id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
6c65f09f-e67f-40cb-b7be-deb5098e45ad | Clause:
If the Optionee becomes disabled (as determined in accordance with section 22(e)(3) of the Code) during his or her service and, prior to the Expiration Date, the Optionee’s service is terminated as a consequence of such disability, this Option may be exercised, to the extent of the number of Common Shares with ... | Label: Disability |
9256b1db-8d5f-4ed7-b212-f7e3aa4b9767 | Clause:
Each Party to this Agreement hereby covenants and represents to the other Party that it has not has assigned, transferred, or otherwise conveyed any of the Claims being released herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Assignments |
1310b6be-8c0f-4c32-98c3-f293e0d4d9a7 | Clause:
The Board may grant Awards consisting of SARs entitling the holder, upon exercise, to receive an amount of Common Stock or cash or a combination thereof (such form to be determined by the Board) determined in whole or in part by reference to appreciation, from and after the date of grant, in the fair market val... | Label: General |
85273023-f2dd-40c5-8ea1-ae937336104e | Clause:
This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees of Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Successors |
0a29cac6-114d-4553-bc72-111c3ebba9b6 | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
e6c5d8c8-c678-41b6-a8ef-eeccb36324a8 | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Corporation shall be given to them at Extended Stay America, Inc., 11525 N. Community House Road, Suite ... | Label: Notices |
746d33fc-c451-483b-8d60-68de6a068cdb | Clause:
This Agreement shall be construed in accordance with the laws of the State of Colorado without reference to conflicts of law provisions thereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Governing Laws |
38371bc8-342f-49fb-859d-b0fbff73f9fe | Clause:
The Company, by action taken by the Committee, may terminate the Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). If a Participating Employer terminates its participation in the Plan,... | Label: Terminations |
81da6876-262e-4a8e-9a19-38a16ae8412f | Clause:
In consideration for Executive's services hereunder, during the Term and beginning on the Promotion Date, the Company shall pay to Executive an annual base salary (the “ Base Salary ”) in the amount of $1,000,000.00. Executive's annual base salary shall be reviewed periodically by the Company and may be increas... | Label: Base Salary |
407e141e-1552-45f3-90f9-40958624d626 | Clause:
The Federal Arbitration Act, 9 U.S.C. § 1, et seq., will govern arbitrations under the FTP. The applicable Employment Dispute Resolution rules of the AAA will govern the procedures to be used in such arbitrations, unless the parties have agreed otherwise.
Task: Classify this clause into ONE of these types (exa... | Label: Applicable Laws |
45d443c6-5838-42f7-b710-30190d6cf694 | Clause:
As of the Closing Date, Schedule 5.22 sets forth a true, complete and accurate description of the equity capital structure of each of the Borrower’s Subsidiaries showing, for each such Person, accurate ownership percentages of the equityholders of record. Except as set forth on Schedule 5.22 , as of the Closin... | Label: Capitalization |
7974f805-e7cb-43f3-8710-22c1704db83e | Clause:
All notices or other communications delivered or given under this Lease shall be in writing and shall be deemed to have been duly given if hand-delivered, sent by certified or registered mail, return receipt requested, or nationally-utilized overnight delivery service, Portable Document Format (“PDF”) or confir... | Label: Notices |
d53d6664-f3c7-4f08-b41f-42ad32e4ffbd | Clause:
The amounts that the parties must pay under this GDPA are exclusive of taxes (including VAT), duties, charges or assessments which the recipient is required to collect, for which the paying party is solely responsible. Where required by law, each party shall provide the other with a valid VAT registration numbe... | Label: Taxes |
af17ff4a-77ee-4727-bf77-24364afad40a | Clause:
Borrower shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to Agent), each Secured Party for all Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 9.1 ) required to be paid by such Secured Party by... | Label: Indemnifications |
ee9aef79-b00e-4053-ad09-5f0355268123 | Clause:
Except as disclosed on Schedule 9.1(F) attached hereto, as of the date hereof, there are no suits or proceedings pending or threatened against or affecting Borrower, and no proceedings before any governmental body are pending or threatened against Borrower.
