id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
a0b6404b-7319-4a8e-b894-85b409390cc7 | Clause:
Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Loan Party, threatened) claims (other than routi... | Label: Erisa |
0d908655-4b4c-4482-8e7a-8e60b94c7a87 | Clause:
This Agreement has been duly executed and delivered by the Purchaser and, subject to Equitable Principles, constitutes the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Binding Effects |
8f63695d-5957-4031-9327-ce9d69d61d39 | Clause:
Except as to matters governed by United States federal law or the Delaware General Corporation Law, the Plan, all Award Agreements and all determinations made and actions taken under the Plan and any Award Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without... | Label: Governing Laws |
facc2f6c-2178-421b-a208-b2002fcfaf12 | Clause:
The Grantee shall, not later than the date as of which the receipt of this Agreement becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Board for payment of any federal, state, and local taxes required by law to be withheld on account of such tax... | Label: Tax Withholdings |
f56cf2ed-31e1-4557-a639-366e3851f707 | Clause:
THIS PERFORMANCE GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)).
Task: Classify this clause into... | Label: Governing Laws |
3266348f-5cdb-421f-8172-75c7e8ad8218 | Clause:
Tenant acknowledges that the content of this Lease and any related documents are confidential information. Tenant shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant's financial, legal, and space planning c... | Label: Confidentiality |
f8d2eeb6-046d-4ded-b91b-4580b78e6896 | Clause:
Subject to the proviso to Section 3.01(a), each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, unless and until the Discharge of Senior Obligations has occurred, it will not commence, or join with any Person (other th... | Label: Cooperation |
d7732583-2632-40cc-ac0b-0cd6bcb9cb30 | Clause:
Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Com... | Label: Remedies |
7b2fcdb2-434d-4764-86bf-a20bed53d1b8 | Clause:
This Agreement contains the entire agreement among the parties, and supersedes all prior agreements, representations and understandings of the parties, relating to the subject matter of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Entire Agreements |
5c5b6032-2df5-4f8f-a27c-dc182e68808b | Clause:
Prior to delivery of any shares of Common Stock pursuant to the vesting of any Performance Units, the Company has the right and power to deduct or withhold, or permit Participant to remit to the Company, an amount (including an amount of shares of Common Stock) sufficient to satisfy all applicable tax withholdi... | Label: Withholdings |
e5753cea-9ca5-4017-b1c1-33855d39432f | Clause:
The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof. Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Agreement dictates, the plural shall be read as the... | Label: Headings |
068ef03c-32c2-48e7-9cfb-b352a8c58411 | Clause:
This Agreement, the Common Unit Purchase Agreement and the other agreements and documents referred to herein are intended by the parties 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 subje... | Label: Entire Agreements |
6bf96761-bf6c-4876-96c9-65f554127a47 | Clause:
The execution, delivery and performance of the Registered Offering Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation or the By-laws; or (ii) conflict with, or constitute... | Label: No Conflicts |
af3828c6-086c-4a8a-9fd1-ce01f586bb32 | Clause:
No amendment or waiver of any provision of this Agreement or any other Transaction Document, or consent to any departure by the Seller or the Servicer therefrom, shall be effective unless in a writing signed by the Administrator, the Majority Purchaser Agents and the LC Bank and, in the case of an amendment, by... | Label: Amendments |
06dfb598-133c-403c-a35b-f404bb279eae | Clause:
Pledgor shall timely file all tax returns that are required to be filed by it and shall timely pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such ... | Label: Taxes |
52e9e445-d00b-4262-aaad-5a28df5b442e | Clause:
The Company's obligation to issue or deliver Shares or pay any amount pursuant to the terms of any Award granted hereunder shall be subject to satisfaction of applicable federal, state, local, and foreign tax withholding requirements. To the extent provided in the applicable Agreement, and in accordance with s... | Label: Withholdings |
cd40f755-b90b-4e8e-b05a-f08649c53c61 | Clause:
Headings are given to the Sections and subsections of the Agreement 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 Agreement or any provision thereof.
