id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f2d0be74-183d-4433-b343-c1d7e0f6b6eb | Clause:
This Release shall be governed by, and enforced in accordance with, the laws of the Delaware, without regard to the application of the principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Governing Laws |
2fa72cd9-0e75-4030-9973-a6ad73388700 | Clause:
No failure on the part of Buyer to exercise, or delay in exercising, any right or remedy under the Repurchase Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy thereunder preclude any further exercise thereof or the exercise of any other right. The rig... | Label: Amendments |
64ec6afc-95c9-4da3-a6cb-f4083375b43a | Clause:
During the Term of this Agreement and following termination of employment, for any reason, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the... | Label: Confidentiality |
d7344261-ea27-43c7-bb15-660c2ae76e36 | Clause:
The Consultant's services hereunder shall terminate upon his 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, Benefits,... | Label: Death |
04dee3b8-18f6-43e4-926f-0e8c6a242b59 | Clause:
The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company understands and confirms that the Investor will rely ... | Label: Disclosures |
97fd3e42-129f-4663-a471-609f0961e319 | Clause:
The representations and warranties of the Borrowers and the other Loan Parties contained in Article IV of the Credit Agreement are true and correct in all material respects on and as of the Effective Date as if made on such date (except to the extent that such representations and warranties expressly relate to ... | Label: Representations |
f9bbe487-def8-406d-a816-e8b776426b11 | Clause:
This Agreement, when aggregated with the attached Release, as applicable, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements (whether written or oral and whether express or implied) between the parties to the extent related to such ... | Label: Entire Agreements |
db2ddc7d-f641-4d45-83c8-e73df2524c0d | Clause:
This Agreement, together with Exhibit A , constitutes and expresses the entire agreement of the Parties with respect to Employer’s employment of Employee, and there are no representations, inducements, promises, agreements, arrangements, or undertakings oral or written, between the Parties other than those set ... | Label: Entire Agreements |
8d06fd22-2f0b-49ce-9686-e15fdd957c48 | Clause:
For purposes of determining Lenders’ obligations or rights to fund, participate in or receive collections with respect to Loans and Letters of Credit (including existing Swingline Loans, Protective Advances and LC Obligations), Administrative Agent may in its discretion reallocate Pro Rata shares by excluding a... | Label: Amendments |
9c4e0d89-e77c-42da-afb4-63745dea2abc | Clause:
No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the... | Label: No Waivers |
8af3d4f9-31f9-4edf-850f-567942ead284 | Clause:
All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the Note Purchase Agreement, or at such other address or facsimile number as ... | Label: Notices |
468c91d2-996d-4ee1-a0a4-8ee1312f4036 | Clause:
All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by email or confirmed facsimile; (c) five (5) days after having been sent by registered or certified mail, return rece... | Label: Notices |
59baf044-fdc4-4b21-a676-8b16a8a956e0 | Clause:
To the extent applicable, this Plan shall be interpreted and applies so that the payments of benefits set forth herein shall either be exempt from, or in the alternative, comply with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Plan to the contrary, ... | Label: General |
39584875-0a3b-456a-9f87-dc81b5eebb20 | Clause:
Section or other headings contained in this Reaffirmation are for reference purposes only and shall not in any way affect the meaning or interpretation of this Reaffirmation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Headings |
0a74fd11-5a3e-41ce-b243-73d88895df11 | Clause:
All notices and other communications provided for hereunder shall be in writing and shall be given and deemed received as set forth in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Notices |
4ea2837f-8365-4164-abb8-ab46c703a862 | Clause:
The decision of the arbitrator on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The arbitrator shall only be authorized to interpret the provisions of this Agreement, and shall not amend, change or add to any suc... | Label: Binding Effects |
ab608503-0d8f-4e24-afc9-1c92ecdea525 | Clause:
Each Party shall consult with the other Parties, and shall, subject to the requirements of Section 5.03 , provide the other Parties the opportunity to review and comment upon, any press releases or other public statements in connection with the Separation or the Initial Public Offering or any of the other tran... | Label: Publicity |
76a0e318-1bf6-438a-a579-8d7c35617969 | Clause:
The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as a... | Label: Financial Statements |
a7adc7d0-896e-4dff-a1af-4e3164a33f5f | Clause:
Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and... | Label: Existence |
340d5984-f4bc-42ed-8754-61a9876004cc | Clause:
Upon any distribution of shares of Common Stock in respect of the Stock Units, the Corporation shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares d... | Label: Withholdings |
da22ac67-055b-49f9-97e5-14a640c63046 | Clause:
When the context requires, singular nouns and pronouns include the plural.
