id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
3ac7c615-dd61-4973-a321-8fcd4c369571 | Clause:
(a) Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of each Loan Pa... | Label: Solvency |
ba668c53-0edd-416f-9091-0deafaccd6ff | Clause:
The Service Provider agrees to execute and deliver such instruments and take such further actions as the Owner may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Further Assurances |
52057514-5c19-48c2-9979-a090d543aa4b | Clause:
Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Sixth Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this Sixth Amendment refer to sections of the Credit Agreement.
Task: Classi... | Label: Defined Terms |
b5ef152e-7fb3-436b-a425-0b72949784c2 | Clause:
This Agreement may be executed by the parties hereto in separate counterparts; each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Counterparts |
aa802fec-d3d3-4cc4-b3a1-b3f413d10723 | Clause:
EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS SITTING IN COOK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF ILLINOIS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION ... | Label: Submission To Jurisdiction |
fb670bfc-a7b3-4f44-8034-1fd122b9c205 | Clause:
Other than as disclosed in the Purchaser Disclosure Documents, there are no claims, actions, suits, grievances, complaints or proceedings pending or, to the knowledge of the Purchaser, threatened affecting the Purchaser or any of the Purchaser Subsidiaries or affecting any of their respective property or assets... | Label: Litigations |
1cf39f2e-4462-4c35-b015-c4bfbbbe026a | Clause:
The parties agree that if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, irreparable damage may occur, no adequate remedy at law may exist and damages may be difficult to determine, and that the parties shall be entitled to specific p... | Label: Specific Performance |
0b5ef22b-08d9-4089-94a3-f0e59c4ff8fc | Clause:
All notices, requests or other communications provided for in this Program (other than the exercise of a stock option) shall be made, if to the Company, to Exelon Corporation, 10 South Dearborn Street, Chicago, Illinois 60603, Attention: Vice President, Corporate Compensation, and if to the Participant, to his ... | Label: Notices |
8ccf2cdf-af00-46c0-8771-bd88ff76cae7 | Clause:
This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations with respect thereto. Notwithstanding anything to the contrary in any employment agreement... | Label: Entire Agreements |
09992840-aa03-4107-b395-b89cdc740807 | Clause:
The authorized capital stock or other capitalization of each Credit Party, as applicable, is set forth in the Public Documents (as hereinafter defined). All of such outstanding shares or other securities of each Credit Party are validly issued, fully paid and non-assessable and have been issued in compliance wi... | Label: Capitalization |
2d2358ee-ec2a-4f75-9819-844e51c40c2a | Clause:
During the Term, the Company shall pay the Executive a base salary (“ Base Salary ”) in an amount established and approved by the Compensation and Personnel Committee of the Board (“ Compensation Committee ”); provided, however, that such Base Salary shall be established at a rate of not less than $1,000,000 pe... | Label: Base Salary |
1d98911b-b6fd-4f15-a0a2-229a4bf4230f | Clause:
Tenant's indemnity of FLUC as set forth in the Plaza Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant's Agents, or anyone directly or indirectly employed by any of them, or in connection with Tenant'... | Label: Indemnity |
cb0a081b-2153-4817-b243-e11c19b898c6 | Clause:
The rights and remedies provided in this Agreement and the other Transaction Documents are cumulative and may be exercised independently or concurrently, and are not exclusive of any other right or remedy provided at law or in equity. No failure to exercise or delay by the Indenture Trustee in exercising any r... | Label: No Waivers |
87763aeb-2551-44ed-97c3-75abcbb83e3f | Clause:
Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “ Broker ”) in connection with this transaction and that no Broker brought about this transaction, other than Cushman & Wakefield of Pennsylvania, Inc. (“ Tenant’s Broker ”) and Jones Lan... | Label: Brokers |
2795c4bc-da83-4d68-ad9e-8dfa9e66a365 | Clause:
Two counterpart originals of the Assignment and Assumption of Tenant Leases.
