id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
29a1c6ac-5c99-47e3-992c-f8a23e5e12c8 | Clause:
All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five calendar days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at, for the Company, its primary busines... | Label: Notices |
17f5efb1-ef2b-4a1c-be7e-3a74ed5dd04b | Clause:
The Company will use the proceeds from the sale of the Shares for working capital and general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Use Of Proceeds |
57e74787-d9aa-499c-a8b5-b9a00e616e24 | Clause:
In the event of an occurrence constituting the basis of termination for Cause, with the exception of the basis for Cause under subsections 1(a)(i), 1(a)(ii), 1(a)(iii) or 1(a)(iv) of this agreement, the Company shall provide you with 60 days’ written notice regarding the basis of termination for Cause, and you ... | Label: Notices |
9938c633-999d-4b0f-961c-10b7c96204c1 | Clause:
(a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries own or have a valid and enforceable license to use all Intellectual Property Rights necessary to, or material and used or held for use in,... | Label: Intellectual Property |
ca99f83b-d304-4eaa-90ce-603c9fe46ef7 | Clause:
There is no claim, action, suit, proceeding, arbitration, investigation or inquiry pending before any governmental entity, or to the knowledge of INVESTOR, threatened against INVESTOR, or one of its related entities, that would impact or restrict INVESTOR's ability to comply with the terms of this Agreement. E... | Label: Litigations |
540f43f5-1044-4e9b-8913-751056e671e8 | Clause:
No waiver or course of dealing shall be established by (a) the failure or delay of Agent or any Lender to require strict performance by the Loan Parties with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of ... | Label: Waivers |
67c5d648-4a2a-4635-8ffb-0ce71c0ff534 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower, the L/C Issuer, the Swingline Lender or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Pa... | Label: Participations |
074a20e7-d415-4df3-8585-9670c7480172 | Clause:
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by email with... | Label: Counterparts |
77115060-e8bb-4faa-9eca-e55ec5edd38d | Clause:
The Loan Parties authorize the filing of such UCC-1 financing statements as are required by the UCC and shall execute such other instruments, assignments or documents as are necessary to perfect Administrative Agent’s Lien upon any of the Collateral and shall take such other action as may be required to perfect... | Label: Further Assurances |
8abef5ad-1007-47c0-9436-00ee427efbc9 | Clause:
THIS TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
Task: Classify this clause into ONE of thes... | Label: Venues |
cb853e5b-7035-44ae-9623-bf7b14da88b1 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart to this Agreement by facsimile transmission... | Label: Counterparts |
b0b58f83-ceff-49f9-9eea-c37c0c147002 | Clause:
The parties hereby appoint _____________, ESQ., as Closing Agent to receive, deposit and distribute funds for the parties as set forth in this Contract. The parties agree that the Closing Agent shall prepare and obtain escrow instructions, closing documents and instruments evidencing the terms and conditions o... | Label: Costs |
a8964bc1-9123-4b9c-8017-7e5c44912efa | Clause:
On the Amendment No. 1 Effective Date, after giving effect to the Amendment Transactions, the Borrower and its Subsidiaries, 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, ... | Label: Solvency |
5d85b082-3447-4689-9cd0-b8d9c9079fcb | Clause:
The Parent Borrower has no Subsidiaries, except those Subsidiaries which are (a) identified in Item 6.8 of the Disclosure Schedule or (b) permitted to have been organized or acquired in accordance with Sections 7.2.5 or 7.2.10 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Subsidiaries |
1600ad2a-d17f-4841-a361-2c68c65734ad | Clause:
Shares of Restricted Stock shall be evidenced by a written Award Certificate, and shall be subject to such restrictions and risk of forfeiture as determined by the Board, and shall be granted under and pursuant to the terms of the Incentive Plan. Unless and until provided otherwise by the Board, the Restricted ... | Label: Terms |
5830bcce-cc0a-46e9-8baa-a060c8902874 | Clause:
The Borrower will, and will cause each Subsidiary to, pay its Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the ... | Label: Taxes |
85841b04-646e-48e0-bd24-f04e36015965 | Clause:
The Company knows of no pending or threatened legal or governmental proceedings against the Company or the Subsidiary which could materially adversely affect the business, property, financial condition or operations of the Company and its Subsidiary, taken as a whole, or which materially and adversely questions... | Label: Litigations |
c42a7121-a75f-4911-ab6a-33b076778397 | Clause:
Borrower shall have paid all reasonable fees and disbursements of Lender’s counsel and all recording fees, search fees, charges and taxes in connection with this Amendment and all transactions contemplated hereby or made other arrangements with respect to such payment as are satisfactory to Lender.