Task: Classify this clause into ONE of these ty... | Label: Headings |
b82a815f-83a8-4f97-b26f-ec226e4149e1 | Clause:
Upon exercise of an Option, the Company shall withhold a sufficient number of shares to satisfy the Company’s minimum required statutory withholding obligations for any taxes incurred as a result of such exercise (based on the minimum statutory withholding rates for federal and state tax purposes, including pay... | Label: Withholdings |
96dc418b-e3ac-45e5-bbb2-1ce23d33f9bc | Clause:
The Company may amend this Plan, in whole or in part, at any time, provided, however, that no amendment shall be effective to decrease the balance in any Account as accrued at the time of such amendment. Any amendment which would allow officers of the Company to participate in the Plan shall require the approva... | Label: Amendments |
a8e16fc6-3996-4b47-92e7-cae19de38264 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Stock) will not (i) result in a violation of the articles of association or other... | Label: No Conflicts |
e501b679-8204-4bdf-9d90-096f66643d6d | Clause:
A permanent FHA fully-insured Mortgage Loan secured by a Mortgage on a Property.
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 Sala... | Label: Definitions |
54682395-9928-40d0-ade7-69ccfe5f4727 | Clause:
The Restricted Stock Units subject to this Award shall vest with respect to 100% of the total Restricted Stock Units subject to this Award on the first anniversary of the Grant Date, or, if earlier and only if the Participant is not re-elected as a Director at such annual general meeting, the date of the next a... | Label: Vesting |
1f274959-cd1d-47ab-9e46-53e179fd2dfb | Clause:
To the extent that the receipt of the Option, this Agreement or the Cover Sheet, the vesting of the Option or the exercise of the Option results in income to Optionee for federal, state, local or foreign income, employment or other tax purposes with respect to which the Company or its subsidiaries or any Affili... | Label: Tax Withholdings |
d013c90d-114c-4bb4-862e-0a82f3b5b091 | Clause:
Executive agrees to disclose the restrictive covenants contained in Sections 5.2 and 5.3 of this Agreement to any prospective employer prior to employment with the prospective employer both during his employment by the Employer and for a period of one (1) year following termination of employment with the Employ... | Label: Disclosures |
dc0651d1-3f82-4c9c-a196-a6a48a4e647b | Clause:
Employee’s employment and all offices and directorships with the Company and its affiliates shall terminate effective on the date of execution of this Agreement, but no later than August 31, 2017 (the “Termination Date”). Employee agrees that Employee will not seek or obtain any further employment with the Comp... | Label: Terminations |
c07f147d-800b-4941-b8ca-6e0542427813 | Clause:
Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with Anti-Corruption Laws, ERISA and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 exc... | Label: Compliance With Laws |
ea9b9ceb-8f6a-4162-8056-42cc51249776 | Clause:
The Executive shall report to the Board. In such position, the Executive shall have such duties, authority, and responsibility as are consistent with the Executive’s position as the Chief Executive Officer of the Company or as are otherwise delegated to him from time to time by the Board.
Task: Classify this c... | Label: Duties |
b105d804-fce9-4085-9247-2bc0cdff4545 | Clause:
This Agreement shall not be modified, in whole or in part, except by a written amendment signed by both Parties.
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: Amendments |
830fb619-a146-4073-8fee-e2f2bd71d99a | Clause:
This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to any conflict of law rule or principle that would give effect to the laws of another jurisdiction.
Task:... | Label: Governing Laws |
d86f4e36-8ceb-440e-9720-843f59ce64e0 | Clause:
Subject to the terms of this Amendment, Lender hereby waives the Specified Default and any consequences thereof. This waiver is limited to the Specified Default, is only for the calculation period as of November 30, 2016, and does not extend to any other default or Event of Default that may have occurred or be ... | Label: Waivers |
1e6ef6bf-9931-458a-b5d8-48ceec0c2293 | Clause:
This Agreement has been duly authorized by all necessary action on the part of Purchaser, has been duly executed and delivered by Purchaser, constitutes the valid and binding agreement of Purchaser and is enforceable in accordance with its terms. The person executing this Agreement on behalf of Purchaser has th... | Label: Authorizations |
