id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
5a5a1947-0ecd-49f4-9d39-d96c9978a31d | Clause:
No Individual Borrower nor Operating Lessee will cause or permit any change to be made in its name, identity (including its trade name or names), or its corporate or partnership or other structure unless it shall have first notified Lender in writing of such change at least thirty (30) days prior to the effecti... | Label: Organizations |
a823a0a7-537b-4335-8e43-1b02aaf648e1 | Clause:
This Agreement may be executed in 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, Applicable Laws, Ap... | Label: Counterparts |
2be68266-25b1-42e2-b190-bb3a2d00d68b | Clause:
Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), a Defaulting Lend... | Label: Participations |
2c08f2ca-9880-421b-8906-700746bf2734 | Clause:
The Parties agree to defend, indemnify and hold harmless the other Party and shall reimburse the other Party for, from and against each claim, loss, liability, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and... | Label: Indemnifications |
10bf6b51-549d-4787-8aa7-ad50cce1223d | Clause:
Neither the Company, the Guarantor nor any of their Subsidiaries is in violation of or default on any term of its certificate of incorporation or bylaws, or other charter documents, as each is in effect as of the date hereof (collectively, the “ Charter Documents ”), or any provision of any material mortgage, i... | Label: No Conflicts |
51b401ba-a7b2-481c-a10a-0439a27800b2 | Clause:
The Company has the requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company has duly approved this Agreement and all ... | Label: Authorizations |
0e6fd54e-086b-4c84-bc89-7d526334075c | Clause:
Each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party may reasonably request in order to effect the intent and purpose of this Transition Services Agreement and the t... | Label: Further Assurances |
dac6303d-a34b-471d-a4a8-3ca28befdee2 | Clause:
The Company and Parent shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company or Parent is required to withhold.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Withholdings |
ea5282ba-dfa1-4c3e-bc45-a9b1da577783 | Clause:
No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further such exercise. No waiver of any term or condition of this Agreement shall be deemed to be a waiver of any s... | Label: No Waivers |
af8ffcf6-e871-4d95-bb1e-2be0de6eab99 | Clause:
The PRSUs are intended to align your long-term interests with the long-term interests of the Company. If you engage in certain activities discussed below, either during employment with the Company or after such employment terminates for any reason, the Company may terminate any outstanding, unexpired or unpaid ... | Label: Terminations |
7a4a5e84-7740-4691-8b8f-51b37e57b84f | Clause:
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
Task: Classify this clause into ONE of the... | Label: Governing Laws |
3110a8ef-f7e5-4436-9ad7-450274c06cdd | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder as set forth on Schedule 4.9 and, other than as expressly set forth on such schedule, 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 o... | Label: Use Of Proceeds |
579eff39-8f8a-4ad9-9bfa-6364fe19af2d | Clause:
Company covenants and agrees that in the event that this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor’s designee, upon the earlier of (i) the date this Note is paid in f... | Label: Releases |
5fa16ada-77f5-43cd-9fe0-a429557904b0 | Clause:
This Agreement, and the other documents and agreements referred to herein or entered into concurrently herewith embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein; provided that such other agreements and documents shall not be deemed to be a par... | Label: Entire Agreements |
672ab739-8300-4a65-a3bb-012dedbe5dae | Clause:
KeyBank and Subservicer each further agrees, at its own cost, and without expense to the other party, to do, execute, acknowledge, and deliver all and every such further agreements, instruments, acts, deeds, conveyances, financing statements, assignments, notices of assignments, transfers, and assurances as are... | Label: Further Assurances |
deebba04-2db8-4249-bf34-7f3fc9967eb3 | Clause:
The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are customary in the businesses in which the Company is engaged, including, but not limited to, directors and officers insurance coverage. The Company has no reason to believe that it w... | Label: Insurances |
e9b7996b-e1e6-4562-a181-d85b395a82e6 | Clause:
The Company shall withhold from the Severance Benefit Payment all federal, state, city or other taxes and any other withholding as may be required pursuant to any law or governmental regulation or ruling at the time payment is received.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Withholdings |
38c0c36f-4b41-49a6-baf4-3e5f45cc766f | Clause:
Executive is hereby employed as Executive Vice President, Chief Financial Officer and Treasurer of the Company. In his capacity as Executive Vice President, Chief Financial Officer and Treasurer, Executive shall have the duties, responsibilities and authority commensurate with such position as shall be assigned... | Label: Employment |
