id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
654f2d37-8039-4374-ac90-1287a5989dfa | Clause:
The Administrative Agent shall have received the financial statements referred to in Section 3.1 (it being understood that any public filing of such financials with the SEC shall constitute delivery of such financials).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Financial Statements |
e1475239-b202-44fa-8560-443e096bb3e8 | Clause:
If Executive’s employment is terminated by reason of Executive’s death, Disability or retirement during the Employment Period, this Agreement shall terminate without further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary and the timel... | Label: Death |
2c228187-5bb7-4e43-92c1-9ed297747674 | Clause:
Each option shall terminate, and may no longer be exercised, on the earlier of the (i) the date ten years after the date of grant or (ii) the date 60 days after the optionee ceases to serve as a director of the Company for any reason, whether by death, resignation, removal or otherwise.
Task: Classify this cla... | Label: Terminations |
74598074-56c4-4fa7-978e-9c22266956e6 | Clause:
This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by... | Label: Governing Laws |
6bf1c81c-2b53-41eb-8e4e-6c25dc924029 | Clause:
Lessee shall be responsible for paying, and Lessor shall be responsible for collecting from Lessee and paying over to the appropriate authorities, all applicable Federal transportation taxes and sales, use or other excise taxes imposed by any governmental authority in connection with any use of the Aircraft by ... | Label: Taxes |
7d9dd339-175c-4032-99ad-f9b732648719 | Clause:
This Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of the State of Florida.
Task: Classify this clause into ONE of these types (exa... | Label: Governing Laws |
4dd1e4d3-fa17-45c6-b7f2-f8b7b9ed3efa | Clause:
This Agreement and the agreements referred to herein, including Appendices A and B hereto, contain all of the terms of your employment with the Company and supersede any prior understandings or agreements, whether oral or written, between you and the Company, including without limitation your UK Employment Agre... | Label: Entire Agreements |
7622522d-91c1-4470-8e92-41164b082b18 | Clause:
THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED AT NEW YORK, NEW YORK, AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF NEW YORK. WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED ... | Label: Governing Laws |
b460c27a-8b52-4606-af3c-20d3ff37e666 | Clause:
If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid ... | Label: Severability |
be629319-b170-45eb-9f5f-423451302f75 | Clause:
TO THE EXTENT PERMITTED BY LAW, SELLER AND BUYER HEREBY EXPRESSLY WAIVE THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIM (I) ARISING UNDER ANY OF THE DOCUMENTS TO BE EXECUTED AND DELIVERED AT CLOSING, OR (II) CONNECTED WITH OR RELATED TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFT... | Label: Waiver Of Jury Trials |
ee7a13af-5e51-4c9c-9142-f2652748f5e9 | Clause:
Each Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the Administrative Agent and the Secured Parties, and their respective successors, assigns, agents and employees in accordance with the terms of Section 9.03(b) of the Credit Agreement applied mutatis mutandis .
Task: Class... | Label: Indemnity |
64ec7f4a-3940-47f7-8428-2eaab645649e | Clause:
(a) Each Party shall own all data and information (i) provided by it to the other Party in connection with its receipt of Services or (ii) created by or for the other Party solely on behalf of it in relation to the provision of Services (collectively, “ Service Receiver Data ”).
Task: Classify this clause into... | Label: Intellectual Property |
1aa5e6ba-cdb8-4023-b744-4047d69201c5 | Clause:
This Agreement may be amended, modified or supplemented only by written agreement of Buyer and the Shareholders at any time prior to the Closing with respect to any of the terms contained herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Amendments |
ff0f6970-0948-451d-bbf2-519b1efcb263 | Clause:
The Performance-Based Make-Whole Award shall be divided into three segments of 13,189 Shares (each, a “ Make-Whole Award Segment ”), corresponding to each of the three periods commencing on the Start Date and ending on the fifth anniversary of the Start Date, the sixth anniversary of the Start Date and the seve... | Label: Vesting |
b78d4e36-87c6-424f-8ca4-2ba895b814b3 | Clause:
The representations and warranties of the Company and the Investor contained in Sections 3 and 4 , the agreements and covenants set forth in Section 5 , and the indemnification provisions set forth in this Section 11 , shall survive each of the Closings and the termination of this Agreement.
