id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
af141d84-f87b-4425-9faa-4c04b436ec35 | Clause:
Except as set forth in Section 3(a), all unvested RSUs shall be immediately forfeited upon the Participant’s termination of service with the Board.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Forfeitures |
da74949d-794a-43bb-88ab-4ea6f6e64e5a | Clause:
THIS AMENDMENT NO. 7 AND ANY OTHER LOAN DOCUMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 7 OR ANY OTHER LOAN DOCUMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF N... | Label: Applicable Laws |
2b4b9605-7f73-428e-afd8-8dafc2d52940 | Clause:
The execution, delivery and performance by such party of this Agreement and the consummation by such party of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such party or (ii) conflict with, or constitute a default (or an event which with notice or lap... | Label: No Conflicts |
bf769830-7bec-4641-a298-cb00a76a0bdd | Clause:
Subject to the satisfaction of the conditions precedent set forth in Section 4 below, the Purchasers hereby waive (i) the occurrence of the Specified Defaults and (ii) any other Default or Event of Default arising under Section 11(e) of the Purchase Agreement, solely as a result of the Specified Defaults. The w... | Label: Waivers |
340b8a7a-9fda-4f6c-a97a-7e411149da3d | Clause:
Except as otherwise set forth by the Committee or in the applicable Award Agreement, upon a Participant’s Termination of Affiliation for any reason, the portion of the Participant’s Mutual Fund Share Investment Account which is not Vested as of the date of such termination shall be forfeited and shall revert in... | Label: Forfeitures |
1e42151a-1c4c-4b42-8c3c-801fac8278eb | Clause:
The Borrower and each other Obligor has, and has caused all of their respective 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 r... | Label: Insurances |
66120f75-a0d8-468f-bd5e-df14ea7a49ed | Clause:
All obligations of each Guarantor, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing, or due or to become due, are hereinafter collectively called the “ Liabilities ”. All Liabilities to the Administrative Agent and the Secured Parties unde... | Label: Definitions |
4ab688f2-2c1a-442e-89b9-a3521122c82a | Clause:
All payments to be made hereunder by the Guarantor shall be made in Dollars, in immediately available funds, and without deduction (whether for taxes or otherwise) or offset and shall be applied to the Obligations in accordance with the terms of the Streaming Documents.
Task: Classify this clause into ONE of t... | Label: Payments |
a61e41b3-81aa-4784-80f2-60ba15d0b380 | Clause:
Should the Company fail to require strict compliance with any term or condition of this Agreement, such failure shall not be deemed a waiver of such terms or conditions, nor shall the Company’s failure to enforce any right it may have preclude it from thereafter enforcing its rights under this Agreement.
Task:... | Label: No Waivers |
fca0a3b8-e163-4be4-a955-ac48bdef15c8 | Clause:
Unless otherwise required by applicable law, the Company shall, by 8:30 a.m. (New York City time) on the second Trading Day immediately following the first and Final Closing hereunder, issue a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and including the Tran... | Label: Publicity |
fdcecbbc-7faf-4232-b038-20d2b1223a62 | Clause:
It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tena... | Label: Entire Agreements |
369fdd7e-a709-4d2d-8393-63a07583a261 | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary o... | Label: Intellectual Property |
76ecdaef-5ded-47bd-99a9-7bb2a9936b2c | Clause:
This Agreement may be signed in two counterparts which together will form a single agreement as if both parties had executed the same document. Signed copies of this Agreement sent via facsimile will be deemed binding to the same extent as original documents.
Task: Classify this clause into ONE of these types ... | Label: Counterparts |
f526a523-f2ee-4e78-bb30-adeda13b8c1a | Clause:
The Company and each of the Subject Companies, through rights granted by ONI and its Affiliates or otherwise, possess all rights necessary to lawfully use all patents, trademarks, licenses, service marks, trade names, trade secrets, and other proprietary, contract or intellectual property rights that are necess... | Label: Intellectual Property |
be155c8b-2745-4143-b55e-c8fbb9c2b0e9 | Clause:
Prior to entry upon the Property, Purchaser shall deliver to Seller evidence reasonably satisfactory to Seller that Purchaser has obtained commercial general liability insurance in an amount of not less than $2,000,000 and written on such forms as are reasonably acceptable to Seller, naming Seller as an additio... | Label: Insurances |
a13a7819-0893-4cac-9cfd-88842e7a06b7 | Clause:
You will be paid a base salary of $300,000 per year payable in accordance with the standard payroll practices of the Company and subject to all withholdings and deductions, as required by law. Your salary will be reviewed on an annual basis, in line with the Company’s compensation policies.
