id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e739e495-132d-4435-ace1-0bc1d7b18d1b | Clause:
Commencing April 1, 2017, the Company shall pay Meikle a base salary at the rate of $135,000.00 (One hundred thirty-five thousand dollars) per year, payable once a month on the first of each month while this Agreement shall be in force. Said salary payments will be subject to withholding taxes e.g. Federal Inco... | Label: Base Salary |
5e0dcbbc-77cf-4793-bcf9-86729e24da95 | Clause:
To the extent not prohibited by applicable law which cannot be waived, each of the Parties hereto hereby waives, and covenants that it will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any issue, claim, demand, cause of action, action, suit or ... | Label: Waiver Of Jury Trials |
848873ac-6b72-42fe-9b75-6c7e4a55a2f6 | Clause:
THIS SUBORDINATION AGREEMENT HAS BEEN EXECUTED OR COMPLETED AND/OR IS TO BE PERFORMED IN NEW YORK, AND IT AND ALL TRANSACTIONS HEREUNDER OR PURSUANT HERETO SHALL BE GOVERNED AS TO INTERPRETATION, VALIDITY, EFFECT, RIGHTS, DUTIES AND REMEDIES OF THE PARTIES THEREUNDER AND IN ALL OTHER RESPECTS BY THE LAWS OF NEW... | Label: Governing Laws |
84de9776-4852-4721-9333-7719be731501 | 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 Purchaser agrees to purchase, up to an aggregate of $1.075 million of Shares and Warrants. The... | Label: Closings |
3a48f1ea-a639-4b49-b0e8-570c3b11ef3c | Clause:
The Master Servicer shall account fully to the Purchaser for any funds received by the Master Servicer or which otherwise are collected by the Master Servicer, including any Cash Liquidation Proceeds, in respect of any Qualified Loan. All Servicing Files and Mortgage Files and funds collected or held by, or und... | Label: Records |
4ab1c679-b03f-4dfa-8aee-a479d9aec162 | Clause:
The Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Purchaser pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by the Purchaser of ... | Label: Authority |
32176ec6-67fb-4ec2-837a-d82364c1e608 | Clause:
This Bill of Sale and Assignment shall be construed and enforced according to and governed by the laws of the State in which the Land is located.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Governing Laws |
25e7c94e-e935-454a-9918-6793c4c1cca3 | Clause:
The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. Each of the parties hereto and their assigns hereby consents to the exclusive jurisdiction and venue of the Courts of the State of New York, located in the Ci... | Label: Governing Laws |
459a636a-273a-4966-8a9b-e924e5bb5bc7 | Clause:
No approval of, or consent from, any Governmental Authority or any other Person not holding a direct or indirect ownership interest in Borrower or Guarantor is required in connection with the execution and delivery by Borrower or Guarantor of this Agreement or any of the other Loan Documents to which each is a ... | Label: Consents |
8595b4a3-2c01-4adc-9f72-38475f648ed0 | Clause:
The Company and its Subsidiaries are in compliance with, and conduct their businesses in conformity with, and, since December 31, 2014, have been in compliance with, and have conducted their businesses in conformity with, all applicable Law, except where the failure to be in compliance or conformity would not, ... | Label: Compliance With Laws |
ea84aa13-a27f-42c8-8e17-531ab559e95f | Clause:
Except as specifically stated otherwise herein, this Agreement and the Transaction Documents set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the Transaction Documents. This Agreement may ... | Label: Integration |
a24e20cf-e7c8-4e63-b8d4-454b404d2f9a | Clause:
This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Texas, without regard to the application of the principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Governing Laws |
544df480-ca7a-4248-991f-233dc16f3953 | Clause:
In consideration of Executive’s performance of the duties set forth in Section 2, the Association shall provide Executive the compensation specified in this Agreement. The Association shall pay Executive a salary of $198,500 per year (“Base Salary”). The Base Salary shall be payable biweekly, or with such other... | Label: Base Salary |
1f976648-81a8-4e5f-a2d3-6e0b3f1ed964 | Clause:
Except as expressly set forth to the contrary herein, no representations, warranties, covenants or agreements of Seller contained herein shall survive the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Survival |
1e23d008-515e-4e5d-84ee-f51ada088f49 | Clause:
Upon submission of proper documentation, which shall be subject to review by the CEO, the Company will pay or reimburse the Executive for all travel expenses incurred by the Executive on business trips taken with the approval of the CEO outside the metropolitan New York area and for all other business and enter... | Label: Expenses |
a62b820e-d36e-4396-b370-0ebb7b375039 | Clause:
No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any officer, director or Affiliate of the Borrower or any its Subsid... | Label: Transactions With Affiliates |
3920a3f9-127c-46d7-bb98-62cbb27819ed | Clause:
This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and... | Label: Enforcements |
6ae24ec7-8f9d-41ed-858e-875a90713423 | Clause:
At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the properties of the Partnership and its Subsidiaries and, (ii) liability insurance for the Indemnitees hereunder and (iii) such other insurance as th... | Label: Insurances |
b5e5a996-4ca7-4038-b920-b9c8ccb24d77 | Clause:
All headings and subdivisions of this Agreement are for reference only and shall not affect its interpretation. In the event that any provision of this Agreement should be held unenforceable by a court of competent jurisdiction, such court is hereby authorized to amend such provision so as to be enforceable to ... | Label: Severability |
a9b31e45-a62d-4d7e-a2a1-0a73c275c439 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts of New York located in the... | Label: Governing Laws |
7520bdec-7f7c-4c16-8f54-928593dee0b9 | Clause:
No authorization, consent, permit, approval or other order of, declaration or notice to, or filing with, any Governmental Authority by or on behalf of any Buyer is required for or in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents or the consummation... | Label: Approvals |
18186716-a6fc-4396-bfd0-2c0a838408fc | Clause:
If any provision of this Agreement is determined to be void or unenforceable, in whole or in part, then (i) such provision shall be deemed inoperative to the extent it is deemed void or unenforceable, (ii) the Parties agree to enter into such amendments to this Agreement in order to give effect, to the greatest... | Label: Severability |
063d054f-33a7-4d6b-9065-26e56f7b64cd | Clause:
Except as set forth on Schedule 3 hereto, there is no action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, overtly threatened against or in any other manner relating adversely to, the Borrower or any of its Restricted Subsidiaries or any of their respective properties... | Label: Litigations |
d3a2a1c3-84c4-413d-a027-a1f96d149107 | Clause:
This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Applicable Laws |
e2c94b82-6fc4-4e8a-99ce-537f3282b211 | Clause:
This amended and restated Plan shall become effective on December 31, 2017.
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, B... | Label: Effective Dates |
8dca17b2-04e3-499b-8e54-a5b37db36bd3 | Clause:
Each Borrower will conduct, and will cause any Liquidator JV to conduct, its business and affairs without infringement of or interference with any intellectual property of any other Person. Borrowers shall obtain all intellectual property rights necessary for the conduct of any Liquidation Sale or to enable Bor... | Label: Intellectual Property |
512f6d9f-5024-43e1-acfb-59d7d799bb0a | Clause:
The headings used herein are for purposes of convenience only and should not be used in construing the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Headings |
dcb105ec-2173-4acc-8f73-c4594df14bc2 | Clause:
This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower and each Subsidiary Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable ag... | Label: Enforceability |
0c71ef63-11eb-4a93-9d09-0ac42e323850 | Clause:
Commencing on the Effective Date, your annual base salary (" Base Salary ") shall be Two Hundred Eighty Thousand dollars ($280,000) payable bi-weekly in accordance with the Company's normal payroll practices. Base Salary shall be subject to periodic review and adjustment during the Term of this Agreement, but ... | Label: Base Salary |
0a48dfff-a78b-4402-ac9d-b4c51f5728da | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (1) no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the A... | Label: Successors |
31ce8d62-0143-4dc0-b55d-e5893e97eb38 | Clause:
Subject to the provisions of this Article VIII , each Member shall provide the other Members with such assistance as may reasonably be requested by such other Members in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative ... | Label: Cooperation |
d300d046-bc3b-4bb9-bcb6-bc0248dbb0b0 | Clause:
The masculine gender, when appearing in the Plan, shall include the feminine gender (and vice versa), and the singular shall include the plural, unless the Plan clearly states to the contrary. Headings and subheadings are for the purpose of reference only and are not to be considered in the construction of the ... | Label: Construction |
74a9820b-14bf-498c-b0c9-b36f1844f035 | Clause:
This Management Agreement may be assigned by the Manager (a) to an Affiliate of the Manager, or (b) to any party with expertise in commercial real estate and which has, together with its Affiliates, over $100 million of assets under management. Any assignee of the Manager shall be bound hereunder to the same ex... | Label: Assignments |
c51be5f0-1b7f-4c63-b47c-0741a20486fa | Clause:
(a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes; provided that if applicable law (as determined in the good faith discretion of an applicable withholding a... | Label: Taxes |
5c93962c-b559-484c-ae98-d4c45e45dcaa | Clause:
Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitl... | Label: Specific Performance |
075d4d5a-f3e0-4dc4-b5c1-ae5aeef20c4d | Clause:
Each party represents and warrants to the other that it has full authority and power to enter into and perform its obligations under this Sublease, that the person executing this Sublease is fully empowered to do so, and that no consent or authorization is necessary from any third party. Either party may reques... | Label: Authority |
ae5a4958-ae34-4df9-bb08-d47fd47e7937 | Clause:
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Counterparts to this Agreement may be executed, transmitted and delivered electronically, by email in portable document format (.pdf),... | Label: Counterparts |
985dbe41-de60-4962-bdcd-c0cbdeb3a884 | Clause:
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be inform... | Label: Confidentiality |
a7f49904-8c1d-47b7-ad2b-f6736fb1382f | Clause:
Each Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of the Borrower and each Subsidiary Guarantor approving the Loan Documents to which the Borrower or any such Subsidiary Guarantor, as the case may be, is or may become a party, and of all documents eviden... | Label: Approvals |
6f547416-8d09-47ca-aed9-3d87bb33778d | Clause:
This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. All disputes or claims shall be brought in the state or federal courts located in Suffolk County Massachusetts and each party waives its jurisdictional rights to other venues and to any defenses b... | Label: Governing Laws |
386ef1b3-fd3b-40f1-bdfa-e9276d7aa91b | Clause:
Each Guarantor agrees to pay, on demand, all reasonable attorneys’ fees and all other reasonable costs and expenses which may be incurred by Secured Parties in the enforcement of this Guaranty or in any way arising out of, or consequential to the protection, assertion, or enforcement of the Guaranteed Obligatio... | Label: Costs |
35c63a4e-ba1e-4f91-affa-70c5d8f70a22 | Clause:
Upon the occurrence of an Event of Default, then, and in every such event (other than an event described in Section 6.01(f)), and at any time thereafter during the continuance of such event, the Agent shall, by notice to the Borrower, if directed by the Required Lenders, declare the unpaid principal and interes... | Label: Terminations |
f52c0d1e-8724-4ce7-a9c4-422803a41d84 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a Person described in Section 10.06(b)(v) that is not permitted to be an assignee with respect to Loans or Commitments) (each, a “ Participant ”) in all or a ... | Label: Participations |
2145dcfa-e495-4f7d-8368-dc755461e1c1 | Clause:
During the Employment Term, the Executive shall be entitled to 20 days of paid vacation subject to the policies, practices and procedures of the Company as in effect on and after the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Vacations |
60942535-ec9d-4f8c-87d5-8e5e4b4a0ce7 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Any party’s delivery of an executed counterpart signature page by facsimile or email is as effective as executing and delivering this Agree... | Label: Counterparts |
d889d39e-67d4-4900-aa7f-9885741f3b2d | Clause:
As of the date hereof, there are no legal or arbitral proceedings or any proceedings by or before any Governmental Authority or agency, now pending or (to the actual knowledge of Pledgor) threatened against Pledgor, the Collateral and/or Mortgage Borrower, which, if adversely determined, would reasonably be exp... | Label: Litigations |
29def15a-cf19-4667-a483-3a38cb73f591 | Clause:
This Agreement may be separately executed and delivered in counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to constitute one and the same Agreement. Telefacsimile or email (PDF) transmission of the signature of any party her... | Label: Counterparts |