44ec6564-8110-4e33-9728-2d695e905c0c | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the United States and, to the extent state law may be applicable, the laws of the State of Ohio applicable to contracts made and to be performed wholly within Ohio without regard to the conflicts of laws principles thereof. The par... | Label: Governing Laws |
8ff83aaa-bdfb-410d-9e03-df5f32237f81 | Clause:
Except as disclosed in Schedule 3(e), the execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Purchase Shares again... | Label: No Conflicts |
053b6ddb-fae6-4e0a-921c-a9b5a6cd0440 | Clause:
In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a " Proceeding "), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Exe... | Label: Indemnifications |
83438bab-1e1c-43e4-b133-4b7105112761 | Clause:
The representations, warranties and covenants of the Company and Can-Fite contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Warranties |
10b9f6ff-1351-45b7-9eb8-cfb348bd2b99 | Clause:
In the event that the Servicer is terminated or resigns in accordance with the terms of this Indenture, the Backup Servicer agrees to continue to perform its duties and obligations hereunder and in the Backup Servicing Agreement without interruption. The Backup Servicer agrees to cooperate in good faith with a... | Label: Cooperation |
78fa291d-ffa1-4642-a638-bc4a29d5779e | Clause:
The Company and its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement (taking into account applicable extensions) (except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect) and hav... | Label: Taxes |
da893b02-9d7d-48d3-90fb-357e39540502 | Clause:
Assignee covenants and agrees to indemnify and hold harmless Assignor for, from and against any actions, suits, proceedings or claims, and all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in connection therewith, arising out of any breach of any of the Leases or the Co... | Label: Indemnifications |
b142d1ef-7453-49b0-ae0c-a48d7a417809 | Clause:
Receipt by the Administrative Agent of a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after the effectiveness of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Solvency |
6d35e6c2-4fd8-410a-af22-00ffd399f8df | Clause:
If any provisions of this Agreement as applied to any part or to any circumstances shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances, or the validity or enforceability o... | Label: Severability |
c867d432-bd08-4ab4-bb0a-d6d6e541b2b2 | Clause:
All notices, requests and demands to or upon the Administrative Agent or any Guarantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice addr... | Label: Notices |
66e291da-51bc-4b3b-835e-f3bc39e40c8f | Clause:
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any United States Federal or New York State court sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to thi... | Label: Consent To Jurisdiction |
2b179298-73d2-421f-9700-77726d8c055b | Clause:
Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the tra... | Label: Confidentiality |
bc1543d6-c963-4e93-9b00-9fbf44ab5b14 | Clause:
This Settlement Agreement constitutes the entire agreement and understanding between the Settling Parties with respect to the subject matter hereof, and there are no representations, understandings, or agreements relative hereto which are not fully expressed herein. This Settlement Agreement may not be modified... | Label: Entire Agreements |
b183e990-49ab-46c7-a2c5-fae8abe4eecd | Clause:
In the event of a corporate event described in Section 4.5 of the Plan, this Award and the RSUs granted hereunder shall be adjusted as set forth in Section 4.5 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Adjustments |
56d18b31-dc3c-4bcb-af3b-dc1c51649290 | Clause:
This Agreement together with the other Secured Credit Documents and the First Lien Security Documents represents the agreement of each of the Grantors and the First Lien Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Granto... | Label: Integration |
233dcfa4-1a30-4027-a17a-ac258f6402ce | Clause:
(%3) Jurisdiction. Each of Holdings and the Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Agent, any Lender or any Related Party of th... | Label: Jurisdictions |
007310d0-871c-4b28-9c69-61fc58112d27 | Clause:
The Borrower will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that this Section ... | Label: Existence |
9199b899-fc5d-4fdc-8a1b-bc269636002b | Clause:
During the Term, the Executive shall be entitled to four weeks paid vacation each full calendar year. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive. Holidays shall be provided in accordance with Company policy, as in effect from time to time.