Task: Classify this... | Label: Base Salary |
3fbad4e2-104b-4f17-be76-e759ea88b616 | Clause:
Borrower will at all times carry property, liability and other insurance, with insurers acceptable to Lender, in such form and amounts, and with such deductibles and other provisions, as Lender shall require, and Borrower will provide evidence of such insurance to Lender on the proper Acord Form, so that Lender... | Label: Insurances |
49783703-8a59-4fd9-842b-fae5ff79e420 | Clause:
On or before the twenty-fifth (25 th ) Day of each Month, Buyer will render to Seller a statement setting forth (i) the total Mcf and MMBtu of Committed Gas accepted by Buyer at the Receipt Points during the preceding Month, (ii) the amount of Seller’s Fixed FL&U, Shrinkage, Plant Products and Residue Gas alloc... | Label: Payments |
5b23c97e-8c79-46b3-8522-b461bc4967c5 | Clause:
The exercise of the SAR and, if applicable, the issuance and transfer of Shares will be subject to, and conditioned upon compliance by the Company and the Participant with, all applicable federal, state and local laws and regulations and all applicable requirements of any stock exchange or automated quotation s... | Label: Compliance With Laws |
ee51144a-7ece-4121-a68f-a63721699d23 | Clause:
This Termination Agreement shall be binding upon the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Binding Effects |
4394ee46-672b-43fe-bdd5-69b3472545f1 | Clause:
The Commitments shall terminate on the Commitment Termination Date. Borrowers may terminate or from time to time reduce the Commitments by giving not less than 10 Business Days’ prior written notice to Administrative Agent. Any request from Borrowers for the reduction of the Commitments must specify the amoun... | Label: Terminations |
12d953c6-fc68-4e67-b496-996255b77d1c | Clause:
To the Knowledge of Citywide, the representations and warranties of Citywide contained in this Agreement do not omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to Citywide which has not be... | Label: Disclosures |
38b82011-a835-4ba7-ab21-f74e7765249b | Clause:
In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 9), the Company agrees that in the event a payment shall be made by any other Guarantor under this Agreement, the Company shall indemnify such Guarantor for the full amount of such... | Label: Indemnity |
84e9ca8f-b836-47f9-80c9-a647d6ff4d00 | Clause:
Except as required by Law or the rules of any stock exchange, no public announcement or other publicity regarding the transactions referred to herein shall be made by the Buyer, the Seller, the Company or any of their respective affiliates, officers, directors, employees, representatives or agents, without the ... | Label: Publicity |
ad3f7343-7dbd-48c4-a93a-03ba32f5b1b1 | Clause:
Consultant shall provide reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events during Consultant’s service hereunder. The Company shall reimburse Consultant for Consultant’s reasonable travel expenses incurred in connection with ... | Label: Cooperation |
a0de3c4a-8504-465f-b1a5-09f0c2084cf7 | Clause:
The closing of the Merger (the “ Closing ”) shall be held at the offices of Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199, at 10:00 a.m. on the date as soon as practicable, and, subject to Section 3.1, in any event not later than three (3) Business Days, following the last to occur o... | Label: Closings |
e604a5b5-3269-4d6a-8b33-9436e1947e77 | Clause:
Each party irrevocably and unconditionally submits, and the Borrower shall cause each other Loan Party to irrevocably and unconditionally submit, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in Monroe County and of the United States District Court ... | Label: Jurisdictions |
41b81526-2dc4-4363-aa5c-f58aa1709da0 | Clause:
By accepting this Award of Restricted Stock Units, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature, is established volun... | Label: Amendments |
d07bb48f-12c1-4b7a-9b4d-bfe4af2a4c5e | Clause:
On the Closing Date, (i) each Purchaser shall pay its respective Purchase Price to the Company for the Shares and the Warrants to be issued and sold to such Purchaser at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company ... | Label: Closings |
2ffdb8ab-2ac7-43a2-93cf-658f91dec63a | Clause:
Subject to the terms and conditions of this Agreement, the initial term of this Agreement shall begin on the Effective Date and shall continue through December 31, 2018; provided, however, that beginning on January 1, 2020, and on the first day of each year thereafter, the term of this Agreement shall automatic... | Label: Terms |
f4bae905-2d26-4269-a055-a615997d2722 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before April 28, 2017; pro... | Label: Terminations |
c5f23358-c839-4e64-9e5a-db2d6ce080fb | Clause:
This Agreement is and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Assignments |
000118a5-e79e-4bcc-89e5-c7f78cbc1b8c | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable U.S. Issuing Bank ... | Label: Amendments |
b9560353-6366-4c31-9cf8-9f1ebb30ba6c | Clause:
If the Aggregate Commitments are increased in accordance with this Section, the Agent, in consultation with the Lead Borrower, shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Agent shall promptly notify the Lead Borrower and the Lenders of the fi... | Label: Effective Dates |
744c8b6b-86df-4bed-aa15-5281f2d55799 | Clause:
No failure on the part of the Secured Party to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exe... | Label: No Waivers |
1e3f9502-b310-4dc4-bafc-d69f270300db | Clause:
The representations and warranties in this Agreement shall survive for twelve (12) months following the Closing; provided that the representation in the last sentence of Section 2.2(c) shall survive until the six month anniversary of the date that the Warrant is exercised in full.
