id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
76a4787e-0133-4845-b577-1fedff57597f | Clause:
Except as disclosed on Schedule 9.1.16 , there are no proceedings or investigations pending or, to any Obligor’s knowledge, threatened against any Obligor or Subsidiary, or any of their businesses, operations, Properties or conditions, that (a) relate to any Loan Documents or transactions contemplated thereby; ... | Label: Litigations |
3f9f7252-1a2c-4030-b07d-c9f4286880db | Clause:
Borrower (a) will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agrees that no Subsidiary of a Loan Party will have a fiscal year different from that of the Borrower, (c) agrees to... | Label: Financial Statements |
51473584-2072-472b-9a70-27afd980cfdd | Clause:
This Agreement shall be interpreted and enforced in accordance with the internal laws, and not the law of conflicts, of the State of Florida applicable to agreements made and to be performed in that State. This section, however, shall not be determinative for purposes of selecting venue for any action.
Task: C... | Label: Governing Laws |
1c97a664-04c9-4a70-9c57-158c6bf99815 | Clause:
Any notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when mailed by first class registered or certified, postage prepaid, to their addresses as set forth above, or by courier delivery or by fax or email with confirmed receipt, or to such other address as... | Label: Notices |
7419ca98-f513-4d8c-a237-77c3c4933d89 | Clause:
This Agreement constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior agreement, written or oral, with respect hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Entire Agreements |
3058c359-3cb2-43e5-a45d-4cef6169347c | Clause:
There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitment... | Label: Litigations |
add486e8-b391-4f95-86f4-be4e5a258f45 | Clause:
(a) Each party irrevocably agrees that any legal action, suit or proceeding against it arising out of or in connection with this Agreement (whether for breach of contract, tortious conduct or otherwise) shall be brought exclusively in the United States District Court for the state of New York or, if such court... | Label: Jurisdictions |
be8a87b3-f7f5-4094-928c-af6addd99346 | Clause:
The insurance information furnished to the Agent pursuant to Section 3.01(l) includes a true, complete and correct description of all insurance maintained by the Borrower or by the Borrower for its Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect and all premiums ... | Label: Insurances |
30fc3afa-5d0b-4175-bdb2-284ba2523fec | Clause:
This Agreement, together with the other Loan Documents and all related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, repr... | Label: Entire Agreements |
d4ba914e-eb8d-4e66-961b-2f7f3fa0335a | Clause:
Notwithstanding anything to the contrary contained in this Agreement, in the event of a Change in Control, the restrictions imposed by paragraphs (a) and (b) of this Section 7 shall not apply to you after you cease to be employed by the Company if you are not entitled to receive the severance benefits described... | Label: Change In Control |
8a552a1c-188e-4f89-a3e3-8bc432f09b77 | Clause:
(1) The Borrower is the sole stockholder of Tesoro Logistics Finance Corp., a Delaware corporation (“TLFC”); (2) the Borrower is the sole member of Tesoro Logistics Operations LLC, a Delaware limited liability company (“Opco”); (3) Opco is the sole member of Tesoro Logistics Pipelines LLC, a Delaware limited li... | Label: Subsidiaries |
3993fd00-f0df-45fe-88b5-bfed7da00d81 | Clause:
All acknowledgments, agreements and covenants of the Company set forth in this Agreement shall survive the expiration or termination of this Agreement, any Related Agreement or the redemption or repurchase of, or any other payment on, the Shares.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Survival |
e4c8c601-c431-4564-8242-be147cae00fc | Clause:
THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS WHICH DOES NOT EXPRESSLY SET FORTH APPLICABLE LAW SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Applicable Laws |
2232f033-7479-44ec-b377-af96c95f7fb9 | Clause:
Each award of Compensation will specify whether the Participant’s disability (which shall fall within the meaning of the term in Code §409A(a)(2)(A)(ii)) will trigger a payout and when such payout(s) shall occur.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Disability |
d4762986-f7ce-461c-9be1-24d9d13ccbd3 | Clause:
All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement will be governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to any choice of law or conflict of law rules or provisions that would cause the applic... | Label: Governing Laws |
cac4ee4e-1277-4e95-b35e-e7e5f88542d1 | Clause:
In the event that the award and receipt of the Shares, the expiration of the Restrictions, the payment of dividends on the Shares or any other event results in your realization of income or wages which for federal, state and/or local income or other employment tax purposes is, in the opinion of the Company, sub... | Label: Withholdings |
0a2f7626-bb8c-485d-96e8-9f7e80954a4c | Clause:
The proceeds of each Borrowing shall be used (a) to purchase pursuant to tender offers, or otherwise repurchase, redeem, repay, defease or refinance, some or all of Borrower’s outstanding 5.875% Senior Notes due 2024, 5.875% Senior Notes due 2022 and 5.625% Senior Notes due 2021 (collectively, the “ Tender Tran... | Label: Use Of Proceeds |
fb317ffe-40e4-4696-9433-43535f536bb7 | Clause:
The Company shall reimburse the lead Buyer for all reasonable costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, all reasonable... | Label: Fees |
4fb202fb-eb61-444b-b5dd-53ad0ab0ad8e | Clause:
If your employment is terminated because of your Disability during the Employment Period, this Agreement will terminate without any further obligation on the part of the Company under this Agreement, other than for (i) payment of the Accrued Obligations and three months of your Base Salary (which shall be paid ... | Label: Disability |
17a7f0fa-9939-4d68-bb73-a6f0090a8f9a | Clause:
Subject to clauses (e) and Section 2 below, each Award of Restricted Stock granted hereunder shall vest with respect to one-third of the Shares underlying such Award (disregarding fractional Shares) on May 15 of each of the three consecutive calendar years following the year in which such Award is granted; prov... | Label: Vesting |
422a6808-fd19-4d8c-9a11-019a0e823178 | Clause:
Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “ S... | Label: Definitions |
d0a10d03-c0d7-4175-a536-e49a5320e47a | Clause:
The Company intends for this Trust and the Plan of which it is a part to be a permanent and ongoing arrangement. This Agreement may terminate with respect to the Plan or an Additional Plan by action of the Company or any affiliate which is responsible for making contributions to the Plan or any Additional Plan.... | Label: Terminations |
e496cafa-367a-42de-8a06-46d92e995603 | Clause:
The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except... | Label: Titles |
5866528a-0c49-4822-a341-945ed646632f | Clause:
The Notice and this Agreement shall be binding upon any successor of the Company or the Partnership, in accordance with the terms of the Notice, this Agreement and the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Successors |
45394f02-0c80-4fd3-b4c7-8b588a0a06b4 | Clause:
If a Participant has a Separation from Service, any portion of his Account (including any amounts credited after his Separation from Service) not payable to him under Section 7.03 will be forfeited by him.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Forfeitures |
067c5a5e-dfe6-4e38-923d-1d69e3d59520 | Clause:
The Oncor Management Interests represent approximately 0.22% of the outstanding interests in Oncor. The Oncor Management Interests are owned beneficially and of record by Seller, free and clear of any Liens and Claims, other than (i) restrictions on transfer under federal and state securities Laws and (ii) rest... | Label: Capitalization |
44851afb-5a31-44dc-9373-bdf84dac50e2 | Clause:
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or fax, if sent to Chardan, to the address set forth on the first page hereof, fax number 646-465-9091, Attention: Jonathan Schechter, and if sent to the Company, to the address on the first page hereof, fax n... | Label: Notices |