81dbc972-ee62-4d43-9575-345181f0bcae | Clause:
The rights and obligations of the Stockholder pursuant to this Agreeme nt are not assignable . Any attempted assignment of such rights and obligations in violation of this Section 3 .4 will be null and void. The provisions of this Agreement will be binding upon and inure to the benefit of the parties and t... | Label: Assignments |
ee05d1f9-583f-4226-88db-3a133699bee9 | Clause:
(a) PPG hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requiremen... | Label: Waivers |
710c1426-e3a1-4f3d-92d7-933f7219c30d | Clause:
Each Loan Party (a) is a corporation or other form of legal entity, and each of its Subsidiaries is a corporation, partnership or other form of legal entity, validly organized and existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, (b) has a... | Label: Organizations |
854bac23-e4c2-4117-974d-a6dd0393b259 | Clause:
Employee understands that this Agreement shall be null and void if not executed by him and delivered to the Company within twenty one (21) days of the Separation Date. This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by the Parties... | Label: Effective Dates |
a5e5978f-46af-4c96-bc29-a97d0cfab665 | Clause:
Each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. Except for such claims as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by... | Label: Intellectual Property |
9222c61e-5f6f-4c5f-bb44-ba6969dd7579 | Clause:
The Companies that are Loan Parties unconditionally and jointly and severally agree upon demand to pay to the Administrative Agent and the Lenders the amount of any and all reasonable out-of-pocket costs, expenses and disbursements, including reasonable fees and expenses of counsel (including the allocated cost... | Label: Expenses |
5b3b5eca-6955-4e0b-af4e-5827c8a53d9e | Clause:
A Director shall be entitled to receive cash payments with respect to Fees deferred under the Interest Rate Deferral option together with interest accrued to the date of payment in each year of the applicable period as elected under Subparagraph 4(c); provided, however, that in the event payments commence based... | Label: Payments |
8ca5cd4f-972b-4c19-b27c-bd4230823576 | Clause:
If any term or provision of any of the Loan Documents or the application of it shall to any extent be held by a court to be invalid and unenforceable, the remainder of the Loan Documents , or the application of such term or provision other than to the extent to which it is invalid or unenforceable, shall not be... | Label: Severability |
d8fc64d4-f410-46af-b7f1-20849fc4ba4d | Clause:
The Recipient is required to provide sufficient funds to pay all withholding taxes. Pursuant to the Plan, the Company shall have the right to require the Recipient to remit to the Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent requ... | Label: Taxes |
d1c1a112-553c-4d26-a1f5-5b81d19ca066 | Clause:
The payments referenced herein, including the severance benefits set forth in Section 2, shall be subject to reduction for all amounts required or authorized to be withheld by law, including all applicable U.S. federal, state, and local withholding taxes.
Task: Classify this clause into ONE of these types (exa... | Label: Taxes |
e956f7e1-35c4-4c11-b49d-54f2e94e359f | Clause:
Each Holder, in addition to being entitled to exercise all rights provided to it herein, in the Indenture or in the Purchase Agreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Guarantors... | Label: Remedies |
9a345541-660a-4d3e-afe7-00f90f3dcab6 | Clause:
This Agreement may be executed in one or more counterparts, including electronic, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format dat... | Label: Counterparts |
56cf8b58-50f8-4474-abe2-196add68aff1 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Ad... | Label: Successors |
125f0eaf-5ee9-4e89-a257-9ea6e2119319 | Clause:
Each Loan Party and each Subsidiary has filed all federal and other material Tax returns and reports to be filed, and has paid all federal and other material Taxes, assessments, fees and other governmental charges, levied or imposed upon it or its properties, income or assets otherwise due and payable, except t... | Label: Taxes |
6204ade9-c9ae-4203-94f8-eb9cad387fc4 | Clause:
This Guaranty contains the entire agreement between Landlord and Guarantor with respect to the subject matter hereof and supersedes all prior writings and oral agreements. This Guaranty may not be modified orally, but only by a writing signed by both Guarantor and Landlord. Modifications include any waiver, cha... | Label: Modifications |
69416454-0dc7-4cb0-bb14-84e3a19bc738 | Clause:
During the Interim Period and the Transition Period, the Executive will (i) receive his base salary as in effect on the Effective Date and (ii) participate in the Company’s retirement and welfare benefit plans, perquisite programs, expense reimbursement and vacation policies, as such plans, programs and policie... | Label: Base Salary |
