id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
9bce5055-75c3-410e-89af-515acc88b77e | Clause:
This Separation Agreement, including the provisions of Exhibits 1 and 2 hereto, sets forth the entire agreement between the parties hereto related to the subject matter herein, and, except as expressly set forth herein, fully supersedes any prior agreements or understandings between the parties, whether orally ... | Label: Entire Agreements |
ba987028-197d-4264-a593-3b1915e784ec | 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 rule of strict construction will be applied against any party. Any reference to any federal, state, local or foreign statute or law will be deemed also to refer to all rules and reg... | Label: Construction |
238d17b9-fa85-4162-863f-a617926fbb52 | Clause:
The Company shall reimburse Creditor or its designee(s) up to $87,500 for all legal fees, costs and expenses incurred by it or its Affiliates in connection with the transactions contemplated by the Exchange Documents, including in connection with the post-Closing filings with the SEC, which amount shall be in a... | Label: Expenses |
49add182-260d-4ae2-9a91-7a12920a111f | Clause:
Except as set forth in the SEC Reports, there is no Proceeding that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse ... | Label: Litigations |
cc8d82d2-7bb5-4e83-91bd-800e0350c8fa | Clause:
If a Change in Control shall occur, then all nonvested Restricted Stock shall fully vest, all restrictions (other than those described in Paragraph 12) applicable to such Restricted Stock shall terminate and the Company shall release from escrow or trust and shall deliver to the Employee all shares of Restricte... | Label: Change In Control |
b85e4371-f3f2-435a-ac1e-0eded15e93cc | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before November 3, 2017; p... | Label: Terminations |
81355dbb-a478-4056-a52f-ef41e5941559 | Clause:
This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties, whether arising in contract, tort, equity or otherwis... | Label: Governing Laws |
04e6a554-be64-42d8-81e0-6e28a5f47172 | Clause:
This Agreement creates a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Release Date, (b) be binding upon each Debtor and its successors and assigns, and (c) inure to the benefit of, and be enforceable by, Administrative Agent and its successors, transfere... | Label: Releases |
3fa8fa4c-7aee-4165-9b9b-fb5abeaa515d | 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 or under any other Loan Document without the p... | Label: Successors |
b0bc4ebd-ddc3-4351-bf6a-33c8e9124233 | Clause:
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. For purposes of Section 9.04 of the Term Loan Agreement only, Section... | Label: Headings |
075821e6-f973-4955-ac13-4488c19d7ef4 | Clause:
Each of the General Partner, the Partnership and the Partnership’s Subsidiaries has been duly formed and is validly existing and in good standing under the Laws of the State or other jurisdiction of its organization and has the requisite power and authority, and has all material governmental licenses, authoriza... | Label: Qualifications |
424e0354-296e-4e36-9784-2d856e4d1164 | Clause:
All cash compensation (including, without limitation, Annual Base Salary and Annual Bonuses) payable to Executive under this Agreement shall be paid in accordance with all relevant Company policies and directives, rules and regulations, and accounting policies then in effect from time to time and shall be subje... | Label: Payments |
a3e0d9a1-a58f-4477-82a1-bbf2d402b082 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH RESPECT TO THE SELLER AND THE SERVICER, THE EXCLUSIVE JURISDICTION, AND (II) WITH RESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY A... | Label: Consent To Jurisdiction |
f56e4331-4348-48c1-bc38-27eed6d3d642 | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Holder (other than by merger). Any Holder may assign any or all of i... | Label: Assignments |
03515d81-49cc-41fb-bc71-d164cfb65abe | Clause:
All notices, requests, demands and other communications to any party hereunder shall be in writing (including prepaid overnight courier, facsimile transmission or similar writing) and shall be given to any of the Borrowers and/or the Facility Agent and/or the Security Trustee at its respective address or facsim... | Label: Notices |
9b10a3a4-9644-46f2-a444-2c72003afaaf | Clause:
All representations and warranties made in this Amendment or in any other Loan Document shall survive the execution and delivery of this Amendment. Such representations and warranties have been or will be relied upon by the Agent and each Lender, regardless of any investigation made by the Agent or any Lender ... | Label: Warranties |
407b43cc-9891-4d30-a478-c00fca9480c7 | Clause:
In the event, in any case prior to the Vesting Date, of (1) a termination of Participant’s employment other than under circumstances that would result in the Accelerated Vesting Date, (2) Participant attempting to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any unve... | Label: Forfeitures |