Task: Class... | Label: Fees |
3d011369-5e12-4d31-87ae-5e921fb3baca | Clause:
Except as set forth on Schedule 3.1(h), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or suc... | Label: Financial Statements |
7fe93c35-8ffe-454d-874e-474d54ef2725 | Clause:
The provisions of this Section 6.01 of this Part III apply to 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... | Label: Effective Dates |
9d2435e1-4ca1-434a-9a0d-363f3b3a9cbb | Clause:
Executive agrees that if his employment as President and Chief Operating Officer of P&W is terminated on or before May 31, 2018 (the "Contract Termination Date"), Executive agrees to provide such reasonable services as may be requested of him, from time to time, by the President and/or General Counsel of P&W su... | Label: Employment |
75e98f6a-bc9f-49a0-89ae-be279348bac0 | Clause:
WAIVERS . EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS, FOR ITSELF IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK ... | Label: Submission To Jurisdiction |
0f0ff71c-3670-4d0e-8bef-450ea816ea8d | Clause:
This Amendment may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Counterparts |
13ffa30f-2637-4f23-a640-9480c9abd890 | Clause:
The Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, with full power and authority to own, lease, use and operate its properties and to conduct its business as currently conducted.
Task: Classify this clause into ONE of these types (exactly ... | Label: Existence |
952f9294-018c-49d2-9f68-96985d1fc032 | Clause:
The Executive shall be employed as the Executive Vice President and Chief Financial Officer of the Company and the Bank and, subject to the direction of the Board of Directors, shall perform and discharge faithfully the duties and responsibilities which may be assigned to the Executive from time to time in conn... | Label: Positions |
af0475ff-2c37-4997-b15c-fb28fecafdce | Clause:
Each of the Loan Parties and its Restricted Subsidiaries has duly complied, and its Properties and business operations are in compliance with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of mate... | Label: Compliance With Laws |
98e4c520-fd0e-4802-b8af-c35a3df359ca | Clause:
Upon its receipt of a reasonably detailed invoice setting forth a Party’s reasonable, documented costs and expenses incurred pursuant to any provision of this Article VII relating to the Territory, for which the other Party shall be liable in accordance with this Article VII, such other Party shall pay such cos... | Label: Expenses |
51daeb11-808c-4a35-93b2-6f7793303a28 | Clause:
Following the Closing Date, the sole and exclusive remedy (other than claims arising from fraud) (a) for any inaccuracy or breach of any representation, warranty, covenant or agreement contained in this Agreement, or (b) otherwise relating to the subject matter of this Agreement shall be subject to indemnificat... | Label: Warranties |
7ab3c91b-e991-4384-b8de-bf875f309035 | Clause:
The validity, construction, interpretation and effect of the Plan and Award Agreements issued under the Plan shall be governed and construed by and determined in accordance with the laws of the State of Pennsylvania, without giving effect to the conflict of laws provisions thereof.
Task: Classify this clause i... | Label: Governing Laws |
3049f3b0-04f1-401f-aebd-ce527f8ec0a8 | Clause:
The loans made pursuant to the Incremental Term Loan B Facility (the “ Incremental Term Loans ”) may only be incurred on the Closing Date and the proceeds thereof shall be utilized, together with the proceeds of the Senior Subordinated Notes, the Securities or the Senior Subordinated Bridge Facility, as applica... | Label: Use Of Proceeds |
fffe9195-915e-4262-a11a-25d76f9ccf08 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the pr... | Label: Successors |
727a1791-2deb-4fc6-97b4-17b19eef7b15 | Clause:
Each Guarantor hereby acknowledges the provisions of Section 2.16 of the Term Loan Agreement and agrees to be bound by such provisions with the same force and effect, and to the same extent, as if such Guarantor was a party to the Term Loan Agreement.
Task: Classify this clause into ONE of these types (exactly... | Label: Agreements |
5831e330-0b2e-46af-b346-8a26312e65bf | Clause:
Except as otherwise expressly provided in this Agreement, all costs and expenses incurred by the Parties in connection with this Agreement and the consummation of the transactions contemplated hereby shall be borne solely and entirely by the Party which has incurred such expenses.
