement to the contrary, the Company, by written notice to the Executive, shall at all times have the right to terminate this Agreement and the Executive’s employment hereunder if the Executive shall, as the result of mental or physical incapacity, illness, or disabi... | Label: Disability |
ac774442-ac2a-42d1-9c6a-b0872206aaac | Clause:
The L/C Participants agree to indemnify each Issuing Lender (or any Affiliate thereof) (to the extent not reimbursed by the Parent Borrower or any other Loan Party and without limiting the obligation of the Parent Borrower to do so as and to the extent provided herein), ratably according to their respective Rev... | Label: Indemnity |
7d69fb10-b893-490c-aa03-6ca6da8eb991 | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Original Effective Date to but excluding... | Label: Fees |
fc55e60b-41aa-4b3b-96bb-2c70719ca0e7 | Clause:
All covenants, agreements, representations and warranties made by the Obligors herein and in the certificates or other instru-ments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of ... | Label: Survival |
170072c9-d3ff-4534-9528-d94e36e4b76c | Clause:
The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party hereto to the other party. The sig... | Label: Counterparts |
f884b702-ba9b-4593-96aa-dc7c737f0459 | Clause:
Attached to this Amendment as Exhibit 2 is a conformed copy of the Agreement, giving effect to all Amendments through this Fourth Amendment. Except as specifically amended or waived above, the Agreement and the other Documents shall remain unchanged and in full force and effect and are hereby ratified and confi... | Label: Miscellaneous |
0bafcdf4-2a3f-437f-8379-0073fe5e7d39 | Clause:
If the Employee has attained or is over the age of 40 as of the date of Employee’s termination of employment, then Employee has 7 days after Employee signs this Agreement to revoke it and this Agreement will become effective on the 8th day after Employee signed this Agreement, so long as it has been signed by t... | Label: Effective Dates |
053b560a-28af-435f-bccd-c0e9371e931c | Clause:
Tenant agrees to provide Landlord with such information and financial statements of the Tenant requested by Landlord that are required to be included in any filings to be made by Landlord or Landlord's Affiliates with the U.S. Securities and Exchange Commission (the " SEC "), subject to Tenant's right to seek c... | Label: Financial Statements |
45f9b287-83c2-41df-8cd3-fef61e4c92c1 | Clause:
This Agreement may be executed in any number of counterparts, each such counterpart constituting an original but all together one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be as effective as delivery of a manua... | Label: Counterparts |
b032dfa9-c6b8-4e7f-9b89-a7242226b0e5 | Clause:
The failure of the Company to enforce at any time any term of this Appendix C shall not be construed to be a waiver of such term or of any other term. Any waiver or modification of the terms of this Appendix C will only be effective if reduced to writing and signed by both the Employee and the President or Chie... | Label: Waivers |
3748ffce-eb4a-408e-ad13-64f983493f4a | Clause:
Such Borrower and its Significant Subsidiaries has good title to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, except to the extent failure to have such title could not reasonably be expected to have a Material Adverse Effe... | Label: Liens |
01fd1ed7-db55-4ada-a33a-095ce434a01a | Clause:
This Agreement has been duly executed and delivered by the Borrower and each other Loan Party. When the conditions to effectiveness in Section 3 of this Agreement have been satisfied, each of this Agreement and each Loan Document (as amended hereby) is the legal, valid and binding obligation of each Loan Party ... | Label: Enforceability |
1075b863-e8d3-4a70-93e0-e5dc8e78491c | Clause:
The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse... | Label: Compliance With Laws |
e9e8f15c-2e11-4318-b5a6-d531ca70b711 | Clause:
Seller, acting through any of its duly empowered and authorized members, managers, and agents, has all necessary entity power and authority to transact the business in which it is engaged, and has full power and authority to enter into this Agreement, to execute and deliver the documents and instruments require... | Label: Authority |