7da5b6ea-6d4f-41a1-a5fe-8a0dc0dbfd8a | Clause:
Each Party shall bear its own expenses (including, but not limited to, legal, investment banker, accountant, financial advisor fees and expenses) in connection with this Agreement and the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Expenses |
f602b244-d36b-4566-b723-05a07829570d | Clause:
On the terms and subject to the conditions of this Agreement, immediately upon the execution of this Agreement, the Cancellation Transaction shall be deemed to be consummated. Each party hereto acknowledges receipt of the consideration set for in the Recitals above as to be received by such party. Upon the exec... | Label: Assignments |
d4c13b02-f8cc-481f-ac47-7b4538e690fe | Clause:
Except with respect to the Indebtedness set forth on Schedule III attached hereto, neither the Guarantor nor any of its Subsidiaries is in default under or with respect to any agreement, instrument or undertaking to which it is a party or by which it is bound in any respect which could reasonably be expected to... | Label: No Defaults |
c646bbda-e2c2-446d-91fa-bea3ab2e982a | Clause:
If the development, manufacture, use, sale, offer for sale, import or export of the Licensed Product in the Licensed Field and in the Licensed Territory results in a claim for Patent infringement by a Third Party, the Party first having notice of such claim shall promptly notify the other Party in writing of su... | Label: Notices |
bf91ed0a-a4ab-4a88-b192-47852674e43f | Clause:
Expenses of administering the Plan shall be paid by the Employers, as directed by the Parent 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, Auth... | Label: Expenses |
0f26a8d6-c63b-4a87-8111-a15b32aab9b2 | Clause:
All of the terms and conditions set forth in the LMMA, dated September 6, 2017, by and between G&L and Alliance, remain the same as if GA DU is stepping into G&L's shoes, and the LMMA may not thereafter be modified without written consent of both Alliance and GA DU.
Task: Classify this clause into ONE of these... | Label: Terms |
f566863c-b361-49e1-9a29-c788dd59efcb | Clause:
Unless otherwise provided under the terms of a Phantom Stock Agreement and subject to subsection (i) above, in the event a Participant elects to defer under this Plan any award of Restricted Stock that, in accordance with the director compensation program or policy then in effect, would have been subject to ves... | Label: Vesting |
8c7e0ddb-3341-4a94-90ad-9ffe1abffc4f | Clause:
The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the ri... | Label: No Waivers |
53221d5c-0aee-416d-a1c6-90cadff146e0 | Clause:
On the Restatement Effective Date, the U.S. Borrower provided to the Administrative Agent a description of all insurance maintained by or on behalf of the Loan Parties and the Material Subsidiaries as of the Restatement Effective Date. As of the Restatement Effective Date, all premiums due in respect of such in... | Label: Insurances |
ac9e3b78-5e7e-4520-bf02-ac6995853eba | Clause:
Directly or indirectly, use the proceeds of the Loans for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Anti-Corruption Laws |
64171bfb-a8f1-455a-a019-cb6c0ca605d2 | Clause:
The Executive shall be provided indemnification by the Company to the maximum extent permitted by applicable law and its charter documents against expenses incurred and damages paid or payable by the Executive with respect to claims based on actions or failures to act by the Executive in his capacity as an offi... | Label: Indemnifications |
0919766b-bc55-43d7-8bd8-0f86f7eef8bd | Clause:
Each Lender, other than Bank of America, that is designated (on the cover page of this Agreement or otherwise) by Bank of America as an “Arranger,” “Bookrunner” or “Agent” of any type shall have no right, power or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event ha... | Label: Titles |
c1b46d84-6260-4612-bff4-9f747df3f361 | Clause:
As used in this Agreement, the following terms have the meanings specified below. If a capitalized term is used in this Agreement, or any Exhibit or Schedule, and is not otherwise defined herein or therein or in this Article I , such term shall have the meaning assigned thereto in the Credit Agreement.
Task: C... | Label: Defined Terms |
66269ea5-cb32-40b3-9596-f151cd7924fe | Clause:
Borrower shall use the net proceeds of the Initial Tranche Loan received by it to acquire assets from the Company pursuant to the Contribution Agreement and for general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Use Of Proceeds |
f691225e-fb61-4bbb-abe5-6e5d430f8cc5 | Clause:
This Guaranty may not be amended except in writing signed by the Requisite Lenders (or all of the Lenders if required under the terms of the Credit Agreement), the Administrative Agent and each Guarantor, subject to Section 13.6. of the Credit Agreement.