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: Assignments |
f3747e95-8415-467f-ada9-66318a5c9283 | Clause:
Use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest, and accrued fees and expenses owing under or in connection with the Existing Credit Facility, and (ii) to pay transactional fees, costs, and expense... | Label: Use Of Proceeds |
1cb23467-be3f-4815-9823-0a6d4e9b950f | Clause:
(a) Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in Appendix A to the Sale and Servicing Agreement, dated as of the date hereof (the “ Sale and Servicing Agreement ”)... | Label: Definitions |
1040fa7c-da04-4df1-80d2-1efa19b7202e | Clause:
The Company, its Subsidiaries, and, to the best knowledge of the Company after due inquiry, the Drilling Partnerships have insurance covering their respective properties, operations, personnel and businesses, which insurance is in amounts and insures against such losses and risks as are adequate to protect the ... | Label: Insurances |
64e4cc45-5058-4d61-ba76-5912601b722e | Clause:
The foregoing recitals are hereby incorporated by reference. Capitalized terms not otherwise herein specifically defined shall the meaning ascribed thereto in the Bridge Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Defined Terms |
e05788be-5e5d-4230-87ca-902c169beed4 | Clause:
(A) Permitted Assignments . Any Lender may at any time assign to one or more banks or other entities (other than an Ineligible Institution) (“ Purchasers ”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by (x) an agreement substantially in the form of... | Label: Assignments |
33324f72-6a0a-4794-ae51-b7f6572a44f2 | Clause:
This Agreement, along with the Transition Agreement and the Confidentiality Agreement, represents the entire agreement and understanding between the Company and Executive concerning Executive’s separation from the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Entire Agreements |
e5c10379-910d-4751-b217-77e324806d5a | Clause:
THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT INCLUDING AND GIVING EFFE... | Label: Governing Laws |
02e080a8-e912-4aac-81c9-9c77f58df36c | 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 |
3a52acd7-ed8a-463a-98d0-a05cab082759 | Clause:
Each Loan Party will, and will cause each Restricted Subsidiary to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in... | Label: Compliance With Laws |
d0777564-85c6-4d10-b341-e412fa11abc6 | Clause:
A Participant is 100% vested in Base Salary and Performance-Based Compensation deferred to the Plan and Matching Contributions. Employer Discretionary Contributions and Restricted Stock Units shall be subject to any vesting or other restrictions imposed by the Committee as specified in the notice of award.
Tas... | Label: Vesting |
7402033b-4fcb-42cf-9458-78d5f13cd8d3 | Clause:
The Administrative Agent shall have received evidence of insurance coverage in in compliance with the terms of Section 5.09 of this Agreement and Section 4.12 of each Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Insurances |
e01b1fe5-f634-47f4-90f8-5e14efecda1f | Clause:
Sections 40.6 through 40.19 of the Existing Lease are incorporated into this 9712 Work Letter by reference, and shall apply to this 9712 Work Letter in the same way that they apply to the Existing Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Miscellaneous |
154ad6b6-268d-46c6-91c0-b055b6675b78 | Clause:
The Company shall indemnify you to the fullest extent allowed under applicable law. In connection therewith, the Company and you shall enter into an indemnification agreement, in substantially the form attached hereto as Appendix A , on the execution date of this Agreement.
Task: Classify this clause into ONE ... | Label: Indemnifications |
6a5f6026-b07e-412b-a03d-3699a95b3eb7 | Clause:
Each of the Borrowers agrees that, as between the Borrowers, in their capacity as co-obligors with joint and several liability, and the Lenders, the obligations of either Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article VII hereof (and shall be deemed to have ... | Label: Remedies |
37bba64d-cad7-439e-a8be-35fb8eaeb654 | Clause:
(a) Schedule 6 lists all Intellectual Property owned by such Grantor in its own name and registered with the United States Patent and Trademark Office or the United States Copyright Office, and all material Intellectual Property owned by such Grantor in its own name and registered in any similar office or agenc... | Label: Intellectual Property |
05497310-b8a1-45ee-9b00-d72770dee894 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Wyoming, United States of America, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Wyoming or any ... | Label: Governing Laws |
e231d06d-8beb-4d17-b137-7c3173d3aced | Clause:
Any amendment or supplement to this Agreement shall be effective only if contained in a writing signed by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Modifications |
