id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
9067a4d0-473f-4f0b-a5d3-438a50e439bf | Clause:
The Parties agree that the Consultant is solely responsible for any and all taxes associated with any Consulting Fee or Termination Fee paid to the Consultant under this Agreement. The Parties agree that should Consultant fail to pay any taxes owed associated with the Consulting Fee or any Termination Fee paid ... | Label: Taxes |
6f71d165-a817-4eab-87f8-3022c3a562d3 | Clause:
(a) Effective upon the consummation of the Acquisition, each of the Administrative Agent, the Borrower and the Servicer hereby agree that from and after the date of the Acquisition, a Change of Control solely with respect to Parent shall be deemed to have occurred under and for all purposes of the Loan Agreemen... | Label: Amendments |
cf452ece-6553-4645-8c3b-8469fc58ca82 | Clause:
It is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Release Agreement shall ... | Label: Severability |
18856773-bb37-4297-a7d0-ba7b23347ca7 | Clause:
Termination of this Agreement shall not terminate any continuing obligation(s) of the parties under this Agreement, and the parties hereby agree that such obligation(s) shall survive termination, unless the context of the obligation(s) requires otherwise.
Task: Classify this clause into ONE of these types (exa... | Label: Survival |
583e646f-ca14-4025-bcf6-6d419e801fce | Clause:
All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, JPMorgan Chase Bank, National Association or any of their Affiliates (with respect to t... | Label: Publicity |
5c51a569-bccd-42e9-8c94-1af1151b0d8f | Clause:
Except as disclosed to Buyer, there is no Proceeding pending or, to Federated’s actual knowledge, threatened, against Federated, Passport or its Affiliates in, by or before any Governmental Body that would reasonably be expected to result in a Material Adverse Change with respect to Federated, Passport or the E... | Label: Litigations |
31a90392-0013-4406-9a90-893302244a92 | Clause:
Each of the Ides Investors and the Legion Investors, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto may occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are othe... | Label: Specific Performance |
d03b7bec-5fc5-4486-b5a4-c2dc969392de | Clause:
(a) Each Party will provide the other with such information, records and other assistance, and make such of its officers, directors, employees and agents available, as may reasonably be requested by the other Party in connection with any Tax matter under this Article IX , including the preparation of any Tax Re... | Label: Miscellaneous |
baea73a3-2952-4735-b36e-21a16cc6e536 | Clause:
Recognizing that irreparable damage will result to Company in the event of the breach or threatened breach of any of the foregoing covenants and assurances by Employee contained in Sections 5, 6 or 7 hereof, and that Company’s remedies at law for any such breach or threatened breach will be inadequate, Company ... | Label: Specific Performance |
543b80c4-ad6d-4cab-bd73-d0f539f84216 | Clause:
At all times during the Term of each Device Lease, Lessees and Servicer shall not directly or indirectly give or allow another Person to give any interest in or Lien over the Device subject to such Device Lease or over such Device Lease, other than Permitted Device Liens. Lessees shall promptly, at their own co... | Label: Liens |
e43ae758-a947-437e-a6e7-8471be24a550 | Clause:
The grant of RSUs and the issuance of shares of common stock hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act a... | Label: Compliance With Laws |
c18a9e3e-27d6-4bc2-aba3-ec146cdad17d | Clause:
The provisions of this Section 6 shall survive the termination or expiration of this Agreement and Executive’s employment with the Company and shall be fully enforceable thereafter. If it shall be finally determined that any restriction in this Section 6 is excessive in duration or scope or is unreasonable or u... | Label: Survival |
42727b3d-7094-4755-8247-2f9b6d05ee99 | Clause:
No Consent of, from or with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Shentel in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions other than (i) compliance with and filings under the HSR Act, (... | Label: No Conflicts |
0f27726a-68e1-48ca-b8ee-5ea478755d58 | Clause:
