id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
16122596-b6ad-415f-b261-2b7af1dd57da | Clause:
This Agreement, together with the correlating Performance Share Award Notice and the Plan, contain the entire agreement between you and the Company with respect to your Award. Any oral or written agreements, representations, warranties, written inducements or other communications made prior to the execution of ... | Label: Entire Agreements |
9253d333-0835-4289-acaf-e99a909654b1 | Clause:
Each of the parties hereto acknowledges and agrees that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each party hereto an... | Label: Expenses |
41b5b350-eea9-4841-91a2-84e500394074 | Clause:
All notices and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be given or made by telecopy or other writing and telecopied, mailed or delivered to the intended recipient (a) in the case of each of the Parent or ... | Label: Notices |
d48a0935-ddb5-44f5-8958-4f22d6475e1e | Clause:
(a) Seller shall collect and maintain or cause to be collected and maintained all Records relating to the Purchased Assets and the related Repurchase Assets in accordance with industry custom and practice for assets similar to the Purchased Assets and the related Repurchase Assets, including those maintained pu... | Label: Records |
6031ae14-e21f-4812-a76c-33b24e209692 | Clause:
Executive shall be responsible for the payment of any taxes due on any and all compensation, stock option, or benefit provided by the Company pursuant to this Agreement which are not withheld by the Company. Executive agrees to indemnify and hold harmless the Company from any and all claims or penalties asserte... | Label: Taxes |
7b5603ff-4da1-4748-b216-2fc4c970edd2 | 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 effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Delivery of an executed counterpart of a signature page of ... | Label: Counterparts |
feaabd91-3120-4ca8-b8c3-a7c89cf3adcf | 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 promu... | Label: Financial Statements |
bff01c07-3962-4889-9dcf-5bf050f780c9 | Clause:
For the purpose of this Agreement, notices and all other communications provided for shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States first class mail, postage pre-paid, addressed to the last known residence address of Executive or in the case of the Comp... | Label: Notices |
ad477a1c-1742-4596-b39a-cab95c0f58f0 | Clause:
Upon the Mortgagee’s request during the continuance of an Event of Default, the Mortgagor shall pay to the Mortgagee monthly, an amount equal to one-twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and the annual Impositions and any other item which at any time may be or ... | Label: Taxes |
54b8b739-3a6c-426c-9e7b-714187b22bd7 | Clause:
The Term of Employment shall terminate upon the earliest to occur of (i) Executive’s death, (ii) a termination by the Company by reason of a Disability, (iii) a termination by the Company with or without Cause, (iv) a termination by Executive with or without Good Reason, and (v) the close of business on the las... | Label: General |
350b23de-aeb7-4edc-bb5f-79bc399925af | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Sections 10.9 and 10.10 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.
Task: Classify this clause into ONE of these types (exactly on... | Label: Governing Laws |
50dff45f-d399-4d25-a95a-d16bb865a0e0 | Clause:
Except for the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on such Grantor’s Collateral by the Credit Agreement (including Section 8.2 thereof), such Grantor owns each item of such Grantor’s Collatera... | Label: Titles |
e7a83439-d812-4531-a72e-83e72dcd0cfc | Clause:
All notices and other communications provided under any Loan Document shall be in writing or by facsimile and addressed, delivered or transmitted, if to the Borrower or the Lender, to the applicable Person at its address or facsimile number set forth on Schedule 11.02 hereto, or at such other address or facsimi... | Label: Notices |
28d0c3e4-06dd-4a23-9709-5776c60ca803 | Clause:
This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agre... | Label: Counterparts |
e98d5317-96d6-4681-bce0-4c06ccd1df15 | Clause:
If any provision of this Note becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Note, and such court will replace such illegal, void or unenforceable... | Label: Severability |
8f91ac58-149f-4b4b-9052-489342ba4eae | Clause:
The exercise or purchase price (if any) of the Stock issuable pursuant to any Award and any withholding obligation under applicable tax laws shall be paid in cash or, subject to the Committee’s express authorization and the terms, restrictions, conditions and procedures as the Committee may in its sole discreti... | Label: Withholdings |
e515e993-ad16-41bb-b395-07b201590080 | Clause:
The Option is subject to the accelerated vesting, exercise and other provisions of Section 9 of the Plan relating to Change in Control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Change In Control |
0abe3088-ba72-4e75-a097-01c1f5d1b5c5 | Clause:
Any provision of this Agreement that is determined by any court of competent jurisdiction to be invalid or unenforceable shall not affect the validity or enforceability of any other provision hereof or the invalid or unenforceable provision in any other situation or in any other jurisdiction. Any provision of ... | Label: Severability |
3cc70f5c-c542-43ce-a928-0b41ab81031a | Clause:
Upon any termination or expiration of this Agreement, unless otherwise specified in this Agreement and except for any rights or obligations that have accrued prior to the effective date of termination or expiration, all rights and obligations of each Party under this Agreement shall terminate in whole or with r... | Label: Survival |
2bc9ce6b-f3e9-4d04-9944-ee4da46fd011 | Clause:
To the fullest extent permitted by Law, the Company shall indemnify and hold harmless each Covered Person from and against all Liabilities arising from or related to any act or omission performed or omitted by such Covered Person on behalf of the Company and in a manner reasonably believed to be within the scop... | Label: Indemnifications |
09a4ce95-c101-46ec-bdb3-1f555f987251 | Clause:
This Agreement and the Liens and security interests granted hereunder shall not terminate until the termination of the Purchase Agreement and the Notes and the full and complete performance and indefeasible satisfaction of all the Obligations (i) in respect of the Transaction Documents (including, without limit... | Label: Terminations |
37dfe13c-6a5c-4f43-9b42-21c0a18b3438 | Clause:
Buyer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the ... | Label: Authorizations |
d862da5d-b888-4927-b87c-5335ed12514b | Clause:
This Unwind Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Unwind Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, ... | Label: Severability |
30091243-4413-4174-aeef-32bdeb721442 | Clause:
None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to whi... | Label: No Conflicts |
9501ed3b-1028-499f-aefd-6d3be1d0492b | Clause:
Seller and Purchaser each hereby agree and covenant that (i) until the Closing it shall keep, and shall use reasonable efforts to cause each of its advisors and representatives to keep, strictly confidential this Agreement and the transactions contemplated by this Agreement as well as the Purchase Price, the pa... | Label: Confidentiality |
7db77b54-5e07-44ea-a810-f90b5f677a1e | Clause:
The term with respect to the 7 th Floor Premises (the “ 7 th Floor Premises Term ”) shall commence on the 7th Floor Term Commencement Date and shall expire on the Term Expiration Date, subject to extension or earlier termination of the Lease as provided therein.
Task: Classify this clause into ONE of these typ... | Label: Terms |
6fe24232-7f36-4c5d-85b9-0ea3529322fd | Clause:
No event has occurred which constitutes a Default or Event of Default under or in respect of any Credit Document to which any Credit Party is a party or by which the Parent or any of its Subsidiaries may be bound (including ( inter alia ) this Agreement) and no event has occurred which constitutes a default und... | Label: No Defaults |
2f456f1b-38f7-4cba-99c1-3667420a9675 | Clause:
All of the representations and warranties of the Parties shall survive the Closing hereunder (even if a Party knew or had reason to know of any misrepresentation or breach of warranty by another Party at the time of Closing) and continue in full force and effect for a period of twenty four months thereafter.
T... | Label: Warranties |
419e785f-0048-4df2-95ca-fb7a16c67f66 | Clause:
This Agreement shall terminate in its entirety upon the termination of the Merger Agreement in accordance with its terms or by the mutual written agreement of the parties hereto; provided , however , that the provisions of this Article II ( Miscellaneous ) shall survive any termination of this Agreement. In the... | Label: Terminations |
dcf57c65-5347-4e1e-87a8-21174b2afa52 | Clause:
The Plan shall be administered and construed in accordance with applicable federal laws and, to the extent not inconsistent therewith or preempted thereby, with the laws of the State of Illinois, determined without regard to the choice of law rules of any jurisdiction. Without limiting the generality and applic... | Label: Applicable Laws |
eeffe24a-6ce2-4920-8a3d-1a2bcc3789ec | Clause:
All federal, state and other material tax returns of the Parent, the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed, and all federal, state and other material taxes, assessments and other governmental charges or levies upon, each Loan Party,... | Label: Taxes |
0aee1d20-507c-404a-89cd-36f71e2c6501 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or facsimile (or transmit through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and ... | Label: Amendments |
588de8c9-c143-4a3a-a006-408a2572754c | Clause:
This Agreement and all obligations hereunder are personal to Employee and may not be assigned, delegated or otherwise transferred by Employee at any time. Parent may assign this Agreement and all other rights acquired hereunder in their entirety or in part at any time to any of its affiliates.