Task: Classify this clause in... | Label: Expenses |
625394ff-fe64-4323-996c-4ade61ca41ac | Clause:
Subtenant shall use the Subleased Premises only for the Permitted Uses as provided in the Master Lease (and Sublandlord represents to Subtenant that the Subleased Premises may be used for executive and general offices and uses ancillary thereto). Subtenant shall be fully responsible and liable (Master Landlord ... | Label: Indemnifications |
9ebbdaa3-f1a2-471f-9b27-a639c3587949 | Clause:
The Company shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any Investor holding Regist... | Label: Records |
feb117ef-da93-4f99-a2ae-59098a6f146d | Clause:
This Agreement together with the CVR Agreement, the Confidentiality Agreement, the exhibits hereto or thereto, the Company Disclosure Letter and the other documents and certificates delivered pursuant hereto, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both writte... | Label: Entire Agreements |
1377e0a6-154a-4db9-82eb-f2d7eb9085a7 | Clause:
Employee will be paid a Base Salary of two hundred seventy-five thousand dollars ($275,000.00) per year subject to normal payroll withholdings, except that Employee will receive fifty (50%) of his Base Salary until the CEO and Board of Directors have determined the Company's liquidity and capitalization positio... | Label: Base Salary |
7d65b760-7979-48fe-93f4-ce5ddd6a588e | Clause:
This Waiver may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Waiver by facsimile or electronic (e.g., pdf) transmission shall be effective as delive... | Label: Counterparts |
dfe7d8b8-a23d-4a0b-9f6e-94b09d367f66 | Clause:
This Amendment, taken together with the Trust Agreement, embodies the entire agreement and understanding of the parties hereto and supersedes all prior agreements and understandings, written and oral, relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Entire Agreements |
c8b0c4ca-9a98-450a-945b-bba462c98b8d | Clause:
Effective upon the closing of the transactions contemplated by the Purchase Agreement (the “ Closing Date ”) and in exchange for the consideration paid directly or indirectly to the Restricted Parties under the Purchase Agreement and other good and valuable consideration, each Restricted Party, hereby releases ... | Label: Releases |
14992e31-71da-473b-a0db-3ddb0dc21705 | Clause:
The laws of the State of Illinois shall govern all matters arising out of, in connection with or relating to this Agreement, including its validity, interpretation, construction, performance and enforcement (including any claims sounding in contract or tort law arising out of the subject matter hereof and any d... | Label: Applicable Laws |
38e3e548-3b50-4e44-baab-eab72157adf9 | 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 w... | Label: Severability |
2e3cad5f-01f2-4321-9fa2-4c54e784952e | Clause:
Subject to the terms and conditions set forth herein, (i) the Existing Letters of Credit shall be refunded, refinanced, replaced and deemed issued hereunder and, on and after the Closing Date, shall constitute Letters of Credit for all purposes hereunder and under the Loan Documents and (ii) on and after the Cl... | Label: General |
86da5e98-6603-4f67-82e9-3ffb16957397 | Clause:
The Company hereby agrees to employ Executive, and Executive hereby accepts employment by the Company, in accordance with and subject to the terms and conditions set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Employment |
72177fcf-f38c-4232-9885-9e1bb73d8d0c | Clause:
The invalidity or unenforceability of any provisions of this Agreement, in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, ... | Label: Severability |
d9db5356-a0ef-47e7-9d5f-e39426a55108 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure 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... | Label: Releases |
b21fe64a-591a-40d8-82d2-8df3306939ad | Clause:
No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by the Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party here... | Label: Miscellaneous |
a09ef15e-69bf-40b4-bf99-1d33976cb250 | Clause:
The Company shall withhold from any cash bonus paid pursuant to paragraph 10 the amount necessary to satisfy any applicable federal, state and local withholding requirements.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Taxes |
21532e7c-9839-4e70-b466-56d584f9969a | Clause:
This Agreement and the Grant Certificate shall be construed and interpreted in accordance with the laws of the State of Florida without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction... | Label: Governing Laws |
8c85f20c-51db-42fe-8d86-6aa25c14a60e | Clause:
GTHC is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all requisite corporate power and authority to own its properties and carry on its business as now being conducted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Organizations |
5287a888-53fd-4336-b261-05e18589a63c | Clause:
If the Executive’s employment is terminated during the Term as a result of the Executive’s death, this Agreement shall terminate without further notice or any action required by the Company or the Executive’s legal representatives. Upon the Executive’s death, the Company shall pay or provide to the Executive’s ... | Label: Death |
5d09f678-285a-4487-949d-e8c11ab6173e | Clause:
In case of termination of employment, Participant will be paid all commissions earned but unpaid as of the termination date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Terminations |
5523ac42-a43a-48fd-b206-6c5ce7da3ba2 | Clause:
The execution, delivery and performance of this Agreement do not (a) violate or conflict with the Certificate of Incorporation or By-laws of Purchaser, or (b) conflict with or violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to Purchaser except such... | Label: No Conflicts |
9a2c5c1a-ce34-4b00-97f6-92a075fe9898 | Clause:
Tenant’s indemnity of Landlord as set forth in this Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any negligence or willful misconduct of Tenant or Tenant’s Agents, or anyone directly or indirectly employed by any of them, or in connect... | Label: Indemnity |
ad2f78bf-0b40-4757-b3c7-3e1a726aa5a7 | Clause:
All notices, requests and other communications to any party hereunder shall be sent to the address or email address set forth on the signature page hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Notices |
7ecc829e-ae06-4fe1-aecb-734d79f6704b | Clause:
This Agreement constitutes the Entire Agreement, and supersedes any and all prior Agreements, between Company and Consultant. No amendment, modification or waiver of any of the provisions of this Agreement will be valid unless set forth in a written instrument signed by the party to be bound thereby.