The Neither (a) the execution, delivery and performance by the Loan Parties of the Loan Documents (a) do not require , nor (b) when a Covenant Suspension Period is not in effect, (x) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, and (y) the perfection of the Liens ... | Label: No Conflicts |
23129d3b-ff42-4f7d-80b3-a16e45334e6d | Clause:
All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person... | Label: Notices |
be4a86ab-118e-4ed4-a397-7f54e2908016 | Clause:
The Company and each of its Subsidiaries has filed (or has obtained extensions of the time by which it is required to file) all United States federal income tax returns and all other material tax returns required to be filed by it and has paid all Taxes shown due on the returns so filed as well as all other Tax... | Label: Taxes |
1dae6bec-d10c-4a7d-af2a-4fd30ba95719 | Clause:
The Effective Date of the Plan is the date on which the Company's shareholders approve the Plan at a duly held shareholder meeting.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Effective Dates |
6e6214c0-bb6d-4805-a114-f9d1b2c3ec6e | Clause:
Notwithstanding anything provided in this Termination Agreement or the Warrant Confirmations, effective from the date of commencement of discussions concerning the Warrant Transactions, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitati... | Label: Disclosures |
6a8b8ea6-c97c-406c-8c53-adf6692464f4 | Clause:
You shall be entitled throughout the term of employment (and after the end of the term of employment, to the extent relating to service during the term of employment) to the benefit of the indemnification provisions contained on the Effective Date in the Restated Certificate of Incorporation and By-laws of the ... | Label: Indemnifications |
ef841217-777f-44c4-93be-84d22e53432e | Clause:
The initial Term of the Lease shall be for a period of fifteen (15) years commencing on December 19, 2016 and expiring on the last day of the one hundred eightieth (180 th ) full calendar month next following such date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Terms |
dc2e6965-6f9e-4def-ba2a-3d0a6653917e | Clause:
Except as described in the SEC Filings, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, indi... | Label: Litigations |
a9c98ba4-c82f-4c45-ba44-4cd596de87b8 | Clause:
In addition to the Commission, LE will reimburse Agent for all other reasonable out-of-pocket expenses actually incurred in its performance of the Services in accordance with Appendix #4 (“ Expenses ”). To the extent reasonably practicable, Agent will provide LE with notice of such Expenses prior to incurring t... | Label: Expenses |
b17f3fd5-decc-442d-9290-5ba6076b5aa1 | Clause:
Notwithstanding anything to the contrary herein, the Company shall withhold from all severance benefits payable hereunder the sum of federal, state and local taxes and other amounts which the Company is required by law or believes appropriate to withhold.
Task: Classify this clause into ONE of these types (exa... | Label: Withholdings |
137b2588-9b7e-4a17-b9e7-43b0f9b5302a | Clause:
This Agreement, the Grant Notice, the Employment Agreement and the Plan together constitute the Optionee’s and the Company’s entire understanding with respect to the subject matter hereof and supersede and void any and all prior agreements or understandings, written or oral, regarding the subject matter hereof,... | Label: Entire Agreements |
aba9dfd6-356b-44b9-9164-c72d72db77a3 | Clause:
This Consent and Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns,... | Label: Governing Laws |
abb3d434-f8f4-44bd-b904-7cfd4e108224 | Clause:
This Agreement may be executed in counterparts, each of which will constitute an original of this Agreement and both of which together shall constitute one and the same Agreement. Signature pages delivered by facsimile, .pdf or similar electronic means shall have the same force and effect as original signatures... | Label: Counterparts |
ec11186b-84ee-4f88-bcd7-60e3dc5a5ac0 | Clause:
This Agreement may be amended from time to time by the Committee in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a materially adverse effect on the Award Shares as determined in the discretion of the Committee, except as provided in the Plan or in a wr... | Label: Amendments |
d5c47f04-4b3c-413e-aee4-3f6258eb99a2 | Clause:
The Borrower will maintain, with financially sound and reputable insurance companies, insurance covering all Group Members, in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss payable cla... | Label: Insurances |
5fe58f44-5328-48e9-98e3-6ff039663bb9 | Clause:
This Amendment Number Eight shall become effective as of the date that the Agent shall have received counterparts hereof duly executed by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Effectiveness |
02fef96c-3b4f-4795-bb10-48d0e55d7c1a | Clause:
Any amendment to this Letter Agreement shall only be effective if the amendment is in writing and is signed by the Company and by you.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Amendments |
5a6addb8-db0a-4104-a405-695574e3aa27 | Clause:
Upon satisfaction of the conditions set forth herein, a closing shall occur at the principal offices of the Company, or such other location as the parties shall mutually agree. At closing, Holder shall deliver certificates representing the Warrants to the Company and the Company shall deliver to such Holder a c... | Label: Closings |
97bf6a95-37b4-4e0f-8030-3d562f6ec6b2 | Clause:
This Agreement shall be construed reasonably to carry out its intent without presumption against or in favor of either party. If any provision hereof shall be declared invalid by any court or in any administrative proceedings, then the provisions of this Agreement shall be construed in such manner so as to pre... | Label: Interpretations |
951f80d4-c8db-4383-be07-9a84849c19a0 | Clause:
The closing of the purchase and sale of the Shares (the “ Closing ”) shall take place at the offices of the Company, on the day designated by the Company (the “ Closing Date ”), or at such place as the Parties may agree after satisfaction of the conditions precedent set forth herein.
Task: Classify this clause... | Label: Closings |
34442d1d-90a1-458c-bf50-99bd59b79f3f | Clause:
The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or a... | Label: No Conflicts |
7748cf08-38b4-41d8-8fb2-c11e400bef16 | Clause:
Your base salary will initially be [•] annually and will be increased, effective November 1, 2009 by half of the car allowance you are currently eligible to receive from Old Delphi (as described below). Your stipend fold in will occur when you repatriate.
Task: Classify this clause into ONE of these types (exa... | Label: Base Salary |
4b42d6c0-1f94-421b-8de6-f6c1547ea98c | Clause:
Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Credit Agreement as amended hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Defined Terms |
00954da3-5400-4218-a09d-82fe4de94ed7 | Clause:
The Company shall (a) by 10:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with... | Label: Publicity |
b1cf2ffe-b593-46aa-91e6-e3d3be3f20b6 | Clause:
The titles and subtitles used in this Warrant are for convenience only and are not to be considered in construing or interpreting any term or provision of this Warrant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Titles |
76586698-8670-4408-9caa-9b2c14bd38ae | Clause:
The invalidity, illegality, or unenforceability in any jurisdiction of any provision under the Loan Documents shall not affect or impair the remaining provisions in the Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Severability |
a9c77d12-742e-4ab6-ae91-ac659b9f4263 | Clause:
This Agreement may only be amended or modified by a written instrument executed by both 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, Authoriza... | Label: Amendments |
b864a2c5-e859-474f-aa17-9099cbad753a | Clause:
A list of all of the Borrower’s Subsidiaries and each of the Guarantor’s Subsidiaries are listed on Schedule 7.1 hereto. All of such Subsidiaries are wholly-owned Subsidiaries of the Borrower or a Guarantor, as applicable, and except for such Subsidiaries as listed on Schedule 7.1 , no Borrower or Guarantor has... | Label: Subsidiaries |
b075e65a-e040-4c6f-ace7-fb9ed73f026d | Clause:
This Agreement shall inure to the benefit of and be binding upon the successors of the Placement Agent and of the Company (including any party that acquires the Company or all or substantially all of its assets or merges with the Company). Nothing expressed or mentioned in this Agreement is intended or shall be... | Label: Successors |
b42b28e8-7143-45ab-8691-26d4b97f5adf | Clause:
The Plan shall become effective immediately prior to the closing of the Company’s initial public offering of its Common Stock. No Awards shall be granted under the Plan after the expiration of 10 years from the date on which the stockholders approve the Amended and Restated 2010 Stock Incentive Plan, but Awards... | Label: Effective Dates |
11736348-2246-4064-b487-6ae97850e051 | Clause:
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The Parties agree that each of them and their respective legal counsel has reviewed and had an opportunity to revise this Agreement and, therefore, th... | Label: Construction |
30a50270-fa1b-428b-b97a-3cc578e07707 | Clause:
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party of this Agreement, any other Note Docum... | Label: Consents |
866b268a-8173-466e-a159-00d24fe4dd55 | Clause:
This Agreement and any and all claims arising out of, under, pursuant to, or in any way related to this Agreement, including but not limited to any and all claims (whether sounding in contract or tort) as to this Agreement’s scope, validity, enforcement, interpretation, construction, and effect shall be governe... | Label: Governing Laws |
246d6713-9b92-4541-aa97-e2eaf5da63e8 | Clause:
Borrower and the Bank shall be in full compliance with all the terms and conditions of this Agreement, and no Event of Default, nor any event which upon notice or lapse of time or both would constitute such an Event of Default, shall have occurred. At Lender’s request, Lender shall have received from Borrower a... | Label: No Defaults |
81af50ca-6f2f-49c4-9696-56ed6b138a26 | 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, up to an aggregate of $11,411,250 of... | Label: Closings |
542065d3-741c-414f-8c1e-87c549503d16 | Clause:
Seller has not made any disclosure to the Government or other customer or prime contractor or higher-tier subcontractor related to any suspected, alleged or possible violation of a material requirement of a Government Contract, any apparent or alleged material irregularity, misstatement or omission arising unde... | Label: Disclosures |
9eb5f7f9-e7dc-46d5-841b-6183f028356c | Clause:
The Executive becomes disabled by reason of physical or mental disability for more than 180 days in the aggregate or a period of 90 consecutive days during any 365-day period and the Company determines, in good faith based upon medical evidence, that the Executive, by reason of such physical or mental disabilit... | Label: Disability |
86094392-a85b-4603-968d-111840585641 | Clause:
The Parties shall not disparage the Releasees regarding the subject matter of the Released Claims or the Reconciliation Arbitration.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Non-Disparagement |
d4a8bf7e-5059-4a0c-bdc4-e747ab67b88a | Clause:
To the fullest extent permitted by Applicable Law, the Parties waive any provision of law that would render any provision in this Agreement invalid, illegal or unenforceable in any respect. If any provision of this Agreement is held to be invalid, illegal or unenforceable, in any respect, then such provision wi... | Label: Severability |
1ae0c492-3594-4dff-9327-15bef975f517 | Clause:
This Amendment No. 1 and the other Loan Documents represent the entire agreement and understanding concerning the subject matter hereof and thereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposa... | Label: Entire Agreements |
93577340-62a2-4ae2-bfeb-5863b4dbfff2 | Clause:
All of the Borrower’s obligations under this Article 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Survival |
78ab7764-96ad-41fc-b8c2-e6c30921e093 | Clause:
The Company agrees that the terms of this Agreement and the provisions identified in Section 16 of the Employment Agreement will survive the execution of the General Release.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Survival |
b572aeee-cb75-4029-bb4c-7f95b7dab227 | Clause:
The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, CSC and each Originator hereby authorizes the Buyer, the Administrative Agent, each Purchaser and each Group Agent (collectively, the “ Set-off Parties ”), at any time during the contin... | Label: No Waivers |
51ce7562-a178-4381-97f5-439c51404df2 | Clause:
Subject to the dissolution of Seller immediately after the Closing, the execution, delivery and performance by Seller of this Agreement does not or, in the case of the Assignment, will not, and the consummation of the transactions contemplated to be consummated by Seller hereby will not, constitute or result in... | Label: No Conflicts |