Task: Classify this clause i... | Label: Survival |
238750df-524c-4546-a8bc-3d36ee9e7ec0 | Clause:
This Agreement is not an employment agreement. Nothing contained herein shall be construed as creating any employment relationship.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Employment |
fe84e144-f3f0-4cf5-89e4-b678972e19fb | Clause:
This Agreement may be executed in separate counterparts, including by facsimile and electronic delivery, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Counterparts |
2b2ef912-9801-4f05-9840-3b34043b50cc | Clause:
The Company shall have obtained in a timely fashion any and all consents, permits, approvals, non-objections, registrations and waivers necessary for consummation of the purchase and sale of the Shares (including all Required Approvals), all of which shall be and remain so long as necessary in full force and ef... | Label: Consents |
4a06cb73-c589-4cbc-92c7-68de9c29ead3 | Clause:
This Security Agreement shall terminate and the Lien on and security interest in the [Copyright] [Patent] [Trademark] Collateral shall be released in accordance with Section 10.16 of the Guaranty and Security Agreement. Upon the termination of this Security Agreement, the Collateral Agent shall, at the sole cos... | Label: Terminations |
3def41ed-0157-4fa1-b6f5-2d4d796c6e12 | Clause:
This Agreement, the other Basic Documents and the other agreements and documents expressly referred to herein are intended by the Members as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subj... | Label: Entire Agreements |
1c0a2474-469e-4a8f-856d-6756e0f1e36b | Clause:
Marketer shall use commercially reasonable efforts to (i) collect all production funds from the purchasers of such Producer’s Hydrocarbons, (ii) arrange for the timely payment of severance taxes to any Governmental Authorities, (iii) make timely payment to royalty owners and third party working interest owners,... | Label: Payments |
a00f48fb-3c8a-4e7f-995a-3e61117f9ffe | Clause:
The language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafti... | Label: Construction |
db11d0b6-31bc-4a5c-99d3-db17cc76ef56 | Clause:
Prior to the Closing, AGRO does not have any subsidiaries.
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 ... | Label: Subsidiaries |
68e78a9d-6776-4c7d-b827-70663ac09257 | Clause:
As of the date hereof, the authorized capital stock of the Company, and shares issued and outstanding, is as set forth in the Company’s most recent periodic report filed with the SEC. Except as disclosed in the SEC Documents and for convertible notes issued prior to the date of this Agreement, no shares are res... | Label: Capitalization |
f98db767-9559-4f95-ac05-fa324ee8fde9 | Clause:
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted.
