id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
1f51d0a9-941e-4364-9c36-29e7276f6751 | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT... | Label: Waiver Of Jury Trials |
9b6cd289-0244-4860-b9dd-585715126be4 | Clause:
This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other tha... | Label: Governing Laws |
e70ff9f5-26cf-46eb-b666-768e6972d741 | Clause:
Settlement of all or a portion of the Award pursuant to this Section 3 is subject to the forfeiture provisions of this Section 3. Settlement of all or a portion of the Award is subject to recoupment by the Company pursuant to Section 5.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Forfeitures |
28e4ca22-b945-4373-91be-c1c0cf4fa9cf | Clause:
Bank hereby waives Borrower’s compliance with Section 6.9(c) of the Loan and Security Agreement for the period ended September 30, 2017. Bank does not waive Borrowers’ obligations under such section after the date hereof and as amended hereby, and Bank does not waive any other failure by Borrowers to perform it... | Label: Waivers |
d056b77e-d9de-4037-8d2a-a3f7761b3977 | Clause:
Neither this Agreement nor any of its terms or provisions may be amended, modified, changed, waived or discharged, except (and subject to the final sentence of this Section 20.2.8 ): (a) for the avoidance of doubt, for Manager’s right to make changes to the Total Rewards Program and Centralized Services as and ... | Label: Amendments |
81ad7c76-5e34-448a-a226-636ce6cc0187 | Clause:
Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment must be construed -- and its performance enforced -- u... | Label: Miscellaneous |
cf8faf30-ab6f-4b10-9733-e60c3ce33e2a | Clause:
If any term or other provision of this Waiver and Second Amendment is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Waiver and Second Amendment will nevertheless remain in full force and effect so long as the economic or legal s... | Label: Severability |
e3e4f872-9ddc-42a5-aa2c-b73b165a9876 | Clause:
For purposes of the Credit Agreement, the initial notice address of each Term A-3 Facility Lender and Incremental Term A-3 Lender (other than any Term A-3 Facility Lender or Incremental Term A-3 Lender that, immediately prior to the execution of this Third Amendment, is a “Lender” under the Credit Agreement) sh... | Label: Notices |
7990c76f-6ae1-4902-b442-529262ae5dd1 | Clause:
The execution, delivery and performance by each of the Borrower and each Subsidiary of this Agreement and the other Transaction Documents to which such Person is a party, do not and will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect ... | Label: Compliance With Laws |
9b4bc6bb-a20b-40ff-8d36-8e42b1093e8d | Clause:
The Plan became effective on March 3, 2015 (the “Effective Date”). This second amendment and restatement of the Plan will become effective on the date it is approved by the Company’s stockholders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Effective Dates |
355d29ea-db5b-40da-925b-5cf29b1758ae | Clause:
Since December 31, 2016, there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. Each of the Parent, the Borrower and any other Loan Party is Solvent after giving effect to Section 30 of the Guaranty. The Parent, the Borrower, the other Lo... | Label: Solvency |
d9b560aa-68cf-44ed-b625-43215b475913 | Clause:
No Default or Event of Default has occurred and is continuing as of the date hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base ... | Label: No Defaults |
7166a18d-e8b3-4ba7-b46d-b7652a5a499e | Clause:
Wherever possible, each provision of this Agreement and every other Loan Document shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or any other Loan Document shall be prohibited by or invalid under applicable law, such provision shall ... | Label: Severability |
ee13fc53-e04f-4e19-950b-fc0f4f5b1c58 | Clause:
Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Agre... | Label: Amendments |
006a8749-39f8-4150-a5ad-b43b514d7352 | Clause:
Executive will be entitled to accrue up to twenty vacation days per year that Executive remains employed by the Company. Executive’s vacation may be carried over from one calendar year to the next in accordance with Company policy.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Vacations |
77189d90-bab3-4f1f-b81c-446116932410 | Clause:
The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach. Each of the parties to this Agreement will be entitled to enforce this Agreement, specifically, to recover damages by reason of any breach of this Agreement, and to exercise all other ri... | Label: Specific Performance |
b77ad1bf-71fa-4b04-bdcc-f167322e0e39 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in this Agreement and the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the... | Label: Survival |
