id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
77db8b49-a8a0-4a41-8ff0-dff43354ba06 | Clause:
This Security Agreement and the other Loan Documents embody the entire agreement and understanding between the Borrower and the Lender relating to the Collateral and supersedes all prior agreements and understandings between the Borrower and the Lender relating to the Collateral.
Task: Classify this clause int... | Label: Entire Agreements |
2bd8cd9b-8a32-421b-b8c9-96f18f245d3f | Clause:
The business of the Company has been operated in compliance with all Legal Requirements, including all laws, ordinances, rules, regulations and orders of all Governmental Authorities and the NYSE MKT LLC, except where such failure would not have a Material Adverse Effect on the Company or its business. The Comp... | Label: Compliance With Laws |
31c57377-e1f9-4204-b007-b205585b9aae | Clause:
The Purchaser has all requisite power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Powers |
8121974e-b9a5-4ad9-b385-848e7dff6008 | Clause:
To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section 2.05 ), the applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arra... | Label: Amendments |
bb72c19d-2418-4dad-8a40-098ceaca5f17 | Clause:
(i) There will be no cure period available for the Event of Default as defined in Section 8(d) and 8(e); (ii) upon the occurrence of an Event of Default as defined above, and provided such Event of Default as defined in Section 8(a) through 8(c), and Section 8(f) through 8(k), has not been cured by the Company ... | Label: Remedies |
90080536-298d-46a2-a7d2-d09ac81594c3 | Clause:
This Agreement shall be binding upon the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives, the Second Priority Debt Parties, each Borrower, the other Grantors party hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exa... | Label: Assigns |
ddd61b9c-dde1-41e9-a62e-994b4c5ebae7 | Clause:
The Administrator may accelerate the vesting of all or a portion of the RSUs in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this... | Label: Adjustments |
60986e6a-d228-4a57-a90a-8ceeb42ead05 | Clause:
The titles of the paragraphs and subparagraphs of this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Titles |
fd7143e7-ee02-46c9-a618-94c4e0ec031c | Clause:
Except to the extent superseded or preempted by federal U.S. law, the rights and obligations of the parties and the terms of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Wisconsin, but without regard to the State of Wisconsin’s conflict of laws rules. Th... | Label: Jurisdictions |
c57c7a1b-9bd2-4711-80c7-c6f78a36d25c | Clause:
Any Lender may at any time, without the consent of, or notice to, the 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 Lende... | Label: Participations |
b04701d8-6c94-4653-98e8-f58ea4cbfac3 | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of... | Label: Counterparts |
7fbb10f4-0ca6-4f79-93fa-99b764a65dca | Clause:
The Executive’s employment hereunder shall terminate upon his/her death.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Bene... | Label: Death |
0f1a480c-7b3e-4048-b9fd-9413156a5558 | Clause:
The Key Stockholder has all requisite power and authority and the legal capacity to enter into this Agreement and to perform all of the Key Stockholder’s obligations under this Agreement. The execution and delivery by the Key Stockholder of this Agreement and the performance by the Key Stockholder of his obliga... | Label: Powers |
1311fd60-6386-48c3-a2ee-4cc867f4ace4 | Clause:
The Administrative Committee shall keep all individual and group records relating to Participants and former Participants and all other records necessary for the proper operation of the Plan. Such records shall be made available to the Company and its Affiliates and to each Participant for examination during bu... | Label: Records |
1f718f90-89a9-41b7-bd4d-cba1cbcf2861 | Clause:
Except (i) as set forth in Section 2.19 of the Disclosure Schedules and (ii) for Benefit Plans set forth in Section 2.18(a)(i) of the Disclosure Schedules, none of the Company, any Affiliate of the Company, or the Members (or any Affiliate of the Members (including any portfolio company (as such term is commonl... | Label: Transactions With Affiliates |
3a67e42e-2806-4578-9a68-1a85de485c9b | Clause:
On the date of each Borrowing hereunder and the issuance of each Letter of Credit, the Borrowers shall be in compliance with all of the terms and provisions set forth herein and in the other Loan Documents to be observed or performed and no Default or Event of Default shall have occurred and be continuing.