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, Be... | Label: Construction |
6dce760c-b847-4f6f-bfe8-3eedb671e5bb | Clause:
Contractor shall commence providing services on June 15, 2017, and shall continue to provide services for a period of twelve (12) months, provided, however , that Contractor shall not be obligated to perform should Contractor become physically or mentally disabled from doing so. This Agreement will automaticall... | Label: Terms |
4903ef82-a259-403b-aac3-a9a47efec7ed | Clause:
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given ( i ) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, ( ii ) on the first business day following the date of dispatch if delivered by a ... | Label: Notices |
aa7513de-5686-49d2-af52-51d24ca421fd | Clause:
Grantors agree to indemnify and save and hold harmless the Trustee, the Beneficiary, their respective successors and affiliates and their respective directors, partners, managers, principals, officers, employees, agents, consultants and representatives (collectively, the “ Indemnified Parties ” ) from and again... | Label: Indemnifications |
624fce27-76b8-444a-8764-dc5b2abc5c4d | Clause:
As of each Valuation Date, each Account will be adjusted, with either an increase or a decrease, to reflect the deemed investment experience of the Account since the preceding Valuation Date. For this purpose, the Account will be adjusted to reflect the investment return under the Participant’s investment elect... | Label: Adjustments |
6dc4570f-f041-4bc6-8d91-bd8800b78f27 | Clause:
All amounts payable pursuant to this Agreement are subject to applicable tax withholdings. In addition, you are solely responsible for all taxes that may result from your receipt of the amounts payable and benefits to be provided to you under this Agreement, and neither the Company nor any of its affiliates mak... | Label: Tax Withholdings |
637ab3a5-cfcb-47e2-801c-8589996ee28a | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS COLLATERAL AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Waiver Of Jury Trials |
223c4c42-79fd-402e-95ae-33a1a25d29ce | Clause:
Except for any agreements relating to currently outstanding equity awards as of the date of this Agreement (which remain outstanding, but subject to the terms of this Agreement), this Agreement constitutes the entire agreement between the parties and, as of the Effective Date, terminates and supersedes any and ... | Label: Authority |
f4d95747-9c43-432d-b596-cbaf744b295b | Clause:
This Agreement and the Notes shall be deemed to be contracts made under and shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to principles thereof relating to conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Governing Laws |
37f56e07-8628-4a3d-964e-32a1e52f24d2 | Clause:
Before any such entry on the Property by Buyer or the Buyer Group, Buyer shall, at no expense to Seller, provide and maintain, or cause to be provided and maintained by such member of the Buyer Group seeking access to the Property, (i) workers’ compensation insurance, to the extent required under the Workers’ C... | Label: Insurances |
1585ed79-d422-4a4e-8523-9b420b146cbe | Clause:
Use the proceeds of the Credit Extensions to refinance existing indebtedness, issue standby or commercial letters of credit, finance ongoing working capital needs and for other general corporate purposes not in contravention of any Law or of any Loan Document and subject to the limitations in Section 7.10 .