b0d6e298-9ead-43c7-b1a4-ed38927c2812 | Clause:
Borrowers shall use the proceeds of the Term Loans solely for (a) transaction fees incurred in connection with the Financing Documents, (b) refinancing on the Closing Date of Debt, and (c) for general business purposes and working capital needs of Borrowers and their Subsidiaries as permitted hereunder. No port... | Label: Use Of Proceeds |
f7070433-bbc4-4a94-9626-8a9c3ccaf495 | Clause:
The Company shall pay to the Executive an annual salary (the " Base Salary ") at a rate of no less than $515,000 per year, payable in substantially equal installments at such intervals as may be determined by the Company in accordance with the Company's then current ordinary payroll practices as established fro... | Label: Base Salary |
e041161a-06aa-44c2-9002-ac163f047d70 | Clause:
Any suit, action or proceeding with respect to this Agreement shall be brought in the state or federal courts located in Los Angeles County in the State of California. The parties hereto hereby accept the exclusive jurisdiction and venue of those courts for the purpose of any such suit, action or proceeding. ... | Label: Enforcements |
cf93f3b6-bafa-4678-9be6-14d988835dec | Clause:
Subject to the provisions of the Plan, to which this Option Agreement is subject, this Option Agreement, together with the exhibits hereto, constitute the entire agreement between the Optionee and the Company with respect to Options granted hereunder, and supersedes all prior agreements, understandings and arra... | Label: Entire Agreements |
47480d18-fb69-475f-8e8b-071eb400de0d | Clause:
For purposes of this Article XVII , all references to “Woodward” shall be deemed references to (a) the acquirer of Woodward (or Woodward’s Aircraft Turbine Systems business unit or aerospace fuel systems business) in a Woodward Sale or (b) the successor-in-interest to Woodward (including, in the case of a merge... | Label: General |
5d06a656-60c2-436b-9719-454041317069 | Clause:
All notices hereunder will be in writing and addressed to a Party at the address set forth under such Party’s name on the signature page hereto (or as otherwise specified by a Party in a notice given in accordance with this Section 16.2 ). Notices sent in accordance with this Section 16.2 will be deemed effecti... | Label: Notices |
944c4683-e622-4eba-b60e-f9efe188e1a9 | Clause:
The Executive shall not, under any circumstances, take any action(s) or make any oral or written statement(s) that disparage, harm or defame the reputation, good will or services of the Company. The Company will instruct its Directors, officers and employees that they shall not, under any circumstances, take an... | Label: Non-Disparagement |
67aad698-01a3-4a42-a37a-276bfba04e6f | Clause:
Neither the Company nor the Subsidiary is or since October 12, 2016 has been (i) in violation of its charter or by-laws (or similar organizational documents), (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observa... | Label: Compliance With Laws |
d3aff6bc-62b2-46f7-b03e-41cce3abb936 | Clause:
The Company has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the ... | Label: Disclosures |
bc9344e2-bbb5-4900-9910-4100b38a83d0 | Clause:
The obligations of Purchaser and Seller contained in this Section 6 shall survive the Closing.
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, Authorizati... | Label: Survival |
b882876e-6f7d-44ae-b6cc-8895145d0474 | Clause:
The Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it hereunder on or prior to the Signing Date, the Funding Date, or the Closing Date, as applicable.
Task: Classify this clause into ONE of these types (exactly o... | Label: Agreements |
bf16c9c9-782d-475c-b27b-41044a4ecdee | Clause:
The representations and warranties set forth in Article II and Article III and in the Buyer’s Certificate and Seller’s Certificate shall survive the Closing for a period of 18 months and shall thereupon expire, together with any right to indemnification for breach thereof, and be of no further force or effect, ... | Label: Survival |
5d258489-8f9d-4f7c-98cb-0b723061e53e | Clause:
For the purposes of this Section 3.2 , the term “ applicable Law ” includes FATCA .