Task: Classify this clause into ONE of these types (e... | Label: Litigations |
1ace080c-c953-4521-aeed-09dca53dddef | Clause:
PROS offers a competitive benefits package in which you can elect to enroll immediately following your hire date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Benefits |
1c94b19d-5bb8-46bd-8923-9dda1141bd03 | Clause:
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has full corporate power and authority to enter into and perform its obligations under this Agreement, and to own its properties and to carry on its business as presently conducted and a... | Label: Organizations |
24a7ed13-a295-4831-8489-51c8db1252f0 | Clause:
This Amendment shall become effective on the date when the Administrative Agent or Wells Fargo Securities, LLC (“ Wells Fargo Securities ”), as applicable, shall have received (a) counterparts of this Amendment executed by the Borrowers, the Guarantor and all of the Lenders (including the Exiting Lenders) and (... | Label: Effectiveness |
b189e175-b95c-4bd4-b7b6-79206b9d88c8 | Clause:
Each Loan Party has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings, for which such Loan Party has set aside... | Label: Taxes |
07b473b8-cf04-475e-a000-7782a2b103a8 | Clause:
My employment with the Company is terminated effective and I will not thereafter apply for employment with the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Terminations |
e94724f6-316a-46e0-a394-90b769311639 | Clause:
If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Severability |
dd52cb9e-4109-470f-a34d-c7c32cb5ae79 | Clause:
The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify, or affect the meaning or construction of any of the terms or provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Headings |
6b588443-3240-48db-92b0-594f92845b38 | Clause:
Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement and Executive’s employment hereunder shall terminate automatically upon Executive’s death and Executive’s rights under this Agreement shall cease as of the date of such termination, except that (i) the Bank shall pay to Executive’s... | Label: Death |
3da55d6d-f53c-4bfc-995b-8b227d427a4f | Clause:
Upon satisfaction of the conditions set forth herein, a closing shall occur at the principal offices of the Company, or such other location as the parties shall mutually agree. As soon as practicable after closing, the Company shall deliver to Linn a certificate evidencing the New Securities in the name of Linn... | Label: Closings |
829ccd00-a14a-4d94-91ff-ee7f9bed4bc6 | Clause:
You shall be entitled to participate in any benefit plans of Tyson as adopted or amended from time to time on terms and in amounts consistent with those generally applicable to other employees in your Band. You will be entitled to an annual paid vacation in accordance with Tyson's applicable vacation policy, as... | Label: Vacations |
157fc270-326f-4216-b10d-d7ecc7ce7307 | Clause:
No Common Shares shall be issued pursuant to this Agreement unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Compliance With Laws |
9cadcfa0-23d3-4a22-b37c-a346c636b8a0 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Facsimile or other electronic transmission of any executed original document shall be deemed to be the same as the delivery of the exec... | Label: Counterparts |
7f389dc9-49c5-4e33-bae2-7484419247a4 | Clause:
The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorpor... | Label: No Conflicts |
97dfb628-2f38-46c9-976a-51ab675b5058 | Clause:
You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your busin... | Label: Confidentiality |
4e7770c3-8135-4a9c-8fd6-e6b9a4977c0d | Clause:
Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), and which disclosure shall be a supplement to Schedule 7.14 , none of the Obligors has any direct or indirect Subsidiaries. Neither the Borrower nor the Parent Guaran... | Label: Subsidiaries |
da174325-582d-436c-987b-c0638d409f9e | Clause:
You affirm that the only consideration for signing this Release is described in clause B. to this Release and in this Paragraph 9, and that no other promises or agreements of any kind have been made to or with you by any person or entity whatsoever to cause you to sign this Release, and that you fully understan... | Label: Representations |
e42572fa-daa6-4f7f-9e9e-5bf42c0058d5 | Clause:
Each party shall pay all of such party’s costs and expenses that it incurs with respect to the preparation, negotiation, execution, delivery and performance of this Agreement, including, without limitation, any costs and expenses of its counsel, except that, the Company shall pay a legal fee to the Purchasers a... | Label: Expenses |
8f9ad265-b3d6-451a-8163-449d2e547339 | Clause:
During the Term of Employment, the Executive shall report directly to the Chief Operating Officer or any other person designated by the President and Chief Executive Officer and (i) shall serve as an Executive of the Company with the title Senior Vice President, Discovery, Development and Analytical Services (i... | Label: Duties |
45a922f1-b9c3-4236-a1bc-60c7308e4170 | Clause:
All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given three business days after the date mailed when mailed by registered or certified mail, postage prepaid, or the next business day if se... | Label: Notices |
7921bd11-2a29-43d4-88b5-b021da0973f4 | Clause:
The Corporation shall be entitled to withhold on and report the making of such payments as may be required by law as determined in the reasonable discretion of the Corporation. Except for any tax amounts withheld by the Corporation from any compensation that Employee may receive in connection with Employee’s em... | Label: Taxes |
a6b65601-3790-4d50-a066-bebdf1a330a7 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations required to be secured pursuant to this Agreement shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (includ... | Label: Releases |
8056b1ec-4bba-43b8-ada5-495136522254 | Clause:
Seller and Purchaser may deliver executed signature pages to this Agreement by pdf file to the other Party, which pdf file shall be deemed to be an original executed signature page; provided , however , that such Party shall deliver an original signature page to the other Party promptly thereafter. This Agreeme... | Label: Counterparts |
61487ef0-e7a8-4046-b914-f962da3a408d | Clause:
This Agreement, together with the Quality Agreement and the Confidentiality Agreement, constitutes the full, complete, final and integrated agreement between the parties relating to the subject matter hereof and supersedes all previous written or oral negotiations, commitments, agreements, transactions or under... | Label: Entire Agreements |
e2352b19-9b9c-43e3-9541-8e3fba21787f | Clause:
This Letter Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Counterparts |
dd022f18-a568-4919-bc5e-f8f0760baf1c | Clause:
All payments with respect to this Note shall be made in lawful money of the United States of America, at the address of the Holder as of the date hereof or as designated in writing by the Holder from time to time. The receipt by the Holder of immediately available funds shall constitute a payment of principal ... | Label: Payments |
3a7f8c63-1742-48ec-98fb-176582738b13 | Clause:
This Agreement may not be amended or modified unless in writing by all of the parties hereto, subject to the approval of the Placement Agent and the Closing Agent with respect to any such amendments or modifications relating to the Closing or upon which the Placement Agent and/or Closing Agent is entitled to re... | Label: Amendments |
2a6b3050-c77d-4aa2-8dac-c89a69c97688 | Clause:
Employee is employed to serve as a part‑time Research & Development Advisor and shall perform such duties as Mast’s Chief Executive Officer, or his designee, assigns from time to time. Employee acknowledges that he reports to Mast’s Chief Executive Officer who will be Employee’s supervisor. As part of Employe... | Label: Duties |
c848a026-b2ef-4b57-a860-948c09d78007 | Clause:
At any time and from time to time until payment in full of the Indebtedness, the Mortgagor will, at the reasonable request of the Mortgagee, promptly execute and deliver to the Mortgagee such additional instruments as may be reasonably required further to evidence the lien of this Mortgage and further to protec... | Label: Further Assurances |
77ad2d8e-9805-4496-bb86-56cdccb4a468 | Clause:
The Committee may amend or terminate the Plan as it shall deem advisable; provided that no change shall be made that increases the total number of Shares reserved for issuance pursuant to Awards (except pursuant to Section 12 above) unless such change is authorized by the shareholders of the Company. A terminat... | Label: Terminations |
cb0f6dbc-c778-497d-80ab-02f0d9f16cde | Clause:
As of the Effective Date, Schedule 3.15 sets forth a list of all insurance policies maintained by or on behalf of the Loan Parties (it being understood that the failure to list on such Schedule any insignificant insurance policies shall not result in a breach of this Section, provided that each Loan Party hereb... | Label: Insurances |
524b942e-37c4-4d02-b385-0d8e512810a3 | Clause:
The issuance of the Integration RSUs or unrestricted Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, th... | Label: Compliance With Laws |
8021d859-b31e-46c4-8e4c-d101d81c6d38 | Clause:
The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers agree, severally and not jointly, to purchase the Shares . The closing of the purchase and sale of the ... | Label: Closings |
2e019177-61ac-4693-a87d-ac34c6414f5d | Clause:
This Agreement (together with the Merger Agreement to the extent referred to herein) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties... | Label: Entire Agreements |
f690f757-18c5-4658-8418-851f37e3f17d | Clause:
Each party to this Agreement will hold, and will cause its respective Affiliates and their respective directors, managers, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a regulatory authority is necessary in connection with any necessary regulatory app... | Label: Confidentiality |
e26e7976-9a3c-4135-845a-f009738360dc | Clause:
No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date immediately after giving effect to this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: No Defaults |
4d5e4491-4d3b-41d5-b0a8-fcd75b6a539d | Clause:
During the period (the “ Forced Exercise Eligibility Period ” and each Trading Day in such period, a “ Forced Exercise Eligibility Date ”) commencing on the date a Forced Exercise Registration Statement (as defined in the definition of “Equity Conditions” below) is initially declared effective by the SEC throug... | Label: General |
13a03f94-0c90-4875-b46b-b5e92f972f05 | Clause:
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of Loans on the Drawdown Date, (b) default by the Borrower in making any prepayment of Loans af... | Label: Indemnity |
ff802975-6b1c-41cf-abf9-fad2c15771a3 | Clause:
During the Term of Employment, the Executive shall report directly to the to the President and Chief Executive Officer and (i) shall, until the date agreed to by the Company and the Executive, serve as an executive officer of the Company with the title Senior Vice President and Treasurer , and, (ii) shall follo... | Label: Duties |
02bc1312-0c0b-4d73-861a-e70acf966927 | Clause:
All compensation payable hereunder, including salary and other benefits, shall be subject to applicable taxes, withholding and other required, normal or elected employee deductions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Withholdings |
46e9d000-c4a2-476e-a0b7-277ba6806949 | Clause:
This Agreement and each of the Appendices hereto constitute and contain the entire understanding and Agreement of the Parties respecting the subject matter of this Agreement and cancels and supersedes any and all prior or contemporaneous negotiations, correspondence, understandings and Agreements between the Pa... | Label: Entire Agreements |
fa1f34a5-7039-43ac-b192-799eddf48da7 | Clause:
Each Party shall bear its own expenses in connection with the negotiation, drafting, execution, and performance of this Agreement, except as otherwise specifically set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Expenses |
249b6f3b-e32e-4b45-8e7c-a4546517ad3c | Clause:
The Lease and this Second Amendment (including this Work Letter) are not intended to create any third‑party beneficiaries; without limiting the foregoing, no contractors or third parties engaged by Tenant with respect to the Tenant Improvements shall have any legal or beneficial interest in the Construction All... | Label: Miscellaneous |
db5d51b9-85e5-478d-9345-8d2a088c5c76 | Clause:
THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT... | Label: Waiver Of Jury Trials |
2be7a452-4387-4c38-a585-433baec69907 | Clause:
This Agreement, including Exhibit A hereto and any copies thereof executed by the parties, (a) contains the entire Agreement of the parties relating to the subject matter of this Agreement and supersedes any prior agreements or understandings with respect thereto and (b) shall be binding upon and inure to the b... | Label: Miscellaneous |
419ee093-05e1-46ce-91b9-47f8f840dfee | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the ... | Label: Governing Laws |
c4c1c4e3-e8a8-47bd-a337-7596d644f050 | Clause:
All computations of interest on the Term Loan and amounts determined by reference to a rate determined by the Administrative Agent shall be calculated on the basis of a 360-day year and shall be payable for the actual number of days elapsed (including the first day but excluding the last day) during the period ... | Label: Fees |
f54f9dfe-f891-4f9c-9f6a-7b03c3c68c66 | Clause:
Loan Parties shall execute and deliver to Agent for the benefit of all Lender Parties, immediately, either (i) on the Original Closing Date with respect to any trademarks, patents or copyrights, registered, or to be registered, with the applicable Governmental Body as of the Original Closing Date, or (ii) upon ... | Label: Intellectual Property |
f361de27-0057-469d-be29-2ae580131c7f | Clause:
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided , however , that Borrowers may not assign this Agreement or any rights or duties hereunder without Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab... | Label: Successors |
f21976b6-c562-4b46-9da1-753ae998d0be | Clause:
Unless otherwise required by applicable law, each of the Seller and the Servicer agrees to maintain the confidentiality of this Agreement and the other Transaction Documents (and all drafts thereof) in communications with third parties and otherwise; provided , that this Agreement may be disclosed (a) to third ... | Label: Confidentiality |
d4513fa0-b95d-4606-bb5e-9a28a98a2480 | Clause:
Company maintains insurance in such amounts, and in respect of such risks, as are prudent for the Business.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority... | Label: Insurances |
2018fe7d-5199-45d2-a501-eb96c29fcc5f | Clause:
The Board may grant Awards entitling recipients to acquire shares of Common Stock (“ Restricted Stock ”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the rec... | Label: General |
9a65b31c-ee4a-4ca2-953d-61913f79a31c | Clause:
This Agreement constitutes the entire understanding between you and the Company, and supersedes all other agreements, whether written or oral, with respect to the acquisition by you of Common Stock of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Entire Agreements |
9ef99e54-35fd-4e7a-84c8-fe76b7bd5f20 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, 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 execu... | Label: Confidentiality |
93fcd14c-b05a-4af9-b84e-7479f6c3214d | Clause:
As compensation for services rendered hereunder, the Executive shall initially receive a salary of $450,000 annually (the “ Base Salary ”), which shall be paid in accordance with the Company’s then prevailing payroll practices. The Executive may receive increases (but not decreases) in his Base Salary as the Bo... | Label: Base Salary |
19ae0f9a-e332-48da-abbb-9050de5802bf | Clause:
Schedule 4.1 is, as of the Agreement Date, a complete and correct listing of all Unencumbered Assets. Each of the Borrower, each other Loan Party and each other Subsidiary has good, marketable and legal title to, or a valid leasehold interest in, its respective assets, except to the extent that failure to have... | Label: Liens |
e56cb7fe-dcb9-40e6-b8d0-d7f9c52c401d | Clause:
(a) To the knowledge of Parent, as of the date hereof, there are no claims, suits, actions, proceedings or arbitrations pending or threatened in writing against Parent or Merger Sub, the outcome of which, if adversely decided, would reasonably be expected to result in a Parent Material Adverse Effect, and (b) t... | Label: Litigations |
f24d1bb7-7e73-4fee-b353-e4b24cbc97d9 | Clause:
Newpark and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are reasonably necessary for the operation of their respect... | Label: Intellectual Property |
279d4a22-6a98-48c8-a945-d761846ee4c7 | Clause:
As compensation for the services to be rendered by Executive under this Agreement, the Company will provide the following compensation and benefits during Executive’s employment hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Benefits |
c37a55f9-3088-4a44-9bd3-91e7a18d2963 | Clause:
Each Borrowing Request pursuant to Section 2.2 and each acceptance of an Advance by the Borrower shall automatically constitute a representation and warranty by the Borrower to the Administrative Agent and each Lender that on the date such Borrowing Request is delivered to the Administrative Agent and on the re... | Label: Representations |
11559766-82c1-4892-b29b-8e220126fa35 | Clause:
No amendment to or waiver of any provision of this Security Agreement, nor consent to any departure by any Grantor from its obligations under this Security Agreement, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent (on behalf of the Lenders or the Majority ... | Label: Amendments |
1cb2b1d4-203b-43b4-9a09-3f77ca6d284c | Clause:
As used in the Plan, capitalized terms have the meanings set forth in Section 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 Sa... | Label: Terms |
17f93134-95ca-41db-9478-3631a16f3632 | Clause:
After giving effect to (a) the Loans to be made (or, if applicable, Letters of Credit to be issued or deemed issued) on the Restatement Effective Date or such other date as Loans requested hereunder are made (or Letters of Credit are issued), (b) the other transactions contemplated by this Agreement and the oth... | Label: Solvency |
1b027de2-3219-4975-9586-63844c1c8cc5 | Clause:
The Parties’ obligations in the following sections shall survive the expiration or termination of this Agreement: 5.5, 10.1(f), 16.6, 17.4, 24.4, 26.1, 26.2, 28.1, 28.3, 28.6, 29.1, 29.2, 29.3, 29.4, 30.2, 30.3, 30.4, 30.5, 31.1, 31.2, 32.1, 32.2, and 32.3.
Task: Classify this clause into ONE of these types (e... | Label: Survival |
e1b236c1-64dd-46a9-bcf9-0a3f136f4c63 | Clause:
Every provision of this Agreement is intended to be severable. If any term or provision thereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.