51a274aa-9859-4d53-8316-9b38d63ad8c9 | Clause:
The Company agrees to pay Parent $150,000,000.00 (which payment shall be in respect of Parent’s costs, fees and expenses incurred in connection with the authorization, preparation, negotiation, execution, performance and termination of the Transaction Documents and the Transactions) (the “ Expense Reimbursement... | Label: Expenses |
068a0903-6e73-4c0e-9ead-e33b7fb744c3 | Clause:
The Borrower shall not, nor will it permit any of its Subsidiaries to, enter into or permit to exist any transaction or series of transactions with any officer, director, shareholder, Subsidiary or Affiliate of such person or entity other than (a) normal compensation and reimbursement of expenses of officers an... | Label: Transactions With Affiliates |
92790fcc-d259-4487-aeab-04839aef1e29 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and ob... | Label: Applicable Laws |
b85de183-503b-4167-8f40-4be1a77fe7c8 | Clause:
This Agreement constitutes the entire agreement between you and the Company and supersedes all other agreements, whether written or oral, with respect to your employment, its termination and all related matters, except as provided in section 7 of the Agreement. This Agreement may only be modified or amended by ... | Label: Miscellaneous |
93b8a6f1-cea9-44f6-9903-09aedbc8f2b6 | Clause:
There are no actions, suits or proceedings pending nor, to the knowledge of the Borrower, threatened against the Borrower or any Subsidiary or relating to any of their respective properties or before any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected to have ... | Label: Litigations |
6b9a59aa-bd9b-4d3f-b2d6-174196c52850 | Clause:
The RSUs granted to Grantee shall be fully vested as of the Grant Date and shall be settled on the second business day (the “ Settlement Date ”) following the earlier of (i) the date on which Grantee ceases to serve on the Board of Directors for any reason or (ii) the date of Grantee’s death or Disability.
Tas... | Label: Vesting |
92abe5da-06e3-4d7a-b052-65c07db53cd3 | Clause:
Administrative Loan Party shall give Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event within 10 days after any Responsible Officer of any Loan Party knows of it: (a) the creation, or filing with the IRS or any other... | Label: Taxes |
2758ea27-cf33-497e-a10a-de19a058cfe5 | Clause:
All RSUs (including accumulated Dividend Equivalents) that have not become Released Units shall terminate and be forfeited for no consideration upon a termination of the Participant’s service with the Company and its Affiliates prior to the applicable Vesting Date.
Task: Classify this clause into ONE of these ... | Label: Forfeitures |
f84aa175-629d-4f39-b23b-efc0b0515d4e | Clause:
In the event any portion of this Agreement is held to be unenforceable or invalid, the validity and enforceability of the remainder of this Agreement shall be unaffected.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Severability |
964169bd-6b70-48c5-9d25-9e72b16271c7 | Clause:
The Borrower agrees to pay or reimburse the Administrative Agent and the Lenders for all reasonable fees and out-of-pocket disbursements incurred by the Administrative Agent or the Lenders in connection with the preparation, execution, delivery, administration and enforcement of this Amendment, including withou... | Label: Expenses |
b0bb10bf-cbe2-45b4-9d26-eeb16d1b2c4f | Clause:
Without limiting the generality of Section 16 , the Executive agrees that a breach by the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would ther... | Label: Enforcements |
81d1258f-6770-4e3d-a274-c818865fb384 | Clause:
This Agreement will bind and inure to the benefit of the Company and its subsidiaries and their successors and assigns. Subject to the limitation on assignment set forth in Section 17(e), this Agreement will bind and inure to the benefit of Executive and Executive’s heirs, legal representatives, successors and ... | Label: Binding Effects |
0f4ce382-cd52-46c9-8908-d4d2cc6948d2 | Clause:
This agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Delaware applicable to contracts executed and to be performed wholly within such state without giving effect to the choice of law principles of such State.