f1e28f3a-9634-48a3-a64a-ad49a3596937 | Clause:
This Agreement shall be binding upon all successors and assigns of each of the Parties to the 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, A... | Label: Binding Effects |
20428ffb-646f-44a4-aa79-cf7ca54cc88b | Clause:
Pledgor shall, and shall cause each of its Subsidiaries, to make available to Agent and each Lender, without expense to Agent or any Lender, each such Person’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-par... | Label: Litigations |
b0bcf463-64e3-47f0-b13a-3eaae5b99ded | Clause:
All notices, requests, demands and other communications (collectively, “ Notices ”) given pursuant to this Agreement shall be electronic or in writing, and shall be delivered by email or by personal service, courier, facsimile transmission or by United States first class, registered or certified mail, postage p... | Label: Notices |
1c60b2e1-01b1-4b23-a137-0f3a8fb098a5 | Clause:
The Executive agrees that, following termination of the Executive's employment for any reason, the Executive shall upon reasonable advance notice, and to the extent it does not interfere with previously scheduled travel plans and does not unreasonably interfere with other business activities or employment oblig... | Label: Cooperation |
0720b5ab-ccdb-46dd-8d67-5cc3890ec502 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of New York, without reference to its conflict of laws principles. Subject to Section 12.3, the Parties consent to the exclusive jurisdiction of the state and federal courts of New York in the event that there is a dispute related to ... | Label: Governing Laws |
6e892c79-4952-46ad-ab66-72ab3d49b730 | Clause:
All notices, requests and other communications hereunder shall be in writing and shall be deemed to have been duly given at the time of receipt if delivered by hand or communicated by electronic transmission, or, if mailed, three days after deposit in the United States mail, registered or certified, return rece... | Label: Notices |
add3ec5d-d8f4-4834-b936-6f7af6a274cd | Clause:
Terms not defined in this Agreement shall have the meanings assigned thereto 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 “ Sale and Servicing Agreement ”) among the Purchaser, as seller, Honda ... | Label: Definitions |
f78fcd91-7774-4cd6-abc2-6aa1ab5d2f5e | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the Transactions will not (i) result in a violation of the Certificate of Incorporation, or other organizational document of the Company or any of its subsidiaries, any capital stock of the... | Label: No Conflicts |
2c774ee6-c8fa-46c6-a942-57df111d5ab7 | Clause:
This Release may be amended only upon a written agreement executed by the Bank and me.
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, Bas... | Label: Amendments |
0d6e2506-ee81-4df7-a15e-d3d3d17dee7d | Clause:
This Guarantee and the other Credit Documents represent the agreement of each Guarantor with respect to the subject matter hereof and there are no promises or representations by any Guarantor, the Administrative Agent or any Lender relative to the subject matter hereof not reflected herein or in the other Credi... | Label: Integration |
452d1fa9-3e8c-42f8-b585-6e749bff3986 | Clause:
Each of the respective rights and obligations of the Parties hereunder will be deemed independent and may be enforced independently irrespective of any of the other rights and obligations set forth herein. If any provision of this Release should be held illegal or invalid, such illegality or invalidity will not... | Label: Severability |
35b2fe04-3556-4daa-bdf2-4c3d9eaefd41 | Clause:
As provided in the Credit Agreement, but without limiting any terms or provisions thereof, each Obligor agrees to pay on demand, upon presentation of a statement of account, all reasonable costs and expenses incurred by the Agent in connection with the preparation, negotiation, and execution of this Agreement, ... | Label: Expenses |
40c37228-c447-46df-a237-a41d797345df | Clause:
Except as set forth on Schedule 3.6, there is no litigation, suit, proceeding, action, claim, demand or investigation, at law or in equity, pending or threatened against or affecting the Company before any court, agency, Government Authority or arbitration tribunal, in each case related to the Purchased Assets ... | Label: Litigations |
a1b04941-e1f2-44f5-9940-ab80823c132d | Clause:
The paragraph headings that appear in this Amendment are for purposes of convenience of reference only and are not in any sense to be construed as modifying the substance of the paragraphs in which they appear.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Headings |
98891701-b284-4b94-a067-5a18f69e8617 | Clause:
The Administrative Agent and each Lender shall have received prior written notice from an Authorized Officer of Apache of an Additional Borrower becoming party to this Agreement at least five (5) Business Days prior to the date selected for such Additional Borrower to become party to this Agreement.
