id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
9179537c-661d-4c09-8ed7-9e563c45c15c | Clause:
Any amounts payable under the Plan will be made solely in cash and and/or Units and not in the form of any other property or securities, notwithstanding any investment option hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Payments |
b7b262a3-ad76-43b1-8e46-c2b21a56c0c1 | Clause:
You shall not make any negative or disparaging comments, or cause or encourage others to make any negative or disparaging comments, about the Company and its affiliates; including, where applicable, their directors, officers, members, employees, affiliates, products, or services. Nothing in this paragraph shall... | Label: Non-Disparagement |
c95b422a-f6c3-4166-a0c0-5858a56b921a | Clause:
This Agreement may be executed in two (2) or more counterparts which together shall constitute a single agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Counterparts |
afb57f83-dfa7-4f46-a748-cd89cbed2085 | Clause:
If any court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect u... | Label: Severability |
5944748d-dd6b-4067-be95-3eefb5018657 | Clause:
As requested by one party, the other party will promptly execute and deliver or cause to be executed and delivered all such other and further instruments, documents or assurances, and promptly do or cause to be done all such other and further things as may be necessary and reasonably required in order to furthe... | Label: Further Assurances |
e324c2e7-55e2-4f0d-96f6-e0cb7185aca8 | Clause:
If any term of provision hereof is determined to be invalid or unenforceable in a final court or arbitration proceeding, (i) the remaining terms and provisions hereof shall be unimpaired and (ii) to the extent permitted by applicable Law, the invalid or unenforceable term or provision shall be deemed replaced b... | Label: Severability |
52fe6325-cea0-4610-b5a2-586a863d5acf | Clause:
During the Employment Term (and thereafter to the extent expressly provided herein), the Executive shall be entitled to participate in all of the Company’s employee benefit plans applicable to the Company’s comparable senior executives to the extent the Executive is entitled to so participate according to the t... | Label: Benefits |
52b31857-0e8a-49fd-811a-4a22df7b8808 | Clause:
The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that Company determines that any amounts pay... | Label: General |
2ebc6c90-94fe-4277-9291-b8af35af928a | Clause:
It is further agreed and understood by the parties that if any part, term or provision of this Agreement should be unenforceable, invalid, or illegal under any applicable law or rule, the offending term or provision will be struck and the remaining provisions of the Agreement will not be affected or impaired th... | Label: Severability |
adbbccda-3ea4-4097-83e4-34aaddc4e4c7 | Clause:
If any provision of this Amendment or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
93fbf3dc-bd03-401a-adfd-218a3f0b0c29 | Clause:
Subject to Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Second Priority Representatives or any Se... | Label: Severability |
a52c04e2-f98d-4d2b-95e2-7dc6d2f49ce5 | Clause:
Subject to Section 8 below, the Award shall vest and become nonforfeitable as set forth in the Grant Notice. (Each vesting date set forth in the Grant Notice is referred to herein as a “ Vesting Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Vesting |
95f0071f-3f8c-4919-80f8-c0d70d584576 | Clause:
Provisions of this letter agreement shall survive any termination of this letter agreement if so provided herein or if necessary or desirable to fully accomplish the purposes of such provision.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Survival |
7c5587b1-f389-4ddf-abf7-d71edd04c0ab | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state or federal courts o... | Label: Governing Laws |
7e59f468-dbc3-4eb2-b3c0-0b7f095d54c0 | Clause:
This Agreement embodies the entire agreement of the Parties respecting the subject matter hereof. There are no promises, terms, conditions or obligations other than those contained in this Agreement. This document supersedes all previous communications, representations or agreements, either verbal or written, b... | Label: Entire Agreements |
98739545-ed41-4098-a3b3-7c10260a477e | Clause:
The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the General Disclosure Package and the Final Offering Memorandum in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to ... | Label: Capitalization |
7e0443fd-4ad7-4c06-8101-12c97cc36431 | Clause:
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shal... | Label: Severability |
4a19a399-f801-4f0f-9f6d-a087be1b6394 | Clause:
Subject to the terms and conditions of this Agreement, (i) Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Phase I Property (defined in Section 1.3), and (ii) Seller grants to Purchaser the exclusive option to purchase the Phase II Property (defined in Section 1.3) (the “ P... | Label: Agreements |
d1a91c21-d7ed-496d-8f4a-00f30e8c89d3 | Clause:
The Company may terminate the Plan, either as to its participation or as to the participation of one or more Employers. If the Plan is terminated with respect to fewer than all of the Employers, the Plan shall continue in effect for the benefit of the Employees of the remaining Employers.