Task: Classify this clause into ONE of these types (exactl... | Label: Severability |
5fc96e9d-9682-479a-a0ee-515394a66200 | Clause:
Employee agrees to cooperate reasonably with the Company in connection with any Company-related matters for which Employee’s involvement or input is requested and, specifically including any attorney or other consultant retained by the Company, pending or future litigation, arbitration, business, or investigato... | Label: Cooperation |
2b4aa4cb-5a31-4e67-a114-a7df47cd8d28 | Clause:
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD 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 ... | Label: Governing Laws |
c90c8841-6e62-4245-b058-f854b73274e7 | Clause:
As of the Closing, after giving effect to the Proposed Transactions, the Company will not: (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the fair saleable value of its assets is less than the amount requi... | Label: Solvency |
480b52e1-1391-4fad-94b9-ed22818a4f8b | Clause:
Employee shall be entitled to reimbursement of reasonable business expenses that are incurred in the furtherance of Company business and are consistent with the Company’s policies for such expense reimbursement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Expenses |
3823e613-7cfb-4caa-a6c2-46a013f9522a | Clause:
The Additional Guarantor hereby agrees to become a Guarantor bound by the Guarantee of the Securities on the terms set forth in Article Ten of the Indenture.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Amendments |
7c3ca0c4-b0b2-446f-b2bd-c9ef96d64baf | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceeding... | Label: Governing Laws |
4580c588-149c-4fe3-b24c-8bcdc3aeba37 | Clause:
The number of shares of Stock issued to Optionee pursuant to this Agreement shall be adjusted by the Committee pursuant to Section 5.4 of the Plan, in its discretion, in the event of a change in the Company’s capital structure.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Adjustments |
9fa22cfe-5b0a-4903-b5a7-784a526bf09f | Clause:
The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and Warrants and the reservation for issuance and issuance ... | Label: No Conflicts |
c0610b1f-b8aa-4f6d-9ae1-fc7e33220e18 | Clause:
EACH PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR A... | Label: Waiver Of Jury Trials |
ea71398e-94a3-47ce-a2da-8ea6390bcd78 | Clause:
Both Parties have had the opportunity to have this Agreement reviewed by an attorney; therefore, neither this Agreement nor any provision hereof shall be construed against the drafter of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Interpretations |
09c00d57-8635-4820-8a36-b016c46e58f3 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect and the Parties shall negotiate in good faith to modify this Agreement... | Label: Severability |
40c57f52-2b10-4c13-8923-bcc704183547 | Clause:
The Guarantor shall pay on demand all out-of-pocket expenses in any way relating to the enforcement or protection of the rights of the Administrative Agent and the Lenders under this Agreement or in respect of the Guaranteed Obligations, including any incurred during any “workout” or restructuring in respect of... | Label: Expenses |
467f6c1b-086f-4b92-90ba-478586a200cc | Clause:
Tenant agrees to cooperate in good faith with Landlord and its lenders in connection with any financing by Landlord, including reasonably consenting to an amendment to the Lease, consistent with Sections 18.2 and 18.4 , based upon a lender’s good faith determination of any deficiencies in the Lease that cause t... | Label: Cooperation |
27d249dc-5cf5-470b-9079-1de4e1c21f8c | Clause:
(a) The Company irrevocably submits to the non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law... | Label: Waiver Of Jury Trials |
127f2ca9-ee0b-4834-8e4e-d26aec14ff30 | Clause:
No Default or Event of Default under this Agreement or any other Loan Document shall exist or shall arise immediately after giving effect to such borrowing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: No Defaults |
05fbc38f-a9cb-49ee-b86c-0d0357a41445 | Clause:
This Second Amendment to Fifth Amendment and Waiver shall be governed by, and construed in accordance with, the internal laws 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, ... | Label: Governing Laws |
86e470e6-dc9c-47ec-90fa-347cb339566a | Clause:
This Agreement is to be interpreted in accordance with its fair meaning and not strictly for or against any Party. This Agreement will not be construed more strictly against one Party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the Parties, it being r... | Label: Interpretations |
5b125e87-9731-474f-aa96-66752e18a3cc | Clause:
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be deemed to be jointly drafted by the Company and the Collateral Agent and shall not be constru... | Label: Construction |
907addef-a85a-444f-ac1c-dffef9d1a1b2 | Clause:
This Agreement will survive the termination of your employment to the extent necessary to fulfil the purposes and intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Survival |
926c23ad-9c66-4388-97b3-b601ef3b5c8f | Clause:
This Settlement Agreement may only be modified or amended by written consent signed by all of the 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, Authority,... | Label: Amendments |
14d253fb-b0ce-4204-ace8-0b194d53b135 | Clause:
Upon termination of the Participant’s service on the Board or a Subsidiary Board, as applicable, for any reason (including, without limitation, the events set forth above in Section 4(b)), other than death or Disability, or as provided in Section 9, all unvested shares of Restricted Stock will be forfeited to a... | Label: Forfeitures |
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