Tas... | Label: No Defaults |
59e2d81d-88b6-4c12-909e-8ec8f2bf073f | Clause:
This Amendment may be executed in counterparts (and by different parties hereto in 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 counterpart of a signature page to this Amendment by telecopier... | Label: Counterparts |
e8e84fdc-d813-4d35-b4ec-63ee8fdcd447 | Clause:
This Agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Parties hereto; provided, that no such written consent shall be required (a) for any disclosure of the existence or terms of this Agreement to the parties to the Transaction Agreem... | Label: Confidentiality |
1a7e2f8f-49ce-4a0f-9266-b2e5bcd3be21 | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and... | Label: Litigations |
c7c8ee83-cc20-40e5-987b-12e24d16a466 | Clause:
At no time during the Post-Termination Period shall you, directly or indirectly, disparage the Company Group or any of the Company Group’s past or present employees, directors, products or services. At no time during the Post-Termination Period shall any directors or executive officers of the Company Group, di... | Label: Non-Disparagement |
38ebc743-3a69-4338-ad2a-1c1f5afdbfe6 | Clause:
ISSUER SHALL HAVE NO DUTY TO EXERCISE ANY RIGHT HEREUNDER OR WITH RESPECT TO ANY PROPERTY, AND ISSUER SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR DELAY IN DOING SO. NONE OF ISSUER'S OPTIONS, POWERS OR RIGHTS IN CONNECTION WITH THE CREDIT OR THIS AGREEMENT SHALL BE WAIVED UNLESS ISSUER OR ISSUER'S AUTHORIZED... | Label: No Waivers |
251987e7-8a9e-4896-b38e-a4553465ce2a | Clause:
To the extent required by applicable federal, state, local, or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Com... | Label: General |
3f36ea81-5911-476f-bb6c-955b42ccdb4b | Clause:
The representations and warranties contained in Article VII shall be true and correct in all material respects on and as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made on and as of such date, except for any representation and warranty expressly made only ... | Label: Warranties |
86aad3e8-69db-4c9b-8294-9f009d6cf69d | Clause:
Customer shall pay Broker (a) applicable brokerage, commission and other charges on any transaction executed by Broker on Customer’s behalf in effect from time to time; (b) any charges imposed on such transaction by the exchange or clearing house through which it is executed, any other transaction fees, and a... | Label: Fees |
d84e17f5-814d-4e79-acbe-493d95556159 | Clause:
The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or such Affiliate, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect... | Label: Withholdings |
b13b9a31-2281-4854-ae2b-ceea39bec25e | Clause:
Borrower has delivered to Lender copies of all insurance policies or certificates of insurance of Borrower evidencing liability and casualty insurance meeting the requirements set forth in the Credit Documents, including, without limitation, those naming Lender as loss payee (as to property and casualty coverag... | Label: Insurances |
5fbadef4-dbed-419a-9d7b-50df3ba545f0 | Clause:
Limit . The benefit limitations of this Part Five shall be applicable in the event Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Benefits |
26ea7114-7bca-45b0-991a-31b7415a9328 | Clause:
Borrowers will not use the proceeds of any Loan made hereunder for any purpose other than (a) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, (b) to finance ongoing working capital needs of the Borro... | Label: Use Of Proceeds |
1eb0f8ed-261f-4550-8524-fd034ee2d198 | Clause:
This Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, except as the enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect affect... | Label: Enforceability |
28d49b52-9e58-444c-ab05-070389ed4bc6 | Clause:
The Company shall make mandatory principal prepayments of the Incremental Term-1 Loan in the manner set forth in clause (iv) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from (A) any sale or other disposition of assets of the Company or any of its Subsidiaries pursuant... | Label: Insurances |
ff5e476e-03b3-4129-8855-ff3d29ce236a | Clause:
In connection with any Sale Transaction, severance or other transaction permitted pursuant to this Agreement, including Sections 9.1 and 9.4 , the Borrower Parties shall pay their own expenses (including legal fees) incurred in connection therewith, including with respect to executing any documentation or provi... | Label: Expenses |
bc98f3be-6a83-4c6a-a16b-01f289cb1afc | Clause:
The Administrator may accelerate the vesting of all or a portion of the RSUs in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in thi... | Label: Adjustments |
3c3c40c8-c09f-41f2-bc42-53496768f2f8 | Clause:
This Agreement and related Riders shall be interpreted under and performance shall be governed by the laws of the State of Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Governing Laws |
d05c01e8-ef46-4ec3-918b-d563b960be69 | Clause:
All notices, requests and demands which any party is required or may desire to give to any other party under any provision of this Sublease Agreement must be in writing delivered to each party at the address set forth hereinabove, or to such other address as any party may designate by written notice to all othe... | Label: Notices |
050c77af-97cb-4290-85da-839c61996f3d | Clause:
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party, except to an affiliate of the Subscriber.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Assignments |
09624eb1-edd6-4809-81b7-20400fd77188 | Clause:
This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as rights to ind... | Label: Enforcements |
c37f394b-0934-4b39-97d8-13257bd388fe | Clause:
Each of the representations and warranties made by any Credit Party in or pursuant to the Credit Agreement and the Other Documents are true and correct in all material respects (or, if such representation and warranty is, by its terms, limited by materiality (including a Material Adverse Effect), then such repr... | Label: Warranties |
6113984f-956a-4362-b7d0-a41a9b7c5831 | Clause:
Notwithstanding any provision of the Plan to the contrary and in order to satisfy the requirements of sections 401(a)(37) and 414(u) of the Code with respect to a Participant’s qualified military service, the following provisions of this Section 18.3 shall apply.