Task: Clas... | Label: Vacations |
526afd40-8ecb-4315-afbd-86e1a7fd764b | Clause:
All costs concerning the further use or importation by Customer of any Product resulting from the Services are to be borne by Customer, including any administration fees connected with the marketing of the Product, even if the respective administrative authority should charge Rentschler directly. For any such f... | Label: Fees |
ab3bf707-3ace-4425-ad23-d9c4c5fc4c8c | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed as original, but all of which together shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Counterparts |
9f42a9f0-c96b-4c53-a60d-ea4a59cb898b | Clause:
On or before 9:00 a.m., New York City time, on the Business Day immediately following the date hereof, the Company shall issue a press release (the “ Press Release ”) reasonably acceptable to Intrexon disclosing all material terms of the transactions contemplated hereby. On or before 5:30 p.m., New York City ti... | Label: Publicity |
f60bce44-6930-4225-b96b-0a11f32c90fa | Clause:
The Borrower may, upon notice to the Facilities Administrative Agent, terminate the Aggregate Revolving Credit Commitments or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments or the Swing Line Sublimit; provided that (i) any such notice shall be receive... | Label: Terminations |
436b2972-c8f0-4c96-8892-a5f4414eac69 | Clause:
Any notice required or permitted to be given by either party under this Agreement will be in writing and will be personally delivered or sent by commercial courier service, first class mail (certified or registered), or electronic mail confirmed by first class mail (registered or certified) to the other party a... | Label: Notices |
88238140-e452-4536-8b1a-194ed144dc58 | Clause:
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ... | Label: Miscellaneous |
35a7b429-48f6-4435-bb2b-d679d61f6794 | Clause:
The proceeds of the Loans will be used only for working capital and general partnership, corporate or company purposes, as applicable, of the Borrower and its Subsidiaries, including acquisitions of and investments in Subsidiaries, Excluded Ventures and other Persons, and distributions. No part of the proceeds ... | Label: Use Of Proceeds |
3e5b5af2-4682-4a7b-ac55-c260695da615 | Clause:
Neither the Company nor any of the Subsidiaries is, or with the giving of notice or lapse of time or both, will be after giving effect to the execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (i... | Label: No Conflicts |
3a288bc7-4475-485e-a007-d698926760ae | Clause:
The proceeds of the Loans will be used only for working capital needs and general corporate purposes, including the repayment of debt and permitted acquisitions. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations o... | Label: Use Of Proceeds |
d45c53a7-a196-4e33-ab6e-8de84390f016 | Clause:
Executive shall be paid a base salary of Three Hundred Thousand Dollars ($300,000) per annum, with such increases thereafter as may be determined by Employer (the “Base Salary”) in its sole discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Base Salary |
dd2f5544-1ae4-4a9f-a25d-18f47e75def4 | Clause:
If any provision of the Plan or any Award Agreement or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan, any Award Agreement or any Award under any law deemed applicable by the Committee, such provision ... | Label: Severability |
6f0876f7-e413-4fae-81e7-f5b14e3a1777 | Clause:
Seller agrees to sell the Property to Purchaser, and Purchaser agrees to purchase the Property as provided herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Sales |
f881f93a-33dc-446a-bb70-8fabf5e41f08 | Clause:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEBTOR, FLEX WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR B... | Label: Waiver Of Jury Trials |
166f1d59-665e-4baa-b858-0e3c2af945ec | Clause:
As a condition of employment, you must execute, and abide by the obligations in, the enclosed Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement simultaneously with the execution of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Confidentiality |
0e66b565-5cb1-4900-b8ef-052c354cd25c | Clause:
THIS MORTGAGE AND THE LOAN DOCUMENTS, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW MEXICO, WITHOUT REGARD TO CONFLICTS OF LAWS ... | Label: Governing Laws |
4ca894d9-302d-4e80-82c9-d6f59478af4e | Clause:
This Agreement shall become effective when it shall have been executed by the Borrower, the U.S. Loan Parties, the Lenders, the Administrative Agent and the U.S. Collateral Agents. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of the Borrower (in each case except for... | Label: Binding Effects |
890e5754-f327-4f24-8237-b0d0a50ee415 | Clause:
Each party shall indemnify and hold the other harmless against any claim of liability or loss (including reasonable attorneys’ fees and costs) from personal injury or property damage resulting from or arising out of the use and occupancy of the Shared Space or the Shared Equipment by the indemnifying party, its... | Label: Indemnity |
846011e4-be69-4011-9c0c-61ffd261dacd | Clause:
The Company hereby retains the Consultant to personally render to the Company the services described in the Consulting Services Description attached hereto as Exhibit A (the "Contract Services").
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Duties |
12aa6e5b-aab5-495f-95b3-0614a4d2d4a9 | Clause:
As of the Effective Date, both before and after giving effect to (a) the Transactions to be consummated on the Effective Date and (b) the payment and accrual of all fees, costs and expenses in connection therewith, the Company and its Subsidiaries, on a consolidated basis, are and will be Solvent.