4677543f-eafc-4efb-9db8-06fc93c25a13 | Clause:
The Company may modify, amend or waive the terms of this Agreement prospectively or retroactively, but no such modification, amendment or waiver shall impair the rights of the Participant without his or her consent, except as required by applicable law, NASDAQ or stock exchange rules, tax rules or accounting ru... | Label: Amendments |
a8afb7c6-11e3-4cb7-b185-f265835dcc96 | Clause:
Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each party hereto (a) certifies that no representative, agent or attorney o... | Label: Waiver Of Jury Trials |
4365fa77-3283-4d45-8108-8310b2882837 | Clause:
Debtor has all requisite corporate or other power and authority to execute this Agreement and to perform all of its obligations hereunder, and this Agreement has been duly executed and delivered by Debtor and constitutes the legal, valid and binding obligation of Debtor, enforceable in accordance with its terms... | Label: Authority |
7cc48218-8b46-4a5e-8654-7920f81da209 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
fc71ed98-8c7f-409c-869b-6d483e46663b | Clause:
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the ad... | Label: Notices |
f7066c00-8d6f-4bb6-a90e-8480c46fec49 | Clause:
Seller shall not enter into any transaction, including, without limitation, the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any Affiliate, unless such transaction is (a) not otherwise prohibited in this Agreement, (b) in the ordinary course of Seller... | Label: Transactions With Affiliates |
c1c62ef8-78d0-4c6c-8264-fd76be59ed17 | Clause:
Except as set forth in the SEC Reports, the Company knows of no pending or threatened legal or governmental proceedings against the Company or any Subsidiary which could materially adversely affect the business, property, financial condition or operations of the Company and its Subsidiaries, taken as a whole, o... | Label: Litigations |
df39a21c-8030-4eb8-a025-f4a6b66ee1dc | Clause:
The Company has all requisite corporate or other powers and authority to execute this Agreement and to perform all of its obligations hereunder, and this Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordanc... | Label: Authority |
7aaa04cc-2f63-427e-afa8-387d2e9a25f7 | Clause:
Pursuant to the terms of this Agreement, the consummation of the purchase and sale of the Purchased Shares hereunder (the “ Closing ”) shall take place at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Suite 2500, Houston, Texas 77002 at 9:00 a.m. (Central Time) on December 22, 2016 or at such other time a... | Label: Closings |
819fc2e1-b403-471c-be82-700d529ac37f | 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 Issuing Bank) to the Issuing Bank and the Admini... | Label: Amendments |
d165ce37-7ac9-4a64-a0b3-125cc168e9cd | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing an... | Label: Severability |
1abfdefe-3176-4d16-9422-1e4c992632e3 | Clause:
Each of the Parent Guarantors shall reimburse the Administrative Agent and the Lenders on demand for all reasonable and documented out-of-pocket costs, expenses and charges incurred by the Administrative Agent and the Lenders in connection with the performance or enforcement of this Guaranty, subject, in each c... | Label: Expenses |
2e8c8a15-8887-4854-8f5f-2629d266dc5d | Clause:
The term of this Agreement shall commence on the Effective Date and shall last in perpetuity, subject to Section 6.2.
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: Terms |
29f2d9df-3795-4df5-9db5-f12a007a199b | Clause:
The Executive hereby covenants and agrees that the Executive shall not, directly or indirectly, make or solicit or encourage others to make or solicit any disparaging remarks concerning the Company or its affiliates, or any of its products, services, businesses or activities; provided that the foregoing restric... | Label: Non-Disparagement |
8c72e463-1624-4f4a-89e8-90f3eeba1a0d | Clause:
The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available or granted by law, including recovery of damages. Each of the parties hereto will be entitled to specific performance of its rights under this Warrant. The Company acknowledges that a breach by it of its ob... | Label: Remedies |
a2b27934-4f1b-4969-b987-b22893bdd47e | Clause:
Assignor hereby sells, transfers, assigns, delivers and conveys to Assignee, its successors and assigns, and Assignee hereby accepts from Assignor, all right, title and interest of Assignor in, to and under the Purchase Agreement. Assignee hereby assumes all of the obligations of the “Purchaser” under the Purch... | Label: Assignments |
3d6d3fd9-f324-4fa0-8dad-81ef1652ec09 | Clause:
Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 4.4(h) , each notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have been given upon the Administrative Agent’s (or its delegate... | Label: Notices |
4958bdee-a1cb-43dd-9a13-16ec2f2b3827 | Clause:
A Participant will have a vested and non-forfeitable right to the credits made under this Section, and any deemed investment gains or losses, if the Participant terminates employment with the Company and its Affiliates after having completed at least three (3) years of service. If the Participant terminates emp... | Label: Vesting |
58016a93-4e06-49a1-99ad-e8323cbd0b70 | Clause:
In the event of a Change in Control and the termination by the Company (or a successor company as a result of the Change in Control) of the Grantee’s employment with the Company, a subsidiary of the Company (or a successor company as a result of the Change in Control) other than for Cause within the Change in C... | Label: Change In Control |
e3a81ecd-30a2-498c-a9ca-49e6be413550 | Clause:
Subject to the satisfaction of the conditions set forth in Section 3 below, and in reliance upon the representations and warranties of the Loan Parties set forth in Section 4 below, Agent and Lenders hereby waive the Existing Events of Default. This is a limited waiver and shall not be deemed to constitute a wa... | Label: Waivers |
150a1d2f-fa11-47ea-bbf4-179d04ecf24d | Clause:
No Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business ... | Label: Sanctions |
b70741ac-b2c6-41df-a4e2-1054ec6d0610 | Clause:
Purchaser shall indemnify, protect and hold the Indemnified Parties harmless from and against any and all claims, actions, judgments, liabilities, liens, damages, penalties, fines, costs and reasonable attorneys' fees, foreseen or unforeseen, asserted against, imposed on or suffered or incurred by Seller direct... | Label: Indemnity |
1bed5589-c163-4b5c-9c09-c66b032e086f | Clause:
Other than a request made pursuant to Landlord’s HVAC Request Procedure, no notice, demand, statement, designation, request, consent, approval, election or other communication given hereunder (“ Notice ”) shall be binding upon either party unless (a) it is in writing; (b) it is (i) sent by certified or register... | Label: Notices |
aa275e5b-1c6a-4f03-91cd-ce18936342fc | Clause:
Client is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Organizations |
28a9878e-8b7a-4d9e-abf0-95ad7fd0aa92 | Clause:
The Article, Section and Paragraph headings contained in this Transition Services Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Transition Services Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Headings |
66ec93ee-ff55-4bd7-a066-3706d21bb26d | Clause:
In this Consent and Amendment, section headings are inserted for convenience of reference only and shall be ignored in the interpretation of this Consent and Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Headings |
ababdcb3-566e-407c-b0d3-fe85958fd996 | Clause:
Except as otherwise permitted by Section 2.14 with respect to borrowing notices, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (a) in the case of the Borro... | Label: Notices |
d262b8c9-aeba-4f6b-a3bf-9f296a58543a | Clause:
To the extent permitted by law, the Maker hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Waivers |
962c07e6-33a5-4207-8074-9062afb0eab9 | Clause:
The parties hereto, shall, at any time and from time to time, following the execution of this Agreement, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Agreement.