39d26a43-0de1-4cca-8219-ada5efbb5147 | Clause:
The Seller shall pay or cause to be paid all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become d... | Label: Taxes |
9c1c30c0-40ed-4219-bc87-559bcb790397 | Clause:
The Company shall pay to YA Global II SPV, LLC, an affiliate of the lead Buyer (the “ Subsidiary Fund ”) a monitoring fee in the amount of 5% of the Purchase Price of each Closing (collectively, the “ Monitoring Fees ”) as compensation for the monitoring and managing of the purchase and investments made by the ... | Label: Fees |
3cdcfbc6-fc2f-4d3a-a68c-bd5b149194da | Clause:
This Parent-Based Award is not qualified under Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Erisa |
43809b71-85f0-455f-b598-6d620ed2f22b | Clause:
This Agreement, together with the Split-Off Agreement, constitutes the entire understanding and agreement of Seller, MomSpot and Buyer and supersedes prior understandings and agreements, if any, among or between Seller, MomSpot and Buyer with respect to the subject matter of this Agreement, other than as specif... | Label: Entire Agreements |
246e0e1d-cbe9-474b-bd25-95f4450bc781 | Clause:
THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AGREEMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE... | Label: Governing Laws |
2ad8d84d-7952-4619-a150-d00ed393c2ea | Clause:
This General Assignment shall be governed by, construed under and interpreted and enforced in accordance with the laws of the State of North Carolina.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Governing Laws |
2aa82748-10fb-40ef-bf64-d72a1fc65a80 | Clause:
Except as set forth on Schedule 7.1.(i), there are no actions, suits, investigations or proceedings pending (nor have any actions, suits or proceedings been threatened in writing) against or in any other way relating adversely to or affecting, any Loan Party, any other Subsidiary or any of their respective prop... | Label: Litigations |
17da5428-0ce7-4b65-a052-8202e94cac2b | Clause:
The execution, delivery and performance by each Borrower of each of the Credit Documents to which it is a party, and the borrowings hereunder and the transactions forming a part of the Transactions (a) have been duly authorized by all corporate, stockholder, partnership or limited liability company action requi... | Label: Authorizations |
ef2883e2-607a-43fc-8413-8a2f55675105 | Clause:
Set forth on Schedule 5.19 is a complete and accurate list of all Subsidiaries of QCP as of the Closing Date showing (as of the Closing Date) the jurisdiction of its incorporation or organization, the type of organization it is and its true and correct U.S. taxpayer identification number, if any.
Task: Classif... | Label: Subsidiaries |
4fc392a1-0ee1-42dd-823d-1555f2ea78a9 | Clause:
The laws of the State of Colorado, to the extent not preempted by United States federal law, shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Governing Laws |
b26b301a-e820-4477-ba79-d04d02d01325 | Clause:
The Company will use the proceeds from the sale of the Convertible Notes for general working capital purposes including normal business operations, unless otherwise agreed by Purchaser. For the avoidance of doubt, proceeds from the sale of the Convertible Notes cannot be used to repay existing outstanding debt ... | Label: Use Of Proceeds |
4413abe6-4038-43a8-b430-2858f6f3502f | Clause:
The Parties and their respective counsel shall keep confidential and not disclose, publicize, or cause to be publicized, to any person or entity, any of the offers, counteroffers or negotiations regarding this settlement or any of the final terms of this Agreement, except that the Parties and their counsel may ... | Label: Confidentiality |
5992e3a2-f0ae-40ad-8f2d-28aaf81964f3 | Clause:
Each party represents and warrants to the other party that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Amendment, other than Flinn Ferguson (“ Broker ”). Each party agrees to reimburse, indemnify, save, defend (at the other party’s option and with counsel reasonably... | Label: Brokers |
f9eb2583-cd35-4cbb-8abf-c298b7c300dd | Clause:
The Company shall continue to pay the Executive as compensation for his services an annual base salary at the rate of $700,000 per year in accordance with standard Company payroll procedures, subject to normal payroll deductions and deductions authorized by the Executive. Such base salary shall be subject to a... | Label: Base Salary |
c280dc5d-e8c5-4014-9451-34eca93c4bee | Clause:
Vesting of the Option shall be subject to the Participant satisfying any applicable federal, state, local and foreign tax withholding obligations. The Company shall have the power and the right to deduct or withhold from all amounts payable to the Participant in connection with the Option or otherwise, or requi... | Label: Tax Withholdings |