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 S... | Label: Taxes |
2cce6e46-3894-48a1-bf19-523d8374ac15 | Clause:
This Amendment is governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Governing Laws |
8b56a4c6-e973-40ce-98ea-d07fc14e52e7 | Clause:
The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Defined Terms |
77e9947f-0c75-4770-b1b6-2a23b77e4cdb | Clause:
This Agreement may be executed in any number of counterparts (electronic or otherwise), each of which shall be an original, but all of which together shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Counterparts |
1009e670-ee5b-4735-b9d3-8cd439a432ff | Clause:
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the... | Label: General |
ca5b5a16-9905-4c8d-81ff-d2d3bfd67eee | Clause:
Within thirty (30) business days following a Vesting Date, the Participant shall be entitled to receive a payment in cash equal to the portion of the Award vesting on such Vesting Date, less any applicable tax withholdings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Payments |
1a2018ba-074f-44a3-ab97-059af1f9ae23 | Clause:
The Executive agrees that except in the case of a termination resulting from the Executive's death, all payments under Sections 5(d), (e), (f), and (g)(iii) and Section 6 are conditioned on the Executive's prior execution and non-revocation of a full release of the Key Companies and their officers, directors, e... | Label: Releases |
633b8ab4-4934-4887-b22d-d60998eb2aa2 | Clause:
Notwithstanding any elected Payment Option or deemed elected Payment Option (made or deemed made), if the Member incurs a Disability under the Plan, the balance of the Member’s Account shall be paid in accordance with the Payment Option elected the January following the Disability, except with respect to Grandf... | Label: Disability |
9709f351-25d3-4476-927b-7341c6f38e24 | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. All prior negotiations, agreements and understandings between the parties with respect thereto are superseded hereby. This Agreement may not be modified or amended except by an instrument in wri... | Label: Modifications |
bfc87d44-ee0f-432d-b4b9-64aa94d93211 | Clause:
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or othe... | Label: Severability |
c0e25aac-eca9-475e-831c-ca889df91f69 | Clause:
This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, and those counterparts will together constitute one and the same instrument. A facsimile transmission of an executed counterpart signature page will be deemed an original.
Task: Classify this clause into... | Label: Counterparts |
c85d00ff-59cf-469d-8745-18d6656eb71f | Clause:
THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE... | Label: Governing Laws |
1658f129-ca84-4c7f-a33e-999a37dcb383 | Clause:
Notwithstanding any other provision of the Plan, if a Participant dies during a Plan Year, the balance of the amount due for the quarter in which death occurs shall be payable in full under the terms of Section 11(b) of this Plan in cash within 60 days following the date of death.
Task: Classify this clause in... | Label: Death |
4982491b-3ab5-4f14-baa4-8b21fb665282 | Clause:
The execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby and thereby (a) have been duly authorized by all necessary officers or managers of Seller, (b) do not contravene the terms of Seller’s organizational documents, or any amendment thereof, (c) do not mater... | Label: Authorizations |
ca32268d-2b65-437d-8119-496c1db35acf | Clause:
Should any provision of this Agreement be held by a court of law to be illegal, invalid or unenforceable, such provision shall be replaced by such provision as most closely reflects the intent of the invalid provision, and the legality, validity and enforceability of the remaining provisions of this Agreement w... | Label: Severability |
392f0a58-240c-4677-afdb-ed333df38f1c | Clause:
As a condition to the Company’s obligation to issue shares of Common Stock upon exercise hereof, the Holder shall execute the Subscription Agreement attached hereto as Annex A .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Agreements |
4cca1c65-09d7-4ec5-b6fe-9bfec18169b0 | Clause:
The Agreement may be amended or modified only by an instrument signed by the Investor and the Company. A waiver of any provision of the Agreement must be in writing, designated as such, and signed by the party against whom enforcement of that waiver is sought. The waiver by a party or a breach of any provision ... | Label: Integration |
f6b43e42-06c9-45ed-be8e-2c70267307ea | Clause:
This Agreement, together with the equity award agreements referenced in Section 3(c) of this Agreement and the Non-Competition Agreement, contain the entire agreement and understanding of the parties hereto with respect to the matters covered herein, and supersede all prior or contemporaneous negotiations, comm... | Label: Entire Agreements |
7f91ab82-b783-4a85-9f37-2405a4e2ba73 | Clause:
The term of this Agreement (the "Term") shall commence on the effective date hereof and, unless terminated in accordance with the provisions hereof, shall remain in full force and effect for an initial term of one year and thereafter shall automatically renew for successive one-year terms. Notwithstanding the f... | Label: Terms |
fc92687e-0abe-4dd0-aad9-a7dad71b3ee1 | Clause:
All capitalized terms used herein (including the recitals hereto) shall have the respective meanings assigned thereto in the Credit Agreement unless otherwise defined herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Interpretations |
e215cfd3-ac37-466d-8873-e2514c2439d4 | Clause:
The provisions of the Letter Agreement relating to amendments and waivers, SC’s representations, successors, counterparts, and delivery of signatures will be deemed incorporated into this Agreement as if set forth fully in it, except that references in them to the “letter agreement” will be deemed to be referen... | Label: Miscellaneous |
9282024a-62dc-4355-8a7c-dc197f9e5c0d | Clause:
All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable nationwide overnigh... | Label: Notices |
24afc4dd-4422-4448-a18d-e616aed61734 | Clause:
The term of employment under this Agreement (the “ Term ” ) shall commence on the Effective Date and continue through December 31, 2017 and shall automatically renew for additional one-year periods thereafter unless either party gives notice on or before November 1 of any calendar year that employment under thi... | Label: Terms |
b5f913f9-74fb-4119-b07b-c354b0470534 | Clause:
Prior to the payment of the Appreciation Value in connection with the exercise of the SARs, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. If approved by the Committee in its discretion, the... | Label: Withholdings |
e4ff6c44-c88f-4583-b28b-1be8cd1844bd | Clause:
The holders of shares of Warrant are entitled to the same rights as the holders of Common Stock with respect to rights to receive notices, reports and audited accounts from the Company and with respect to attending stockholder meetings.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Notices |
b5fb5036-6919-4062-85ed-d3ce17a91c84 | Clause:
(a) The relevant Borrower will pay a commission on all undrawn and unpaid Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Credit Facility, shared ratably among the Revolving Credit Lenders and payable quarterly in arrears... | Label: Fees |
f1043f58-9b90-4fd9-9c23-23ef974b6848 | Clause:
Subject to the terms and conditions set forth herein, the Company shall employ the Executive to act for the Company during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the Executive shall include such d... | Label: General |
cfc9a368-6bcf-442c-b87f-be5b80adce59 | Clause:
During the Term, Executive shall be employed by the Company as Chief Executive Officer of the Company, and, as such, Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and des... | Label: Duties |
774f3552-ade6-4db0-8983-1181c4e63a54 | Clause:
Upon satisfaction of the conditions set forth in Section 3 .1 above, this Amendment shall constitute a legal, valid and binding agreement of such Loan Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equit... | Label: Binding Effects |
a41e3083-23e5-4c47-a039-bdcc724ffffd | Clause:
Subject to the terms and conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Parti... | Label: Modifications |
c6318e96-dac9-455a-8816-9d2db9bb2396 | Clause:
Upon the termination of the Security Agreement in accordance with Section 6.11 thereof, the Collateral Agent shall, at the expense of such Grantor, execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the lien on and security interest in the Trademarks under th... | Label: Terminations |
6494b7f3-0307-42b4-a9ca-2c37e4987487 | Clause:
The term of the LLC commenced upon the filing of the Certificate in accordance with the Delaware Act and shall continue in existence until termination and dissolution thereof in accordance with the provisions of Article XIII .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Terms |
334b0f71-ac87-4b48-afa7-184138000f7b | Clause:
The Company hereby agrees, to the maximum extent permitted by law, to indemnify and hold Executive harmless against any costs and expenses, including reasonable attorneys’ fees, judgments, fines, settlements and other amounts incurred in connection with any proceeding arising out of, by reason of or relating to... | Label: Indemnifications |