30387e84-54e1-4d99-b99b-fef41b93415e | Clause:
Once a Loss is agreed to by the Company or finally adjudicated to be payable pursuant to this Article VII , the Company shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should... | Label: Payments |
b14f38fe-5a48-4954-ad09-8d20aa0c7b27 | Clause:
Service Recipient shall be entitled to deduct from any payments to Service Provider the amount of any withholding taxes with respect to such amounts payable, or any taxes in each case required to be withheld by Service Recipient to the extent that Service Recipient pays to the appropriate governmental authority... | Label: Withholdings |
74c7c374-fc7c-4923-83bf-25cbf3cfef9f | Clause:
All notices, requests, deliveries, payments, demands and other communications that are required or permitted to be given under this Agreement shall be in writing and shall be either delivered personally or sent via registered or certified mail, or by private courier, return receipt requested, postage prepaid to... | Label: Notices |
df6a6bb5-cbae-426b-aacc-77c1eaf0bbee | Clause:
No failure or delay by the Administrative Agent or any Credit Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a ... | Label: No Waivers |
9604dc5f-77d3-4b22-9589-f8d3d9cf1835 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to any choice of law principle that would dictate the application of the law of another jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Governing Laws |
d1792e13-9d4b-43dd-9b07-ad671790b8c9 | 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 Shares an... | Label: Closings |
596eb66c-3e3a-45df-9b66-e00a92ee1f0e | Clause:
Except for Permitted Liens, all of the Assets of the Loan Parties are free from all Liens of any nature whatsoever. Except for Permitted Liens, the Loan Parties have good and sufficient title to all of their respective Assets reflected in their books and records as being owned by them or their nominee. Neither ... | Label: Liens |
a43ec5dc-69bb-4264-b4aa-a4b124040a79 | Clause:
All representations and warranties made hereunder, in the other Note Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Warranties |
a8e138fc-fb7f-4889-adb4-fcfb3175b0d2 | Clause:
The Company and the Executive shall enter into the Company’s standard form of indemnification agreement.
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, A... | Label: Indemnifications |
af835917-bd58-4bd4-b125-3cfcf4a27b66 | Clause:
(%3) 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-c... | Label: Compliance With Laws |
b766fb12-3984-4e5f-a99e-1ce5d35e3120 | Clause:
Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation of the Property, Grantor shall notify Trustee and Beneficiary of such fact. Grantor shall then file or defend its claim thereunder and prosecute same with due diligence to its final disp... | Label: General |
c776bf23-6b71-41ca-bf7c-f93ce8e4a3b5 | Clause:
This Agreement shall be governed by the governing law described in Section 8.05 of the Transfer and Servicing Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Governing Laws |
fda2a0b4-b650-4e9d-ba2a-9b08feef1a8f | Clause:
(a) The Purchaser hereby directs the Seller, and the Seller hereby agrees, such agreement effective upon the transfer of the Mortgage Loans contemplated herein, to deliver to or deposit with (or cause to be delivered to or deposited with) the Custodian (on behalf of the Trustee), with copies to be delivered to ... | Label: Expenses |
0c15bf3c-b9d7-4ed4-95e7-ffa3ecbb83d3 | Clause:
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, ... | Label: Notices |
a1562e30-4c91-42d9-9055-81d5351856e8 | Clause:
The express representations and warranties of Seller contained in this Article III and the Special Warranty contained in the Assignment, are exclusive and are in lieu of, and Seller expressly disclaims and negates and Buyer hereby waives, any representation or warranty, express, statutory, implied, or otherwise... | Label: Warranties |
3728a872-5c62-4406-ba33-503d8d63f441 | Clause:
Subject to the provisions of Sections 14.4.5, 16.10.1, 16.11 and 16.13, each party to this Agreement, by its execution hereof, unless otherwise prohibited by applicable Legal Requirements (a) hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York in the Borough of ... | Label: Jurisdictions |
540c0174-395c-4ec4-a02f-4eb691b69289 | Clause:
Subject to the provisions and limitations set forth in Section 7.4(d) and in Section 7.1, the obligations of Purchaser, Seller and Unitholder under this Article VII, as applicable, shall survive and continue in effect following the Closing until all Claims or Losses are resolved.