Task: Classify this c... | Label: Terminations |
1a6758bc-97dc-46eb-8cbd-9cc6542bbc87 | Clause:
From and after the Closing, except as specifically provided herein, the sole and exclusive remedy of any Indemnified Party for any breach or failure to be true and correct, or alleged breach or failure to be true and correct, of any representation, warranty covenant, agreement or obligation in this Agreement or... | Label: Remedies |
4ce7aeca-f5d3-416c-8913-d08c17727d6d | Clause:
The Participant agrees to execute such additional agreements as the Company may reasonably require to effectuate the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Cooperation |
3aa8c3ca-cb5c-46eb-a193-9de71a504476 | Clause:
If an Event of Default has occurred and is continuing and Administrative Agent (for its benefit and for the benefit of Lenders), without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale and notices required ... | Label: Remedies |
5e743646-05eb-4019-ae8a-9fb5f32ce058 | Clause:
During the Term, Waggoner shall have the right, on the same basis as other members of senior management of the Company, to participate in and to receive benefits under the Company’s executive and employee benefit plans, insurance programs and/or indemnification agreements, as may be in effect from time to time,... | Label: Benefits |
ad22f09f-5439-4e61-b4d7-db2f0a0d1b8a | Clause:
The Consultant promises, covenants and agrees not to disclose or divulge the terms or contents of this Agreement to any third person, and not to show this Agreement to any third person, except the Consultant ’ s legal counsel or tax advisor or the Consultant ’ s immediate family (each of whom shall be informed ... | Label: Confidentiality |
2842583f-d964-4fdb-87f8-824a20550666 | Clause:
As of the Restatement Effective Date, Schedule 3.14 sets forth (a) each Subsidiary’s name as listed in the public records of its jurisdiction of organization and jurisdiction of organization, and the location of its principal place of business and chief executive office and, as to each such Subsidiary, the perc... | Label: Subsidiaries |
a1a6cca1-e918-436f-b281-6a426f2d8b4f | Clause:
This Amendment No. 1 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. Facsimile and other electronically scanned signatures shall have the same effect as their originals. This Amendment No. 1 may not b... | Label: Miscellaneous |
c82466f9-d0f2-469b-879e-8d26b5f5d28d | Clause:
It is not under any obligation, contractual or otherwise, to any Person that would adversely affect the diligent and complete fulfillment of obligations under this Agreement and the execution and delivery of this Agreement by such Party, and the performance of such Party’s obligations under this Agreement (as c... | Label: No Conflicts |
c9be21a6-56cd-4955-8e4b-09bbc4f774dd | Clause:
Each of the Parties represent and warrant that each has the proper authorization and power to enter into this agreement and effect the actions required therein, including, but not limited to, necessary board resolutions or other approvals, as required.