Task: Classify t... | Label: Assignments |
e7ac2f10-520a-49ff-984b-8e7dfacf0a47 | Clause:
If any term, covenant or condition of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to a person or circumstance other than those as to which it is ... | Label: Severability |
167fb4f1-be58-418d-a54f-ad0ee3be8896 | Clause:
Each applicable *** will be paid on the applicable True-Up Date as follows: (i) if the *** is a positive number, then the Independent Fiduciary will irrevocably direct the Plan Trustee to pay to Prudential an amount, in Cas h, equal to the *** or (ii) if the *** is a negative number, then Prudential will pay to... | Label: Payments |
2272c1b8-79d4-4597-9aa6-c91935d2af6f | Clause:
In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in... | Label: Severability |
fb5626ad-fc99-45cd-a0d1-a2e0a5b6ed63 | Clause:
If Executive becomes physically, emotionally or mentally disabled during the term of this Agreement and such disability continues for a period of three hundred and sixty five (365) days, the Company may, to the extent permitted by applicable law after the expiration of such period, terminate this Agreement by g... | Label: Disability |
b49d1fd1-4315-4ad9-8839-2fa290a268aa | Clause:
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice r... | Label: Indemnity |
08815506-ae41-42e7-9957-4de8f903fd70 | Clause:
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enfo... | Label: Severability |
ce4fc04c-cdc9-40ab-89e6-384c23cf878a | Clause:
Each Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such L... | Label: Taxes |
f93ccf87-2e55-44c0-8f7b-e8b69b68ba5f | Clause:
Each Party hereby represents and warrants to the other Party that, as of the Effective Date, none of such Party's employees or consultants (i) are debarred under Section 306(a) or 306(b) of the FD&C Act or by the applicable Laws of any Regulatory Authority; (ii) have, to such Party's Knowledge, been charged wit... | Label: Representations |
7115484d-c9a7-4be0-8596-d2b06dbc6397 | Clause:
This Loan Guaranty supersedes all prior written and oral agreements and understandings, if any, regarding the subject matter of this Loan Guaranty; provided , however , this Loan Guaranty is in addition to and does not replace, cancel, modify or affect any other guaranty of Loan Guarantor now or hereafter held ... | Label: Entire Agreements |
d61a7b38-84c9-43d5-8ee7-52f73795885d | Clause:
In consideration for the compensation payable to Executive under this Agreement, Executive agrees that Executive shall not, other than in carrying out Executive’s duties hereunder, directly or indirectly, do any of the following (i) during Executive’s employment with the Company and its Subsidiaries and for a p... | Label: General |
b239ff7f-d7f8-4f9a-aa48-e2ea605efca5 | Clause:
Change the insurance program for the Company, any Subsidiary or the Project in a manner inconsistent with the Business Plan or inconsistent with the insurance requirements set forth in Section 2.05 below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Insurances |
bbf8035c-620d-41b9-bc62-2c842ff7c5b4 | Clause:
The Committee shall have full authority, subject to the terms of the Plan (including Section 12), to (a) exercise all of the powers granted to it under the Plan, (b) construe, interpret and implement the Plan and all Awards and Award Agreements, (c) prescribe, amend and rescind rules and regulations relating to... | Label: Authority |
902b240f-8b72-41d9-a083-d8c71e63480d | Clause:
In the event your employment is terminated by reason of layoff, disability, or death, your RSU payout, including any dividend equivalent RSUs, will vest after termination of employment. Payment for such awards will be made as soon as administratively possible, but not later than 60 days after your termination o... | Label: Disability |
68b8b75d-2199-442a-b7f1-5fdb55e93c2f | Clause:
If any provision of this Debenture shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Debenture shall not be affected thereby, and every other term and provision of this Debenture shall be valid and enforceable to the fullest extent per... | Label: Severability |
75029d6e-830a-41db-9380-a6c693b0c147 | Clause:
And Separation Benefits .