Task: Classify this clause into ONE of these types (exac... | Label: Amendments |
d556220d-bb9b-4b9b-a9f6-c54a9f26e109 | Clause:
During the Employment Term, the Company agrees to pay the Executive a base salary (the “ Base Salary ”) at an annual rate of Three Hundred Eighty One Thousand One Hundred and Fifty Dollars ($381,150), payable semi-monthly in accordance with the regular payroll practices of the Company. The Executive’s Base Sala... | Label: Base Salary |
4d5f36e1-4c6c-434b-9b1b-a92d322f42b1 | Clause:
Immediately after the consummation of the Transactions to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and as of the date of each other extension of credit hereunder after, in each case, the application of the proceeds of such Loans, and after giving effect to the ... | Label: Solvency |
1928f65f-b49e-49da-9567-5f8d857e6abe | Clause:
The Company agrees to (i) pay the Escrow Agent upon the Closing and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Schedule 4 hereto, and (ii) pay or reimburse the Escrow Agent upon request for all... | Label: Fees |
0fe43ad7-4014-406a-940a-cc3846e21d97 | Clause:
During the Term, the Company shall pay to the Executive a base salary of $425,000 annually, which shall be subject to review and, at the option of the Compensation Committee of Directors of the Company (the “Committee”), subject to increase (such salary, as the same may be increased from time to time as aforesa... | Label: Base Salary |
5fea57c5-3a91-4a77-8e28-43234e53891c | Clause:
The Company may carry on any lawful business, purpose or activity permitted by the Act. The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Subject to the provisions of this Agreement and except as prohibited by the Act, (i) the Company may... | Label: Powers |
6e7f8e44-6282-4b57-8d4c-2f582c4210de | Clause:
Except in the case of a change of control, merger, spin-off or other reorganization, neither Party shall assign any of its rights, or delegate any of its obligations, under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned, or delayed. In ... | Label: Assignments |
51c146d6-2928-4e27-838d-302ea3af6228 | Clause:
This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of the Company to Executive. Executive acknowledges that Executive has not relied on any representations, promises, or agreements of any kind made to Executive in connection with Executive’s deci... | Label: Entire Agreements |
3779a27a-9bbc-4e7b-a9fa-9fa5425086e7 | Clause:
This Guaranty Agreement, together with the Credit Agreement and other Loan Documents, constitutes and expresses the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, agreements, understandings, inducements, commitments or conditions... | Label: Entire Agreements |
5142d384-21f5-4626-be4b-7727cae58cab | Clause:
Borrower shall not change its principal place of business set forth in the introductory paragraph of this Agreement without first giving Lender at least thirty (30) days’ prior notice. Borrower shall not change the place of its organization as set forth in Section 4.1.28 without the consent of Lender, which con... | Label: Organizations |
29d5608a-4b56-4e21-bbf5-be8619d48afb | Clause:
The headings in this Note are inserted for convenience of reference only and shall not limit or otherwise affect the meaning hereof and do not constitute part of this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Headings |
73b1b25b-1faf-4283-a018-ff6a8315f8cf | Clause:
To the extent required to be filed in respect of the Acquired Assets or in connection with the operation of the Credit Card Business (a) Seller has filed all material Tax returns required to be filed and has paid all Taxes due in respect of such Tax returns or pursuant to any assessment which has become payable... | Label: Taxes |
944b8d20-a301-41fe-85ff-1e64ef72b3e2 | Clause:
In the event of Executive’s death during the Term, Executive’s employment hereunder shall immediately and automatically terminate. In such event, the Company shall pay to Executive’s designated beneficiaries or, if no beneficiaries have been designated by Executive, to his estate, (a) the Base Salary earned but... | Label: Death |
c4b497d1-f866-4273-941d-7a025a6ace15 | Clause:
Each of Holdings and its Restricted Subsidiaries owns, or has a valid license or right to use, all Intellectual Property necessary for the conduct of its business as currently conducted free and clear of all Liens except as permitted by the Loan Documents, except where the failure to do so would not reasonably ... | Label: Intellectual Property |
acd192e0-38ed-41c5-a994-f18d6696ee5d | Clause:
From and after the Operative Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Operative Date and to [the][the ... | Label: Payments |
d94fd116-18a0-4828-a313-4354a2a65416 | Clause:
This Refinancing Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic method of an executed counterpart of a signature page to this Refinancing Amendmen... | Label: Counterparts |
7613c5bb-8e5f-43e8-8da4-d24526d58819 | Clause:
Subject to the Company’s applicable Travel and Entertainment and Business Expense Policy (or, the practices and polices established by the Board if Company does not have a formal Travel and Entertainment and Business Expense Policy) as such policies apply to other similarly situated senior executives of the Com... | Label: Expenses |
819fa8e4-ca36-41c4-967c-c3a75320f3e4 | Clause:
This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any existing agreements between them whether oral or written. In case of a conflict between the terms of this Agreement and any purchase order contemplated hereunder, the terms of this Ag... | Label: Entire Agreements |
12de3546-da4e-42d5-8aed-f9bbdb593d08 | Clause:
If the Plan Sponsor has elected to permit distributions upon a Change in Control, the following provisions shall apply. A distribution made upon a Change in Control will be made at the time specified in Section 6.01(a) of the Adoption Agreement in the form elected by the Participant in accordance with the proce... | Label: Change In Control |
0f4b036d-9143-4c3e-95f5-d22711f0760d | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect or as to which the failure to be made or obtained and to be in full force and effect wo... | Label: No Conflicts |
a0577c79-c4cc-415e-8c26-e24da9d26a3c | Clause:
This Agreement shall be governed according to the laws of the state of New York. Venue for any legal or equitable action between the Company and the Consultant which relates to this Agreement shall be in the Federal or State courts located in the borough of Manhattan, City of New York, State of New York.