Task: Cl... | Label: Entire Agreements |
b4eab1d6-14f5-4755-93b4-a86bc7d94be5 | Clause:
Any notice or communication given or required under this Agreement will be in writing and will be delivered as follows, with notice deemed given as indicated: (i) by personal delivery, when actually delivered; (ii) by recognized overnight courier service, upon written verification of delivery by the courier ser... | Label: Notices |
541fdbe3-ea7f-445f-a248-24173ec2a90e | Clause:
Borrower shall not directly or, to the knowledge of Borrower, indirectly, use the proceeds of any Borrowing, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, ... | Label: Sanctions |
ef61d8a5-2795-48d5-866a-18f3d6c1234d | Clause:
This Agreement and the Research Agreement contain the entire agreement among the parties with respect to the transactions contemplated hereby and supersede all prior negotiations, commitments, agreements and understandings among them with respect thereto.
Task: Classify this clause into ONE of these types (exa... | Label: Entire Agreements |
9344514b-b367-4914-b60c-d7925598f911 | Clause:
The Parties agree Executive may revoke the Agreement at will within seven (7) days after he executes the Agreement by giving written notice of revocation to Company. Such notice must be delivered to , and must actually be received by [him/her] at or before the above-referenced seven-day deadline. Th... | Label: Effective Dates |
8887d7bb-e420-4246-859c-c65708996267 | Clause:
The Executive ’ s term of employment with the Company under this Agreement shall begin on the Effective Date and shall continue on an at-will basis until that employment ceases in accordance with Section 6 for any reason (the “ Term ” ).
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Terms |
6d0b7249-682a-4740-8b10-f01732089d4d | Clause:
Each of Parent and the Company is duly organized, validly existing, and in good standing under the laws of the States of Louisiana and Delaware, respectively.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Organizations |
b6dc886e-37ed-4b88-9c59-a5f048f82b2c | Clause:
The Company will use commercially reasonable efforts to maintain all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct its business as described in the Prospectus, and the Company shall conduct its business, or cause its business to be... | Label: Compliance With Laws |
10e38464-3e69-4219-8f06-c24d5e4e9d77 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the Stockholders and their respective successors and assigns. An Stockholder may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrabl... | Label: Assignments |
5015c61e-98f2-4b8b-be0d-85d805600406 | Clause:
Interest hereunder on each Prime Rate Loan shall be due and payable on the last calendar day of each month during the term hereof, commencing on April 30, 2015. Interest hereunder on each LIBOR Loan shall be due and payable on the last day of each Interest Period applicable to such LIBOR Loan; provided, however... | Label: Payments |
a503803c-1de2-43e1-ae22-24e37dea1daa | Clause:
Except for any filings that may be required by applicable federal securities or antitrust laws, the execution and delivery of this Agreement by CAC do not, and the performance of its obligations hereunder will not, (a) require any consent or approval by, filing with, or notification to, any Governmental Entity ... | Label: No Conflicts |
b372c07b-e310-4db4-9be9-4dfd1e342135 | Clause:
Notwithstanding any other provision in this Agreement to the contrary, controversies between Buyer and Sellers shall be resolved, to the extent possible, by informal meetings and discussions in good faith between the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Consent To Jurisdiction |
a69655e3-639b-4b3d-8b65-9348265c0a88 | Clause:
Except as set forth below, the terms, conditions, covenants, restrictions, and other provisions contained in this letter agreement are separate, severable, and divisible. If any term, provision, covenant, restriction, or condition of this letter agreement or part thereof, or the application thereof to any pers... | Label: Severability |
6d5e6cf7-80ca-4aff-a404-764f8cc05955 | Clause:
The Company hereby employs Executive as its Chief Operating Officer and Executive hereby accepts such employment, upon and subject to the terms and conditions in this Agreement. Executive shall be based in the Company’s office in or proximate to Glenelg, Maryland or at such other place as the parties may hereaf... | Label: Employment |
05370932-bc1e-4aea-8907-b56bf601a716 | Clause:
Each Guarantor hereby guarantees that payments hereunder will be paid to the Purchaser without set-off or counterclaim in U.S. dollars at the address set forth or referred to in the Signature Pages to the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Payments |
0db0ac78-7485-46fe-8f83-9397bf0d0346 | 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 telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrat... | Label: Amendments |
c4790d8a-07ae-4b17-a550-cb9dcb0bed9f | Clause:
Client shall pay the fees set forth below for the Communicator Advantage Services.