Ta... | Label: Use Of Proceeds |
e6eb3972-b42b-4560-995a-41508dbac78e | Clause:
This Agreement is and shall be considered to be the only agreement or understanding between the parties hereto with respect to the employment of the Executive by the Company. All negotiations, commitments, and understandings acceptable to both parties have been incorporated herein. No letter, telegram, or com... | Label: Entire Agreements |
012affeb-ad1b-43a7-9596-175d4ab2d9dc | Clause:
The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Company nor any other Credit Party may assign or otherwise transfer any of its rights or... | Label: Successors |
fee2f555-5feb-4d58-b82b-53c02343801e | Clause:
THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW 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, Assigns, Auth... | Label: Governing Laws |
3afe72a8-ada4-4038-9219-c53f9ecebbbb | Clause:
Except for Natixis, no agent, broker, Person, financial advisor or other intermediary, in each case acting on behalf of the Company is, or will be, entitled to any broker’s commission, finder’s fees or similar payment from any of the Parties, or from any Affiliate of any of the Parties, in connection with the T... | Label: Brokers |
724dae98-977e-4ef2-8d4a-1d6a186d5886 | Clause:
Headings and captions used in this Third Amendment (including the Exhibits, Schedules and Annexes hereto, if any) are included for convenience of reference only and shall not be given any substantive effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Headings |
ed91d541-603f-4488-9166-356d523707f9 | Clause:
Tenant waives any statutory rights of termination that may arise by reason of any damage or destruction of the Premises.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Waivers |
a60c0bec-8fb2-4590-aff0-c8d8ebe74da1 | Clause:
If any of the provisions of this Agreement or any portions thereof are held by a court of competent jurisdiction to be unenforceable or invalid, then the remaining portions of any such provision or remaining provisions of this Agreement shall be deemed valid and enforceable.
Task: Classify this clause into ONE... | Label: Severability |
447a54cc-863b-43cc-bb36-c405a03a43fc | Clause:
Except as set forth on Schedule 4.6 attached hereto, the Company shall use the net proceeds from the sale of the Shares hereunder for working capital purposes and shall not use such proceeds for: (a) the redemption of any Common Stock or Common Stock Equivalents, or (b) the settlement of any outstanding litigat... | Label: Use Of Proceeds |
1a286e6a-b00c-4419-b198-3d635192157b | Clause:
To the extent not paid by the Borrowers or any one or more of them pursuant to the terms of the Loan Agreement, each party hereto shall bear its own expenses in connection with the execution, delivery and performance of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Expenses |
7a8d151f-3f54-4704-ad4b-77de092a9c0a | Clause:
This Agreement may be executed in two or more counterparts (including by facsimile or other electronic means, including signatures received as a .pdf attachment to electronic mail), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each ... | Label: Counterparts |
5651fc17-6f6f-400e-bda1-ade629ddfe8f | Clause:
Buyer is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted, except where the failure to have such power or authority would not prevent or materially delay the cons... | Label: Organizations |
6e1cf3c4-5c64-4d86-8967-184559b1e6e1 | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys... | Label: Expenses |
1bd979fc-6dce-4f34-85a7-f587fb8e30ba | Clause:
None of the representations, warranties covenants and agreements in this Agreement, or in any schedule, certificate, instrument or other document delivered pursuant to this Agreement, shall survive the Effective Time or the termination of this Agreement pursuant to Article 9, as the case may be. This Article 10... | Label: Survival |
3a916806-e13b-46c0-9c74-4a2fb624f111 | Clause:
There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting any Borrower or any Subsidiary which would reasonably be expected to have a Material Adverse Effect. Other than any liability incident to... | Label: Litigations |
f3971587-93de-4dbb-8120-078c48d8ae1c | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of up to $3,432,000 of ... | Label: Closings |
368c4e69-0dbf-48b1-b189-e64c0f051951 | Clause:
Following the Closing, each party hereto shall, and shall cause its Affiliates and Representatives to, hold in strict confidence and not utilize in its respective business any information and documents concerning any other party hereto or any of its respective Affiliates (“ Confidential Information ”), includin... | Label: Confidentiality |
3b2afd5d-502b-40f8-a10d-9633a6585781 | Clause:
No failure by the Credit Parties to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right. Th... | Label: Enforceability |