Task: Classify this clause into ONE of these types (exactl... | Label: Authorizations |
884a21a9-957f-4984-8fc8-05c1aefbe1c1 | 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 agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Counterparts |
98a74178-a264-4348-a060-bdb61abf906c | Clause:
The remaining one-third Performance Share Units earned based on the Committee’s determination of the level of achievement for each of the performance goal measures in accordance with Section 4 (such one-third installment being the “ Remaining Earned Performance Share Units ”) shall become vested and nonforfeita... | Label: Vesting |
d276d65b-b2cf-4c07-8328-8892fa9dfa32 | Clause:
The provisions of this Agreement will survive the termination of Executive’s employment for any reason to the extent necessary to enable the parties to enforce their respective rights hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Survival |
83d5481e-a299-4f23-8e96-34f56e8969e0 | Clause:
This Agreement, the exhibits attached hereto, and the Options granted concurrently herewith under Section 5(a) hereof, contain the entire understanding of the parties and supersede all previous contracts, arrangements or understandings, express or implied, between the Executive and the Company with respect to t... | Label: Entire Agreements |
a8d1f856-a851-48f3-8159-bc47e5bfeeb9 | Clause:
In the event of any dispute after the occurrence of a Change in Control (as defined in Section 7.2) between the Company and the Executive with respect to the Executive’s rights to any payment under this Agreement, the Company shall pay all disputed amounts to the Executive in the time and manner otherwise speci... | Label: Severability |
1da27883-33e9-4d45-a91f-631c7f83e833 | Clause:
As of the Effective Date, all premiums in respect of the Borrower’s and its Subsidiaries’ insurance have been paid. The Borrower believes that the insurance maintained by or on behalf of the Borrower and its Subsidiaries is adequate and is customary for companies engaged in the same or similar businesses operat... | Label: Insurances |
c9215ca3-818f-4f5e-b958-bc9ad3c90592 | Clause:
The headings of the Sections of this Agreement are provided for convenience only. They do not alter or limit, in any way, the text of any Section of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Headings |
a59973c5-3413-4af6-b160-d74f804062f0 | Clause:
Promptly inform Lender in writing of (a) all material adverse changes in Borrower’s financial condition, and (b) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower which could materially and adversely affect its financial conditio... | Label: Litigations |
e3fc3c5b-bc18-4d7d-9a68-269891516afe | Clause:
At or prior to the Closing, the Parties hereto shall pay all of their own expenses relating to the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of their respective counsel and financial advisers.
Task: Classify this clause into ONE of these types (exactly on... | Label: Expenses |
2bd936ac-3976-473e-b04f-6b1c79169273 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 2,000,000,000 shares of Common Stock, of which approximately 100,941,878 shares are issued and outstanding; and (ii) 5,000,000 shares of preferred stock, $0.001 par value per share, of which no shares are issued and outstanding.... | Label: Capitalization |
89089dcf-b206-4455-ba12-79927e0b2ffa | Clause:
This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision o... | Label: Applicable Laws |
6adcfb1a-b352-40b4-9aa7-cae34dbdac03 | Clause:
The captions and headings of this Agreement and in any Exhibit, Schedule or Annex are for convenience of reference only and shall not affect the interpretation hereof or thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Headings |
82156f20-98db-42eb-a6ae-c5d723c6da07 | Clause:
Designated Swap Obligations ”: as defined in the ABL Intercreditor Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary,... | Label: Terms |
d038b760-a649-44e6-ade6-1da228fd845c | Clause:
Subject to the requirements of applicable law and regulations and except as permitted by Section 9.2 , each party to this Agreement shall maintain in confidence the provisions of this Agreement. Upon Closing, that certain non-disclosure agreement dated February 19, 2016 entered into between bebe and Bluestar Al... | Label: Confidentiality |
96b31c29-9513-47bf-bb5f-87fa882dad62 | Clause:
Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary ... | Label: Use Of Proceeds |
8341b021-f6d1-4da6-b88f-17ec5370d788 | Clause:
Each of the Parties hereto, upon the request of any other Party hereto, shall, without further consideration, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assuran... | Label: Further Assurances |
ddaafe4a-4c5f-470d-8498-139fe869eb34 | Clause:
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except by a written agreement signed by the Company and Executive. As of the Effective Date, this Agreement supersedes any prior agreements or understandings between the pa... | Label: Entire Agreements |
88b9fedb-c9f0-4b4c-b08d-274302dab89a | Clause:
The Arrangers shall have received the fees required to be paid on the Amendment Date, including those separately agreed among the Borrower and the Arrangers, and all expenses (including the reasonable fees, disbursements and other charges of Simpson Thacher & Bartlett LLP, counsel for the Arrangers) for which i... | Label: Fees |
83affb4d-f69a-4bca-a60d-1e047002b033 | Clause:
Any notice required to be given to Resources pursuant to this Agreement, shall be in writing and shall be deemed to have been sufficiently given either when served personally or via facsimile and addressed to the appropriate party. Any notice required to be given to Employee pursuant to this Agreement shall be... | Label: Notices |
e41a3aef-d542-4878-8fd5-f979c0a0e1d3 | Clause:
This Agreement is effective as of December 16, 2015 (the “ Effective Date ”); provided , however , that this Agreement is contingent upon Executive: (a) signing acknowledgements to the Company’s standard form of Conflict of Interest Policy Statement and the Company’s Insider Trading Policy and Guidelines with R... | Label: Effectiveness |
1732c5a5-7c4c-4699-901a-e83b3e3ec196 | Clause:
All policies of insurance existing on the date hereof relating to the Business, the Business Assets and the Business Employees (except for any such policies maintained to provide benefits to employees under an Employee Benefit Plan) are in full force and effect, and no Seller Company is in default in any materi... | Label: Insurances |
5dceb236-db29-47f5-a4d4-1e5feab7089d | Clause:
This Agreement shall be governed in all respects by the substantive laws of the State of Delaware, notwithstanding any applicable conflict of laws rule.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Governing Laws |
4b7e7a5e-4763-41ef-9b23-c81b86490f5f | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT, AND ANY APPELLATE COURT FROM ANY THEREOF... | Label: Submission To Jurisdiction |
857e1e2a-eb28-4b5f-b572-08c7611efafd | Clause:
In reliance on the representations, warranties, covenants and agreements contained in this Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement shall be amended, effective as of the Effective Date in the manner provided in this Section 1 .
T... | Label: Amendments |
24987559-d000-44eb-b93a-a0cc100fd39c | Clause:
The definitions in the following Treasury regulations apply for purposes of paragraphs (a) through (g).
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, Au... | Label: Definitions |
17824252-7b89-4e13-b636-d06106bde2e3 | Clause:
VIVUS shall maintain complete and accurate books and records in accordance with GAAP in sufficient detail to permit Purchaser to confirm the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, for a period of *** from the creati... | Label: Records |
e317d31a-40ca-4c79-bde2-bd962b2276ca | Clause:
This Guaranty will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Applicable Laws |
7d669fbb-718b-4738-947e-fb0b4ff1e7c0 | Clause:
Any dispute, controversy or claim arising out of or relating to compliance with, or breach or alleged breach, interpretation or validity of, this Agreement or otherwise relating to the Parties (each a “ Dispute ”) will be exclusively resolved by binding arbitration, which arbitration may be commenced by sending... | Label: Arbitration |
82ac426c-b3ef-4f7a-bcb2-b6353dd003e0 | Clause:
The Company may make such provisions and take such steps as it deems necessary or appropriate for the withholding of any taxes that the Company is required by law or regulation of any governmental authority, whether Federal, state, or local, to withhold in connection with the Units or Shares subject to this Agr... | Label: Tax Withholdings |
50f27c73-939d-4bad-aa66-4282040a4855 | Clause:
Each party's obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations und... | Label: Survival |
eab4f2b4-56e3-4c67-b8b6-f0df448e933d | Clause:
The powers and responsibilities of the Partner Management Committee and its Chairman individually shall be limited to those powers and responsibilities set forth expressly in this Agreement (including, without limitation, in Sections 3.1, 4.1, 4.2, 7.1, 8.1, 8.3, 8.4 and 10.2), and to the reconstitution of the ... | Label: Powers |
b46ae43e-b661-4124-85b2-2af0d5035881 | Clause:
All amounts payable to the Executive as compensation hereunder shall be subject to all customary withholding, payroll and other taxes, and the Company shall be entitled to deduct or withhold from any amounts payable to the Executive any federal, state, local or foreign withholding taxes, excise taxes, or employ... | Label: Tax Withholdings |
083cac6f-46d3-4b7b-9185-52766d840e7c | Clause:
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provi... | Label: Severability |
7ffd894e-e7fb-43b2-a077-24b999ec3a75 | Clause:
Without the prior written consent of the other party to this Agreement, no party may assign any rights or delegate any obligations under this Agreement. Any such purported assignment or delegation made without prior consent of the other party hereto shall be null and void.
