id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ea3a2ae3-3435-4340-8fb7-c7bc064efbd1 | Clause:
In addition to (and not in any way in limitation of) any other terms or provisions of this Agreement or any other Loan Document or LC Document providing for the indemnification of any Issuing Bank or otherwise, each Borrower agrees to indemnify, defend and hold harmless each Issuing Bank Indemnitee (to the full... | Label: Indemnifications |
0e54d4e0-5634-40c1-b6a8-1df981057447 | Clause:
Each of the Loan Parties and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, trade secrets and copyrights that is material to the ... | Label: Intellectual Property |
f29bc45f-7caf-4819-947c-4c6ed5cd75a8 | Clause:
The Purchaser is a company, validly existing and in good standing under the laws of its jurisdiction and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Organizations |
a474c65a-5c92-4cb7-a269-68f071e321ac | Clause:
The sections headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Headings |
9cd405b5-2b5f-467c-9469-48d9e72701c2 | Clause:
The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent, the Issuing Bank or any Lender may be rescind... | Label: Amendments |
e3a0b493-9fa7-4109-852d-ad4361d3c327 | Clause:
Any Dispute arising out of or in connection with this Localization Agreement, including any question regarding its existence, validity or termination, that is not resolved by the Parties under Section 22.1 above shall be referred to and finally resolved by arbitration in Hong Kong administered by the Hong Kong ... | Label: Arbitration |
31b54ff2-f862-4f1a-ae27-c36eee72d1e5 | Clause:
If any provision of this Agreement is deemed invalid, illegal, or unenforceable, that provision will be modified so as to make it valid, legal, and enforceable, or if it cannot be so modified, it will be stricken from this Agreement, and the validity, legality, and enforceability of the remainder of the Agreeme... | Label: Severability |
2a23e8aa-ca5e-4a3d-a8d9-8172e02278e7 | Clause:
This Agreement and the Plan contain the entire understanding and agreement of the Company and the Optionee concerning the subject matter hereof, and supersede all earlier negotiations and understandings, written or oral, between the parties with respect thereto.
Task: Classify this clause into ONE of these typ... | Label: Entire Agreements |
612b3938-c529-4d9d-bd8e-4f286715241d | Clause:
From time to time, each of the Parties shall execute, acknowledge, and deliver any instruments or documents necessary to carry out the purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Further Assurances |
4b545dbe-b4f0-421b-8730-559226b80ee7 | Clause:
During the first four months of Executive’s employment with the Company, Executive shall be paid a base salary (“Base Salary”) of $20,833 per month (or $250,000 on an annualized basis), subject to applicable withholding, in accordance with the Company’s normal payroll procedures. Effective January 1, 2013, Exec... | Label: Base Salary |
1221fec6-374c-4b2e-889f-b1ad700a645a | Clause:
The Consultant shall provide such consulting services relating to the performance goals agreed by the Company and the Consultant. The Consultant will be able to provide such services remotely and to the extent not conflicting with Consultant’s other obligations, provided that the Consultant will be available fr... | Label: Duties |
2d7dc1fe-764f-4d6a-9af5-f797f31939f6 | Clause:
The Overriding Royalty shall be free and clear of (and without deduction therefrom of) any and all royalties, overriding royalties, other production payments, and other burdens on production and shall bear no part of the same; the WI Owner shall be burdened with and shall timely pay, all such royalties, overrid... | Label: Taxes |
04d84cf2-e16b-424c-84a6-b7f86fa0be36 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the Holder and its respective successors and assigns. A Holder may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities b... | Label: Assignments |
425cecd0-abc2-4f9a-827c-330a219fe162 | Clause:
Munzee has delivered to Buyer the following unaudited financial statements prior to the Closing (the “Munzee Financial Statements”): the unaudited statement of operations and balance sheet of Munzee for the calendar years ended December 31, 2016, December 31, 2015 and December 31, 2014. Except as stated therein... | Label: Financial Statements |
ed81c637-9c55-4f80-8296-39f7511180c1 | Clause:
The Company will use the proceeds from the sale of the Securities for general corporate purposes, but not, directly or indirectly, for (i) except as set forth on Schedule 4(g) , the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of... | Label: Use Of Proceeds |
93d2a1a7-80d7-47fd-9891-dad12ba6c1df | Clause:
The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby ... | Label: Applicable Laws |
710b133e-d468-4c8b-bc89-65c596b9ada1 | Clause:
Employee shall be eligible to take up to four (4) weeks paid vacation each complete calendar year (an aggregate of two (2) weeks (which equals 10 days) of which may be carried forward to succeeding calendar years), which shall accrue and be taken, and which may increase, in accordance with the Company’s vacatio... | Label: Vacations |
874ef65f-a6c3-4246-b07c-5c6810d8c70f | Clause:
If any portion or provision of this Agreement shall to any extent be declared unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall ... | Label: Severability |
45e89bd6-d70e-4fc7-801c-68354f568dc4 | Clause:
Each of the parties to this Agreement hereby agrees to waive its respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to th... | Label: Waiver Of Jury Trials |
2ef8a641-77a8-4572-a3fa-faf68192ba7e | Clause:
The failure of Indemnitee to insist upon strict compliance with any of the terms hereof shall not be considered to be a waiver of any of such terms nor shall it militate against the right of Indemnitee to insist upon strict compliance herewith at any time thereafter.