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 Sa... | Label: Fees |
1807c793-b999-442d-8944-c77e03d58b04 | Clause:
The properties of the Loan Parties and their respective Subsidiaries and JV Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in simila... | Label: Insurances |
e384dd8b-47b3-4f21-84f8-c14d63b37778 | Clause:
As of the Closing Date, Borrower owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted except for such Intellectual Property the failure of which to own or license could not reasonably be expected to have a Material Adverse Effect. Borrower will maintain... | Label: Intellectual Property |
c2e38624-74cd-4a9a-b1ba-4b9bdd6dbe4f | Clause:
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which will be deemed one and the same instrument. All payments and benefits provided hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law.
Task: C... | Label: Counterparts |
cbc1633e-98fe-435a-a59a-92adbad7807f | Clause:
The Executive shall continue to serve as the Company’s Chief Financial Officer from the Signing Date until the Effective Date (as defined below) (the “Transition Period”). During the Transition Period, the Executive’s prorated annual base salary and annual bonus target shall be as set forth on Schedule 1.1. The... | Label: Terms |
7d1e21d8-bb0d-4bda-8300-e877dbc2eb89 | Clause:
The minute books and the operational books and records of the First Closing Facilities are in the possession of Owner and are correct and complete in all material respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Records |
27170de5-fffd-40e2-be28-ad1e7a29161c | Clause:
The Committee may condition the grant, exercise, vesting or settlement of equity-based awards on the achievement of specified performance goals in accordance with this section. The Committee may also condition the grant, vesting or payment of annual and long-term cash incentive awards on the achievement of spec... | Label: General |
b4d66dd5-d614-46f1-90d4-61b3529485e1 | Clause:
Notwithstanding anything in this Article XIV or elsewhere in this Agreement to the contrary, any amendment and restatement of the Partner Registry by the General Partner to reflect events or changes otherwise authorized or permitted by this Agreement shall not be deemed an amendment of this Agreement and may ... | Label: Amendments |
f06a2425-9df2-4a47-9cb7-90c87d666642 | Clause:
The capitalized terms used in this Supply Agreement shall have the meanings as defined below or, if not defined below, as defined in the Asset Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Definitions |
53db40ab-12b6-4965-bbfe-f88883f9a9b6 | Clause:
Unless this Agreement is terminated in accordance with Section 6.18 , the representations, warranties agreements and covenants contained herein shall survive the Closing and the delivery of the Securities, subject in each case to the applicable statute of limitations.
Task: Classify this clause into ONE of the... | Label: Survival |
59d0a942-24f4-467f-9b78-3c7bdbbc0a73 | Clause:
The Company shall not permit any of its subsidiaries, directly or indirectly, to encumber or allow any Liens on, any of its copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent... | Label: Intellectual Property |
d7a23748-6330-4656-9fc2-9464d87ea9b7 | Clause:
Seller will file all appropriate tax returns and pay any and all required Taxes (other than the amount of any Taxes the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserve in accordance with GAAP have been provided on the books of Seller).
T... | Label: Taxes |
0fdbc85c-5237-494a-8537-010b457cd47a | Clause:
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof and supersedes all prior or contemporaneous negotiations, promises or agreements (including, but not limited to any proposal submitted by PCT to Client relating to Services to be provided by PCT) of ev... | Label: Entire Agreements |
5860f6ef-b8f5-439b-82ce-84dea5f2256f | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures to this Agreement may be transmitted via facsimile and such signatures shall be deemed to be originals.