e20839c7-8aa5-4867-8aea-34640995439f | Clause:
During the Term and subject to the terms and conditions of this Agreement, the Executive shall (a) serve as, and have the title of, the Company’s President and Chief Executive Officer, (b) report to the Board and perform such duties and responsibilities as may be prescribed from time to time by the Board, which... | Label: Duties |
fcecb744-5e32-4e82-a6a3-7f94a48cee7a | Clause:
All notices, demands, requests, advice or designations (“Notices”) which may be or are required to be given by either party to the other hereunder shall be in writing. All Notices by Landlord to Tenant shall be sufficiently given, made or delivered if personally served on Tenant by leaving the same at the Premi... | Label: Notices |
e3cb29fc-0463-41c1-b2a7-76ba281e49ef | Clause:
The Plan is an unfunded compensation arrangement for a select group of management or highly compensated employees of the Company or a Subsidiary and any exemptions under ERISA applicable to such an arrangement shall be applicable to the Plan.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Erisa |
2c261e1c-8bc0-4a49-a36e-e29bb52b4db1 | Clause:
This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. This Agreement may not be assigned (including by operation of law) by (i) the Seller without the prior written co... | Label: Assignments |
99d5b59d-ab01-47fc-af49-f9b3ecb287e6 | Clause:
During the Employment Term, Executive shall serve as the Chief Financial Officer ( “COO” ) and member of the Company’s Board of Directors ( “Board” ), subject to the terms and conditions of this Agreement. The Executive shall report to and be directly responsible to the Board. The Executive shall perform, obser... | Label: Duties |
95850d73-918f-4d9b-9b2a-e963c25ebc1d | Clause:
Employee shall be entitled to paid vacations and holidays in accordance with the policies of SDSP in effect from time-to-time for similarly situated employees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Vacations |
93e942e0-6550-4883-b78e-bf381a86e343 | Clause:
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, one day after being sent to the recipient by reputable overnight courier service (ch... | Label: Notices |
6672540a-4c70-468d-ac12-d0eda3d60751 | Clause:
Employee agrees to refrain from making any disparaging comments or statements regarding Employer, its business ventures, and plans, and its officers and employees for three years after the end of the Consulting Period. Employee and Employer acknowledge and agree that this non-disparagement provision is a materi... | Label: Non-Disparagement |
9a478456-2dde-4ca3-ad50-ffb2f01b5f79 | Clause:
The Company and the Bank agree to employ Executive and Executive accepts employment by the Company and the Bank on the terms and conditions set forth in this Agreement. Executive’s title will be Executive Vice President and Chief Administrative Officer of the Company and the Bank. During the term of this Agreem... | Label: Employment |
fd04f434-7fca-429c-b59c-60af2d64ea2f | Clause:
The Lenders shall have received (i) projections in form and substance reasonably acceptable to the Administrative Agent and (ii) audited consolidated financial statements of the REIT and its consolidated subsidiaries for the 2014, 2015 and 2016 fiscal years.
Task: Classify this clause into ONE of these types (... | Label: Financial Statements |
6aa01d91-0409-4b20-a03c-106b78eafe8b | Clause:
Unless otherwise mutually agreed by the Parties, the arbitration proceeding shall be conducted in [*CONFIDENTIAL*] . The Parties agree that they shall share equally the cost of the arbitration filing and hearing fees, the cost of the independent expert retained by the Arbitrators, and the cost of the Arbitrator... | Label: Costs |
a9933e2d-79a2-4fc2-8a26-06f9c510c307 | Clause:
Subject to Section 7, this Agreement represents the entire agreement between the Company and the Grantee with respect to these Restricted Shares and supersedes all prior agreements whether in writing or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Entire Agreements |
50a3282b-92ca-4c75-b7ee-a0cb6fd564a5 | Clause:
(a) Unless previously terminated, the Initial Term Commitments shall automatically terminate on the Effective Date immediately after the funding of the Initial Term Loans and (ii) the Revolving Commitments shall automatically terminate on the Maturity Date for Revolving Loans. In the event the Effective Date sh... | Label: Terminations |
2731a24c-ba60-422c-b029-79a7cb853610 | Clause:
All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by express mail or courier or by certified mail, first class postage prepaid or by facsimile, to the intended party at th... | Label: Notices |
9ab7aeb3-0e01-45e3-a733-9dc70a3e8d0c | Clause:
All amounts due under this Section 9.04 shall be payable not later than five Business Days after demand therefor.