Task: Classi... | Label: Solvency |
a2dcb3c6-f2e3-41d0-9c90-bbd12ed4c004 | Clause:
This Agreement and any Terminal Service Order may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and th... | Label: Counterparts |
19522e86-d64b-4445-a22b-13dc3b01ab38 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Backup Servicer, the Image File Custodian, each Agent, the Secured Parties and their respective successors and permitted assigns and, in addition, each Hedge Counterparty shall be an express third-party beneficiary ... | Label: Binding Effects |
3ad28784-12fd-40ab-becf-e1a2800faf90 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to constitute one and the same instrument. An executed signature page of this Agreement delivered by facsimile transmission or by electronic mail in “portable d... | Label: Counterparts |
20525121-46ed-4411-9e05-50d8d6adf3b7 | Clause:
Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Third Restatement Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the mak... | Label: Representations |
4b287a30-ec38-4356-814e-398b7a7e2972 | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Initial Purchaser shall be directed to Barclays Capital Inc. at 745 Seventh Ave., New York, New York 10019, attention... | Label: Notices |
d1eb0299-9efd-422f-b68e-01c231594e80 | Clause:
Each of the undersigned further agrees that any action or proceeding brought or initiated in respect of this Agreement may be brought or initiated in the United States District Court for the State of Nevada or in any District Court located in Clark County, Nevada, and each of the undersigned consents to the exe... | Label: Jurisdictions |
f5c4afea-6a58-487e-85c0-dd2f52ccec42 | Clause:
This Agreement and any documents and agreements executed in connection with the Transactions embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contract... | Label: Entire Agreements |
c6cbdc91-ed23-4f1d-bf76-93190435a60c | Clause:
The Agent shall be authorized to treat the Residual Loans and the Advances (other than the Residual Loans) as two separate loan facilities under the Loan Documents for administrative purposes, including for purposes of distributing payments and notices with respect to Residual Loans and Advances (other than Res... | Label: Miscellaneous |
74e9cfc5-f595-45b8-bd14-78b0728b1777 | Clause:
Buyer shall use commercially reasonable efforts to integrate the Company’s Business with Buyer’s operations. Buyer and Founders shall mutually determine (subject to and based upon the Governance Plan) whether to place new business in or with Buyer’s or Company’s locations, employees and/or personnel, based in ... | Label: Integration |
06395249-fb07-4813-9a99-db27d7232789 | Clause:
This Agreement may be executed and delivered (including by facsimile transmission of portable document format (“.pdf”)) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall ... | Label: Counterparts |
79808fb7-b35a-4e85-99fe-548f4b9fa60a | Clause:
All limited partnership action on the part of such TCV Holder necessary for the authorization, execution, delivery and performance by such TCV Holder of this Agreement, and the consummation of the transactions contemplated hereby, has been taken. This Agreement has been duly and validly executed by such TCV Hol... | Label: Authorizations |
5e94e140-c23d-4ddf-8d92-e1a707546048 | Clause:
Executive shall be the Chief Executive Officer and President of the Company. Executive shall report to the Board of Directors of the Company (the “ Board ”). In addition, if the Board appoints an Executive Chairman of the Board and/or an Executive Vice Chairman of the Board, Executive shall also report to such ... | Label: Positions |
ec6f5d5a-c8e1-4dff-bfab-e7f557a486fa | Clause:
This Agreement may be executed in one or more counterparts, including by means of facsimile or other electronic method, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile or other electron... | Label: Counterparts |
55501f4a-6e25-48a1-b6e7-482fbd81407f | Clause:
This Amendment and the rights and obligations of the parties hereunder 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, Ap... | Label: Governing Laws |
3f611e66-b2d4-4008-bea2-5def9107abcd | Clause:
No party may assign its rights or delegate its obligations under this Agreement to any Person without the prior written consent of the other party; provided , however , that Marine shall be entitled to assign this Agreement to any Subsidiary of Marine without obtaining the consent of SEACOR. Any attempted or pu... | Label: Assignments |
02e43b18-0b97-434c-bf9f-b189167e4e2a | Clause:
Any sale of any portion of the Trust Estate pursuant to Section 8.15 .