Task: Classify thi... | Label: Survival |
12c9e5c2-b10f-4b22-b7b8-e962c62f7907 | Clause:
This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as such enforceability may be limited by general principles of ... | Label: Enforcements |
a58d6557-f320-4c3c-b400-70c5b9050891 | Clause:
As of the Closing Date, neither the Company nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11 , and all of the outstanding Equity Interests in the Borrowers and each of Parent’s other Subsidiaries have been validly issued, are fully paid and nonassessable and... | Label: Subsidiaries |
2fe898b5-17ec-4cb9-9585-56ad18506ed1 | Clause:
Section, subsection and other headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Headings |
5aff75ed-bf6e-4301-8a70-5a0c812c3394 | Clause:
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of a... | Label: Governing Laws |
4e2b65e4-6041-4ba7-a420-d1c416eda3a3 | Clause:
Included in the Seller Disclosure Schedules is a complete and accurate list of all of Seller's Intellectual Property that was developed by Seller to be used with the Acquired Assets, including the trade secrets, service marks, other proprietary information, domain names, source and object codes, copyrights, pat... | Label: Intellectual Property |
8b7592cb-443f-4655-9240-a980526ec876 | Clause:
The provisions of the October 2014 Warrant amended herein may not be further modified or amended unless the Investor consents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Amendments |
a5383f43-72f3-4d29-a0eb-ef05a73f0d71 | Clause:
The proceeds of the Revolving Loans and the Swingline Loans, and the Letters of Credit, shall be used to finance the working capital needs and general corporate purposes of the Borrower and its Subsidiaries, including Investments, Restricted Payments and capital expenditures permitted under this Agreement. The ... | Label: Use Of Proceeds |
7abf471b-f99e-4f00-b19d-39db50aa97f2 | Clause:
Records of the Grantor, Nexeo, or any of their respective affiliates regarding your period of employment, termination of employment and the reason therefor, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the aforementioned parties to be i... | Label: Records |
955934bb-3dcc-487d-9572-ed81656bc1d8 | Clause:
The Parties will identify aspects of the Products that can benefit from improvement including manufacturing changes and hardware and/or software changes. In addition, there may be aspects of the Products that will require correction. This Section 18 specifies the Parties' responsibilities and the actions to be ... | Label: General |
a4bae91f-a60d-4dc2-bc86-31bec0ed2b9f | Clause:
Subject to the provisions of Sections 6.2(k), 6.3(c) and 6.09, after the date of grant of a Stock Incentive, the Committee may, in its sole discretion, modify the terms and conditions of a Stock Incentive, except to the extent that such modification would be inconsistent with other provisions of the Plan or the... | Label: Modifications |
e22f129a-f859-4c28-9c71-d742f624a23b | Clause:
This Amendment shall be subject to and governed by the laws of the State of Texas. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in Houston, Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Submission To Jurisdiction |
4e133ae2-995e-484a-b700-30ff03746e48 | Clause:
The parties agree that irreparable damage would result and that the parties would not have any adequate remedy at law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached at or prior to the Closing. It is ac... | Label: Specific Performance |
77a68fc1-c8a7-4da1-83db-96f0bb25a0fc | Clause:
The term of a Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award shall be set by the Administrator in its discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Terms |
f878fabf-feaa-4816-a249-a3092e560107 | Clause:
No actions, suits or proceedings are pending or, to Borrower's knowledge, threatened, against or affecting it before any court, governmental or administrative body or agency which might result in any material adverse change in the operations, business property, assets or condition (financial or otherwise) of Bo... | Label: Litigations |
d4224747-aa8d-4440-b608-222a94ac22d8 | Clause:
Buyer, and its Authorized Assignee(s), acting through any of their respective duly empowered and authorized officers, has all necessary entity power and authority to transact the business in which it is engaged, and has full power and authority to enter into this Agreement, to execute and deliver the documents ... | Label: Authority |
36519db7-d953-42df-b91d-b5367b0e8440 | Clause:
Each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Int... | Label: Intellectual Property |
12024cf8-31ac-42fd-a138-f3d86f3c80a8 | Clause:
The Mortgagor shall keep the Property continuously insured, in an amount not less than the cost to replace the Property or an amount not less than eighty percent (80%) of the full insurable value of the Property, whichever is greater, covering such risks and in such amounts and with such deductibles as are sati... | Label: Insurances |
d8d3c318-526f-40ac-9c61-fb3f2b84f5a2 | Clause:
Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the respective meanings assigned to such terms in the Sale and Servicing Agreement, dated as of the date hereof (the “ Sale and Servicing Agreement ”), by and among Nissan A... | Label: Definitions |
c465cd49-75cc-498e-b05b-7b3f5f67cf8c | Clause:
(a) The Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of earnings and statements of cash flows, together with the notes thereto, as of and for the fiscal year ended December 31, 2015, audited by and accompanied by the opinion of KPMG LLP, independent public accoun... | Label: Financial Statements |
d819377a-6d63-4c39-9de0-3fddf0c757ae | Clause:
All capitalized terms and other terms not otherwise defined herein shall have the meanings ascribed to them in the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Defined Terms |
fefe84ef-da68-4c3b-a716-bf1aebb643eb | Clause:
(a) The Borrower agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the first day of each calendar month, and on the date on which the Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a commitment fee ... | Label: Fees |
cfd1a438-6165-4666-80fc-8d6c58ea992b | Clause:
The Committee may amend, modify, suspend or terminate the Bonus Plan, in whole or in part, at any time, including adopting amendments deemed necessary or desirable to correct any defect or to supply omitted data or to reconcile any inconsistency in the Bonus Plan or in any Bonus Award granted hereunder; provide... | Label: Amendments |
ef86ed7a-c121-4c67-8f2d-b09c9faa94b8 | Clause:
The Partnership may, without prior written consent or notice, (i) file the Transaction Agreements as exhibits to Exchange Act reports and (ii) disclose such information with respect to any Purchaser as required by applicable Law or the rules or regulations of the NYSE or other exchange on which securities of th... | Label: Disclosures |
463cb1d9-4a45-449d-af51-fe3ae66155d9 | Clause:
This Agreement shall be governed by and interpreted in accordance with the laws and regulations of Wyoming. The parties hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in respect of any matter arising out or in connection with this... | Label: Governing Laws |
e366d6d0-495b-4359-ba26-315beb66a59c | Clause:
All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered mail or delivered by email or facsimile with written confirmation of receipt to the Optionee and/or to the Company at the addresses shown on the letterhead above, or at such other place... | Label: Notices |
19c86b68-0295-4ef0-8ba0-169b6cbed899 | Clause:
The Administrative Agent shall have received executed counterparts of this Agreement by each party 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: Agreements |
a729be50-36ce-490b-ad8f-2c5fa6ba021b | Clause:
This Agreement sets forth the entire understanding of the Company and you regarding the subject matter hereof and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written; provided, however , this Agreement does not impact, alter, modify, amend or otherwise su... | Label: Entire Agreements |
6b181b5f-6b5b-4748-b4f2-43290fcc4588 | Clause:
You hereby consent and agree that state courts located in Montgomery County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper venue with respect to any dispute between you and the Company arising in connection with the Cash-Settled Re... | Label: Venues |
7a436589-2683-47ed-bed5-6645111ac74b | Clause:
The MSR Owner has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
Task: Classify this clause into ONE of these types (exa... | Label: Authority |
f2483589-3e24-4fb3-87a2-77bc5371ab75 | Clause:
This Agreement contains the entire agreement of the parties, and supersedes all prior agreements, whether written or oral, with respect to the Executive’s employment and all related matters, except for the agreements set forth on Exhibit C hereto, which shall remain in effect.
Task: Classify this clause into O... | Label: Entire Agreements |
61008c0f-d466-463e-9f2c-4aac23c174c0 | Clause:
Subject to the terms and conditions of this Agreement (including Section 2.5), the Sellers and the Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Legal Requirements ... | Label: Further Assurances |
5eba74b2-6316-4294-adc4-6731a4e8906f | Clause:
This Amendment shall be governed by and construed in accordance with the domestic Laws of, and enforced in, the State of California without giving effect to any choice or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of California.