Task: Clas... | Label: Notices |
0d37d13d-fc50-456c-ac0d-357d4559ba6b | Clause:
The Company shall reimburse the Executive for all expenses reasonably and actually incurred in accordance with policies which may be adopted from time to time by the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Expenses |
353d6b74-d77d-4f42-88d7-29e4c374399b | Clause:
The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and, where applicable, good standing of the Credit Parties, the authorization of the Transactions and any other legal matters rel... | Label: Authorizations |
dff76a50-1390-49a3-8211-0f50cb6059f7 | Clause:
Each of the Company and Investor shall bear its own expenses in connection with the preparation and negotiation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Expenses |
1ca62bd2-a73b-4711-806b-de777c1741c3 | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Pa... | Label: Counterparts |
f7233d8d-5b5b-45dc-8b06-bea28cf44453 | Clause:
The Committee may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (and shall make adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial stateme... | Label: Adjustments |
049750ed-52dd-45e2-a186-7d5a7e5b403a | Clause:
Within three (3) days after the Effective Date, Seller shall make available for review by Purchaser or its representatives at all times prior to the Closing (including during the Due Diligence Period) on a datasite (the “ DataSite ”), materials related to the Properties, which are in the actual possession of Se... | Label: Records |
a6ef2563-3cec-4be1-97f6-35e005b90788 | Clause:
If one or more provisions of this Option Agreement are held to be unenforceable, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision will be excluded from this Optio... | Label: Severability |
07632de7-d444-4336-9844-3482f31566a4 | Clause:
The undersigned chief financial officer, chief accounting officer or other accounting officer reasonably approved by Agent of Borrower (or of the REIT) certifies in his or her capacity as an officer of Borrower or REIT, as applicable, and not individually, that Borrower is and will be in compliance with all cov... | Label: No Defaults |
faeac956-d964-46b4-9d0e-9bb09fb72879 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, such Purchaser’s Closing Subscripti... | Label: Closings |
58e36410-ccff-40cb-8f21-25d67a8cc68d | Clause:
A Participant shall deliver to the Administrative Committee all directions, orders, designations, notices or other communications on appropriate forms to be furnished by the Administrative Committee. The Administrative Committee shall also receive notices or other communications directed to Participants from th... | Label: Notices |
ac1dc9b1-b858-4311-b8fb-d8a41cd63ad5 | Clause:
From time to time and without additional consideration, each party hereto shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as another party hereto may reasonably r... | Label: Further Assurances |
f1dda20f-b5d9-4dc8-9a72-824456d81744 | Clause:
If any indemnification provided for in this Article IV is determined by any arbitrator with authority to make such determination under this Article IV or by a Delaware federal or state court to be invalid, void or unenforceable, to the maximum extent permitted by Law, the Liability shall be apportioned between ... | Label: Severability |
069d96fc-21d2-426b-a94d-bc14a3e08682 | Clause:
The invalidity of any one or more of the words, phrases1 sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and in the event that any ... | Label: Severability |
adcc4e55-ba24-4ef2-b284-9152e3712a49 | Clause:
ProSight and each Seller expressly and irrevocably releases each Buyer Party, its affiliates and their respective current and former officers, directors, employees, agents and controlling persons from any and all claims, demands and liabilities arising from or in respect of its ownership of the Shares or the Tr... | Label: Releases |
ad5e55d5-5470-464d-bbba-3e5e65930fe6 | Clause:
No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom such waiver, amendment, supplement or modification is sought to be... | Label: Amendments |
4585f816-5c27-4ead-a7b7-ca3bb4992411 | Clause:
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be reasonable and customary in the businesses in which the Company and its Subsidiaries are engaged. To the Company’... | Label: Insurances |
c0cbd7ba-3b21-49ec-a605-4861bdc21a76 | Clause:
The Executive’s annual base salary is $485,100 , which is subject to review and redetermination by the Board or the Compensation Committee of the Board (the “Compensation Committee”) from time to time. The annual base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary wil... | Label: Base Salary |
c7bada9f-56ee-418e-b9ec-5d9d963f9b83 | Clause:
All notices, requests and other communications to any party hereunder shall be given in the manner prescribed in Section 11.02 of the Credit Agreement with respect to the Administrative Agent at its notice address therein and, with respect to any Guarantor, in the care of Weatherford International, LLC, as prov... | Label: Notices |