d6015ad6-9b42-4bdd-a54c-318fb7801535 | Clause:
This Agreement and the Employment Agreement constitutes the entire agreement between the parties about or relating to your termination of employment with the Company, or the Company's obligations to you with respect to your termination, and fully supersedes any and all prior agreements or understandings between... | Label: Miscellaneous |
9bf25054-2883-4ef0-a53b-ff9837bfe325 | Clause:
Each Party represents and warrants that it (and its Affiliates to the extent applicable): (a) will perform all of its obligations under this Lease in a professional and workmanlike manner, consistent with industry standards and in accordance with all of the terms of this Lease; and (b) has the right and ability... | Label: General |
80f7861b-0f18-45a2-bfca-933f49cdfa00 | Clause:
The Employer may withhold from any benefit payment or any other payment or amount under this Agreement all federal, state, city or other taxes as will be required pursuant to any law or governmental regulation or ruling.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Tax Withholdings |
fd178574-e435-4bb4-8671-774653c13f47 | Clause:
The Parties shall not be permitted prior to the Closing to make disclosures regarding the transactions contemplated by this Agreement (including issuing a tombstone, press release or advertisement) without the prior written consent of the Presidential Parties, provided, however, the foregoing shall not be const... | Label: Confidentiality |
e9d2b871-2bed-4d6d-b1f0-6da08f48f638 | Clause:
Maintenance of the required minimum quality standard for the BRAND is the responsibility of SWP. SWP shall indemnify and hold MassRoots harmless from all claims, demands, suits, actions, proceedings, costs, damages, expenses, and/or losses of any kind resulting from SWP’s activities pursuant to the license gran... | Label: Indemnifications |
7c1e3a90-e246-4787-a446-4fe434260ec6 | Clause:
Except as expressly amended by this Amendment, the Existing Lease shall remain unmodified and in full force and effect. As modified by this Amendment, the Existing Lease is hereby ratified and confirmed in all respects. In the event of any inconsistencies between the terms of this Amendment and the Existing Lea... | Label: Entire Agreements |
941bcf8e-a416-422f-be54-034c9fd6e175 | Clause:
Any item listed or referred to in any Schedule pursuant to any Section of this Agreement will be deemed to have been listed in or incorporated by reference into any other Schedule to the extent that the applicability of the information disclosed to such other representation and warranty or Schedule is reasonabl... | Label: Disclosures |
d03cef11-89a6-4674-af4f-0891dae376fe | Clause:
In the event that any provision of this Agreement shall be void or unenforceable for any reason whatsoever, then such provision shall be stricken and of no force and effect. The remaining provisions of this Agreement shall, however, continue in full force and effect, and to the extent required, shall be modifi... | Label: Severability |
ff461a30-e979-4b38-8d49-141e00ae197d | Clause:
The execution, delivery and performance by it of this Agreement does not: (a) violate any provision of law, rule or regulation applicable to it or its certificate of incorporation or by-laws (or other organizational document); or (b) conflict with, result in a breach of, or constitute (with due notice or lapse ... | Label: No Conflicts |
67d0f59a-cbe6-47ff-8bf3-6eefed210ebb | Clause:
Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s service to the Company, shall... | Label: Arbitration |
db9cd90c-d5ec-4d87-8004-0d8fec13786d | Clause:
This Note is executed and delivered at the Place of Execution and shall be construed and enforced in accordance with the laws of the State of Florida. Borrower agrees that this Note and the loan evidenced hereby shall be governed by Section 665.074, Florida Statutes , and that Lender shall have all of the right... | Label: Governing Laws |
d3df9895-b9b6-4bad-8fa7-c198c4052713 | Clause:
XL Group will, and will cause each of its Significant Subsidiaries to, maintain with financially sound and reputable insurers, insurance with respect to its properties in such amounts as is customary in the case of corporations engaged in the same or similar businesses having similar properties similarly situat... | Label: Insurances |
0a2930ba-8944-4cce-b10a-183a19365ca8 | Clause:
The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed by Sellers in accordance with the specific terms hereof or were otherwise breached by Sellers. It is accordingly agreed that Purchaser shall be entitled, without posting a bond or similar indemnity, to an... | Label: Specific Performance |