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, Binding Effects, Books, Brokers, Capitali... | Label: Payments |
1e1d14f8-c7b9-4413-bd03-373eaa927a3c | Clause:
This Agreement may be executed in two or more counterparts, including by e-mail delivery of a “.pdf” format document, all of which when taken together shall be considered one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Counterparts |
7a27f710-18e8-4106-984e-2f3c95d8ec7a | Clause:
Employer agrees to continue to employ Executive, and Executive agrees to continue in the employ of Employer on the terms and conditions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Employment |
d5c3628e-9ff1-4364-a404-892e5747e8bc | Clause:
Borrower shall, after becoming aware thereof, give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened in writing against Borrower, Master Tenant and/or Guarantor which could reasonably be expected to materially adversely affect Borrower’s, Master Tenant’s or Guar... | Label: Litigations |
9f7136e5-3403-4650-8bea-499ea6e76fdd | Clause:
Except as specifically permitted in Section 2.14, this Agreement and any of the documents related hereto and the rights, duties, or obligations thereunder may not be assigned by the Applicant without the written consent of the Commissioner. Any assignment made without the written consent of the Commissioner sha... | Label: Assignments |
25d9bb76-cdad-4cd2-b3a6-0b18ec44d0a6 | Clause:
The Company and each of its corporate Subsidiaries are corporations duly incorporated and validly existing and in good standing under the laws of the jurisdiction of their respective incorporation and have all requisite corporate power and authority to carry on their respective businesses as now conducted, to (... | Label: Organizations |
5447bd35-d216-4062-91dd-198f88983022 | Clause:
In consideration of Oxenreiter’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 Oxenreiter from a... | Label: Indemnifications |
5f3d7b5f-433f-40ba-9a1d-1219cbbe6134 | Clause:
The Parent, the Borrower and their respective Subsidiaries and JV Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and have instituted and mainta... | Label: Anti-Corruption Laws |
46a6de32-573d-4803-be39-8e559b78e3f9 | Clause:
So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under poli... | Label: Insurances |
50acf1ac-8755-41f1-91a7-5b7c3dd89fa8 | Clause:
The Parent has, and has caused all Credit Parties to have, (a) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts and against such risk (including, without limitation, public ... | Label: Insurances |
2642bad7-e2ae-406b-83f4-4f87fd83fab8 | Clause:
This Notice of Grant of Security Interest in [Copyright] [Patent] [Trademark] Supplement has been entered into in conjunction with the provisions of the Revolving Facility Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and... | Label: Remedies |
09f0a8ac-818c-4fa5-bc75-037c95361f92 | Clause:
This Agreement (including all Schedules and all Exhibits), the Transaction Documents, and the Confidentiality Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, written and oral, among t... | Label: Entire Agreements |
47aa53fa-eed2-4fd8-b26c-d0e68e861797 | Clause:
There are no actions, suits, proceedings, or investigations pending or, to the knowledge of FTI after reasonable investigation, threatened by or against FTI or affecting FTI or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before a... | Label: Litigations |
8d871a5e-95d9-4806-a199-4bc97e4fbf30 | Clause:
No amendment to this Agreement shall be effective unless such amendment is in writing and signed by each Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Amendments |
994ca347-9a92-4b28-8592-5bd95b89ba04 | Clause:
As compensation for his services hereunder, during the Term, the Company shall pay the Executive in accordance with its normal payroll practices, an annualized base salary of $1,100,000 (“ Base Salary ”). Effective as of January 1, 2016, the amount of the Base Salary shall be increased to $1,200,000.