Task: Classify this clause int... | Label: Governing Laws |
14a5e101-386d-435d-8fc7-187dff913372 | Clause:
Holdings and the Company shall indemnify the Executive and hold him harmless to the fullest extent permitted by law and under the charter and bye-laws of Holdings and the Company (including the advancement of expenses) against, and with respect to, any and all actions, suits, proceedings, claims, demands, judgm... | Label: Indemnifications |
1e13d85f-8416-4fd5-8bf2-44bbaf2910b7 | Clause:
On the Closing Date after giving effect to the Transaction the Loan Parties, on a consolidated basis, are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Solvency |
2f8abef2-7cb1-410f-a702-6a5a4fbe5cfd | Clause:
Holdings and each of its Subsidiaries will maintain or cause to be maintained with financially sound and responsible insurance companies (a) insurance with respect to their properties material to the business of Holdings and its Subsidiaries against such casualties and contingencies and of such types and in suc... | Label: Insurances |
c44a8ee0-42e7-4784-b39b-a3490f4f491a | Clause:
The rules in subsections (a) through (h) are effective for Plan Years beginning after December 31, 2007.
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, A... | Label: Effective Dates |
90eb1e86-1542-433b-94b6-8af4dd8ec959 | Clause:
The Executive agrees that her obligations under Sections 5, 6, 8 and 9 of this Agreement shall survive the termination of her employment, regardless of the reason for such termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Survival |
e3a28355-8dc0-4a27-a8fe-ba8e4966e291 | Clause:
To Contributor’s knowledge, the Property, and the use and operation thereof, is (or the use and operation of any component, portion or area of the Property is) in material compliance with applicable municipal and other governmental laws, ordinances, regulations, codes. The fee simple owner of the Land possesses... | Label: Compliance With Laws |
e79b2731-314e-48c6-8a82-1bf06b2caca8 | Clause:
Except as otherwise determined by the Committee or as provided in an Award Agreement, upon a Participant’s termination of employment or service or resignation or removal as a Director (in either case, as determined under criteria established by the Committee) during the applicable restriction period, all Shares... | Label: Forfeitures |
824d7daa-2440-4624-962c-6fee35cea460 | Clause:
Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any Property Taxes, franchise taxes and charges, and other governmental charges that may become a Lien upon the Project or become payable during the term of the Loan, and will pro... | Label: Taxes |
26de57dc-498c-4845-8f64-d1f8958823fc | Clause:
All amounts due under this Section 10.04 shall be payable not later than ten Business Days after demand therefor; provided , however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitle... | Label: Payments |
bb7f41a9-3403-4385-a54b-c6f6078a9dec | Clause:
Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement (if not already a Lender thereunder), (B) it meet... | Label: Representations |
9f39bbeb-3ac1-429f-ad04-c01caceb0dd5 | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each ... | Label: Erisa |
911cd7f1-5674-4695-8274-f8db1f7b929d | Clause:
All cash components of the above-described severance payments shall be paid in a lump sum within thirty (30) days of the Termination Date; provided that, only to the extent required by Section 409A of the Code (defined below), such payments shall be made in a lump sum six months after the Termination Date.
Tas... | Label: Payments |
af4a793e-ffdd-4d5e-92d6-131c61ac1530 | Clause:
Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed received by the recipient when delivered personally or, if mailed, five (5) days after the date of deposit in the United States mail, certified or registered, postage prepaid and addressed, in the case of... | Label: Notices |
9848648c-9720-4ee6-999c-993c5722120e | Clause:
This Agreement may be executed in any number of counterparts and all counterparts taken together shall be deemed to constitute one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Counterparts |
1004d95c-a606-4ab2-8701-437baea0aa14 | Clause:
The initial term of this Agreement shall be for the period beginning on June 1, 2016 and ending on December 31, 2016. On January 1, 2017 and on each subsequent anniversary thereafter, this Agreement shall automatically renew and extend for a period of 12 months unless written notice of non-renewal is delivered ... | Label: Terms |
c7275379-f694-4063-be90-8d00ae3e3897 | Clause:
This Agreement may be amended only by written agreement signed by the Participant and the Company.