6bc95384-8d26-4eeb-8df1-386003b4f5b8 | Clause:
The Company will use the proceeds from the sale of the Common Stock hereunder for working capital and other general corporate purposes or, if different, in a manner consistent with the application thereof described in the Registration Statement. The Company will not, to its knowledge, directly or indirectly, us... | Label: Use Of Proceeds |
fcfdf828-30be-49bb-a37d-7cb062f82f2b | Clause:
Borrower shall have delivered to Bank evidence of insurance coverage, in form, substance, amounts, covering risks and issued by companies satisfactory to Bank, and where reasonably required by Bank, with lender loss payable endorsements in favor of Bank. Bank acknowledges that such evidence delivered by Borrowe... | Label: Insurances |
5c517c6c-b203-4c47-84b6-3e12a78a5765 | Clause:
This Agreement is intended by the parties as a final expression of their agreement, and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties o... | Label: Entire Agreements |
2c63560b-c359-4bc8-9542-150c9fb22a4d | Clause:
The term of the Loan shall begin on the Effective Date and shall consist of a thirty‑six (36) month interest only payment period ending on July 31, 2019 (the “ Interest Only Period ”), followed by a one hundred twenty (120) month principal and interest payment period ending on the Maturity Date (the “ Amortizat... | Label: Terms |
cf3f0695-a37d-41fc-8076-ad603358b74e | Clause:
You and the COMPANY shall mutually agree to a date, time and place at which you shall return to the COMPANY the COMPANY property in your possession or control, including but not limited to, all paper records and documents, access cards and keys to any COMPANY facilities. Notwithstanding the foregoing, all parti... | Label: Records |
d1cf282e-f55e-4bea-98c6-a01578703f49 | Clause:
The Employee’s RSUs shall vest only if both (i) the Employee satisfies the service-based vesting requirements in subsections (b), (c), (d) or (e) below, as applicable, and (ii) the Committee certifies that the performance-based vesting requirement in subsection (f) below has been achieved.
Task: Classify this ... | Label: General |
2972c84c-979d-4985-b738-fd74c50e540b | Clause:
This Agreement shall be binding upon and inure to the benefit of (i) the Company and its successors and assigns, and (ii) Director, and Director’s heirs, devisees, executors, administrators and personal representatives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Binding Effects |
61a4e62e-8899-4f87-93a1-0c71a9739bde | Clause:
This Agreement embodies the entire and final agreement of the parties on the subject matter stated in this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Employer or the Executive unless made in writing and signed by all parties. All prior understandings and agreeme... | Label: Entire Agreements |
e4c4d231-1a8f-47bc-9b77-de9e829b59f1 | Clause:
Each Party agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obl... | Label: Specific Performance |
ae2e5dc6-b42c-4d26-a566-88d6a5f9db82 | Clause:
Company shall use the net proceeds from the sale of Subordinated Notes for general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Aut... | Label: Use Of Proceeds |
5bd4a270-a492-4b86-a67a-7b82ad011991 | Clause:
Air Products or another member of the Air Products Group shall amend the Air Products Defined Benefit Retirement Plans to provide that Versum Employees shall be vested in their accrued benefits under the Air Products Defined Benefit Retirement Plans as of the Employee Transfer Date.
Task: Classify this clause ... | Label: Vesting |
5d3158a4-7e5e-4913-a6ca-32ef3b902538 | Clause:
IHS and the Borrowers, each other Loan Party (by its execution of the Loan Documents to which it is a party), the Administrative Agent and each Lender acknowledges that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review the Loan Documents with its ... | Label: Construction |
deffbfaa-5b69-49d5-aad1-b1251f1ffd72 | Clause:
All payments to be made to Holder shall be made in the lawful money of the United States of America in immediately available funds without setoff, counterclaim or deduction. Any payment received by Holder and its registered assigns after 4:00 p.m. (Buffalo, New York time) on any day, will be deemed to have been... | Label: Payments |
2e4a62ac-b925-4637-8a66-bb5222f7bdb4 | Clause:
Sections 4, 5 and 6 of this Release Agreement shall be subject to enforcement pursuant to the same procedures that apply to a breach of Paragraphs 4 or 5 of the Employment Agreement (as further detailed in Paragraph 15 of the Employment Agreement). Any other disputes concerning this Release Agreement shall be s... | Label: Enforcements |
52121ca1-3790-480f-acc2-eda22a3f16a0 | Clause:
All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of the Agreement and the Seller hereby waives the benefit of the applicable statutes of limitations with respect to any of the covenants, agreements, representations and warranties set forth herein. It... | Label: Survival |
86c7e548-73d4-42bc-8d7b-c3921faac732 | Clause:
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate.