Task: Cla... | Label: Base Salary |
1de62670-e4f8-4fbe-9b75-0de32a605a13 | Clause:
Except as otherwise specifically provided in this Agreement, all representations, warranties, covenants, agreements and conditions contained in or made pursuant to this Agreement shall survive until termination of this Agreement, except that Sections 5, 7, 8, 9, and 10 of this Agreement shall survive the termin... | Label: Survival |
a8374020-57fa-4056-8914-eb1bc4545692 | Clause:
Subject to prior written approval by the Company, this Warrant may be transferred or assigned, in whole or in part, at any time and from time to time by the then Holder by submitting this Warrant to the Company together with a duly executed Assignment in substantially the form and substance of the Form of Assig... | Label: Assignments |
9971c3c3-fbec-4655-8df7-4aefbfb3c151 | Clause:
The Parent and the Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Parent, the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
Task: Classify this clause into ... | Label: Sanctions |
0a3a4c40-ed99-4ced-bdaa-245888be215c | Clause:
(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366... | Label: Fees |
9d1f0884-cc9e-4b9b-95e9-b8a5e94e1b61 | Clause:
The base premium for the Title Policy shall be paid by Seller as well as the cost of any release fees or endorsements related to Monetary Liens. The cost of the Survey, the premium for any endorsements for the Title Policy (other than those related to the Monetary Liens, if any) shall be paid by Purchaser. The ... | Label: Titles |
ec852462-286d-4e8b-ba98-89012552db1e | Clause:
The authorized, issued and outstanding capital stock of the Company is as set forth in Schedule 3.2 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 3.2 hereto, (i) there are no outstanding securities o... | Label: Capitalization |
915ac9ab-0339-4e35-b4f1-012b9f4efa55 | Clause:
Each and every representation and warranty of Seller set forth in this Agreement shall be true, complete and correct in all material respects as of the Closing Date, subject to the provisions of Section 7.2 or waived by Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Representations |
21fae9f4-acf8-4ccf-998f-a82f21b77c50 | Clause:
Subject to the terms and conditions set forth herein, (i) the FILO Facility Issuing Bank agrees, in reliance upon the agreements of the FILO Facility Revolving Lenders set forth in this Section 2.06 , (A) from time to time on any Business Day during the period from the Closing Date to but not including the thir... | Label: General |
23cc899d-fe3f-441c-9e49-ca3b19c031f4 | Clause:
Such Originator has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by such Originator, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and such Originator, its Subsidiaries... | Label: Sanctions |
c0c40dc0-9585-4994-a560-0908fffe048b | Clause:
This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, without regard to any applicable conflicts of law. By accepting this Award, the Grantee irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Florida or of... | Label: Governing Laws |
fe8fc4c7-d627-4dd3-921c-3ae7a5ec753b | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. Without limiting the general applicability of the foregoing and the terms of the other Loan Documents to this Amendment and the parties hereto, t... | Label: Governing Laws |
afde7a3b-9c9f-4a67-915a-72c090ae8c56 | Clause:
This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance... | Label: Binding Effects |
1a91be5f-b1b2-4173-a4e2-38e0735687b1 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $1,840,000 of Share... | Label: Closings |
7ebb9574-ca14-4d18-aa03-f415519a4af0 | Clause:
A Loan Party may grant such allowances or other adjustments to the such Loan Party’s Account Debtors as the Loan Party, respectively, may reasonably deem to accord with sound business practice; provided , however , that the authority granted the Loan Parties pursuant to this Section 6-2 may be limited or termin... | Label: Adjustments |
ebae21d9-64da-4c3e-87e3-282a72191e11 | Clause:
No delay or omission in exercising, or failure to exercise, any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be constr... | Label: Waivers |
34d076f7-7013-44bb-8559-2ea147ea232d | Clause:
This Agreement embodies the entire understanding among the Members concerning the Company and their relationship as Members and supersedes any and all prior negotiations, understandings or agreements.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Entire Agreements |
427ce5e0-e4db-4d0e-9d65-e6f24b277e7a | Clause:
A Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion, subject to the limitations provided in Section 6(b). If vesting of a Stock Unit Award is conditione... | Label: Vesting |
bfaac7da-5474-4270-bbc0-01ec142587ec | Clause:
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, then such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreem... | Label: Severability |
c76bbbcd-a082-4e4e-8bdc-ca022b0bae37 | Clause:
The provisions of this Final Order and any actions taken pursuant hereto shall: (a) survive the Termination Declaration Date and entry of any order: (i) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code; (ii) substantively consolidating any of the Debtors or their respectiv... | Label: Survival |
93d3bdd3-b5ab-4271-98f9-7bbd2be7fed5 | Clause:
The Parties shall each pay their own expenses incurred incident to this Agreement and the transactions contemplated herein, including their respective legal fees. If, however, any legal action or other proceeding is brought for the interpretation or enforcement of or otherwise under this Agreement, or to obtain... | Label: Costs |
b26616b0-e534-49a4-94bf-be1aa1570c4c | Clause:
The Company does not have any subsidiaries other than OmniMetrix LLC.