5ae294ab-bcbd-4d91-99ea-f19b1c7d7e5f | Clause:
The closing of the purchase and sale of the Property contemplated hereby (the “Closing” ) will be held through an escrow with Escrow Agent on or before October 29, 2015 (the “Closing Date” ) and shall be simultaneous with the closing of the purchase and sale of the property contemplated in the Tall Pines Agreem... | Label: Closings |
278c3483-6864-460e-bfbb-19919112ce61 | Clause:
To the fullest extent permitted by Law, the Partnership shall indemnify and hold harmless the General Partner and its partners, officers, directors, agents and employees (each an “ Indemnified Person ”) against any and all costs, losses, damages, liabilities, including legal fees and other expenses suffered or ... | Label: Indemnifications |
392f06f9-2d0e-4e5f-83a0-182ed2649962 | Clause:
Any employee who is a participant in the Plan and who transfers to a new position not governed by this Plan will be eligible on a pro-rata basis for the applicable period and paid as defined by the Plan. Employees who transfer into the Plan from another plan will be subject to proration as well, and consequentl... | Label: Terminations |
1222ec0d-c4fa-4cef-89c5-313794b19151 | Clause:
This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Partnership Parties (or any of them) and any Manager with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Integration |
25d9d74e-2ce6-4267-bebb-1720bafd581f | Clause:
(a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable law; provided that if an applicable law (as determined in the good faith discretion of an... | Label: Taxes |
e6b367b9-0dc6-4d48-a72e-95ca76706142 | Clause:
Charges and Utility Charges . The Issuer and the Lessee further acknowledge that under present law no part of the Project owned by the Issuer will be subject to ad valorem taxation by the State of Georgia or by any political or taxing subdivision thereof, and that under present law the income and profits (if an... | Label: Taxes |
73d6f7b8-5fae-4983-b76a-ba6ed4904277 | Clause:
Except as provided herein, this Agreement contains the entire agreement between the Company and Executive with respect to the subject matter hereof and, from and after the date of this Agreement, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.
T... | Label: Entire Agreements |
9a4133d0-2271-4ba2-9bd2-bf3788fdf470 | Clause:
The Company shall use commercially reasonable efforts to cause the Indemnitee, at the Company’s expense, to be covered by such insurance policies or policies providing liability insurance for directors or officers of the Company or of any Subsidiary, if any, in accordance with its or their terms to the same ext... | Label: Insurances |
0401fb5e-ab86-4751-909f-8d5cdafcdffc | Clause:
This Guaranty may be executed in any number of counterparts, each of which when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument binding upon all of the parties hereto notwithstanding the fact that all parties hereto are not signatory to the... | Label: Counterparts |
1a7ea97f-7424-4f96-bd9c-33e3f6ce2e89 | Clause:
Section 4.20 of the Disclosure Schedule contains an accurate and complete description of all current policies of fire, general liability, theft, life, workers’ compensation, health, partners, and other forms of insurance owned or held by Seller relating to the Business or the Transferred Assets, specifying the ... | Label: Insurances |
4c662b43-d8f8-419b-ba18-e1e7c0e93931 | Clause:
This Confidentiality Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Confidentiality Agreement, nor any waiver of any rights under this Confidentiality... | Label: Entire Agreements |
8df37819-bbc7-4c23-80d2-8a0293d7f6c2 | Clause:
This Agreement may be executed in counterparts, which shall, singly or in the aggregate, constitute a fully executed and binding agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Counterparts |
48acd8ca-c360-4df4-9b3a-c2b3bd00350c | Clause:
The Seller shall sell the Property to the Purchaser, and the Purchaser shall purchase the Property from the Seller on the Closing Date, subject to and in accordance with the terms and conditions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Sales |
596207e6-f52c-4727-967e-1b8e83f1710c | Clause:
The Company shall pay to the Lender its’ out-of-pocket expenses, if any, determined in accordance with Section 9.2 (a) hereof, payable on the date of execution of this Agreement. Prior to maturity, for each payment of principal or interest not paid when due (subject to applicable grace period), a late fee equ... | Label: Expenses |
bb116274-96c6-4975-a1b6-dc2796ca3390 | Clause:
This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and constitutes the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or ... | Label: Enforcements |