Task: Classify this c... | Label: Counterparts |
b6a80ae4-fb21-4e55-83f2-ad57678f6dc9 | Clause:
The Lenders agree to indemnify each Agent and its officers, directors, employees, Affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respecti... | Label: Indemnifications |
31e35e6d-a5c9-4370-a278-8e61425500c2 | Clause:
Holder may hire or pay someone else to help collect this Note if Maker does not pay, which amount Maker agrees to repay to Holder. This includes, subject to any limits under applicable law, collection costs and fees, Holder’s attorney’s fees and Holder’s legal expenses, whether or not there is a lawsuit, includ... | Label: Expenses |
79a77acb-a337-44ae-a753-20b1c29c25a4 | Clause:
Subject to subsections 2(a) and 2(f), the Option shall vest in full upon February 19, 2019 .
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, Authorization... | Label: Vesting |
c9aa9ef8-1f33-4627-a44a-30ab9e78045d | Clause:
Each Borrower and each Operator shall comply with all applicable requirements (including applicable Laws) of any Governmental Authority having jurisdiction over such Borrower, Operator or any applicable Project where such failure to comply would result in a Material Adverse Change.
Task: Classify this clause i... | Label: Compliance With Laws |
d6fb8442-5aef-4a45-8497-34baae844ac0 | Clause:
This Agreement, together with the exhibits, and the other Integrated Agreements, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Members with respect to the subject matter hereof... | Label: Entire Agreements |
0fdf17d2-5035-4382-a7d8-206f610f4e8b | Clause:
Effective as of the date hereof, (a) Assignor hereby irrevocably assigns all of its rights and obligations under the Purchase Agreement (and any related Transaction Agreements) to Assignee, and Assignee hereby agrees to irrevocably assume all of Assignor’s rights and obligations under the Purchase Agreement (an... | Label: Assignments |
bf9a2461-fbe5-4c55-935c-b78a72ba5b8c | Clause:
The execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, and, in the case of the Borrower, the borrowing of Loans and the use of proceeds thereof, in each case, (a) do not require any consent or approval of, registration or filing with, or any other action by, ... | Label: No Conflicts |
587deddd-9b7d-4f21-a468-d95b3ec12ec5 | Clause:
All notices, requests, demands and other communications (collectively, "Notices") given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, facsimile transmission, email or by United States first class, registered or certified mail, postage prepaid, addressed (i)... | Label: Notices |
7259ed31-b95c-4ae0-8a91-12f01462a9fd | Clause:
Effective as of the Transfer Effective Time, the GCP Group shall assume all Liabilities of the Grace Group with respect to vacation, holiday, annual leave, or other leave of absence, and required payments related thereto, for each GCP Group Employee. The Grace Group shall retain all Liabilities with respect to ... | Label: Vacations |
2215770c-f52a-476a-914e-a85a52f45263 | Clause:
Neither Party may assign its rights under this Agreement to, nor have its obligations assumed by, any person without the prior written consent of the other Party hereto, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either Party may assign its rights, dutie... | Label: Assignments |
e19d2984-fb8e-41fc-b78b-523bf6b1882b | Clause:
No Default or Event of Default shall exist or would result from such Credit Extension or from the application of the proceeds thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: No Defaults |
d75921c3-4342-41e8-b981-76e5621fba6a | Clause:
Any portion of the Award and any RSUs which do not vest pursuant to Section 1 above shall automatically and without further action be cancelled and forfeited by Participant, and Participant shall have no further right or interest in or with respect to such portion of the Award or RSUs.
Task: Classify this clau... | Label: Forfeitures |
914e6d22-eaf9-46e7-be2d-2ce4790c2dc4 | Clause:
During Executive’s employment with Affinity, Executive shall be entitled to participate in those employee benefit plans that Affinity may make generally available to its similarly situated employees provided that Executive otherwise meets the eligibility requirements of those plans. In addition, Affinity will r... | Label: Benefits |
d0aafb59-2f87-4ce5-b16a-2a026ea8216e | Clause:
Certain Options granted under the Plan are intended to qualify as Incentive Stock Options. Options may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate; provided, however , that Incentive Stock Options may be granted only to Eligible Person... | Label: General |
09d5a777-7085-49f3-b9e2-6573391adb89 | Clause:
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and ... | Label: Construction |
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