Task: Classify this clause into ONE o... | Label: Assignments |
7df854b6-c167-4a5a-ba7d-56f535f4c253 | Clause:
The Permal Contributor will at the Closing have sufficient immediately available funds, in cash, to pay the Cash Amount and any other amounts to be paid pursuant to Article II by the Permal Contributor. Assuming that all representations in Article IV are true and correct, the consummation of the Closing, includ... | Label: Solvency |
594d6719-e2e3-443f-92c0-07d7fa4e5385 | Clause:
Seller has all required Authorizations necessary to conduct its business as currently conducted or proposed to be conducted. Seller Disclosure Schedules list Seller's Authorizations and include true, correct, and complete copies thereof. All Authorizations relating to the business of Seller are in full force an... | Label: Authorizations |
938cd864-85f6-4b59-bb9f-b26fc2098a19 | Clause:
Assessments, current taxes, rents and maintenance fees will be prorated as of the Closing Date; provided, however, no prorations will be made for delinquent rents existing as of the Closing. If ad valorem taxes for the year in which the sale is closed are not available on the Closing Date, proration of taxes w... | Label: Taxes |
03b88c5d-075d-4b5e-b4fc-747141fafec1 | Clause:
In consideration of the covenants and agreements made by Blocker and FEP herein, FTAI Energy, on behalf of itself, Jefferson Holdings and Jefferson Railport, hereby agrees to pay to Blocker and FEP a fee per annum of $6,873,000 (the “ Fee ”). The Fee shall be payable on the date of issuance of the Series 2016 B... | Label: Fees |
11b0338f-23e3-4f2e-abbc-d1d34109f428 | Clause:
Indemnitee will give the Company such information and cooperation as it may reasonably require regarding his or her indemnification claim under this Agreement to the extent within Indemnitee’s power.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Cooperation |
b2fb6ae8-1600-4e43-b748-26f1ffebdc78 | Clause:
Pending Closing, the Parties shall use commercially reasonable efforts to take all actions that may be necessary to close the Transaction in accordance with the terms of this Agreement (but TJC shall not be required to waive any of the TJC Closing Conditions, and Seller and the Shareholder shall not be required... | Label: General |
a17d5a16-77cb-4475-b53b-8bac38132b4c | Clause:
Executive shall perform the duties and responsibilities, and have the authority as are customarily associated with the position of President and Chief Executive Officer of similar type and size public companies and such other duties as are consistent with the bylaws of the Company and Executive’s position and a... | Label: Duties |
00238431-3c4d-48a0-b629-f8397ea4ff75 | Clause:
RELEASES AND DISCHARGES THE ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE “ RELEASED PARTIES ”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATS... | Label: Releases |
e1751f6d-702b-437c-8627-3cd1345a6050 | Clause:
Any provision of this Second Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ... | Label: Severability |
0ae1e579-ef3f-4476-a01f-451e9d32dcef | Clause:
The execution, delivery and performance of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby will not (i) conflict with or result in a violation of any provision of its certificate of formation or other organizational documents, or (ii) violate or conflict wit... | Label: No Conflicts |
fbed50f4-68eb-48ba-a17f-45a744af825b | Clause:
Landlord and Tenant respectively represent and warrant to each other that neither of them has consulted or negotiated with any broker or finder with regard to the Premises except the Brokers named in Section 1.1. Landlord shall be responsible for and pay all commissions arising from this Lease to Fuller Real Es... | Label: Brokers |
d37e1199-72d7-4323-8744-678e0f483a78 | Clause:
This Agreement contains the entire agreement among the Company and the Stockholders relative to the formation, operation, termination and dissolution of the Company. No variations, modifications, or changes herein or hereof shall be binding upon any party unless set forth in a writing signed by all of the parti... | Label: Entire Agreements |
f4254150-a98d-470a-b239-2f7065446fc5 | Clause:
Parent has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the Mergers or the other transactions contemplated in this Agreement, except that Parent has employed Perella Weinberg Partners LP, J.P. Morgan Securities LLC and Merril... | Label: Brokers |
30cd078c-56c7-4ce9-9a61-d59b3ce5040c | Clause:
If any term, provision, covenant or restriction of the Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of the Agreement shall remain in full force and effect and shall in no way be affected, impaired ... | Label: Severability |
c4c36b69-a415-4184-bbf7-500baa1e0924 | Clause:
The parties hereto agree that it is their intention that the ABL Collateral, the Note Collateral and any Additional First Lien Collateral be identical except as provided in Article VI and as otherwise provided herein. In furtherance of the foregoing and of Section 8.08 , the parties hereto agree, subject to the... | Label: Agreements |
f4fbcb86-2786-48db-b125-2de324eb9b0a | Clause:
Each Lender irrevocably appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms hereof or thereof, together with all such powers as are reasonably i... | Label: Authorizations |
25a48626-3951-4eb5-b1f9-dc7a79c1e194 | Clause:
The terms and provisions of this Agreement may only be modified or amended by a written Agreement executed by the Members .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Amendments |
29c65e8b-0af8-4166-bf5e-8cdcfffb8cf7 | Clause:
To the maximum extent permitted by applicable law and the bye-laws of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any Affiliate and member or former member of the Committee or the Board shall be indemnified and held harmless by... | Label: Indemnifications |
a9801359-29e4-474b-b6d1-f41b9fa0a0f1 | Clause:
Such Grantor will, upon the request of the Collateral Agent, furnish to the Collateral Agent statements and schedules further identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral as the Collateral Agent may reasonably request, all in such... | Label: Further Assurances |
5fc982d4-f4d6-4c24-b574-7ae149ce801a | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature, or in electronic (i.e., “pdf” or "tif") format.
Task: Classify t... | Label: Counterparts |
3f024ab2-397f-4217-a550-672b38be8abd | Clause:
Except as set forth in Schedule 3.06 hereto, there are no actions, suits, proceedings or investigations of any kind pending or threatened against the Company or any of its Subsidiaries before any Governmental Authority, (a) that, if adversely determined, would be expected to, either in any case or in the aggreg... | Label: Litigations |
d8014f8e-1a3c-4c68-a2b4-b980b1399e6e | Clause:
In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 9.10), the Company agrees that in the event a payment in respect of any Guaranteed Obligation or Obligation shall be made by any other Guarantor under this Agreement, the Company s... | Label: Indemnity |
e5afc0b4-bbc7-4655-9c74-858cb272d5a9 | Clause:
Upon a breach of this Agreement, the non-breaching party may terminate this Agreement and Consultant’s consultancy hereunder upon five (5) days’ prior written notice to the other party. The Consultation Period shall also terminate automatically upon the death or disability of Consultant. In the event of any suc... | Label: Terminations |
933f438e-18e5-412e-bf79-05a28721078d | Clause:
Upon completion of the distribution of Company Assets as provided in this Article XI , the liquidating trustee shall file a certificate of cancellation with the Secretary of State of the State of Delaware, make or cancel any other filings made pursuant to the Act or the Applicable Law and take such other action... | Label: Terminations |
88c2b010-d99e-4398-bcd1-33f505ca185c | Clause:
During the Period of Employment, the Company shall pay Executive, and Executive agrees to accept from the Company, in payment for her services, a base salary of five hundred and eighty-three thousand dollars ($583,000) per year (“ Base Salary ”), payable in accordance with the Company’s general payroll practice... | Label: Base Salary |
cb42b7e3-796c-4e90-bb74-8cd66436abdb | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but together shall constitute one and the same instrument. Any copy of this Agreement containing a facsimile signature page shall be deemed an original for all purposes.