Task: Classify this clause into ONE of these ty... | Label: Benefits |
13cbdeb2-4af2-4627-8acf-405ce647f452 | Clause:
Each U.S. Borrower agrees to indemnify each U.S. Facility Lender in respect of Extensions of Credit made, or requested to be made, to the U.S. Borrowers, and each Canadian Borrower agrees to indemnify each Canadian Facility Lender in respect of Extensions of Credit made, or requested to be made, to the Canadian... | Label: Indemnity |
156f2c79-31f1-4669-9e7f-8a926ab23bf0 | Clause:
The validity and construction of this Agreement or any of its provisions shall be determined under the internal laws of the Commonwealth of Pennsylvania, without giving effect to its conflicts of laws provisions, and without regard to its place of execution or its place of performance. The parties irrevocably c... | Label: Governing Laws |
413cdc44-5386-4725-ba08-ddbbff5a1b10 | Clause:
If any provision of this Loan Agreement shall be held or deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent whatever.
Task: Classify this c... | Label: Severability |
18b4dfff-9b3b-44da-8078-09e079e05ad0 | Clause:
The Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings, both written and oral, with respect to the subject matter hereof.
Task: Classify this clause into O... | Label: Entire Agreements |
284de318-2533-475a-9ae5-a45ddd83c7e2 | Clause:
Buyer shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to Seller such amounts as may be required to be deducted or withheld therefrom under Applicable Law; provided that Buyer shall notify Seller of its determination to withhold prior to... | Label: Withholdings |
d2f1f60f-d66e-4879-9196-8451f65dc51e | Clause:
Parent hereby, for itself and all of its direct and indirect Affiliates, Subsidiaries and its and their respective past, present and future successors, assigns, heirs, equity holders, partners, members, officers, directors, managers, representatives, attorneys, employees, agents and any other persons or entitie... | Label: Releases |
8a185d6a-83e2-440e-9457-e7399d0ab70a | Clause:
Capitalized terms not otherwise defined herein shall have the respective meanings given such terms in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Definitions |
d0806875-be17-4ce6-8fdb-87c245a812b4 | Clause:
Upon the expiration or termination of this Agreement for any reason, all rights and obligations of the Parties under this Agreement shall terminate. Notwithstanding any provision herein to the contrary, the rights and obligations of the Parties set forth in ARTICLE 1 (to the extent necessary to give effect to t... | Label: Survival |
d6dca783-738d-4c6a-bab7-a0e0f8da9661 | Clause:
All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any ... | Label: Governing Laws |
b5467425-18ea-43fc-8707-79d5b237e59f | Clause:
Article 1 , this Article 4 , Section 11.8 , Article 12 , Article 13 , Article 15 , Article 16 , Article 17 and Article 18 shall survive termination or expiration of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Survival |
a8d518e9-8f81-4626-baef-0e1ba32fe042 | Clause:
This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Governing Laws |
57f98e39-bc09-42d9-8a2e-14006f93de02 | Clause:
Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in each case in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05 , (A) from time to time on any Business Day during the period from the Closing Date to the fifth Business Day prior to t... | Label: General |
d4227974-d17d-4cc0-9aa5-bed26e6f708b | Clause:
If the employment of the Employee terminates following a Change in Control prior to the Maturity Date for any reason not described in Sections 9(b) through (e), the Employee will forfeit the unvested Award, as converted pursuant to Section 9(a).