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, Authori... | Label: Amendments |
f21be28f-73dc-484c-b6fe-cf3a6f2fe2ce | Clause:
Subject to the termination provisions set forth in Section 10 , the closing of the transactions contemplated hereby (the “ Closing ”) shall occur on the third business day after the satisfaction or waiver of all of the conditions to closing set forth in Sections 8 and 9 (other than those conditions that by thei... | Label: Closings |
1c0437c9-7a20-4e57-a3da-99811b3abb78 | Clause:
Lessee hereby represents and warrants to Lessor that Lessee has not dealt with any real estate broker or agent in connection with the negotiation of this Fourth Amendment, and that Lessee knows of no real estate broker or agent who is entitled to a commission in connection with this Fourth Amendment. Lessee sha... | Label: Brokers |
d24bee03-3799-4839-a4d9-b4a4fa95ae12 | Clause:
Each Required SPE shall do or cause to be done all things necessary to remain in existence. Borrower and Approved Music Venue Manager, as applicable, shall do or cause to be done all things necessary to preserve, renew, keep in full force and effect, or modify or replace as necessary, all rights, licenses, Perm... | Label: Existence |
4925cb87-a91d-496c-92d2-5d0da8e13232 | Clause:
The Escrow Borrower hereby assigns all of the Obligations of the Escrow Borrower under the Credit Agreement and the Loan Documents to Staples.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Assignments |
ffe21f00-1692-4d00-8c86-490e1003d594 | Clause:
MGT Sports and Parent, each have the requisite legal capacity, power and authority to enter into, and perform under, this Agreement. MGT Sports has the requisite legal capacity, power and authority to purchase the Exchange Securities. Each of the execution, delivery and performance of this Agreement by MGT Spor... | Label: Authorizations |
dc6f5ec0-8557-465e-bc5e-c97f1f983d65 | Clause:
Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other written information (other than information of a global economic or industry nature) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation... | Label: Disclosures |
58c53bef-2348-41be-ac47-92898ddc5cbe | Clause:
The Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fees or similar payments by Holder relating to this Agreement or the transactions contemplated hereby. The Company shall indemnify and hold harmless each of Holder, its emplo... | Label: Brokers |
d4b27a63-74c0-45e2-8d9a-48c03882d914 | Clause:
This Security Agreement shall be binding upon and inure to the benefit of the Investor and the Company and their respective successors and assigns; provided , however , that the Company may not sell, assign or delegate rights and obligations hereunder without the prior written consent of the Investor.
Task: Cl... | Label: Assignments |
26b588ba-64df-4a35-8158-256f3f850870 | Clause:
Each of Parent and Merger Sub has all necessary power and authority and legal capacity to execute, deliver and perform all of its obligations under this Agreement, and consummate the transactions contemplated hereby, and no other proceedings or actions on the part of Parent, Merger Sub or their respective board... | Label: Authority |
ec39ffaa-65d8-433e-90ba-0c8a42a95986 | Clause:
Payment of the Award is subject to the Participant satisfying all applicable federal, state, local and other tax that the Company is required to withhold with respect to the Award on a Payment Date (including the Participant’s FICA obligation). The Company shall have the power and the right to (i) deduct or wi... | Label: Withholdings |
5059ad49-be9d-448e-a601-adcb8696c47a | Clause:
Employee hereby affirmatively represents that he has suffered no workplace injury or illness during his employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Representations |
3888f4a6-4a13-4335-bd8b-46f6f7ef339c | Clause:
The Plan and this Award Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to the conflict of laws provisions thereof. Any legal proceeding arising out o... | Label: Venues |
914a1906-dcba-4f00-808f-676546467c63 | Clause:
The illegality or unenforceability of any provision of this Loan Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Loan Agreement or such instrument or agreement.
Task: Classify this clause into O... | Label: Severability |
51416f26-01a3-43f2-84b5-ec17ac6c3bee | Clause:
This Agreement will be governed by and construed in accordance with the laws of the State of Texas excluding that body of law known as conflicts of law. The Parties will endeavor to settle amicably by mutual discussions any disputes or claims related to this Agreement (“ Dispute ”). Failing such settlement, and... | Label: Governing Laws |
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