Task:... | Label: Governing Laws |
36dd3266-9041-441c-8051-381de7b4427e | Clause:
Except as expressly provided herein, the execution and delivery of this Eighth Amendment shall not be deemed or construed to (i) constitute an extension, modification or waiver of any term or condition of the Original TSA , (ii) give rise to any obligation on the part of any Party to extend, modify or waive any... | Label: No Waivers |
7dcf148c-de96-4ac3-9187-f46d7e487df6 | Clause:
The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by any Loan Party and without limiting the obligation of each Loan Party to do so), in the amount of its pro rata share (based on its aggregate outstanding Loans and unused Commitments hereunder determined at the tim... | Label: Indemnifications |
08d84b89-9cea-4217-8550-6acbf49dab7d | Clause:
Upon the occurrence of any of the following (each, an “Event of Default”): (a) Applicant fails to pay or perform any obligation under the Documents or under any other agreement between Applicant and Bank when due or there shall otherwise occur a default thereunder, (b) Bank’s security interest in the Collateral... | Label: Remedies |
2c90d68b-436d-4a2b-90b0-b8b4763fe948 | Clause:
Such Purchaser is duly organized and validly existing and in good standing under the laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted, except in each case as would not prevent the consummation by such Purchaser of the tra... | Label: Existence |
80ba7c75-4e1d-4aa0-ad5d-ae6649206252 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execu... | Label: Confidentiality |
663f6a64-0f93-412f-8ee4-e3084a0420a7 | Clause:
Unless otherwise defined in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in The Progressive Corporation 2015 Equity Incentive Plan (the “Plan”). References herein to performance results of the Company mean the applicable results achieved by the Subsidiaries and mutu... | Label: Definitions |
6c767fc6-62de-43f5-86d7-ac8265896f78 | Clause:
All notices to the Second Lien Secured Parties and the First Lien Secured Parties and the Third Lien Secured Parties permitted or required under this Agreement shall be sent to the Second Lien Representative and the applicable First Lien Representative, and the applicable Third Lien Representatives respectively... | Label: Notices |
ae430de9-0204-4da9-bd4e-5d007c996762 | Clause:
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Purchaser and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact... | Label: Disclosures |
ca666646-4d83-4392-9cd5-4300654b40b8 | Clause:
No later than the Delivery Date, Administrative Agent shall have received from Borrower or Subsidiary Guarantors evidence of the policies of insurance required by the Credit Agreement and the other Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Insurances |
6cc10372-583e-4a28-b541-4a2608155f80 | Clause:
The Credit Parties shall, and shall cause each of their Subsidiaries to, maintain with financially sound and reputable insurance companies insurance with respect to their assets, properties and business, against such hazards and liabilities, of such types and in such amounts, as is customarily maintained by com... | Label: Insurances |
c26bf6d5-f9a2-407b-aff5-38ec4f865db8 | Clause:
The Borrowers have delivered or caused to be delivered to the Bank its most recent balance sheet, income statement and statement of cash flows (as applicable, the “Historical Financial Statements” ). The Historical Financial Statements are true, complete and accurate in all material respects and fairly present ... | Label: Financial Statements |
eff212c6-5914-49ac-9023-8d64a907ceb6 | Clause:
Neither New Operator nor Kindred shall assign any of its rights under this Agreement without first obtaining the other party’s written consent. Except as expressly set forth herein, this Agreement shall not counter any rights or remedies upon any Person other than the parties hereto and their respective success... | Label: Assignments |
475d9237-1a10-43a1-a231-df62692129f5 | Clause:
If any provision of this Agreement, or any portion of any provision hereof, is held to be invalid, illegal or unenforceable, all other provisions shall remain in force and effect as if such invalid, illegal or unenforceable provision or portion thereof had not been included herein. If any provision or portion o... | Label: Severability |
91bc3367-f909-45c2-9c22-63e42f0c15a2 | Clause:
This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party i... | Label: Enforceability |
011cc09e-0d7c-4435-b545-9ce889028980 | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANS... | Label: Governing Laws |
d80d2e50-e8d0-4e1d-a6b0-cbfcf0d9345b | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s articles of incorporation, bylaws or other organizational or charter do... | Label: No Conflicts |
0fce8e11-9a73-413c-b9ef-cf2b1149f58f | Clause:
The parties acknowledge and agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or was otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly ag... | Label: Specific Performance |
f85db791-9735-44d2-a6ed-b4098bbca9ef | Clause:
To the Knowledge of Seller, the Intellectual Property Rights in the Business Intellectual Property that are the subject of any issued registration are valid and enforceable. Seller does not know of any facts or circumstances that could impair the validity or enforceability of any Intellectual Property Right in ... | Label: Enforceability |
a7b72abf-12a0-4420-adb3-d37f587c604b | Clause:
In the event of a breach of Section 4.1 or Section 4.2 by the Executive, then the Executive shall immediately reimburse the Company the entire gross amount of the severance benefits paid to the Executive pursuant to Section 3 up to the date of such breach. The forfeiture provisions of this Section 4.4 shall be ... | Label: Remedies |
5d95d9bd-1da1-4ac1-a716-0e72f51f8c5c | Clause:
The Buyer has full right, power and capacity to execute, deliver and perform its obligations under this Agreement and the Other Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Other Agreements does not, and the con... | Label: No Conflicts |
c9b42685-59c7-4480-ae32-af63402e21f7 | Clause:
Except as modified by this Amendment, the Agreement is in all other respects hereby ratified and confirmed.