Task: Classify this clause into ONE of these types (exactly one l... | Label: Forfeitures |
0a0bdf48-87bc-4722-b843-4303dd04a4de | Clause:
The Company and/or the Employer shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold federal, state or local income or other taxes incurred by reason of payments pursuant to the Plan. In lieu thereof, the Company and/or the Employer... | Label: Withholdings |
5d895081-ccf2-468b-b32f-820ddf66a057 | Clause:
All media releases, public announcements and public disclosures by any Party or its respective employees or agents, relating to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby or the name of the Transferor, the Trust, the Administrative Agent or the Lenders, ... | Label: Publicity |
cbf99691-1564-421d-b8bb-04ee72971692 | Clause:
All notices, claims, demands and other communications hereunder shall be in writing, shall be delivered to each party at its respective address set forth in the Merger Agreement and shall be deemed given (i) when received if given by person, (ii) on the date of electronic confirmation of receipt if sent by fac... | Label: Notices |
b7bb18cf-aa98-425b-b4c3-bb5d1bd1feef | Clause:
All notices required or permitted hereunder shall be in writing and shall be served on the parties at the addresses set forth in Section 1.3 . Any such notices shall, unless otherwise provided herein, be given or served (a) by depositing the same in the United States mail, postage paid, certified and addressed ... | Label: Notices |
ea1570ac-050f-4c59-8bc6-501a10700343 | Clause:
This Agreement may not be amended, directly or indirectly (including by reason of a merger between either the Partnership or the REIT and another entity) except by a written instrument signed by the REIT, the Partnership, and the Protected Partner to be subject to such amendment.
Task: Classify this clause int... | Label: Amendments |
99e4100b-7cdd-40c4-85ab-a5a0f11793fc | Clause:
Regardless of any action the Company or your Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and... | Label: Tax Withholdings |
283eee13-9fee-494b-919e-4172b0220176 | Clause:
BORROWER IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR T... | Label: Waiver Of Jury Trials |
41cc2a80-53cb-4262-8b71-f4d92dc49ca4 | Clause:
The Borrower has, and has caused all of its Subsidiaries to have, (a) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts and against such risk (including, without limitation, ... | Label: Insurances |
4ea03713-d384-4747-b609-d45bb35ca3ed | Clause:
Any claim or dispute, whether in contract, tort, statute or otherwise (including the interpretation and scope of this Arbitration Clause, and the arbitrability of the claim or dispute), between Employee and the Corporation as well as their respective employees, agents, successors or assigns, which arises out of... | Label: Arbitration |
29954412-fbfe-461f-b541-dea05ed4ee81 | Clause:
Each of the Lenders hereby irrevocably appoints the Administrative Agent and the Collateral Agent as its agent and authorizes the Administrative Agent and/or the Collateral Agent, as applicable, to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Co... | Label: Powers |
5369a6ba-ace5-4449-8a60-3f29dc6bcb0a | Clause:
This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deem... | Label: Counterparts |
130b55c9-ca7c-4f47-aac8-e7220c426828 | 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 none of the Parent, the Borrower or any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or ... | Label: Successors |
eb862f3a-1fa5-449f-91f1-5b55e3b77670 | Clause:
Subject to Section 8(e), this Agreement may be amended or terminated by the Company, the Board or the Committee at any time prior to a Change in Control of the Company. For the avoidance of doubt, you have no legally binding right to payment under this Award until such payment is made to you.
Task: Classify th... | Label: Amendments |
a3264398-c8dc-4670-9b23-078fae8d84b0 | Clause:
Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties agree and acknowledge that money damages may not be an... | Label: Remedies |
3da348af-d4fe-496f-a429-e8a87f363cad | Clause:
The provisions of this Agreement shall survive the termination or expiration of this Agreement to the extent necessary in order to effectuate the intent of the parties hereunder, including without limitation Sections 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 16 and 17 .
Task: Classify this clause into ONE of these ... | Label: Survival |
d6312f6a-f624-48ad-afe1-59787f9f8b63 | Clause:
This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement, including, but not limited to, that this Agreement supersedes and replaces in its entirety the 2014 Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Entire Agreements |
8fa82acd-2d1e-43f4-99db-01a3e6f13752 | Clause:
The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in Section 3.01, each in form and substance reasonably satisfactory to each of them.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Financial Statements |
cdccdee4-5a57-4e06-8be2-df7593df3d60 | Clause:
The Participant hereby acknowledges that the Participant has reviewed with the Participant's own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations... | Label: Representations |
8715acd1-c9ce-45a6-ba9e-42ae4cc91581 | Clause:
Headings are given to the Sections and subsections of the Schedule B solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Certificate or any provision thereof.