Task: Classify th... | Label: Organizations |
dc873e8e-74e7-4735-a93d-6161481ac7bc | Clause:
The Borrower shall not, and shall not permit any Restricted Subsidiary to, create or Incur any Lien (other than Permitted Liens) that secures obligations under any Indebtedness on any asset or property of the Borrower or any Guarantor.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Liens |
f998df09-a2d4-4de4-9dfd-aa607c7d2a24 | Clause:
There are no actions, suits or proceedings at law or in equity, arbitrations, or governmental investigations by or before any Governmental Authority or other agency now pending, filed, or, to Borrower’s knowledge, threatened against or affecting Borrower, Guarantor or the Property, which actions, suits or proce... | Label: Litigations |
3d8829ea-9593-486c-9f6b-c29d3b0d0c40 | Clause:
This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided , however , that, subject to the terms of the Loan Agreement, Guarantor may not, without the prior written consent of Lender, assign any of its rights, ... | Label: Assignments |
040a9eda-8fab-4336-9785-567b59474397 | Clause:
The Plan is incorporated herein by reference. The Plan and this Award Agreement (including Exhibit A attached hereto) constitute the entire agreement of the parties with respect to the Award and supersede in their entirety all prior proposals, undertakings and agreements, written or oral, and all other communic... | Label: Entire Agreements |
56c0e67e-4ca4-42ea-8931-bea41dab16a9 | Clause:
All communications hereunder shall be in writing and, if sent to any of the Initial Purchasers, shall be delivered or sent by mail or transmitted and confirmed in writing by any standard form of telecommunication to SunTrust Robinson Humphrey, Inc., 3333 Peachtree Road, 10th Floor, Atlanta, GA 30326, Facsimile:... | Label: Notices |
4cfc0b3a-e66a-42c5-b1f2-64335a45a045 | Clause:
Effective upon the Closing, and except as set forth in the final sentence of this Section 7.17 , each of Parent and Seller, on behalf of itself and its Subsidiaries (other than the Company and the Company Subsidiaries), hereby unconditionally and irrevocably waives, releases and forever discharges the Company ... | Label: Releases |
00826f1b-1120-408f-b23c-325113cd5117 | Clause:
No waiver or course of dealing shall be established by (a) the failure or delay of Agent or any Lender to require strict performance by Borrowers with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any Let... | Label: Waivers |
58563fc4-23b8-4f75-bfae-fd7205a19a59 | Clause:
In the event of any conflict between the terms of this Amendment and the terms of the Original Lease, or the terms of the Adjacent Lease, the terms of this Amendment shall control. This Amendment is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior conte... | Label: Interpretations |
0bb4acdb-7879-4d92-b322-6e73caa4d29b | Clause:
Each of the Organizational Agreements of the Partnership and the General Partner have been duly authorized and validly executed and delivered by the parties thereto and are valid and legally binding agreements of such parties thereto, enforceable against the parties thereto in accordance with their respective t... | Label: Authorizations |
da99dc2c-2140-4057-9782-6392a2aabcde | Clause:
The Company will use the net proceeds from the sale of the Shares hereunder for general working capital purposes (which shall not include any dividend or distribution).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Use Of Proceeds |
b365d1ca-eac0-4233-9a78-266be36e88b3 | Clause:
The Plan was originally effective as of February 28, 2006, has been amended from time to time and has been amended and restated as of the Effective Date. The Plan shall terminate on the 10th anniversary of the Effective Date, unless sooner terminated by the Board under Section 17.1 below, and no Awards may be g... | Label: Terms |
c8f4ed92-ab87-4f44-8614-b52a5063d52b | Clause:
This Agreement contains the entire agreement among the Parties with respect to its specific subject matter and supersedes any prior oral and written communications, agreements and understandings among the Parties concerning the specific subject matter hereof. This Agreement may not be modified, amended, altered... | Label: Entire Agreements |
939b11fa-08d3-487c-9d46-56e16760da39 | Clause:
This Agreement shall be governed by the laws of the State of Colorado.
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, Benefi... | Label: Governing Laws |
1ea1e296-264d-4dec-a312-64766f944853 | Clause:
This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other si... | Label: Authorizations |
5ddcf490-1107-4545-9eae-c38968a3a696 | Clause:
Evidence that Seller has added Administrative Agent as an additional loss payee under the Seller’s Fidelity Insurance no later than ten (10) Business Days following the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Insurances |
8610ad56-194d-48db-baf2-c45cc295d987 | Clause:
While you are employed by the Company, you shall serve as Chief Executive Officer for the Company. In that capacity, you will shall report to the Board of Directors of the Company (your “ Manager ”), and perform such duties as the Manager may direct from time to time. You shall be obligated to work full time fo... | Label: Positions |
4811b239-b2b6-47f7-b03e-57aeaf18ec04 | Clause:
The execution, delivery and performance by each Loan Party of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except (i) those as have been obtained... | Label: No Conflicts |
4775a560-92dc-4e11-b2ee-b6a99cfe92c7 | Clause:
Unless sooner terminated as provided in this Agreement, the term of this Agreement (the “ Term ”) shall consist of three (3) years commencing on the Effective Date of this Agreement and terminating on the third Anniversary of the Effective Date at which time the terms of this Agreement shall expire and shall no... | Label: Terms |
9ffd133e-6ec1-45e7-8cab-a2ac97bb2554 | Clause:
PMC is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware. PMC, as Servicer, is duly qualified to do business and is in good standing (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in w... | Label: Organizations |
2b85c93c-48fb-4cca-8ff4-c99fad9ec1ab | Clause:
During the Employment Term, the Executive shall be entitled to twenty (20) paid vacation days per calendar year (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Vacations |
fb068253-860f-45df-9c38-ca61b9c729f3 | Clause:
Use the proceeds of Revolving Loans solely for general corporate purposes not in contravention of any Law or any Loan Document. Use the proceeds of the Term Loan solely for paying all amounts due under the Oasis Note as of the Sixth Amendment Effective Date.