929946ae-663d-4d41-b8d2-1d4b46468b44 | Clause:
The Company hereby employs Executive as its Chief Operating Officer, commencing as of the Commencement Date, and Executive hereby accepts such employment with the Company, upon and subject to the terms and conditions set forth in this Agreement. Executive shall not be required to spend any particular number of ... | Label: Employment |
cb90f616-2233-4b3f-8308-a54f173af8a5 | Clause:
On the date hereof and as of each of the Funding Conditions Satisfaction Date and the Funding Date, each Loan Party hereby remises, releases, acquits, satisfies and forever discharges the Arranger, the Administrative Agent, the Lenders and their respective agents, employees, officers, directors, predecessors, a... | Label: Releases |
801ff660-ba26-41e5-9cde-bd7f29823d2d | Clause:
As of December 15, 2017, the authorized capital stock of the Company consists of: 500,000,000 authorized shares of Common Stock, of which 67,266,567 shares were issued and outstanding, and nil authorized shares of preferred stock, of which none were issued and outstanding. All of such outstanding shares of capi... | Label: Capitalization |
06a5a443-734d-4c79-a825-7dc09a81bcf0 | Clause:
If any court or governmental authority holds any provision in this Agreement invalid, illegal or unenforceable under any applicable law, then, so long as no party is deprived of the benefits of this Agreement in any material respect, this Agreement shall be construed with the invalid, illegal or unenforceable p... | Label: Severability |
6274bb0a-8bb5-476b-b250-ee849e4cff18 | Clause:
This Master Lease may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Facsimile and electronic copies shall be deemed originals.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Counterparts |
b6a5a55a-ce84-439a-a154-b70073db620b | Clause:
THE BORROWER, THE GENERAL PARTNER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELA... | Label: Waiver Of Jury Trials |
c4481bb8-8b0b-4b58-9d45-4702688a02b0 | Clause:
Except as expressly permitted in this Agreement, directly or indirectly enter into any transaction or arrangement whatsoever or make any payment to or otherwise deal with any Affiliate, except, as to all of the foregoing in the ordinary course of and pursuant to the reasonable requirements of the Borrower’s bus... | Label: Transactions With Affiliates |
5ab20f96-2425-4b63-bfaf-b72fcaf9f59f | Clause:
Empire agrees that, without the prior written consent of Getty in each instance, which consent shall not be unreasonably withheld, Empire shall not enter into any material amendment of the Purchase Agreement or grant any waiver of any of the conditions, covenants or other terms of the Purchase Agreement, if suc... | Label: Waivers |
1b01fc94-f9d8-4d6a-a7c7-f40137f08987 | Clause:
The closing of the transactions contemplated hereby (the “ Closing ”) shall take place at 10:00 a.m. (New York City time) on a business day to be specified by Parent and reasonably acceptable to the Seller, which date shall be, subject to the satisfaction or waiver of the conditions set forth in Article VII (ot... | Label: Closings |
46b3a382-3c89-42ce-a56b-6abaa510ad6e | Clause:
Any notice to the Company provided for in this Agreement will be addressed to it in care of its Secretary, John Bean Technologies Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602, and any notice to the Employee (or other person entitled to receive the RSUs) will be addressed to such pers... | Label: Notices |
1a224a66-e58c-4ca8-aa6e-9ff791ba080b | Clause:
Seller has, in respect of the Business, filed all foreign, federal, state, county and local income, excise, property, sales, use, franchise and other tax returns and reports which are required to have been filed by it under applicable law, and has paid all taxes which have become due pursuant to such returns or... | Label: Taxes |
1ba585d4-2955-474e-b46b-9d753073c320 | Clause:
The Company shall pay all reasonable expenses of the Warrant Holder, including reasonable fees and disbursements of counsel, in connection with the preparation of the Warrant, any waiver or consent hereunder or any amendment or modification hereof (regardless of whether the same becomes effective), or the enfor... | Label: Expenses |
c67f12cb-81cd-4072-8530-889e9a32377c | Clause:
The Lender’s agreement not to pursue its rights and remedies until the occurrence of the Termination Date as described in Section 2.1 herein is temporary and limited in nature. Except as expressly provided herein, (i) nothing contained herein shall be deemed to constitute a waiver of the Specified Defaults or a... | Label: No Waivers |