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, Benefit... | Label: Subsidiaries |
f2fb8c9c-3b35-47a0-b104-3eb028392fb5 | Clause:
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall withi... | Label: Disclosures |
faa42f06-dd49-41ba-8de3-c45bfa82b52a | Clause:
The Lenders, the Administrative Agent and the Arrangers shall have received (to the extent invoiced at least two Business Days prior to the Closing Date) all fees and reasonable and documented expenses required to be paid on or before the Closing Date (including the reasonable and documented fees and expenses o... | Label: Fees |
69218309-5ce4-446b-9d19-d9c49172142b | Clause:
Except as otherwise expressly required under the laws of a country, the Plan and all rights thereunder shall be governed by and construed in accordance with the laws of the state of California, United States of America. Should any provision of this Plan be determined by a court of competent jurisdiction to be u... | Label: Applicable Laws |
34524d25-0dd0-452d-bb79-6d63c29257d0 | Clause:
No Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date, 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 Laws, Approvals, Arbit... | Label: No Defaults |
1e444b8f-a708-44f4-88f6-e68d9db9c706 | Clause:
During the Term, Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company’s senior executives or to its employees on substantially the same basis that such benefits are provided to such senior executives (including, without limit... | Label: Benefits |
2b55ac86-3c5e-4e6d-9615-74737be8e747 | Clause:
In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the... | Label: General |
f7cccefc-0ea5-48ad-b8c4-8889281808ae | Clause:
The terms of this Agreement shall be kept confidential by all parties.
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, Benefi... | Label: Confidentiality |
6ef0771f-349c-4378-8bfc-82ee61601a6e | Clause:
Each person executing this Contract, by his execution hereof, represents and warrants that he is fully authorized to do so, and that no further action or consent on the part of the party for whom he is acting is required to the effectiveness and enforceability of this Contract against such party following such ... | Label: Authority |
90a5f5e6-21de-4779-abdf-5be9ccf02180 | Clause:
The Company may purchase and maintain insurance, or cause its Subsidiaries to purchase and maintain insurance, at its or their expense, to protect itself and any Person who is or was serving as a Manager, Officer or agent of the Company or is or was serving at the request of the Company as a manager, director, ... | Label: Insurances |
2445cad1-75ae-477c-b881-6dc95822d51a | Clause:
Executive shall be entitled to take four (4) weeks of paid vacation during each year of the Term to be taken at such time or times as shall be mutually convenient and consistent with his duties and obligations to the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Vacations |
7b4a95d6-3072-42da-adc6-a3f063c9213a | Clause:
This Addendum may be executed in counterparts, each of which shall be declared an original, but all of which together shall constitute one and the same instrument. Delivery of an executed signature page of this Addendum by facsimile transmission or by electronic transmission (including a .pdf delivered by elect... | Label: Counterparts |
3b35254b-3662-42e1-802a-28c03d60a61d | Clause:
(II) Unless previously terminated, the Commitments shall terminate on the Maturity 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, B... | Label: Terminations |
83f4e5b2-2336-45ef-ae46-d4a7c913bb72 | Clause:
The Borrower will execute, and will cause each Subsidiary Guarantor to execute, any and all further documents, agreements and instruments, and take all such further actions, which may be required under any applicable law, or which either the Administrative Agent or the Required Lenders may reasonably request, t... | Label: Further Assurances |
84f829e2-2549-4808-a1aa-50f31f88a79b | Clause:
Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Expenses |
6fc53091-7355-49a3-85d6-92eb42f86f94 | Clause:
(a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any ... | Label: Waivers |
fe8aafdd-bab4-4709-905e-6845ac81cd27 | Clause:
(a) During the Directorship Term (as defined herein), the Director shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees as reasonably requested by the Board, make herself available to the Company at mutually convenient times and places, attend external meetings... | Label: Duties |
4f881a78-43b4-40f8-ab89-4f0e8fe8be73 | Clause:
The closing of the purchase and sale of the Assets (the “ Closing ”) shall take place at the offices of Purchaser’s counsel (or at such other place as the parties may mutually agree) no later than 5:00 p.m. (Pacific Time Zone) on March 1st, 2016 , or an earlier date that is as soon us practicable after the cond... | Label: Closings |
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