Task:... | Label: Venues |
a1856817-7ee7-4d4a-bf5b-6f6dea143058 | Clause:
Within twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defe... | Label: Participations |
c383739f-e19b-4d9b-86b8-77ce37b7123c | Clause:
The Company will pay you your Accrued Compensation within 30 days of the Separation Date, subject to standard payroll deductions and withholdings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Vacations |
56fd019f-5048-473a-9653-951a62869adf | Clause:
(a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1, 7.2 and 7.3, the closing of the Purchase (the “ Closing ”) shall take place at the offices of White & Case LLP, 1155 Avenue of the Americas, New York, New York, 10036-2787, as soon as practicable, but in any event with... | Label: Closings |
85d5a753-27d7-42a1-b449-ba1bb3144cee | Clause:
This Assignment Agreement may be executed and delivered (including by email or facsimile transmission) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the ot... | Label: Counterparts |
f8485fa9-7865-45b4-8cf2-746982b1d0b9 | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties hereto with respect to the subject matter of this Agreement.
Task: Classify this cla... | Label: Entire Agreements |
890605ef-1cd9-46ec-8ca7-dc33d7ecd47b | Clause:
EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH CREDIT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, ST... | Label: Waiver Of Jury Trials |
ba9e8a76-4c5d-4bb5-91bc-72fe14739a4f | Clause:
Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, the Company agrees to issue, sell and deliver to the Purchaser, free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, claim or restriction ... | Label: Sales |
ee0f37e6-5cab-40e7-aae0-6437a549de5e | Clause:
In addition to any other remedies available to a Partner, such Partner shall each have the right to seek equitable relief, including injunctive relief or specific performance, against another Partner or its Disclosure Parties in order to enforce the provisions of this Section 17.20 .
Task: Classify this claus... | Label: Remedies |
23ea5914-ac28-455c-afb4-6126186af6c5 | Clause:
As a condition to the delivery of shares of Common Stock, Holder must, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required... | Label: Tax Withholdings |
51662e9b-6122-4bd0-b1a0-61aeaae85320 | Clause:
All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the execution and delivery of the Loan Documents. All indemnity and reimbursement obligations provided in this Agreement shall survive the discharge, satisfaction or assignment of this Agreement an... | Label: Survival |
48038c23-34b4-4cb9-8c29-95b7bc9cc8bc | Clause:
Upon Tenant's written request given not more than ninety (90) days after Tenant's receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, specifically including, but not limited to... | Label: Records |
2cbd4071-7c81-42e6-9a00-5adb9d2a6d90 | Clause:
The Company and the Purchaser agree to execute any and all such other and further instruments and documents, and to take any and all such further actions, which are reasonably required to effectuate this Agreement and the intents and purposes hereof.