Task: Classify this clause into ONE of thes... | Label: No Waivers |
34e81949-a2fc-4fc8-a93b-ef40640dd168 | Clause:
Executive’s employment shall be terminated at the earliest to occur of (i) the date on which the Governing Body delivers written notice that Executive is being terminated as a result of a Disability (as defined below), or (ii) the date of Executive’s death. In addition, Executive’s employment with the Company m... | Label: Terminations |
8eca23b5-f502-46ac-bfc5-95899d1f7cf1 | Clause:
Each of the Loan Parties and the other Restricted Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, software, know-how database rights, design rights and other intellectual property rights (coll... | Label: Intellectual Property |
f40782a5-72d5-4d26-a4fe-2967f3a7cb60 | Clause:
This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Company by a writing which specifically states that it is amending this A... | Label: Amendments |
0ea36bfa-d000-41e5-8cb8-654efd062f06 | Clause:
FOR AND IN CONSIDERATION OF PFG'S AGREEMENTS CONTAINED HEREIN, BORROWER, TOGETHER WITH ITS, SUCCESSORS AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, "RELEASORS") HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER WAIVES AND DISCHARGES PFG AND EACH OF ITS RESPECTIVE PARENTS, DIVISIONS, SUBSIDIARIES, AFFILIATES,... | Label: Releases |
b24511d0-aa22-4cb1-b295-c17ea9cd851e | Clause:
The Company agrees to pay the Warrant Agent reasonable remuneration in an amount separately agreed to between Company and Warrant Agent for its services as Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures (including reasonable counsel fees and expenses) that the Warr... | Label: Fees |
0221f83a-b7af-4982-b475-bf8a8aaf11a6 | Clause:
Any provision of this Award Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Amendments |
9700df6f-d0a2-469b-a5b5-16c78e53b111 | Clause:
The provisions of this Section 5 shall survive the Closing or termination of this Agreement for any cause.
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: Survival |
bea0df21-9430-4194-9b2b-5d5d893feb48 | Clause:
The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including but not ... | Label: Compliance With Laws |
0693e2db-2a4f-4a11-8c86-ef2001de82d9 | Clause:
To the extent any reimbursements or in-kind benefits due to a Participant under this Plan constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to a Participant in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Accordingly,... | Label: Benefits |
39e3bb01-2afb-4dc1-9cb5-6a144a82236e | Clause:
Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give or serve upon any other party ... | Label: Notices |
0c3281bd-4090-4698-be74-a9638eeed1da | Clause:
Each Obligor and its Subsidiaries have timely filed or caused to be filed all income, franchise and other material tax returns and reports required to have been filed and have paid or caused to be paid all income, franchise and other material Taxes required to have been paid by them, except to the extent being ... | Label: Taxes |
f883ef47-56f1-45e9-90b4-a7de3b869179 | Clause:
The representations and warranties contained herein shall survive the closing of the sale and purchase transactions contemplated hereby and the delivery of the Shares for a period of six months from such closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Survival |
4daf4aa3-66da-4e69-a8a9-cbe9df843976 | Clause:
This Agreement may be signed in counterparts, including counterparts signed by facsimile. Each counterpart shall constitute an original document and the counterparts, taken together, shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Counterparts |
1a19b3e8-554b-48b0-8357-d3e62d206f40 | Clause:
Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement that cannot be mutually resolved by the Executive and the Company, including any dispute as to the calculation of the Executive’s Benefits, Base Salary, Bonus Amount or any Severance Payment hereunder, shall be... | Label: Arbitration |
e57a77ab-01eb-45c5-ac98-b6276c59a747 | Clause:
The Company will cause the withholding from any payments or benefits under this Agreement all applicable U.S. federal, state, local and non-U.S. taxes required to be withheld and any other required payroll deductions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Withholdings |
57653ffb-54a0-440b-87fc-987fb6eb695b | Clause:
This Assignment and Assumption Agreement may be executed in any number of counterparts, each of which shall be an original, and all of such counterparts shall constitute one and the same Assignment and Assumption Agreement, binding on all parties notwithstanding that all of the parties are not signatories to th... | Label: Counterparts |
5feb20ad-ab28-4c29-b7dd-ddecf7254b72 | Clause:
This Trademark Security Agreement shall be construed in accordance with and governed by the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Governing Laws |
ef479c07-a581-41bd-8226-59a495c08f24 | Clause:
Each party shall do and perform , or cause to be done and performed, all such further acts and things , and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this... | Label: Further Assurances |
322f7b35-afcc-42b8-b7cb-f27c67327b04 | Clause:
Other than pursuant to this Agreement or expressly disclosed on Schedule 3.1(w) or any other schedule or exhibit hereto or in the SEC Reports, the Company is not directly and/or indirectly a party to, or bound by any: (i) contract, arrangements, commitment or understanding which involves aggregate payments or r... | Label: Agreements |
f03e6d43-5afc-49c2-98ac-5126336f1a23 | Clause:
From the Drawdown Date until the Total Commitments have terminated and all amounts payable hereunder have been paid in full, the Borrower undertakes with each Creditor Party to comply or cause compliance with the following provisions of this Clause 19 except as the Agent, with the consent of the Lenders, may ap... | Label: General |
e2954758-caca-4280-a7f8-6904e6bfd1d0 | Clause:
Grantor, upon the request of Trustee, will execute, acknowledge, deliver and record and/or file such further instruments, in a form reasonably acceptable to Grantor, and do such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of this Deed of Trust.
Task: Classify... | Label: Further Assurances |
03658c40-9c34-43fd-9267-07a329ac0968 | Clause:
As soon as administratively practicable on or after the Termination Date, the Company will pay Executive all accrued but unpaid base salary and all accrued and unused vacation earned through the Termination Date, subject to standard payroll deductions and withholdings. The Company will also reimburse Executive ... | Label: Expenses |
bf8967ae-052c-4de6-9bd5-d6bda49b83f0 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
c4d1ecf4-8bfa-4170-841b-c8c15597c3d2 | Clause:
The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of Buyer does not and will not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment, conflict with or result in the breach of any material terms or prov... | Label: No Conflicts |
f6dda309-6fb2-48b0-997f-5a04a0dc2886 | Clause:
In the event of the Executive’s death during the Term, the Executive’s employment shall immediately and automatically terminate. In such event, the Company shall pay any Final Compensation (as defined below) to the Executive’s designated beneficiary or, if no beneficiary has been designated by the Executive in ... | Label: Death |
113b32af-e35e-4529-be82-25be65016c82 | Clause:
Should Seller seek to enforce any claims against the Guarantor arising from or out of this Guaranty in any Action pursued in courts of competent jurisdiction, then the non-prevailing party in any such Action pursued in courts of competent jurisdiction shall pay to the prevailing party all reasonable costs and e... | Label: Expenses |
1c49b42b-df83-480a-aac1-e6a02fb4b033 | Clause:
THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY THE LENDER PARTIES AND ACCEPTED BY THE BORROWERS IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP T... | Label: Governing Laws |
944f5226-d3a7-4e2c-a508-3ff180e25754 | Clause:
This Agreement may be amended only by written agreement of Executive and the Company.
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... | Label: Amendments |
1c7a1759-32da-4883-b868-900d7b43a3e3 | Clause:
Subject to the terms of the Plan and this Agreement, the Restricted Stock held by Participant shall become fully vested and nonforfeitable as to 1/3 of the shares of Restricted Stock on a cumulative basis, on each of the first, second, and third anniversaries of the Restricted Stock Award Date.
Task: Classify ... | Label: Vesting |
8b2b0fbb-92f2-4e3f-8dc4-ab9cfe575587 | Clause:
This Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms.