Task: Classify this clause into ONE o... | Label: Counterparts |
4e0061c7-0d52-40fa-b7c6-6a593925af47 | Clause:
All pronouns shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. All headings herein are inserted only for convenience and ease of reference and are not considered in the interpretation of any provision of this Agreement. Numbe... | Label: Interpretations |
a223f6f9-74bb-4483-a95b-c33172eabbe2 | Clause:
Unless and until the ABL Obligations have been Discharged, as between the ABL Facility Agent, on the one hand, and the applicable Non-ABL Collateral Agents and Non-ABL Representatives, on the other hand, only the ABL Facility Agent will have the right (subject to the rights of the Grantors under the ABL Facilit... | Label: Insurances |
94bcd975-b053-439f-8021-9e06bd896b23 | Clause:
This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and shall supersede any and all previous agreements, arrangements or understandings between the Company and the Executive. This Agreement may be amended at any time by mutual written agreement of the parties ... | Label: Entire Agreements |
c2230c5c-790c-4ca7-ab09-89aa242be4ee | Clause:
As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive an initial Base Salary of $375,000 per year, payable in accordance with the normal payroll practices of the Company, less required deductions for state and federal withholding tax, social security and all... | Label: Base Salary |
031a44c5-b3fa-4645-8563-c471888f1a60 | Clause:
In order to receive the severance payments and benefits hereunder (other than the Accrued Compensation), the Executive must execute and not revoke a general release of claims in favor of the Company substantially in the form attached hereto as Exhibit A . To the extent that such release is not executed and del... | Label: Releases |
76f126bf-f366-40e5-950f-69f7e4dcdb91 | Clause:
The adjustment provisions of the Incentive Plan shall apply with respect to awards of Equity Awards granted pursuant to this Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Adjustments |
106d034c-f8c0-4a45-bed8-6af1db950b22 | Clause:
Employee’s annual base salary for all services rendered shall initially be One Hundred Seventy-Two Thousand and 00/100 Dollars ($172,000.00) (less applicable taxes and withholdings) payable in accordance with the Bank’s customary payroll practices as they may exist from time to time (“ Base Salary ”). The Emplo... | Label: Base Salary |
21a53404-e1ac-45bf-863c-dacb53abe4c9 | Clause:
The obligations under Sections 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15 and 16 of this Agreement shall continue in effect after the termination of Executive’s employment, regardless of the reason(s) for termination. Company’s waiver of any provision of the Agreement shall not constitute (a) a continuing waiver of ... | Label: Survival |
bc9fa410-c684-43b3-bb79-c83ef6184f1f | Clause:
This Agreement contains the entire agreement between the parties with respect to the employment of Executive and supersedes any and all other agreements, including, without limitation, the Prior Agreement, either oral or in writing, with respect to the employment of ExecutiveExecutive acknowledges that, in exec... | Label: Entire Agreements |
42db053a-981f-481e-a78c-66fb0e518e9b | Clause:
Executive agrees that Executive will not disparage the Company or its or their current or former officers, directors, and employees in any way; further, Executive will not make or solicit any comments, statements, or the like to the media or to others that would be considered derogatory or detrimental to the go... | Label: Non-Disparagement |
3bf765af-4b82-427b-b00e-2c326a3fd875 | Clause:
Each Loan Party and each Subsidiary thereof (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened... | Label: Compliance With Laws |
7257d9d3-57d7-493b-83ce-88d0eda6e0dd | Clause:
The Loans shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Interest Rate. Interest on the Loans shall be payable in arrears on the last Business Day of each fiscal quarter of the Loan Parties’ fiscal year with respect to Domestic Rate Loans and, with respect to LI... | Label: Interests |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.