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: Payments |
6c9b71a7-7d4b-4c9b-98dc-c994697a1c89 | Clause:
IWMG hereby represents and warrants that IWMG has not endorsed, sold, transferred, assigned or pledged any of the Exchanged Shares and is the sole record and beneficial owner of the Exchanged Shares free and clear of any liens, encumbrances, or other rights of third parties. IWMG acknowledges that the SPUD SHAC... | Label: Agreements |
ecac1cd0-70c9-4db6-9e7a-a5625002ff72 | Clause:
The Lenders agree to indemnify the Agent in its capacity as such (to the extent not reimbursed by Holdings or the Borrowers and without limiting the obligation of Holdings or the Borrowers to do so), ratably according to their respective Pro Rata Shares in effect on the date on which indemnification is sought u... | Label: Indemnifications |
147fdfc7-0f51-425d-afe6-b05d84c61391 | Clause:
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement is invalid or unenforceable, the Parties shall negotiate in good faith to modify the provisions of this Agreement as ... | Label: Severability |
7bcaf334-1b77-446e-ad11-f9643b5b1256 | Clause:
All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally by hand or by overnight courier, mailed by United States first-class mail, postage prepaid, sent by facsimile or sent by electronic mail directed (a) if to an Investor, at such I... | Label: Notices |
e769a927-ead0-47a1-9e58-a36a2d1883e4 | Clause:
This agreement may be executed in two or more counterparts each one of which shall 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 agreement by telecopier, facsimile or other electronic tr... | Label: Counterparts |
c952eaab-7442-4fed-a1a3-cc71c0abc81d | Clause:
Section headings in this First Amendment are included herein for convenience of reference only, are not part of this First Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this First Amendment.
Task: Classify this clause into ONE of these types (exactly on... | Label: Headings |
a2a875f0-a87a-4dec-bcf5-b2f1f105e331 | Clause:
If a Participant ceases to be an employee (or Consultant or Non-Employee Director) of the Corporation or an Affiliate during the Restriction Period for any reason other than reasons which may be specified in an Award Agreement, the Award Agreement may require that all non-Vested Restricted Awards previously gra... | Label: Forfeitures |
6da5f542-4baf-4214-9311-613729722657 | Clause:
This Agreement and its schedules hereto constitute the complete and only agreement between the Parties on the subject matter of this Agreement and replaces all previous oral or written agreements, contracts, understandings and communications of the Parties in respect of the subject matter of this Agreement.