e10ad9bc-4ba5-4c86-8318-f4e37dfb9eb5 | Clause:
Seller agrees to pay to CBRE (“ Broker ”) a real estate commission at Closing (but only in the event of Closing in strict compliance with this Agreement) pursuant to a separate agreement. Broker acknowledges that the payment of the commission by Seller to Broker will fully satisfy the obligations of the Seller ... | Label: Brokers |
e257ac75-164e-41f7-9e69-70cf8b1ef95c | Clause:
By signing below, Employee represents and warrants that Employee: (a) has been informed that Employee may only sign this Agreement on or after the Termination Date, and that any signature before that date will be null and void; (b) has been informed that Employee has at least twenty-one (21) days from the date ... | Label: Representations |
bfca0adf-7653-4ea5-a987-14e8b861beba | Clause:
Each of the Lenders and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, any Parent Entity, the Borrower , each other First Tier Covenant Party and any Subsidiary furnished to it by or on behalf of Holdings, the Borrower , any other First Tier Covenant Party o... | Label: Confidentiality |
07994562-8ae2-4a86-9037-4187fa22bab4 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
7477b413-17f0-49cb-9a4f-661f8d0355c4 | Clause:
Each of the representations and warranties (together with any related disclosure schedules thereto) made by the Holder in the Purchase Agreement is hereby incorporated herein by reference (as though fully restated herein).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Warranties |
0e442f05-288e-4762-b09b-e40878abad1c | Clause:
This Agreement sets forth the entire agreement and understanding of the Parties in respect of the subject matter hereof, and supersedes all prior discussions, agreements and writings relating thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Entire Agreements |
eba471f2-c013-458b-ade0-fef1477f753d | Clause:
The representations and warranties of the Sellers to the Buyer are as set forth in this Section 4.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authori... | Label: Representations |
b8199099-6149-48be-a581-31e70efcf008 | Clause:
Subject to the terms and conditions set forth herein, the Company hereby employs the Executive, and the Executive hereby accepts such employment by the Company commencing on the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Employment |
92e0018d-3e83-4f70-9b39-adbb3adaedad | Clause:
Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be ... | Label: Confidentiality |
a9146b04-8dad-4cac-bf8b-e14c8d696d64 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Signature by facsimile or PDF shall be treated as an original signature and has the same binding legal effect.
Task: Classify this clause into ONE of these ty... | Label: Counterparts |
442e481a-70d4-4be3-97ee-7eb12a2d9f70 | Clause:
Lenders will reimburse and indemnify Agent for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and expenses), advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or as... | Label: Indemnifications |
f0883bde-262a-4b2e-ad4b-88937125ef3f | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal courts lo... | Label: Governing Laws |
9456be49-a875-4ec6-8f2a-266e5b7b2e99 | Clause:
Borrower has filed all federal and state tax returns or reports required of it, including but not limited to income, franchise, employment, and sales taxes, and has paid all tax liability to the extent the same has become due and before it may have become delinquent in accordance with such returns, except for s... | Label: Taxes |
0e055872-fa0d-4c9d-a67d-735f4b0484ca | Clause:
This Agreement may be executed in any number of counterparts, each of which, when so executed, shall be considered 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, An... | Label: Counterparts |
ba310685-9043-48a4-b444-83524a2bec5c | Clause:
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Credit Party hereby, for itself and its successors and assigns, fully and without reserve, releases and forever discharges each of the Administrative Agent, each Issuing Bank, each Lender and each of the fore... | Label: Releases |
ac1de38a-bc0b-4b5e-b7e1-899992886f46 | Clause:
This Agreement constitutes the entire agreement between the Parties concerning the confidentiality and nondisclosure obligations with respect to Confidential Information disclosed in connection with the Purpose and may not be modified or amended except in a written instrument executed by both Parties. The Parti... | Label: Entire Agreements |
1e0736b2-a463-438c-b402-f6f6154f25d0 | Clause:
The Committee shall specify, on or before any award of Restricted Stock Units, the timing of the payout of any such Restricted Stock Units that are contributed to this Program when they vest; such payout provisions would apply in lieu of any payout provision otherwise specified in this section .