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: Agreements |
2f8f6ca2-cf7f-4ffb-ac76-5fe3483f780f | Clause:
This Agreement shall be binding upon, and shall inure to the benefit of, the Parties’ respective successors and permitted assigns. This Agreement shall not be assignable by any Party without the prior written consent of the other Party; provided , however , that, upon thirty (30) days’ prior written notice to t... | Label: Assignments |
410bf419-2678-4f89-85c9-bd4b4a105033 | Clause:
(a) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceed... | Label: Jurisdictions |
b1c5df4a-0c2a-4950-89c5-4a47ba7e1b87 | Clause:
Survival . Each party’s obligations under this Section 5.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan... | Label: Survival |
b918d1b1-a81e-4135-ba64-79684b13a304 | Clause:
The term of the Partnership shall continue until December 31, 2065, unless earlier terminated, wound up and dissolved and terminated in accordance with this Agreement and the Partnership Act.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Terms |
064a8732-fe3b-40b2-825e-3fd30d389623 | Clause:
This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Notes, and shall continue in full force and effect so long as all or any of th... | Label: Survival |
3fa66c0a-b414-41d4-95fa-9faeb137f74f | Clause:
No amendment, modification, rescission, waiver or release of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each party hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Amendments |
361ff9c7-f9c0-4a06-be85-83b82bee79ef | Clause:
The Company agrees that it will not disclose, and will not include in any public announcement, the name of the Investors without the consent of the Investors unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.
Task: Classify this clause... | Label: Publicity |
4c3d31f4-001d-4a15-bc0b-ddbe3831188a | Clause:
Participant Deferrals shall be vested in accordance with the same vesting schedule and same vesting conditions applicable to the deferred Award under the terms of the Stock Incentive Plan and the applicable Award Agreement. The portion of a Participant’s Accounts that remains unvested upon his or her Separation... | Label: Vesting |
f40c9560-edc7-4c49-814a-737baf84639f | Clause:
Except as permitted herein, no Seller Party nor any Servicer shall sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Agreements), any of the Purchased Assets... | Label: Assignments |
79fb30ce-f44f-4d09-b67b-1f2ce4222e31 | Clause:
The proceeds of (a) the Initial Term Loans borrowed on the Closing Date will be used on the Closing Date to (x) pay fees and expenses in connection with the Transactions and (y) fund the Notes Redemption Collateral Account, the Founders Share Purchase Collateral Account, the Restricted Cash Collateral Account a... | Label: Use Of Proceeds |
eefcf6c4-3a06-4511-b71c-df2e833079f8 | Clause:
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment by facsimile or other electroni... | Label: Counterparts |
3df5aa93-e5d3-40ea-8160-a27deca689a3 | Clause:
Except as set forth on Schedule 4.9 , the Company shall use the net proceeds from the sale of the Securities hereunder for general corporate purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the... | Label: Use Of Proceeds |
4be181ea-4d40-4434-83aa-83edccb4cf01 | 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 given at any time to the Company, if the Closing has not been consummated on or before Decembe... | Label: Terminations |
6e964d70-1e18-44ed-a881-fd92fd3f039c | Clause:
The Company shall maintain insurance in such amounts and covering such risks as is reasonable and customary for the business for which it is engaged.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Insurances |
cdf3840d-b4fd-4f41-8be0-3a51297fda5a | Clause:
If Employee breaches any covenant set forth in Section 2 or Section 3 hereof, the term of such covenant shall be extended by the period of the duration of such breach. The covenants contained in Section 2 hereof shall be construed as a series of separate covenants, one for each country, province, state, city... | Label: Terms |
4c111950-29ed-4e98-b9c2-ccb30b2d0729 | Clause:
This Eighth Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Counterparts |
8aeaf68b-8d91-47c3-b34b-129c75f40a1d | Clause:
The validity, construction, interpretation and effect of the Plan and Grant Instruments issued under the Plan shall exclusively be governed by and determined in accordance with the law of the Commonwealth of Pennsylvania.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Governing Laws |
6dbc0e69-92b0-43b2-a7b2-5d4f64cb1c1f | Clause:
Liberty hereby represents and warrants to A/N that Liberty is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated here... | Label: Representations |
1de04b7b-c8df-47c8-add1-278ef881ebb4 | Clause:
This Agreement shall be construed, interpreted and governed by the laws of the State of New Jersey, without regard to the conflicts of law rules thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Governing Laws |
b0b254cb-f334-43fa-bc16-1619e4f83335 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execu... | Label: Confidentiality |
37e1d074-c7e3-4c03-9fb5-01310fceff70 | Clause:
(a)(i) The audited consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters... | Label: Financial Statements |
a7e1f5b5-fcf6-4189-bd69-461595f64895 | Clause:
The Borrower and each of its Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are reasonably necessary for the operation ... | Label: Intellectual Property |
8468d204-5b84-4555-b6b0-2edb141da1be | Clause:
Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of th... | Label: No Defaults |
31619e1c-670a-4bc5-a841-34ba99eddacd | Clause:
The Officer may take such weeks of vacation time as authorized by the Bank’s personnel policies and at such periods during each year as the Chief Executive Officer of the Corporation and the Officer shall determine from time to time. The Officer shall be entitled to full compensation during such vacation period... | Label: Vacations |
0252733c-3017-4377-9d99-3ded682b962a | Clause:
This Agreement shall become effective on the date hereof and shall thereupon amend and restate in full the Original Registration Rights Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Effectiveness |
aaf8df9e-db0c-4c2c-9b21-1ee7b6446458 | Clause:
Upon any taxable event arising in connection with the Bonus Units, the General Partner shall have the authority and the right to deduct or withhold (or cause to be deducted or withheld), or to require Director to remit to the General Partner or one of its Affiliates an amount sufficient to satisfy all applicabl... | Label: Tax Withholdings |
a6d4362b-7616-4238-9b2f-e1dd8cca7ac7 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her, or its rights, interests, or obligations hereunder without the prior written approval of Buyer and Seller... | Label: Assignments |
8d482f2a-0b1a-4fbe-a795-d86bed14482e | Clause:
EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH CREDIT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, ST... | Label: Waiver Of Jury Trials |
08e3566e-218b-4d4b-bcad-82142cebd839 | Clause:
Each Credit Party hereby releases, remises, acquits and forever discharges Agent and each of Lenders and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, an... | Label: Releases |
bd29b3b2-47c6-4f3d-904c-2f68ca098685 | Clause:
WES shall use the proceeds of the offering of the Purchased Common Units to fund a portion of the purchase contemplated by the Contribution Agreement or for general partnership purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Use Of Proceeds |
bbe19154-a608-45fb-920e-0e5b5307b2d1 | Clause:
Any claim or controversy arising out of, or relating to, this Agreement or its breach, shall be settled by arbitration in Palm Beach County, Florida in accordance with the governing rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court of competent jurisdict... | Label: Arbitration |
8aa01434-078e-4467-844e-5ad5af8593b2 | Clause:
Each Lender may sell participations to one or more banks or other entities (other than (x) the Borrower, MCRC and their respective Subsidiaries and Affiliates, (y) a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the benefit of, a natural Person, or (z) Defaulti... | Label: Participations |
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