5e149dee-5d53-4dc3-a166-4eddf9bc92b7 | Clause:
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates, reports, notices or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution... | Label: Survival |
4de47b5a-a751-4779-99d3-b8ee9fd6b05c | Clause:
All indemnities set forth herein including, without limitation, in Section 1.13, 4.3 or 12.1 shall survive the execution and delivery of this Agreement and the making and repayment or assignment of the Term Loans.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Survival |
2e6f0af4-aeeb-4557-a068-d824fb87a009 | 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, up to an aggregate of $_________ of ... | Label: Closings |
491a8890-aadb-40ab-b4c6-443ff03ba0da | Clause:
The Issuer is duly organized and validly existing as a statutory trust and is in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. The Issuer has appo... | Label: Organizations |
856555cc-1942-4e04-9d04-5851c3aeb6a4 | Clause:
If any part of this Letter Agreement is contrary to, prohibited by, or deemed invalid under applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as pos... | Label: Severability |
99348621-2d25-4234-a615-a80339f51387 | Clause:
Employer shall have the right to withhold from the compensation payable to Lively hereunder any amounts required by law to be withheld.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Withholdings |
a64b98ea-6111-4a4a-b7fd-547e1b2925a1 | Clause:
The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such period. At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not contain any untrue statement of a material fact or omit to state an... | Label: Financial Statements |
87006eb3-91ab-45e4-be0f-929880134de1 | Clause:
This Agreement shall be construed in accordance with the laws of the State of North Carolina without reference to principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Applicable Laws |
c8698383-9eea-44a4-bfd1-f6319cd4aba0 | Clause:
Title and the risk of loss or damage to the Product shall remain at all times with the owner of the Product, subject to any lien in favor of Operator under Applicable Laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Titles |
e8ed9f55-893c-4d1d-8b9b-9b51265b8897 | Clause:
IA maintains insurance policies covering the assets, business, equipment, properties, operations, employees, officers and directors (collectively, the " Insurance Policies ") of IA that IA reasonably believes are adequate in amount and scope for the business in which it is engaged.
Task: Classify this clause i... | Label: Insurances |
8221f709-3349-4c84-94a9-36854fdce857 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law, or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions contemplated hereby... | Label: Severability |
b6f02013-f34b-423d-a435-ee42fa75a480 | Clause:
Schedule 4.12 contains a correct and complete list of all of the Registered Station Intellectual Property, all of the call letters for the Stations and any Material common law trademarks included in the Station Intellectual Property. With regard to all Registered Station Intellectual Property, Schedule 4.12 spe... | Label: Intellectual Property |
a670ac79-a800-4f34-b551-4c44b856ca2c | Clause:
This Agreement shall be construed under the laws of the State of California.
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, ... | Label: Governing Laws |
dfae6b82-5a6c-4c9a-885f-325cc3c5c9b8 | Clause:
The provisions of this Section shall survive resignation or replacement of the Administrative Agent, Collateral Agent, the Issuing Bank, the Swingline Lender or any Lender, termination of the commitments hereunder and repayment, satisfaction and discharge of the loans and obligations hereunder.
Task: Classify ... | Label: Survival |
b1692eb2-7c0b-482d-a53f-cd8efb531f48 | Clause:
All of the representations and warranties contained herein shall survive the closing of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Warranties |
93e89034-f57a-4c61-b7d3-3e5d75a7a99d | Clause:
Except for an arrangement with Goldman Sachs & Co. LLC, no broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Seller or any Acquired Company or Related Consolidated Entity.
T... | Label: Brokers |
4ca20d54-ca32-4eaf-9792-4666e714c3cf | Clause:
The Seller has retained no brokers in connection with the sale of the Assets, the Business or this Agreement. Seller shall be solely liable for any compensation due any broker or similar service provider(s) retained by Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Brokers |
0b284e24-c723-4f9b-a095-aafa028810cd | Clause:
This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. The Agreement may be delivered by facsimile or email scan transmission of a signed copy thereof.