Task: Classify... | Label: General |
8b093a4c-f7d1-4976-aed6-65f62c320706 | Clause:
You agree that (i) you shall not communicate with anyone (other than your own attorneys), except in connection with the good-faith performance of your duties for SC or as required by law, with respect to the subject matter of any pending or potential investigation, litigation, or regulatory or administrative pr... | Label: Litigations |
200e9b01-422f-49af-b109-0378359ee84a | Clause:
This Agreement will be deemed to be made and entered into in The Commonwealth of Massachusetts, and be governed by, and construed and enforced in accordance with, the laws of The Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. You hereby agree to consent to personal jurisdi... | Label: Governing Laws |
1b12bf6f-81ca-4e7a-b2ff-b4d7fd0117ca | Clause:
In the event of a Change in Control pursuant to which the Award is not effectively assumed by the surviving or acquiring corporation in a Change in Control (with appropriate adjustments to the number and kinds of shares, in each case, that preserve the material terms and conditions of the Award as in effect imm... | Label: Change In Control |
c7165d2b-3549-4611-82e2-e139fbb1fd4f | Clause:
The execution and delivery by the Guarantor of this Guaranty and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of the organizational documents of the Guarantor, or any applicable law or regulation, or any order, writ, injunction or decree of any court or gov... | Label: Consents |
69fa1e8b-27a8-4180-8215-1824984a5090 | Clause:
The Class B Membership Interests listed on Exhibit A represent all of the issued and outstanding Class B Membership Interests of Seller. As of the date hereof, each Seller Class B Member set forth in Exhibit A is the record and, to the knowledge of Seller, beneficial, owner of the Class B Membership Interests s... | Label: Capitalization |
e2e14b5e-5b57-46a4-9c28-8be1231a3232 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
c429d9ab-0eee-43f1-877a-8b238efcff71 | Clause:
Neither anything contained in the Plan or any agreement nor the granting of any Award under the Plan shall confer upon any Participant any right with respect to the continuation of his or her employment by the Company or any Affiliate, or interfere in any way with the right of the Company or any Affiliate, at a... | Label: Employment |
5e06c46f-14dc-42d7-b3f2-f30a60dda683 | Clause:
Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in each case in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05 , (A) from time to time on any Business Day during the period from the Closing Date to the fifth Business Day prior to th... | Label: General |
60436798-7e33-4362-ba23-45e211b2048e | Clause:
All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not such transactions are consummated; provided that Parent shall pay up to $1.6 million of reasonable out-of-pocket fees, charges and... | Label: Expenses |
be9277d9-47ff-4bf9-adfe-5ae44e20a240 | Clause:
All capitalized terms not otherwise defined herein shall have the meanings attributed thereto in the Credit 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... | Label: Definitions |
918357df-0942-4bbf-958d-7df2c426f6d8 | Clause:
The rights and obligations of the parties hereto shall inure to the benefit of and shall be binding upon the authorized successors and permitted assigns of each party. Except as otherwise expressly provided herein, (A) none of the parties may assign its rights or obligations under this Agreement or designate an... | Label: Assignments |
1646d0d4-589e-44b3-a1d9-1af949701b77 | Clause:
Assignor shall indemnify Assignee and MetLife HCMJV 1, LP, and their respective affiliates, partners and participants, and the officers, directors, agents, employees of each of them, and the successors and assigns of each of them against and hold it harmless from any and all liability, claims, loss or damage wh... | Label: Indemnifications |
1b3d9aea-f938-40d9-ae77-8bb9a863d04a | Clause:
The Company will pay all expenses associated with performance of or compliance with this Agreement, including all registration, qualification and filing fees and expenses, printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale un... | Label: Expenses |
10a9fa14-0a86-45e2-9949-b5eefc5112cf | Clause:
The article headings contained in this Lease are for convenience only and do not in any way limit or amplify any term or provision hereof. The terms "Landlord" and "Tenant" as used herein shall include the plural as well as the singular, and the neuter shall include the masculine and feminine genders.
Task: Cl... | Label: Headings |
17ed0c9c-adea-4a55-ade4-3e8c381b7271 | Clause:
This Section 16(c) shall apply except to the extent otherwise provided in the Award 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, Authorizati... | Label: Change In Control |
ba6dbb8f-2ca8-480b-927a-4df2cdaa3014 | Clause:
For purposes of this Section 2.15, the term “Lender” includes the Issuing Bank and 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, A... | Label: Defined Terms |
10043696-f36a-4428-bd7f-2220f0320835 | Clause:
Except as otherwise prohibited in this Agreement, if any dispute, controversy, claim or disagreement arising out of or relating to this Agreement (collectively, “Disputes”), the Parties shall use all reasonable endeavors to resolve the matter amicably. If one Party gives the other written notice that a Dispute ... | Label: General |
990eb939-e6a9-41da-b9c0-6c9cf0436af9 | Clause:
No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising, and no course of dealing with respect to, any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any ab... | Label: No Waivers |
2accd355-19d7-48fa-a168-63c76bdb1c90 | Clause:
Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail... | Label: Notices |
0da1acad-3620-49ec-922e-35578e1720f3 | Clause:
Any notice (including notice of change of address) permitted or required to be given pursuant to the provisions of this Agreement shall be made as provided in the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Notices |
3859ebbf-8a79-41ba-9fa5-12bae641bde9 | Clause:
Any changes or modifications to this Agreement shall be in writing and signed by all of the parties hereto.
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: Modifications |
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