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: Binding Effects |
ffd6f113-ef25-42cc-8290-57d7f6db98e9 | Clause:
This Agreement and the Notes represent the agreement of Mondelēz, the other Borrowers, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, Mondelēz, the other Borrowers or any Lend... | Label: Integration |
6a211bc2-ed78-4e55-afcb-3b03c9295b22 | Clause:
This Agreement shall become effective when it shall have been executed by the Borrower, Holdings and the Administrative Agent and the Administrative Agent shall have been notified by each Lender that each such Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, ... | Label: Binding Effects |
4e85b627-da6d-4c79-9616-15669295cc62 | Clause:
The representations, warranties, covenants and agreements made herein shall survive the closing of the transaction contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transacti... | Label: Survival |
8b11ae6d-b5bc-4423-8042-168d83f506d0 | Clause:
This Non-Employee Director Equity Compensation Policy (the “ Policy ”) is adopted by the Board of Directors (the “ Board ”) in accordance with Section 12.1 of the Calix, Inc. 2010 Equity Incentive Award Plan (as amended from time to time, the “ Plan ”). Capitalized but undefined terms used herein shall have the... | Label: General |
03653d69-d4d7-494f-9381-8670e4e910b9 | Clause:
This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, unde... | Label: Entire Agreements |
f4d6992d-daf0-4c80-b7cf-8912183cdac8 | Clause:
This Agreement may not be modified or amended, except by an agreement in writing signed by the Parties. The Parties may waive any of the conditions contained herein or any of the obligations of the other Party hereunder, but any such waiver shall be effective only if in writing and signed by the Party waiving s... | Label: Amendments |
fb6c61a0-763b-4762-befc-f100a478c772 | Clause:
Except as otherwise provided by the Plan, the Company may only alter, amend or terminate the Award with your consent.
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: Amendments |
1b15cabd-a805-420e-a6a6-ab87c2a2c41d | Clause:
Notwithstanding the foregoing, in the event the Bank or the Company has entered into an agreement to effect a transaction that would be considered a Change in Control as defined under Section 5 hereof, the term of this Agreement shall be extended automatically so that it is scheduled to expire no less than thre... | Label: Change In Control |
e1dd6adb-c78e-42ce-84a6-43640b746d25 | Clause:
If one or more of the provisions of this Award shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and ... | Label: Severability |
876cde73-a9b7-46fe-8522-16db16b8b530 | Clause:
Neither you nor any person claiming under or through you shall have any right or interest, whether vested or otherwise, in the Plan or the Award, unless and until all of the terms, conditions and provisions of the Plan and this Agreement shall have been complied with. In addition, neither the adoption of the Pl... | Label: Miscellaneous |
6fd8b5dd-2049-4839-89ab-70e615724f8d | Clause:
With the exception of the Accrued Obligations, the obligation of the Company to pay any portion of the amounts due pursuant to Section 5(c) of this Agreement is expressly conditioned on Executive’s (i) execution and non-revocation of a release substantially in the form attached as Exhibit A (the “ Release ”), w... | Label: Releases |
9e17ecd6-391f-4a1b-a302-78a8fde0f5bf | Clause:
The Company has offered you employment as Chief Operating Officer of Loton, and you accept such employment, subject to the terms and conditions of this Agreement. You understand that during the Term of this Agreement, the Company shall have the discretion to make reasonable changes to your title in a manner com... | Label: Employment |
61046c54-30d4-4ce6-8387-4eb5813c81c7 | Clause:
Capitalized terms used but not defined in this Agreement have the meanings assigned thereto in the Credit Agreement. The provisions of Section 1.02 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis . This Agreement shall be a “Refinancing Amendment” for all purposes of the Cr... | Label: Definitions |
2009376a-ea64-4450-bc25-75f6e592c039 | Clause:
Each party hereto agrees to consult with the other parties hereto before issuing or making, and to provide each other reasonable prior opportunity to review, comment upon and concur with, and use all reasonable efforts to agree on, any press release, public statement or disclosure with respect to this Agreement... | Label: Publicity |
d6764a8b-454f-46fb-a6d5-2c606e3d3869 | Clause:
All covenants, agreements, representations and warranties made by the Borrower herein or in any other Loan Document and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties... | Label: Survival |
f4bfb094-66b4-4072-b736-088b14785bd1 | Clause:
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at th... | Label: Notices |
4778a597-f697-43e7-b683-83e9529283ce | Clause:
On or prior to the Closing Date, subject to the terms and conditions hereof, the Purchasers will deliver the full amount of the Purchase Price subscribed for in cash by wire transfer of immediately available funds to the Escrow Account established pursuant to the Escrow Agreement, substantially in the form of E... | Label: Payments |