Task: Classify this cla... | Label: Counterparts |
e71e65d8-0aad-4b92-a297-bc1e4505b924 | Clause:
Each Party shall bear its own attorney’s fees, costs and disbursements arising out of the arbitration and the costs of the Arbitrator selected by it, and shall pay an equal share of the fees and costs of the third (3 rd ) Arbitrator; provided , however , that the Arbitrators shall be authorized to determine w... | Label: Costs |
d6599d92-71c5-4150-8a80-409356204b95 | Clause:
In order to manage compliance with the terms of this Agreement, Shares delivered pursuant to this Agreement may, at the sole discretion of the Company, be registered in the name of the nominee for the holder of the Shares and/or held in the custody of a custodian until otherwise determined by the Company. To th... | Label: Consents |
df5c153c-23ca-45ca-82b8-5ec2413cc9f6 | 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, up to an aggregate of $6,425,995 of ... | Label: Closings |
9b9246c5-0f93-406c-849d-a38297404cc4 | Clause:
Bank may, at its option, charge any fees for modification, renewal, extension, or restatement of any terms of the Note(s) and the other Loan Documents not prohibited by applicable law. Without limiting the foregoing, upon any renewal of the Note(s) or a portion of the debt evidenced thereby, Borrowers shall pay... | Label: Modifications |
6c5de81b-f266-47fc-aa97-72561557e8e6 | Clause:
The Companies maintain insurance required under Section 8.6 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bindi... | Label: Insurances |
abb5f0d6-d3a2-4bbd-bf18-c7afc9cfa2d9 | Clause:
A Deferral Election shall take effect as of January 1 of the year following the year in which it is received or for the deferral of bonus Compensation payable on a Fiscal Year basis, the first day of the Company’s Fiscal Year following the Fiscal Year in which the Deferral Election is received by the Administra... | Label: Effectiveness |
cd8dce9e-51ce-419b-8fb0-9dedd9b4b992 | Clause:
All notices, demands or other communications given hereunder shall be in writing and shall be sufficiently given if transmitted by facsimile or delivered either personally or by a nationally recognized courier service marked for next business day delivery or sent in a sealed envelope by first class mail, postag... | Label: Notices |
196f6f81-8ee6-462d-865d-42980fba047d | Clause:
If any provision of this Agreement is held to be invalid or unenforceable in any respect, then the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision... | Label: Severability |
e78a2557-2c73-42ef-a0b4-c45c9ebf81bd | Clause:
No withholding under Section 1445 of the Code will be required with respect to any payment made to any Seller pursuant to this Agreement or as a result of the sale of the Purchased Interests pursuant to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Withholdings |
3b94b18a-0280-430d-a66c-356d37b847e9 | Clause:
The Borrowers shall pay all reasonable out-of-pock et fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the Credit Agreement , including, without limitation, legal fees and expenses of counsel to the Agent, and the reasonable and docume nte... | Label: Expenses |
902fc659-f479-4db2-9590-a533a6aa2357 | Clause:
A Participant’s benefits, including death and disability benefits, shall be determined by reference to the Exhibit corresponding to the Participant’s classification and status; provided, however, notwithstanding any provision of this Plan to the contrary, including any applicable Exhibit, (i) effective December... | Label: General |
dbe86cb9-1148-4060-b46a-0af1883f1d22 | Clause:
This First Amendment may be executed by facsimile and in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. This Firs... | Label: Miscellaneous |
885b6e6d-9805-4c69-a8cf-abc2a262221f | Clause:
You acknowledge that the only consideration for your execution and non-revocation of this Agreement (which includes a general release of claims) and, if applicable, your execution and non-revocation of the Second General Release are the benefits which are expressly stated in this document. All other promises or... | Label: Entire Agreements |
7abb646c-4e42-4c46-a6f1-46b209d0ccfb | Clause:
Halo shall ship the Finished Goods to Client or its designee Ex Works (Incoterms 2010) the Manufacturing Site. Risk of loss of the Finished Goods shall remain with Halo until Halo loads the Finished Goods onto the carrier’s vehicle for shipment at the shipping point, at which time risk of loss shall transfer... | Label: Titles |
c313f290-a670-448f-9d3d-97fe4b4d7b5e | Clause:
The term of this letter agreement shall continue in full force and effect from the date hereof through the fifth (5 th ) year anniversary of the Effective Time, unless earlier terminated on the earliest of the following dates: (a) the date as of which the parties hereto terminate this letter agreement by writte... | Label: Terminations |
5a139ace-c177-44a5-857e-a206d1a3849c | Clause:
The Borrower will maintain in effect and enforce policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
Task: Classify this clause into ONE of these types (exactl... | Label: Sanctions |
cd420047-64a4-424d-b398-61366b6a4a34 | Clause:
At the Closing, the Company’s obligation to the buyer with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $3,000.00 for Buyer’s legal fees and due diligence fee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Expenses |
a9b1c785-d2cc-46cb-a162-babeb0e128eb | Clause:
Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification under this Agreement, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged ... | Label: Cooperation |
1c21f0cc-d15e-4bab-9ec0-fe28b6fbb2ae | Clause:
It is the intent of the Company that the Plan and Awards that are intended to be “qualified performance-based compensation” under Code section 162(m) comply with the applicable provisions of Code section 162(m). It is the intent of the Company that the Plan and Awards comply with the applicable provisions of Co... | Label: Compliance With Laws |
b4b9cdd2-ffb9-4b88-951d-28b7908b900d | Clause:
Except as otherwise provided in an Award Agreement, if a Participant undergoes a Termination of service as a member of the Board, but such Participant continues to provide services to the Company Group in a non-employee capacity, such change in status shall not be considered a Termination for purposes of the Pl... | Label: Terminations |
eaf7a21e-2b1b-46de-aa59-bf6bfec8597a | Clause:
This Amendment is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign her rights or delegate her obligations hereunder without the prior written consent of the Company.