Task: Classify this clause into ONE of these types (... | Label: Use Of Proceeds |
96b85c3b-1a24-40b7-8105-9740c44092ee | Clause:
Subject to entry of the BCA Approval Order, this Agreement and, subject to the entry of the BCA Approval Order, Disclosure Statement Order and the Confirmation Order, each other Restructuring Document to which such Party is a party (a) has been, or prior to its execution and delivery will be, duly and validly e... | Label: Enforceability |
2ec528e6-a2fa-4fe9-bad4-21b72cd0ab12 | Clause:
The Borrowers shall not assign any of their rights or obligations hereunder and any such assignment shall be absolutely void. Subject to the transfer restrictions contained in the NPA, the Holder may assign and/or participate any of its interest in this Note to any individual or entity. Each reference herein to... | Label: Successors |
ab60becf-f8af-44ca-8479-b6e7d45b4d12 | Clause:
And Performance . This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provi s ion or rule (whether of the Commonwealth of Ma ssac husetts or any other jur... | Label: Governing Laws |
d6a960ff-4f79-4301-b8ed-2a4d98a8e58c | Clause:
This Agreement is for the benefit of and is binding upon me and my heirs, administrators, representatives, executors, successors, beneficiaries and assigns, and is also for the benefit of the Released Parties and their successors and assigns.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Successors |
7d25d4e9-49a2-48d2-a57f-5a2bd2919322 | Clause:
The capitalization of the Company is as set forth in the SEC Filings. Except as set forth in the SEC Filings, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed... | Label: Capitalization |
ab44f973-906e-4cae-b4a2-dce1208ef4f1 | Clause:
The Transferor and the Trust shall each, at the request of the other or the Administrative Agent execute and deliver to the other all other instruments that either may reasonably request in order to more fully effect the sale of the Purchased Property to the Trust or the sale of the Purchased Property to the Tr... | Label: Further Assurances |
30f862f5-447f-4fa9-b114-33372b0492b1 | Clause:
All rights, payments and benefits due to the Executive under Section 3.3 (other than Section 3.3(c)) shall be conditioned on the Executive’s execution of a general release of claims against the Company and its affiliates in a form reasonably prescribed by the Company and on that release becoming irrevocable wit... | Label: Releases |
2f9a95a2-ae4c-4e85-8290-2677dd9bc750 | Clause:
The closing of the transactions contemplated hereby (the “ Closing ”) shall take place within seven business days following the Effective Date (the date on which the Closing actually occurs being the “ Closing Date ”). At or immediately prior to the Closing, (a) the Selling Stockholder shall (i) cause the Share... | Label: Closings |
709462d8-90f6-46e2-a6b7-2d1b15ab26e2 | Clause:
Executive covenants and agrees that during the course of his employment by the Company and at any time thereafter, Executive shall not, directly or indirectly, in public or private, deprecate, impugn, disparage, or make any remarks that would tend to or be construed to tend to defame the Company, its products o... | Label: Non-Disparagement |
48faf9ba-04b0-461e-a7db-cadfffc96ca6 | Clause:
It has the power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder. The execution and delivery by it of the Loan Documents and the performance of its obligations thereunder have been duly authorized by proper proceedings, and the Loan Documents con... | Label: Authorizations |
8c0bd8fa-7014-4db8-8129-017cf11b9222 | Clause:
The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting this Agreement.