f464b708-2a2a-4d82-8af2-9365fb26bfaa | Clause:
The Company and you agree to execute and deliver any and all other documents and instruments and to take any and all other actions that the other party may reasonably request from time to time to effectuate the intent and purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly o... | Label: Further Assurances |
2d777101-7333-4cf3-aa33-53df3353b593 | Clause:
Company confirms that neither it nor any other person or entity acting on its behalf has provided Holders or their counsel with any information that constitutes or might constitute material, nonpublic information. The Company will disclose the material terms of this Consent and the transactions contemplated her... | Label: Disclosures |
d60ed804-84b2-45af-a16a-ae0c3fcba78b | Clause:
In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affecting or impaired thereby and the parties will attempt to agree upon a valid and enfor... | Label: Severability |
b576a7f4-e69b-4d82-967b-18ae9711c515 | Clause:
Within sixty (60) days of registering any Copyright, Patent or Trademark, it shall provide the Collateral Agent with notification thereof. Thereafter, it shall execute and deliver to the Collateral Agent, in form and substance reasonably acceptable to the Collateral Agent and suitable for filing, with respect t... | Label: Intellectual Property |
007097ec-6278-434c-8bf1-b313ad65df42 | 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 (which, for purposes of this Section 10.6 , shall include any Cash Management Bank and any Qualified Counterparty, except that neither the Borrower n... | Label: Successors |
ff2c0ecd-697a-49fd-a84f-ddc74b484999 | Clause:
This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of law rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Governing Laws |
43e17417-ca65-4378-bda7-9dd9a9464bea | Clause:
The provisions of Section 8.16 of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Counterparts |
8d0b18ab-3ae2-4f33-85c4-710c9196460e | Clause:
You are eligible to participate in regular health insurance, bonus and other employee benefit plans established by the Company for its employees and executives from time to time. Notwithstanding the Company’s formal travel policy, you may elect to travel business class, or if business class is not available, fi... | Label: Benefits |
1f50ae32-ee6f-4fa7-84c2-35c3e243ff03 | Clause:
This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart hereof by facsimile or email transmission shall be... | Label: Counterparts |
fff2f4e8-9704-4acd-9a5f-02c531651cff | Clause:
(a) Each Lender severally agrees to indemnify the Agent (to the extent not reimbursed by the Company) from and against such Lender’s pro rata share (determined as provided below) of any and all liabilities, obligations, losses, damages, actions, judgments, suits, costs, expenses or disbursements of any kind or ... | Label: Indemnifications |
2e438a2d-195d-4f44-a552-920ef72c2367 | Clause:
All notices, requests and demands pursuant hereto shall be made in accordance with Section 14.2 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 14.2 of the Credit Agreement.
Task: Clas... | Label: Notices |
93d3dfbc-46ec-4921-a2e4-49eb2288064a | Clause:
The execution, delivery and performance of the Loan Documents by each Loan Party party thereto (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been (or, in the case of filings relating to the consummation of ... | Label: No Conflicts |
fa192da4-d0f9-48ba-8c2d-bb7f86982205 | Clause:
No Grantor has any Material Contracts, agreements or licenses which are non-assignable by their terms, or as a matter of law, or which prevent the granting of a security interest therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Agreements |
4a094a3e-317f-4915-952e-60eb499b8ab9 | Clause:
Purchaser is, or as of the Closing will be, qualified under all applicable Laws to own the Assets.
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: Qualifications |
0536727f-c638-497a-9c4a-cf69ad2a3f39 | Clause:
This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agree... | Label: Entire Agreements |
1e0a6722-5dee-47db-a6d2-cc2567b05189 | Clause:
Buyer and Seller agree that prior to the Closing Date, Buyer and Seller shall not disclose the terms of this Contract to any third party. Notwithstanding the foregoing, Buyer may provide copies of this Contract or may disclose the terms and conditions of this Contract to Buyer’s attorneys, accountants, and such... | Label: Confidentiality |
9d6e7969-fcd5-496a-b071-bb3c9ba16c72 | Clause:
To the best of its knowledge, PRIVCO has complied with all applicable statutes and regulations, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of PRIVCO or except to the extent that noncompliance would not result in th... | Label: Compliance With Laws |
530e174c-89ca-49e9-bb6f-76f2cb46dea0 | Clause:
This Agreement may be executed in any number of counterparts or counterpart signature pages (by facsimile transmission or otherwise), each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.