Ta... | Label: Entire Agreements |
5a700a15-8409-425b-8fa8-2bc539861cc7 | Clause:
The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be; provided, however, that as the Company has specifically contracted for the Services to be provided by the Consultant hereunder, the Consult... | Label: Assignments |
0b95a35e-d270-4c47-8219-a4311d74876c | Clause:
By proceeding with this transaction following the expiration of the Due Diligence Period, Buyer shall be deemed to have made its own independent investigation of the Property, the Property Information and the presence of Hazardous Materials on the Real Property as Buyer deems appropriate. Accordingly, subject t... | Label: Releases |
aade8aef-bc7e-490c-9cd8-2e4971f8de0c | Clause:
Notwithstanding anything to the contrary herein, the parties expressly acknowledge and agree that this Agreement will not become effective until each party has duly executed and delivered its respective signature hereto. Executive acknowledges and agrees that the Company’s decision to execute and deliver this A... | Label: Effectiveness |
338d7c8a-f2a3-4c36-908c-6c66559247ac | Clause:
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller all of Seller's right, title and interest in and to the Property. At the Closing, Seller shall contribute, transfer, assign, convey and deliver to Purchaser, and Purchaser shall assume, free and clear of all Liens other than Permi... | Label: Sales |
3487b935-d97e-44f0-a21a-f030045a53e7 | Clause:
Each of the Administrative Agent, the Lenders and the LC Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, trustees, officers, employees, agents, advis... | Label: Confidentiality |
f5e285a7-6cd9-4640-8a96-27088974b270 | Clause:
The audited Consolidated financial statements of the Borrower, for the fiscal year ended December 31, 2016 and the unaudited Consolidated financial statements of the Borrower for the Quarterly Reporting Period ended July 1, 2017, furnished to the Administrative Agent and the Lenders, have been prepared in accor... | Label: Financial Statements |
f8900566-464a-4081-ad1a-b970e9c9274f | Clause:
The parties hereto agree that all provisions of this Lease are to be construed as both covenants and conditions as though the words importing such covenants and conditions were used in each separate paragraph. Subject to any provisions hereof restricting assignment or subletting by Tenant and subject to the pro... | Label: Binding Effects |
a3147098-247e-410c-824a-fa58913693fb | Clause:
No Loan Party has retained the services of any broker to assist such Loan Party in obtaining the benefits of this Agreement unless (i) such broker has been paid (or is paid on the Original Closing Date) the full amount due such broker in such regard, and (ii) such broker executes in favor of Agent a broker’s re... | Label: Brokers |
c78f158c-9b0a-497e-ae8c-fc9e6fee912c | Clause:
This Agreement shall not have been terminated as to the Purchaser in accordance with Section 6.5 .
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: Terminations |
fc646461-a0ff-4221-be9f-746f494f6f25 | Clause:
The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement. Unless the context requires otherwise, all references in this Agreement to Sections, Articles or ... | Label: Headings |
e866c797-18e4-42ab-a187-67cf468d0cd0 | Clause:
In the event of any stock dividend, subdivision or combination of shares, reclassification, or similar transaction affecting the shares covered by this Award, determined by the Committee to be covered by this Section 7, a proposed dissolution or liquidation of the Corporation, a merger of the Corporation with o... | Label: Adjustments |
edda8be7-f9ca-4a26-96d6-bc9a9f8d6de9 | Clause:
If (a) any Preferred Shares are placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under this Certificate of Designations with respect to the Preferred Shares or to enforce the provis... | Label: Enforcements |
72e820a8-ad3b-41c6-9688-c10ff06d4cf3 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the Issuing Bank whi... | Label: Amendments |
62537955-d799-4f3a-a4dc-a00e729c37dd | Clause:
During the Employment Term, the Executive shall serve as the Chief Operating Officer of the Company, reporting directly to the President of the Company. In such position, the Executive shall have such duties, authority and responsibility as are consistent with the Executive’s position.