526b0efb-d67d-49f6-9efe-2e36513f0528 | Clause:
The combined A&D Loan advances shall not exceed the sum of the “as-is” appraised value of the Land and the lesser of: (i) forty-five percent (45%) of the cost to acquire the Spring Ridge Lots, (ii) fifty-five percent (55%) of the gross retail value of the Spring Ridge Lots, or (iii) sixty-five percent (65%) of ... | Label: Closings |
5ea0e8fc-e4e3-42d8-84fe-f5042cd347ec | Clause:
This Debenture and the rights and obligations of the parties hereto, shall be governed, construed and interpreted according to the laws of the State of New York applicable to agreements made and to be performed entirely within such State.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Governing Laws |
4459f487-00c4-4425-a45b-a7e7ac009416 | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on th... | Label: Notices |
0e036952-a02a-432f-a542-cff04ab40b11 | 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 3 hereof, the Credit Agreement shall be amended, effective as of the Effective Date (as defined below) in the manner provided in ... | Label: Amendments |
b04c2418-130c-4fe8-81a7-366e65b2430c | Clause:
This Agreement shall become effective when it shall have been executed by the Borrower, each Guarantor named on the signature pages hereto and the Administrative Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the b... | Label: Binding Effects |
6457ed58-45a7-488a-b248-d8ea8f4a9365 | Clause:
This Agreement is made an entered into pursuant to the laws of the United States of America and the laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Applicable Laws |
591e0be7-fa93-4229-ae36-55952e52eafb | Clause:
The Plan shall become effective on January 1, 2017, subject to the approval of the Company’s stockholders in 2016. If the Plan is not approved by the Company’s stockholders, (i) it will not become effective and (ii) no awards shall be granted under the Plan.
Task: Classify this clause into ONE of these types (... | Label: Effective Dates |
da90960c-62f8-4261-b8fd-20b9c6aba0ba | Clause:
Notwithstanding anything in this Agreement to the contrary, but subject to Appendix B, which could negate the treatment provided by this Section 4 as a result of Section 280G of the Code, in the event of a Defined Termination of a Participant before the Vesting Date, the Participant’s Award shall immediately ve... | Label: Change In Control |
4d55a91e-64cc-4fc7-aaa9-d7ad4daa5e1e | Clause:
This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof. No provision of this Agreement may be explained or qualified by any prior or contemporaneous understanding, negotiation, discussion, conduct, or course of conduct or by any trade usage, and, except as otherw... | Label: Entire Agreements |
4f28fb78-c0f7-4381-ae46-5897bbd4f55c | Clause:
Except as set forth in Schedule 3.3 of the Disclosure Schedule , the execution and delivery by Seller of this Agreement, the Related Agreements or any other instrument or document required by this Agreement or any Related Agreement to be executed and delivered by Seller do not, and the performance of this Agree... | Label: Consents |
a46e4ec3-cc12-49ee-a9d9-06551ce29a96 | Clause:
This Agreement, together with all Schedules, Exhibits and Statements of Work and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous unde... | Label: Entire Agreements |
da86a4c4-4a8e-465c-8d9f-7affd912abaf | Clause:
This Agreement shall terminate and be of no further force or effect whatsoever as of the earlier of (a) such date and time as the Merger Agreement shall have been validly terminated pursuant to the terms of Article VII thereof or (b) the Effective Time (the “ Expiration Date ”); provided, however, that (i) Sect... | Label: Terminations |
6eeedb17-1958-4c9b-a28d-80060b29e55c | Clause:
If the Parties fail to resolve the Dispute pursuant to Section 13.2, and a Party desires to pursue resolution of the Dispute, the Dispute shall be submitted by either Party for resolution in arbitration pursuant to the then current CPR Non-Administered Arbitration Rules (“ CPR Rules ”) ( www.cpradr.org ), excep... | Label: Arbitration |
1941033b-e485-4133-a550-bc2ff9de16e6 | Clause:
Consultant shall be indemnified by the Company against all liability incurred by the Consultant in connection with any proceeding, including, but not necessarily limited to, the amount of any judgment obtained against Consultant, the amount of any settlement entered into by the Consultant and any claimant with ... | Label: Indemnifications |
68ac409c-e9c2-4942-adcb-317ef61a9967 | Clause:
Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is payable monthly on ... | Label: Payments |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.