Task: Classify ... | Label: Binding Effects |
935a5337-d129-4429-9682-2b433bc70873 | Clause:
The titles and captions of paragraphs, sections, subparagraphs and subsections contained in this Agreement are provided for convenience of reference only, and shall not be considered terms or conditions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Headings |
7b19f686-01b0-4218-8f1f-9400bb5f1df9 | Clause:
Any notice required to be delivered to the Company under this Exercise Agreement shall be in writing and addressed to the Chief Operating Officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Purchaser under this Exercise Agreement shall be in writing an... | Label: Notices |
3232e6ba-9ade-4558-8a11-c649b80b99ea | Clause:
Borrower is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified and in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, ... | Label: Organizations |
8eaedd78-a5cc-44cf-a13c-aecf4723043f | Clause:
This Agreement and the Exhibits and Schedules attached hereto, together with the Confidentiality Agreement, contain the final and entire agreement between the Parties hereto with respect to the transactions contemplated hereby and are intended to be an integration of all prior negotiations and understandings, a... | Label: Entire Agreements |
be462dc3-bb17-4203-bd7c-590383054c1d | Clause:
This Agreement may be executed in one or more separate counterparts, all of which shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or similar electronic means (including, without limitation, Adobe Portable Document Format (“ PDF ”) or other similar types of ... | Label: Counterparts |
af4dba64-0e28-4628-bc9d-52b2dfb07c1c | Clause:
Any controversy or claim arising out of or relating to this CAB Guaranty, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules, and any temporary or final judgment or award rendered by the arbitrato... | Label: Arbitration |
58555172-dcb7-4c9d-b9f8-d2b972cc6a3f | Clause:
Landlord and Tenant each hereby waive the provisions of California Code of Civil Procedure Section 1265.130 and any other applicable existing or future Law allowing either party to petition for a termination of this Lease upon a partial taking of the Premises and/or the Property.
Task: Classify this clause int... | Label: Waivers |
1a114da4-bad0-4ccd-9d04-5b393e0c863e | Clause:
Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, any Parent Entity, the Borrower and any Subsidiary furnished to it by or on behalf of Holdings, any Parent Entity, the Borrower or any Subsidiary (other than informatio... | Label: Confidentiality |
7b2a6a3b-1969-40d2-853d-b4ba6a1d706f | Clause:
The M.I.T. Technology Licensing Office hereby represents and warrants to COMPANY as of the EFFECTIVE DATE that, subject to Section 2.6 of this Agreement, to its knowledge (i) all inventors of record that are employees of M.I.T. have assigned or are obligated to assign to M.I.T. their entire right, title, and in... | Label: Warranties |
43ce825d-a9d0-4342-98c6-e3fee37a7e48 | Clause:
This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Governing Laws |
e3f61b9a-dfbe-49c0-b03c-f6f18db4d0f5 | Clause:
Certified copies of all documents evidencing any necessary waivers, consents and approvals required by the Borrower, the Parent and the Servicer with respect to each Transaction Document to which it is a party (including, without limitation, any and all approvals required for the Borrower or the Servicer to ser... | Label: Consents |
401fca5b-cc71-4886-8219-a4ae2d0b61dc | Clause:
The Company shall pay at the Closing the legal expenses of the Investor and shall also pay the legal expenses of the Investor incurred in connection with the resale registration obligations of the Company set forth in the Registration Rights Agreement; provided that the total expenses for which the Company shal... | Label: Expenses |
b310f393-76f4-4533-845e-1732acf28d26 | Clause:
The terms and provisions of this Assignment and Assumption Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Waivers |
fafe52bb-49ab-4eab-8421-30f9b74a4fc3 | Clause:
Use the proceeds of the Credit Extensions for (i) working capital, (ii) any Permitted Acquisition, (iii) Capital Expenditures, (iv) to refinance certain existing Indebtedness on the Closing Date and (v) for other general corporate purposes and, in each case, in a manner not in contravention of any Loan Document... | Label: Use Of Proceeds |
fe9b85a4-4595-4b71-af9a-fd8f67a9a19f | Clause:
(a) Comply, and cause each of its subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include compliance with ERISA, Environmental Laws, Anti-Corruption Laws, applicable anti-terrorism and anti-money laundering laws and Sanctions, except to the extent such non-com... | Label: Compliance With Laws |
3ec6e84a-5557-431e-9c15-2466ba17cd3f | Clause:
This Agreement shall be effective as of the date hereof; provided , however , that with respect to each Delayed Consent Owner, this Agreement shall be effective with respect to such Delayed Consent Owner as of the date the applicable approval or consent pertaining to the Property or Properties owned by such Del... | Label: Effectiveness |
40aefc71-4cb3-4531-9fea-7f1d50eb3cd9 | Clause:
The invalidity or unenforceability of any particular provision in this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provision were omitted.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Severability |
b79a6db3-1894-46e6-8e75-818d52d01284 | Clause:
In the event that any provision of this Plan shall be declared illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Plan but shall be fully severable, and this Plan shall be construed and enforced as if said illegal or invalid provision had never bee... | Label: Severability |
b34db276-2541-4631-9aab-a22d4b9ae66d | Clause:
The Company may withhold from any benefits or taxable compensation due under this Agreement such federal, state, and local taxes as may be required or permitted to be withheld pursuant to any applicable law or regulation. The Company may determine that any compensation hereunder constitutes guaranteed payment u... | Label: Withholdings |
05e2f633-59ac-483f-9703-805a102631cc | Clause:
This Restrictive Covenant Agreement shall be governed in accordance with the laws of the State of Arizona, without regard to the principles of conflicts of laws thereof. Any legal proceeding arising out of or relating to this Restrictive Covenant Agreement will be instituted in federal court in the State of Ari... | Label: Governing Laws |
e7865afd-1ee8-456d-a0cb-3cde18affa94 | Clause:
In consideration of the Lender’s willingness to enter into this Amendment, each of the Obligors hereby releases and forever discharges the Lender and each of the Lender’s predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter ... | Label: Releases |
cde9b497-f90a-4025-bc6f-599b2c627cc9 | Clause:
If Executive (or his heirs, executors or administrators) is made a party or is threatened to be made a party to, or is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Executive is or was a director... | Label: Indemnifications |
4f70e01b-b43e-4611-9b08-83e1c1966e67 | Clause:
This Agreement (including the Exhibits, disclosures made as to WCVC, the NRG Executive Summary and any other documents, instruments and certificates referred to herein, which are incorporated in and constitute a part of this Agreement) contains the entire agreement of the Parties.
Task: Classify this clause in... | Label: Entire Agreements |
86629512-6878-4f81-86f5-eeb0806473b8 | Clause:
The issuance by the applicable Issuing Bank of any amendment, supplement or other modification to any Letter of Credit shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through such I... | Label: Amendments |
29e948f0-d69a-44ba-93d1-86d2dc5b5cbc | Clause:
This Agreement may be amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement may be waived in writing at any time by the Party entitled to the benefits thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Modifications |
e7c66462-68a2-4a6e-8f7f-2ac237a12c7c | Clause:
The Company shall withhold from all amounts payable hereunder all federal, state, city or other taxes as may be required to be withheld pursuant to any law or governmental regulation or ruling.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Tax Withholdings |
866d9c07-5be2-4fc3-a137-c1206f505de3 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Lender, and without any further action on the part of the Issuing Lender or the Revolving Lenders, the Issuing Lender hereby grants to each Revolving Lender, and each Revolving Lender hereb... | Label: Participations |
8da079b8-e022-4626-ab57-587c0045a9c3 | Clause:
Each Loan Party hereby absolutely and unconditionally releases and forever discharges, the Agent and each Lender (including for the avoidance of doubt, the Original Lender, whether in its capacity as Lender, Agent, ABL Agent or otherwise), and any and all participants, parent corporations, subsidiary corporatio... | Label: Releases |
f3876975-24c9-48e0-a2d0-4690edaf7aa6 | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Florida or i... | Label: Governing Laws |
4e6ad674-7855-4a0a-9608-33eab21abbc7 | Clause:
If the whole of the Premises be condemned and taken, rent hereunder shall cease from the time Tenant shall be deprived of possession of the Premises, and this Lease shall thereupon terminate and Landlord shall refund to Tenant any prepaid and unearned rent. If a part, but not the whole, of the Premises be so t... | Label: Terminations |
1ba4b4d1-56eb-4048-a390-9438167d391f | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT 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 SITTING IN NEW YORK COUNTY, AND ANY A... | Label: Waiver Of Jury Trials |
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