Task: Classify this clause int... | Label: Survival |
b07ec8d9-edb0-48ae-9d1b-1818ccfbbf85 | Clause:
On the date of each Purchase and/or reinvestment hereunder, and on the date each Information Package, Weekly Report or other report is delivered to the Administrator, any Purchaser Agent or any Purchaser hereunder, the Seller and the Servicer shall each be deemed to have certified that (i) all representations a... | Label: Warranties |
197ba13f-0bcb-432c-ac24-439e3d61eee8 | Clause:
The foregoing recitals are true and correct and are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Defined Terms |
32336c6a-30c7-422e-9b41-8bdb5dac028c | Clause:
This Employment Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Binding Effects |
6011e540-2147-4d47-8fd8-b3c0f4d847d1 | Clause:
This Agreement will be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Binding Effects |
3ff7182e-8451-4f30-9623-4b8821e92a6b | Clause:
Each party’s obligations under this Section 15.3 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
Task... | Label: Survival |
e4c4bc45-5aa0-45ae-be2e-bf470f4df509 | Clause:
All amounts credited and payable hereunder shall be reduced by any and all federal, state and local taxes imposed upon the Participant or a Beneficiary that are required to be paid or withheld by the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Taxes |
7cdcabaf-c3cb-490b-8a16-70ab2002e571 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder, except through a transaction permitted hereun... | Label: Successors |
29d9b42f-5e4d-4edc-8ae9-b4970d363fe4 | Clause:
This Amendment may be executed in any number of counterparts (including the Term Consents) and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery... | Label: Counterparts |
518fd418-023f-46f9-87df-8e406204a4ad | Clause:
Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party. Each Loan Party will mai... | Label: Compliance With Laws |
c3727af2-6785-4389-bcb1-c2f3f621a430 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall constitute an original for all purposes, and all of which taken together shall constitute one and the same agreement. Electronic signatures on counterparts of this Agreement shall be deemed to be original signatures for all purposes... | Label: Counterparts |
6ae6c8f8-8649-486b-8394-5283b397107a | Clause:
This Agreement and the documents and instruments between the parties hereto as contemplated by or referred to herein constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both written and oral, betw... | Label: Entire Agreements |
02537fd3-dd03-4b88-be1a-dc4eac79a39b | Clause:
Each capitalized term which is defined in the Credit Agreement or the Guaranty and Collateral Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the Credit Agreement or the Guaranty and Collateral Agreement, as applicable and as amended by the Amendment. Unless ... | Label: Defined Terms |
17f4b3cb-61ee-4de7-889f-f184a13abd4c | Clause:
At each meeting of the Board or any committee thereof, the Chairman or the chairman of such committee, as the case may be, or, in his or her absence or if there be none, a Director chosen by a majority of the directors present, shall act as chairman. Except as provided below, the Secretary shall act as secretar... | Label: Organizations |
8611b66d-7b19-4478-80eb-e389cd6af5cb | Clause:
Except as specifically stated otherwise herein, this Agreement and the other Conveyance Documents set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the other Conveyance Documents. This Agre... | Label: Integration |
ddc64980-a9a8-49d6-9127-68f5d0960375 | Clause:
A Participant will at all times be 100% vested in amounts credited to his or her Elective Deferral Subaccount. A Participant will earn a vested interest in amounts credited to his or her Company Credit Subaccount according to any vesting schedule that the Company adopts in its sole discretion. However, if a Par... | Label: Vesting |
3346f605-ae10-4123-ba60-b48ce03e7db8 | Clause:
On or prior to the Closing Date, the Agents and the Lenders shall have received with respect to Parent and its Subsidiaries, (i) the audited consolidated balance sheets for the fiscal years ended March 31, 2014, March 31, 2015 and March 31, 2016, and the related audited consolidated statements of income and cas... | Label: Financial Statements |
0f095e06-605e-4a5f-a765-9f2c76b0f304 | Clause:
During the Term, the Company shall pay Executive an annualized base salary (“ Annual Base Salary ”) at a rate of $450,000 U.S., effective retroactively to July 26, 2017, and payable in regular installments in accordance with the Company’s normal payroll practices. During the Term, the Annual Base Salary shall ... | Label: Base Salary |
c149c8ee-0406-413f-9909-90855a8bae68 | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Brokers |
9dd15a7b-f5dc-4a54-b30d-d893ceff5f23 | Clause:
Employee does hereby, on Employee’s own behalf and on behalf of Employee’s heirs, agents, successors, and representatives, forever release and discharge Agilysys NV, LLC and all of its past, present and future parents, subsidiaries, sister companies, affiliates, and related entities, and all of their respective... | Label: Releases |
757455d3-ba19-4050-b200-25478a2a78af | Clause:
For a period of one year following his termination of employment for any reason under this Agreement, Executive shall, upon Company’s reasonable request and in good faith and with his best efforts, subject to his reasonable availability, cooperate and assist Company in any dispute, controversy, or litigation in... | Label: Cooperation |
f62da0f2-3aa2-49a6-8292-d0b6113e10a4 | Clause:
The foregoing indemnities shall apply whether or not liabilities and costs set forth above are in any way or to any extent owed, in whole or in part, under any claim or theory of strict liability. The provisions of this Article shall survive the termination or assignment of this Agreement and the other Basic Do... | Label: Survival |
96093afc-59b1-417f-92b0-c413733c20cf | Clause:
Notices delivered under this Agreement shall be delivered to the Company at its principal office (Attention: Secretary), and to the Participant at such address as the Participant shall designate in writing to the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Notices |
97349878-92c4-4fbc-8ac8-1984ec071004 | Clause:
Each Grantor, to the greatest extent not prohibited by Law, hereby (A) agrees that it will not invoke, claim or assert the benefit of any Law now or hereafter in effect (including any right to prior notice or judicial hearing in connection with the Administrative Agent’s possession, custody or disposition of an... | Label: Waivers |
e489830e-0740-4486-b90b-2b965ce08de1 | Clause:
This instrument may be executed in any number of counterparts, each of which will for all purposes be deemed to be an original, and all of which are identical except that to facilitate recordation, in particular counterparts hereof, portions of Exhibit A hereto which describe properties situated in counties oth... | Label: Counterparts |
3686dacb-5fd9-454f-a27b-6aafed0663a3 | Clause:
In accordance with the provisions of Section 13.01 of the Third Advisory Agreement, the term of the Third Advisory Agreement is hereby renewed for an additional one-year term, and notwithstanding the language in Section 13.01 of the Third Advisory Agreement is acknowledged and agreed by the Parties to be a one-... | Label: Terms |
9baa49bf-bee8-4437-b1f6-5b8c571f95dc | Clause:
For purposes of this Option, except as otherwise expressly provided herein or unless the context otherwise requires, initially capitalized terms used in this Option have the meanings set forth in Schedule 1.1 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Definitions |
b0a650aa-cd70-470e-9f02-16ec6b8c503b | Clause:
This Agreement shall become effective on the Effective Date and shall continue in effect through the second anniversary of the Effective Date, unless earlier terminated as hereinafter provided. Commencing on the second anniversary of the Effective Date and each anniversary of the Effective Date thereafter, the ... | Label: Terms |
e4e4f5c7-95df-462b-8232-caaf5c24e00d | Clause:
In addition to the compensation provided herein, the Company will reimburse you for reasonable business related expenses incurred in good faith in the performance of your duties for the Company. Such payments shall be made by the Company in accordance with its normal policies for senior executives of the Compa... | Label: Expenses |
36596071-71e4-454b-9c16-53e0eed1519a | Clause:
The provisions of this Agreement will inure to the benefit of the successors and assigns of the Company.
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, A... | Label: Assignments |
1fd8cdb8-99a7-4b78-abe7-d842d3a84d9f | Clause:
The Lenders shall have received (i) unqualified audited consolidated financial statements of Kimco for the fiscal years ended December 31, 2014 and December 31, 2015, and (ii) unaudited interim consolidated financial statements of Kimco for each quarterly period (other than the fourth quarter of any fiscal year... | Label: Financial Statements |
645518df-8682-4487-a01b-f00ad15d5c4b | Clause:
Subject to the limitations set forth in Section 7.4 above, an Indemnitor hereunder promptly shall reimburse the Indemnitee for all Losses constituting reasonable expenses (including reasonable attorneys’ fees and disbursements) as they are incurred in connection with investigating, preparing to defend or defend... | Label: Expenses |
6911fb2f-1e76-4903-9c19-ce9900304f99 | Clause:
The Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, and, to the extent applicable, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted ... | Label: Anti-Corruption Laws |
be26046c-a4f6-4130-864d-fba19e1d3bfd | Clause:
All questions concerning the construction, validity and interpretation of this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Governing Laws |
ecead49c-ccc6-4b7a-a8b1-cfd0c5b7af83 | Clause:
Neither the Parent MLP, nor the Borrower nor any other Restricted Subsidiary will enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of the Paren... | Label: Transactions With Affiliates |
12de41a3-b708-4ebb-87ef-0dc7e37cdb9f | Clause:
(a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohib... | Label: Erisa |
77709955-f0ff-44fd-9032-7c38dd9c0925 | Clause:
The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof, except for any failure to pay such taxes or file such returns that could not, individually or in the aggregate, reasonably be expected to have a ... | Label: Taxes |
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