Task: Classify this clause into ONE of ... | Label: Counterparts |
888375ac-2bee-45ae-9194-42271fbe5b4d | Clause:
Ford Credit made representations and warranties about the Leases and Leased Vehicles in the 2017-B Reference Pool in Section 3.3 of the Exchange Note Purchase Agreement, and has consented to the sale by the Depositor to the Issuer of the Depositor’s rights to these representations and warranties. Under Section... | Label: Representations |
f4f7758a-c6e2-4a51-8aae-ac8eb24e4632 | Clause:
This Agreement, the First Lien Loan Documents and the Second Lien Note Documents represent the entire agreement of the Grantors, the First Lien Secured Parties and the Second Lien Secured Parties with respect to the subject matter hereof and thereof, and supersede any and all previous agreements and understandi... | Label: Integration |
94c9073b-83d2-408e-8da6-42c8ec835ce6 | Clause:
The Seller and the Member shall not issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written consent of Buyer. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent any party, after notification to the other par... | Label: Publicity |
8090e829-1e46-45d3-b5d0-0ac37e1bc9f6 | Clause:
Such Guarantor, (a) (i) in the case of Ashland, is a limited liability company validly existing and in good standing under the laws of the Commonwealth of Kentucky or, (ii) in the case of Ashland Global, is a corporation validly existing and in good standing under the laws of the State of Delaware; (b) has all ... | Label: Powers |
e446688c-ad43-4170-ab7f-5a59f9255ab6 | Clause:
The Exchange shall occur remotely via the exchange of signatures on such later date as determined by the Company (the “ Closing ”). The Holder understands that this Agreement is not binding on the Company until the Company accepts it, which acceptance is in the Company’s sole discretion, by executing this Agree... | Label: Closings |
6bab8556-b231-46a3-ae77-47c361afcbde | Clause:
Without limiting the generality of Section 4.2(a ) , the representations and warranties contained in Section 3 shall be true and correct on and as of the date of the making of such advance with the same effect as if made on and as of such date.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Representations |
3811ea78-87ec-44c2-800e-6962c81b370c | Clause:
In the course of Employee’s employment with the Company and the performance of Employee’s duties on behalf of the NRP Group hereunder, Employee will be provided with, and will have access to, Confidential Information (as defined below). As a condition of Employee’s receipt and access to such Confidential Inform... | Label: Confidentiality |
69f0b7f2-c097-449c-ac53-caf4d73affd6 | Clause:
This Agreement may be executed in counterparts (including by electronic means), each of which shall be considered one and the same agreement and this Agreement shall become effective when a counterpart signed by each party shall be delivered to the other party, it being understood that both parties need not sig... | Label: Counterparts |
f3314918-a4c8-4bfa-bed6-ed4ca876cea9 | Clause:
The Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors, permitted assigns, heirs and personal representatives and estates, as the case may be. Neither this Agreement nor any right or obligation hereunder of any party may be assigned or dele... | Label: Successors |
e14ee843-065d-4a04-a114-1d83e9f7a63a | Clause:
This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, without regard to principles of conflict of Laws thereunder other than New York General Obligations Law Section 5-1401.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Governing Laws |
848bb6cf-834c-4bb5-b42c-80fb401ba186 | Clause:
Any provisions of this Agreement may be waived at any time by the party that is entitled to the benefits thereof. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or f... | Label: Waivers |
bbad9cc2-4c65-401a-95ad-1fc81d1aa3ed | Clause:
Failure to enforce any provision of this Agreement shall not constitute a waiver of any term or condition hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: No Waivers |
d0952f46-8751-414d-b203-12b74f1fd1bc | Clause:
This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Maryland without regard to conflict of law principles of such state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Governing Laws |
bad8b39f-01b5-485e-9236-4c560bfb747f | Clause:
This Agreement shall terminate upon the earliest to occur of (a) the Effective Time, and (b) the date on which the Merger Agreement is terminated in accordance with its terms. Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement.
Task: Classify thi... | Label: Terminations |
abdf64f9-a644-426f-80a3-1ac6b0e7114d | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Grantee shall be addressed to Grantee at Grantee’s last address reflected on the Company’s records. B... | Label: Notices |
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