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: Sales |
e4833af9-bea2-42ee-bf8c-8a02be9341e2 | Clause:
This Unit Issuance Agreement may not be amended except in writing signed by the Company and MJG and the Trust. Notwithstanding the foregoing, this Unit Issuance Agreement may be amended in writing signed only by the Company to: (a) correct any errors or ambiguities in this Unit Issuance Agreement; and/or (b) to... | Label: Miscellaneous |
f97634a3-0b9c-4416-91ac-927e4f013c90 | Clause:
Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that (a) no amendment shall impair the rights of the Participant under this Agreement without the Participant’s written consent, and (b) the Participant’s co... | Label: Amendments |
2da42221-1458-4855-a2d2-9ab01b1ca254 | Clause:
Each Swingline Loan shall be deemed to be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest at the rate provided in Section 2.06(a). Interest on each Swingline Loan shall be payable to the Administrative Agent on the Interest Payment Dates applicable to such Swingline Loan except ... | Label: Interests |
ab645ca1-82ba-4fbf-b243-4bb4f896dcd4 | Clause:
The Participant agrees not to disclose the terms of this Agreement to anyone other than the members of the Participant’s immediately family or the Participant’s counsel or financial advisors and agrees to advise such persons of the confidential nature of the grant of the SARs. For the avoidance of doubt, (a) n... | Label: Confidentiality |
4d2b207b-96bb-4bc1-8cbc-2309b9b1135c | 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 Issuing Bank) to the Issuing Bank and the Admini... | Label: Amendments |
85d0e0e3-4883-4de2-83dd-853e90efef00 | Clause:
Mr. Fortnum acknowledges and agrees that (a) both this Agreement and the Non-Compete Agreement are necessary and appropriate to protect the Company's and its affiliates' legitimate business interests; and (b) the parties are entering into this Agreement and the Non-Compete Agreement as two documents at his requ... | Label: Enforcements |
c3376e76-fba7-4955-ae32-9fae0887ed18 | Clause:
The Sub-Originator will maintain in effect, at the Sub-Originator’s expense, such casualty and liability insurance as the Sub-Originator deems appropriate in its good faith business judgment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Insurances |
4ccb05c1-f7dc-4e01-932a-c587e86cd366 | Clause:
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the validity of the other provisions of this Agreement shall not be impaired. If any provision of this Agreement shall be deemed invalid as to its scope, then, notwithstanding... | Label: Severability |
c864e110-b067-4023-80a2-d73f4c2cd000 | Clause:
Any notice required or provided for in this Agreement to be given to any Party shall be mailed certified mail, return receipt requested, or hand delivered, to the Party at the last known address for the Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Notices |
0e3106a3-f10a-486d-aa66-5f99c38cc72c | Clause:
The obligations of Guarantor under this Guaranty and any instrument which grants collateral to secure such obligations and the rights of Agent under this Guaranty shall continue in full force and effect until the earlier of the following have occurred: (a) the Obligations under the Loan Documents have been full... | Label: Terms |
2a33cfc1-038d-42a5-84a6-63b7c68bf2fd | Clause:
Use, and cause any Subsidiary to use, the proceeds of the Loans solely (i) to refinance the Debt to be Repaid, (ii) to pay fees and expenses associated with this Agreement and (iii) for general corporate purposes of the Borrower and its Subsidiaries.
Task: Classify this clause into ONE of these types (exactly ... | Label: Use Of Proceeds |
6b07db6f-3995-4ef6-b269-1675b3921360 | Clause:
Subject to the terms of Section 2.3(a), the Closing shall be held on the Closing Date not later than the Applicable Closing Deadline by mutually acceptable escrow arrangements. There shall be no requirement that Sellers and Buyer physically attend the Closing, and all funds and documents to be delivered at the ... | Label: Closings |
61d41ec1-bbee-46de-a7e0-8eec0d38cc1b | Clause:
Following Executive’s termination or resignation, Executive shall assist and cooperate with Playa Resorts and the Playa Affiliates in the orderly transition of work to others if so requested by Playa Resorts or the Playa Affiliates. Executive shall cooperate with Playa Resorts and the Playa Affiliates and be re... | Label: Cooperation |
a80b074b-139e-4e1e-a919-dcfd9de13cf9 | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 12.8 of the Credit Agreement. Except as otherwise expressly provided herein, all communications and notices hereunder to a Grantor other than the Borrower shall be give... | Label: Notices |
0ebe0c91-917b-4181-9265-fb42838a563f | Clause:
Except as otherwise provided above, your right to receive a credit of Share Units shall be forfeited automatically without further action or notice in the event that you cease to be continuously employed by Teradata through December 31, 2019.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Forfeitures |
23542178-6fd7-4425-8a96-c664091d57e6 | Clause:
The Company shall make reasonable efforts to comply with all applicable federal, state and foreign securities laws; provided , however , notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any Common Shares pursuant to this Agreement if the issuance thereof would r... | Label: Compliance With Laws |
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