Task: Classify this... | Label: Interpretations |
bae5434d-443c-4104-a51e-ddccacc53ff6 | Clause:
The representations and warranties made in this Agreement by Purchaser shall be continuing and shall be deemed remade as of the Closing Date, with the same force and effect as if made on, and as of, such date. All representations and warranties made in this Agreement by Purchaser shall survive the Closing for a... | Label: Survival |
29ed9d99-0c74-4cc3-9089-49c43026403b | Clause:
This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Entire Agreements |
e8e26f17-4186-4be0-a3b5-42d2507f8ed2 | 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 no Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior wri... | Label: Successors |
d62940c2-5f49-4907-a14f-9a1e7a45c034 | Clause:
In the Program (a) the words “herein,” “hereof” and “hereunder” refer to the Program as a whole and not to any particular Article, Section or other subdivision, (b) reference to any Article or Section, means such Article or Section hereof and (c) the words “including” (and with correlative meaning “include”) me... | Label: Interpretations |
98d6b71f-033d-44e6-b743-4b5cd1c39994 | Clause:
This Employment Agreement, as it relates to the employment of the Executive, is a personal contract and neither this Employment Agreement nor any right or interest may be assigned by the Executive without the prior written consent of the Company.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Assignments |
bbacd307-83a2-4b3a-b45d-49fdaae22704 | Clause:
Neither this Agreement, nor any certificate, exhibit, or other written document or statement, furnished to the Buyer by the Seller in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact ne... | Label: Disclosures |
b6de8d3a-b678-4feb-bcbf-1f1a72c4fa94 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) ... | Label: Governing Laws |
7f140d5b-388e-4028-9200-d9c657ad781b | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving any effect to the conflict of laws provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Governing Laws |
283a296c-1e79-48fc-8b10-f02f8a7a8089 | Clause:
Each Company owns, possesses, or has the right to use all of the patents, patent applications, trademarks, service marks, copyrights, licenses, and rights with respect to the foregoing necessary for the conduct of its business without any known conflict with the rights of others.
Task: Classify this clause int... | Label: Intellectual Property |
4f8e50a3-64a6-468c-8924-30da0a5b0f4d | Clause:
Neither this Agreement nor any of the terms of this Agreement may be terminated, amended, supplemented or modified orally, and may only be terminated, amended, supplemented or modified by an instrument in writing signed by each of the parties, provided that the observance of any provision of this Agreement may ... | Label: Amendments |
f7f188e0-b7d1-48c5-bb5d-bdba61bbcdb7 | Clause:
THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY ... | Label: Submission To Jurisdiction |
0c5f3c83-91d2-468f-887a-6b224628cd8d | Clause:
As a condition to the grant of these Restricted Shares, you agree to repatriate all amounts attributable to the Restricted Shares in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you also agree to take any and al... | Label: Compliance With Laws |
b04cdabd-b64b-47e2-b1c1-eae6cef8024a | Clause:
The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or broker’s commissions, relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold Buyer harmless against, any liability, loss or expense (including, without limitat... | Label: Fees |
9cacf7bd-7ef0-4ed2-9e33-5a72f7905d88 | Clause:
Immediately after giving effect to this Amendment, no Default or Event of Default exists or is continuing.
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: No Defaults |
f03eb069-e063-4bb4-bbe8-7410d7d11d36 | Clause:
This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter ... | Label: Entire Agreements |
9a5cbff6-0537-4419-a0cf-0c3517db3301 | Clause:
It is the intention of the Employer that the benefits provided to the Participant and any beneficiary under this Plan and the Pension Plan together shall be no greater than would have been provided to the Participant and any beneficiary under the terms of the Pension Plan if the Participant had at all times bee... | Label: Interpretations |
2a453a86-8ac3-4840-a349-6d45d9cebf69 | Clause:
(a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Terminations |
e6c7ee67-9cf7-4e15-bbfc-0fcf363de759 | Clause:
THIS AMENDMENT, THE CREDIT AGREEMENT AND ALL OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN OR AMONG THE PARTIES HERETO AND THERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCU... | Label: Entire Agreements |
3b17a8a9-3586-4ab2-bf69-3378e8d0ce7f | Clause:
The provisions of Section 2.17 shall apply mutatis mutandis to all payments by the U.S. Borrowers of the U.S. Guaranteed Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Taxes |
7131249f-9b5e-463e-9c82-c37a9e40fb26 | Clause:
To the extent provided by the terms of an Award Agreement and subject to the discretion of the Committee, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under an Award by any of the following means (in addition to the Co... | Label: General |
563ac1bc-9264-4ac7-812f-21f30c0a910c | Clause:
Executive agrees, at all times following the Effective Date, not to, directly or indirectly, on his behalf or on behalf of any other person or entity, (a) take any action which is intended, or could reasonably be expected, to harm, disparage, defame, slander, or lead to unwanted or unfavorable publicity for the... | Label: Non-Disparagement |
4579105a-c45b-418e-9b42-dd03abc7ab53 | Clause:
EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACT... | Label: Submission To Jurisdiction |
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