Task: Classify this cl... | Label: Further Assurances |
a78804a5-5cfd-4ef5-b716-901a3f9e792a | Clause:
No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies pro... | Label: Remedies |
cc5ced5b-0c71-4d34-85ad-06bef0ec4aba | Clause:
In consideration of Taggart’s execution and delivery of this Agreement and purchase of the Shares hereunder, and in addition to all of the Company’s and GMS’s other obligations under this Agreement, the Company and GMS shall jointly and severally defend, protect, indemnify and hold harmless Taggart from and aga... | Label: Indemnifications |
9bd82ba3-5cb1-4a57-a737-a0f8d23e21d9 | Clause:
(i) To the Company’s Best Knowledge, the Company is in compliance in all material respects with each law that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets. (ii) To the Company’s Best Knowledge, no event has occurred or circumstance exists... | Label: Compliance With Laws |
c3478c90-5c23-45d0-b785-a2d57150cd1a | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDI... | Label: Governing Laws |
baa31f26-07ef-413b-addc-c18d4da5954c | Clause:
Each of TPG and the Company agrees to execute and deliver all such further documents and do all acts and things that from time to time may reasonably be required to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Task: Classify this clause into ONE of these ty... | Label: Further Assurances |
e0e76f62-9273-4186-ba20-d25a04f5fcdc | Clause:
The Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages and other documents), which may be requir... | Label: Further Assurances |
18d3c56d-8b30-45aa-a923-3772547a2539 | Clause:
Not later than thirty (30) days before the date on which Abbott or any Affiliate or Sublicensee of Abbott shall, on a commercial basis, make, use, or sell any Products, and at all times thereafter until the expiration of all applicable statutes of limitation pertaining to any such manufacture, marketing, posses... | Label: Insurances |
0dd0dbaa-e93f-4927-a113-29f045e331d1 | Clause:
Schedule 3.08 sets forth as of the Closing Date a list of all Subsidiaries, including each Subsidiary’s exact legal name (as reflected in such Subsidiary’s certificate or articles of incorporation or other constitutive documents) and jurisdiction of incorporation or formation and the percentage ownership intere... | Label: Subsidiaries |
3dc13d17-0acf-4b59-af21-a24599a0d008 | Clause:
The Company shall have the right to deduct applicable taxes from any MIP Award and withhold, at the time of delivery under the 2015 MIP, an appropriate amount for payment of taxes required by applicable law or to take such other action as may be necessary or advisable in the opinion of the Company to satisfy al... | Label: Tax Withholdings |
d733f2f1-bf11-448a-aeba-4c080130bfae | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the ap... | Label: Releases |
4561d67d-cfed-4e04-bc7e-08942350253e | Clause:
The Committee may, in the Award Agreement, provide for the effect of a Change in Control on an Award. Such provisions may include but are not limited to any one or more of the following with respect to any or all Awards: (i) the specific consequences of a Change in Control on the Awards; (ii) the acceleration o... | Label: Change In Control |
281ff5a3-5758-46d3-b98d-2d5dcecb5adb | Clause:
Borrower assents to any extension, modification or waiver of any obligation of Note Holders and Secured Parties. No waiver or modification of any of the provisions hereof shall be binding on Note Holders and Secured Parties unless in writing and signed by Note Holders and Secured Parties and no waiver by Note ... | Label: Waivers |
3ec19f9d-dd12-42e9-8b89-90d698597783 | Clause:
Nothing in the Plan or any award pursuant to the Plan shall (i) confer upon any employee any right to be continued in the employment of an Employer or interfere in any way with the Employer’s right to terminate the employee’s employment at will at any time, for any reason, with or without cause, or to decrease ... | Label: Employment |
16b5d7a4-1cac-41d8-bcfe-6750228414ea | Clause:
Upon (a) delivery to the Agent of an assignment (or, to the extent applicable, an agreement incorporating such an assignment by reference pursuant to a Platform as to which the Agent and the parties to such assignment are participants), together with any consents required by Sections 13.3.1 and 13.3.2 , (b) pay... | Label: Effective Dates |
e492f9f1-90b3-451f-a36f-0a66694c3a57 | Clause:
Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered, or express mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any such notice shall be deemed given when received... | Label: Notices |
3af98ebe-8b3b-4051-85d4-bde1d2f4fea4 | Clause:
All terms of this Lease are binding upon the respective heirs, personal representatives, successors, and, to the extent assignment is permitted, assigns of Landlord and Tenant. This Lease shall create only the relationship of landlord and tenant between the parties, and not a partnership, joint venture or any o... | Label: Binding Effects |
d14e422d-a37b-448b-9ec6-73b28243ea6f | Clause:
The Company will pay Executive as compensation for Executive’s services a Base Salary at the annualized rate of $800,000. The Base Salary will be reviewed at a minimum of once per year to ensure Executive’s total compensation is consistent with current market practices and in line with Executive’s performance. ... | Label: Base Salary |
6aad4635-460e-42d0-b0f7-21a06823f87c | Clause:
A list of all Registered Intellectual Property (other than any Registered Intellectual Property that is not, individually or in the aggregate, material to the business of the Credit Parties) of each Credit Party that is registered in the United States, England or Wales or any other material foreign jurisdiction... | Label: Intellectual Property |
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