Task: Classify this clause into ONE of these... | Label: Headings |
779721f9-fb38-499e-b029-546a4c8d0f27 | Clause:
Tepfer agrees that during the period that he is employed by uSell (or any of its affiliates), and at all times thereafter, he will refrain from making, in writing or orally, any unfavorable comments about any of the Companies, or any of their owners, officers, directors, employees or agents, or their operations... | Label: Non-Disparagement |
99e121d6-5b7d-442f-8a22-5a6154c0b2e4 | Clause:
All real estate and personal property taxes and assessments attributable to the Property shall be prorated at Closing. Seller shall pay all such taxes and assessments attributable to the Property for any period prior to the Closing Date. If the applicable tax rate and assessed valuation for the Property have no... | Label: Taxes |
4f1cd642-59ad-45f2-9139-a68c8a67bc1c | Clause:
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. The signature of any party hereto to a counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart.
Task: Classify... | Label: Counterparts |
3b241472-1b24-40f3-af78-1d152266efc6 | Clause:
If an entity, no notices are required to be delivered to, and no approvals and consents are required to be obtained from, the board of directors (or similar governing body, as applicable) or stockholders or equity holders of such Seller under: (i) Applicable Law; (ii) the organizational documents of such Seller... | Label: Approvals |
9210e42c-4f96-40f8-8005-ded024ce88d6 | Clause:
During the Employment Period, Executive shall serve as the Chief Executive Officer (“ CEO ”) of the Company and shall have such duties and responsibilities as are typically commensurate with such position. Executive shall have such other powers and perform such other duties as may from time to time reasonably b... | Label: Duties |
36443b29-bfb3-48a1-a293-b7fcca9984a3 | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO PURSUANT ... | Label: Waiver Of Jury Trials |
6fab08bf-ed2d-4f77-9d1d-d724b49c5467 | Clause:
Upon designation as an Eligible Employee, the Executive shall be offered a Participation Agreement and upon execution and delivery thereof by the Eligible Employee evidencing such Eligible Employee’s agreement not to voluntarily leave the employ of the Company and its Affiliates and to continue to render servic... | Label: Participations |
9db29a34-1b8d-447b-9e03-95d823ebdc8d | Clause:
This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subj... | Label: Entire Agreements |
064bfa17-9d31-4cfd-b16b-1ca01baadc02 | Clause:
Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “ Broker ”) in connection with the transaction reflected in this Fourth Amendment and that no Broker brought about this transaction, other than Cushman & Wakefield. Landlord and Tenant ea... | Label: Brokers |
9e0c0624-7118-411d-b30d-4c592499a48d | Clause:
This Grant Agreement shall be construed and enforced in accordance with Section 5(h) of the Subplan.
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, Autho... | Label: Governing Laws |
12ad1f70-b6ef-447d-82ee-b4cef4374f59 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the underwriting agreement, dated ___, 2016, by and between the Company, Joseph Gunnar & Co., LLC and Roth Capital Partners, LLC as representatives of the ... | Label: Jurisdictions |
1f7c61c5-a523-480d-8222-1e1e9d4510d8 | Clause:
The Employee acknowledges that money damages would not be sufficient remedy for Employee’s breach of this Agreement and the Company shall be entitled to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a... | Label: Remedies |
8accd5d4-f828-4be6-809a-2e394b2ee487 | Clause:
Except as otherwise provided in this Section 13.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company’s stockholders given within twelve (12) months before or after the action by the A... | Label: Amendments |
b200e181-ee98-44e0-aa07-f0a4d32f0f5d | Clause:
The Parties shall each bear their own costs. attorneys' fees, and other fees incurred in connection with the preparation 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,... | Label: Costs |
6f257e81-7025-4118-ab4e-15e7df6ec832 | Clause:
This Agreement may be terminated as set forth in this Section 6.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bi... | Label: Terminations |
1f5841bf-a53c-4838-b7a7-40840d73bdd3 | Clause:
This Assignment may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile or in electronic (i.e., “pdf” or “ti... | Label: Counterparts |
ef88c594-3eb4-46fa-85d0-bdc76a72acbb | Clause:
Employee shall be paid a base salary (the "Base Salary") at a minimum annual rate of $900,000, effective June 1, 2017, payable at such intervals as the other executive officers of the Company are paid, but in any event at least on a monthly basis. The Compensation Committee may increase the base salary througho... | Label: Base Salary |
fb77239e-df11-4e67-80f0-3f48b0923c70 | Clause:
Upon or in connection with the distribution of cash in respect of the Stock Units, the Corporation shall deduct from such distribution the amount of any taxes which the Corporation may be required to withhold with respect to such distribution. The Director agrees to take any further actions and execute any addi... | Label: Withholdings |
4bf4c8b4-7124-4849-bdb3-2fa94f59a709 | Clause:
On and as of the date of the making of such Advance: (i) the representations of each of the Borrower, the Parent, the Custodian, the Securities Intermediary and the Servicer set forth in the Transaction Documents shall be true and correct with the same effect as if made on such date, and (ii) each of the Borrow... | Label: Representations |
2c9c9747-3e34-495e-9417-471162a13055 | Clause:
Except as disclosed to the Investors in writing prior to the date hereof or specifically disclosed in the Company SEC Documents, (i) there are no contracts, agreements, arrangements, understandings (in each case whether written or oral), liabilities or obligations between the Company or any of its Subsidiaries,... | Label: Transactions With Affiliates |
f3b16dce-21af-4b63-addf-c7e94730eb41 | Clause:
From and after the Closing, except as specifically provided herein, the sole and exclusive remedy of any Indemnified Party for any breach or failure to be true and correct, or alleged breach or failure to be true and correct, of any representation or warranty in this Agreement, or any breach or violation of any... | Label: Remedies |
66e8a1b3-a5ea-4d88-9c1d-4821a2969905 | Clause:
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the... | Label: Terms |
908b391c-680c-48cb-874c-3e96491c0c4f | Clause:
Rhino maintains insurance covering the properties, operations, personnel and businesses of the Partnership Entities. Such insurance insures against such losses and risks as are reasonably adequate to protect the Partnership Entities and their businesses. None of the Partnership Entities has received notice from... | Label: Insurances |
305792b4-41b4-4feb-ae42-dd7a8b230c2c | Clause:
Except as required by applicable law, rule or regulation or any recognized subpoena power, Executive agrees that, during and after the Employment Period, Executive shall not at any time make any statement or representation, written or oral, which Executive knows or should know will, or which Executive knows or ... | Label: Non-Disparagement |
02aeade6-aac7-4fe3-8f94-df4df6814932 | Clause:
The meaning specified in the preamble 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, Authorizations, Base Salary, Benefits, Binding Effects, Book... | Label: Agreements |
f2b6f328-dc2a-4df2-83a8-4ed8891709eb | Clause:
Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7.3, 7.9 and 7.14, and the other provisions of this Section 7 (to the extent necessary to effectuate the survival of Sections 6, 7.3, 7.9 and 7.14), shall survive termination of this Agreement and any termination... | Label: Survival |
fe2e8fd3-b391-497e-9081-d59db3822da1 | Clause:
The Company will, and will cause each Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject except for such noncompliance as would not reasonably be expected to have a Material Adverse Effect. Each Borrower will maintain in e... | Label: Compliance With Laws |
69bd79d2-5c71-4f65-8cb3-1b5f3d834d0d | Clause:
Each Participant in the Umpqua Plan on December 31, 2002, who had one or more account balances in the Umpqua Plan on that date automatically became a Participant in the Plan on the Merger Date, and shall continue as a Participant in the Plan until all of the Participant’s vested account balances are distributed... | Label: Participations |
54d5bf1a-dc02-4c36-8d82-bd9894bf49c2 | Clause:
Upon the occurrence of an Event of Default hereunder and following the expiration of any cure period set forth in Section 2(a)(iii)(C), the Holder may (i) by written notice to the Parent, declare the entire unpaid principal balance of this Note immediately due and payable or (ii) exercise any rights and remedie... | Label: Remedies |
74d10654-8253-480d-a93e-5c2352f99605 | Clause:
The representations and warranties shall survive the Closing and the delivery of the Notes until, with respect to each Purchaser, the Note held by such Purchaser has been paid in full at which time they shall expire such respect to Purchaser and shall no longer be of any force or effect.
Task: Classify this cl... | Label: Survival |
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