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... | Label: Interests |
1cbbefff-bf1d-4532-8ece-32a2053db3f2 | Clause:
Either party may terminate this Agreement for any reason by giving not less than ninety (90) days prior written notice.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Terminations |
88adb5ea-2b8d-40c0-9e4f-4e0ffb197134 | Clause:
Except as amended by the provisions of this letter agreement, the terms and provisions contained in the Asset Purchase Agreement shall continue to govern the rights and obligations of the parties, and all provisions and covenants in the Asset Purchase Agreement shall remain in full force and effect as stated th... | Label: Miscellaneous |
b4215bf6-265c-4fbc-a414-ccdb3783a358 | Clause:
The Borrower and its Tax Affiliates have timely filed or caused to be filed all federal and all material state, local and non-U.S. Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes shown therein to be due (including interest and penalties) and has paid all other ma... | Label: Taxes |
bc32fbd9-736a-4eec-96f6-9bfa1e211778 | Clause:
(a) The amendments provided for herein shall become effective on the date (the “ First Amendment Effective Date ”) on which the Administrative Agent shall have executed a counterpart of this Amendment and shall have received from the Company, each other Loan Party and Lenders constituting the Supermajority Lend... | Label: Effectiveness |
bcd20c73-dd1f-4fb9-ad83-2eb4ec193e32 | Clause:
This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties shall constitute a single binding agreement. Delivery of an executed counterpart to this Agreement by facsimile transmission or electronic transmission (e.g., “.pdf”) shall be as effective as delivery of a... | Label: Counterparts |
6c85c184-73e6-423c-8dd3-f8c7ad878a98 | Clause:
The Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining the Optionee ) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. The Optionee acknowledges... | Label: Withholdings |
7c333f9d-2dc8-4440-8d54-e45a5861f62b | Clause:
The Plan shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Delaware (without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware).
Task: Classify this clause into ONE ... | Label: Applicable Laws |
e211011c-4034-4579-8eaf-a8f15fec4636 | Clause:
Upon the re quest of Administrative Agent, execute and/or deliver any additional agreements, documents and instruments, and take such further actions as may be reasonably requested by Administrative Agent from time to time, to carry out the provisions and purposes of this Guaranty and the other Loan Documents.
... | Label: Further Assurances |
79fbba40-679d-4b66-8498-131855031a2b | Clause:
(a) Immediately following the consummation of the transactions to occur on the ARCA Effective Date, including the making of the New Credit Agreement Loans and the application of the proceeds thereof, the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.
Task: Classify this clause into ONE of... | Label: Solvency |
e841334e-fc2a-49c1-a17b-7dd6cbc0b833 | Clause:
The Grantors shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, but limited to no more than one counsel and, if applicable, one local and one... | Label: Expenses |
dd953788-6aca-428d-92ec-2244d035c697 | Clause:
Immediately after the Closing (i) the Seller expects to be able to pay all creditors in a timely manner; and (ii) no solvency proceeding of any character, including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors), volunt... | Label: Solvency |
5d569676-f450-4402-9e03-342f3d716831 | Clause:
Communication between the Servicer and Designated Persons shall be conducted in a manner (dependent in part on the parties at issue in the litigation as well as the law applicable to that litigation) so as to not waive the attorney-client privilege or the work product doctrine evidentiary privilege.
Task: Clas... | Label: Cooperation |
b9bb5a12-ba5a-447d-8ba6-c145c25cc44b | Clause:
The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits incl... | Label: Financial Statements |
789247bf-be5f-4f0e-9b3e-2a81bc6bc556 | Clause:
If any part of this Amendment is contrary to, prohibited by, or deemed invalid under applicable Laws as defined in the Original Agreement, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall... | Label: Severability |
e3977ac4-5b21-492e-ab6c-18307bf15ce5 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before August 9, 2016; pro... | Label: Terminations |
de45f325-0213-4f34-b773-4b11591095db | Clause:
Schedule 4.13(b) is a complete and correct list of each Lien securing Indebtedness of any Person outstanding on the Sixth Restatement Effective Date the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $1,000,000 and covering any property of the Borrower or any of its Subs... | Label: Liens |
41307f17-2b4e-49ac-9b66-3db89aae1699 | Clause:
Except as set forth in Schedule 3.1(w) or the SEC Reports, none of the officers or directors of the Company or its subsidiaries and none of the employees of the Company or its subsidiaries is presently a party to any transaction with the Company or any subsidiary or Affiliate thereof (other than for services as... | Label: Transactions With Affiliates |
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