Task: Classify this clau... | Label: Positions |
610b5563-188c-4841-b981-51754a01bf23 | Clause:
Each of the Lenders (as defined in the Existing Credit Agreement, the “ Existing Lenders ”), the Lenders and the Administrative Agent have agreed among themselves, in consultation with the Borrower, to effectuate an assignment and assumption with respect to the Existing Lenders’ (a) rights and obligations in th... | Label: Assignments |
6ab8ad83-fa37-4983-b263-0a4e248cd89c | Clause:
For and in consideration of the mutual benefits to be derived here from, and subject to the terms and conditions hereinafter set forth, Seller shall sell, transfer, convey and deliver to Buyer at closing, and Buyer shall purchase and acquire at closing an undivided 90% of all right, title, interest and estate o... | Label: Sales |
17175f04-b568-43c0-af8f-7bbd7626b480 | Clause:
Subtenant shall indemnify, protect, defend, and hold harmless Sublandlord and each of its affiliates, partners, members, directors, officers, employees, and agents, from and against any and all claims, suits, demands, liabilities, damages and expenses of every kind and description, including reasonable attorney... | Label: Indemnity |
2d5fefc9-1a81-44b0-b3f8-8ea3962b5c13 | Clause:
The Borrower shall, and shall cause each of its Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, notice, mortgages, deeds of trust and caveats) that may ... | Label: Further Assurances |
7b1b4ccd-bedb-46b0-8411-13e0c9118d62 | Clause:
Each Pledgor agrees that it will, at any time and from time to time upon the written request of Pledgee, execute and deliver all assignments separate from certificates or stock powers, financing statements and such further documents and do such further acts and things as Pledgee may reasonably request consisten... | Label: Further Assurances |
b2253e24-b21b-4de4-a966-6ec9e5ecca3e | Clause:
This Agreement may be terminated at any time by the mutual written consent of the Company and the Sellers. Furthermore, this Agreement shall automatically terminate and be of no further force and effect, in the event that the conditions in paragraph 1(b) of this Agreement have not been satisfied within 10 busin... | Label: Terminations |
f8331f75-1cef-4036-88ed-e5f78c39511c | Clause:
This Agreement (including the documents and the instruments referred to herein), together with the Merger Agreement, the Confidentiality Agreement (as such term is defined in the Merger Agreement), the Escrow Agreement, the Registration Rights Agreement and the Support Agreements (as such term is defined in the... | Label: Entire Agreements |
74fb0363-f43a-48ea-8f3c-23481115b583 | Clause:
This Agreement shall inure to the benefit of and be binding upon Sempra Energy, its successors and assigns. Sempra Energy may not assign this Agreement to any person or entity (except for a successor described in Section 16(c), (d) or (e) below) without the Executive’s written consent.
Task: Classify this clau... | Label: Successors |
d2133c85-626e-4eb1-8c87-d34fe2aed906 | Clause:
This Fifth 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 signature page of this Fifth Amendment by facsimile trans... | Label: Counterparts |
dbf7632d-af1d-460f-b328-111fdc312efb | Clause:
Each of the Borrower and its Restricted Subsidiaries (i) is duly organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its organization or incorporation, and (ii) has the requisite power and authority to conduct it... | Label: Organizations |
9c6cc418-b7d9-4b3b-97f9-7e5da7887a0f | Clause:
This Agreement has been duly executed and delivered by the Optionee and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes the legal, valid and binding obligation of the Optionee, enforceable in accordance with its terms.
Task: Classify this clause into ONE of these ... | Label: Enforceability |
40f0ad93-1fa3-46bd-941a-46fcdfaccb9a | Clause:
This Plan shall be governed by the laws of the State of New York without regard to the principles of conflict of laws.
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: Governing Laws |
6b422d46-b77c-4d4e-a116-6525bec0230e | Clause:
The Agreement shall become effective on January 3, 2017, and shall remain in full force and effect until terminated pursuant to the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Terms |
036af2cf-13c6-4e58-a319-afdbe1d2b8ba | Clause:
I hereby assign, and agree to assign automatically upon creation, to the Company, without additional compensation, my entire right, title and interest (including, without limitation, all Intellectual Property Rights) in and to (a) all Inventions that are made, conceived, discovered or developed by me (either al... | Label: Assignments |
31856870-dfb4-499f-891a-0a4246ccbf96 | Clause:
This letter agreement is for the benefit of the Administrative Agent, the Collateral Agent, the Specified Bank Products Provider, the Loan Parties and each of their respective successors and assigns (including any successor Administrative Agent or Collateral Agent pursuant to Section 10.06 of the Credit Agreeme... | Label: Miscellaneous |
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