Task: Classify this clause into ONE of these types (exactly ... | Label: Further Assurances |
34f7f017-a361-4c47-a1c8-c125e8ee078b | Clause:
Except as provided in this Section 14.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on... | Label: Notices |
030b0e72-09d5-410e-bc95-7c96a166b689 | Clause:
To the maximum extent permitted by law, Tenant waives any right to contribution against the Landlord Parties (as hereinafter defined) and agrees to indemnify and save harmless the Landlord Parties from and against all claims of whatever nature arising from or claimed to have arisen from (i) any act, omission or... | Label: Indemnity |
95660d62-c8aa-468f-9429-df76b7acc366 | Clause:
Tenant represents and warrants that, except for Duke Realty Services, LLC representing Landlord, no other real estate broker or brokers were involved in the negotiation and execution of this Amendment. Tenant shall indemnify Landlord and hold it harmless from any and all liability for the breach of any such rep... | Label: Brokers |
b47b18b0-3577-4c08-9c07-c95d638ce43b | Clause:
If any term or provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any ... | Label: Severability |
73ff0992-8421-441d-af6f-b88a2ad722eb | Clause:
Except as otherwise provided in Section 4(b), RSUs which have not become vested as of the date the Grantee’s Employment terminates shall immediately be forfeited on such date, and the Grantee shall have no further rights with respect thereto.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Forfeitures |
fb78e464-deda-48b0-9b73-8fe8b25e5f72 | Clause:
This Agreement, including the Exhibits, when taken together with the confidentiality agreement (if any, which shall remain in full force and effect) embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no (and no Buyer is relying on a... | Label: Entire Agreements |
28455066-7579-4340-85a6-0f7cbe53318d | Clause:
If and to the extent any provision herein is held invalid or unenforceable at law, then such provision will be deemed stricken from this Agreement and the remainder of the Agreement will continue in effect and be valid and enforceable to the fullest extent permitted by law.
Task: Classify this clause into ONE ... | Label: Enforceability |
29350aa4-cff4-4c37-ab46-4828d865b858 | Clause:
Awards granted under the Plan must be approved by a majority of the Company’s “Independent Directors” (as defined under the Nasdaq Listing Rules) or the independent Compensation Committee of the Board, in each case acting as Administrator.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Approvals |
0d461e36-d4e2-409f-8389-0615869628d4 | Clause:
The Grantee agrees that no later than the Vesting Date, the Grantee shall pay to the Administrator (or at the option of the Company, to the Company) such amount as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred with respect to the Award. ... | Label: Withholdings |
15c29fb3-ff9d-4ed6-8eaf-daa62a40e98d | Clause:
The proceeds of any Credit Extension will be used by the Borrower for the purposes described in Section 5.09. No Loan Party nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each ... | Label: Use Of Proceeds |
b816385e-1fc4-40ee-ac5f-192d7ce3f116 | Clause:
Within five (5) Business Days after request therefore by Lender, a monthly, quarterly or annual report, as the case may be, showing: (i) all sales of Timeshare Interests (including cash sales); (ii) all remaining available inventory of Units and Timeshare Interests; (iii) a schedule of sales prices; and (iv) al... | Label: Sales |
63cb0629-6df4-4742-9621-ef7b193dc7b6 | Clause:
Any and all notices, elections, offers, acceptances, and demands permitted or required to be made under this Agreement shall be in writing, signed by the Party giving such notice, election, offer, acceptance, or demand and shall be delivered personally, by messenger, courier service, telecopy, first class mail ... | Label: Notices |
5dfbd8ff-3808-4764-b666-dbbc13c1de87 | Clause:
Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of suc... | Label: Use Of Proceeds |
d117584a-ed60-4600-9bd1-3297057c6842 | Clause:
GSO Associates is duly organized and validly existing as a limited liability company and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted. GSO Holdings is duly organized and validly existing as... | Label: Existence |
2fca1532-e5af-408f-8265-4e9fa4ed239a | Clause:
Each party's obligations under this Section 2.13 shall survive the resignation or replacement of the 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.
... | Label: Survival |
0bdb6cb8-6a50-4a37-a9aa-937b8b111bf3 | Clause:
Antigen Express shall keep complete and accurate records pertaining to its use and disposition of Merck Compound (including its storage, shipping (cold chain) and chain of custody activities) and, upon request of Merck, shall make such records open to review by Merck for the purpose of conducting investigations... | Label: Records |
b775d57b-6277-4c8f-8b5d-82eda60d7401 | Clause:
The Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof.
Task: Classify this cl... | Label: Entire Agreements |
bd29eae6-b868-422a-a38a-bd48a2585c03 | Clause:
During the Term, the Executive’s annual base salary shall be two hundred sixty thousand dollars ($260,000.00) (the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time. Executive shall be considered for performance and market-bas... | Label: Base Salary |
f0e38b03-4a0e-4693-abc9-1455e9391862 | Clause:
Borrower is not a party to any agreement or instrument or subject to any restriction which would reasonably be expected to have a Material Adverse Effect. Neither Borrower nor Mortgage Borrower is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenan... | Label: Agreements |
403d8827-90b7-4b8f-a7be-28935e3a824e | Clause:
All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by registere... | Label: Notices |
a66c0e26-55af-460a-ba4d-9dc53f1ad9ce | Clause:
This Agreement, together with the Plan, is the entire agreement of the parties with respect to the RSUs granted hereby and may not be amended except in a writing signed by both the Company and the Award Holder. If any provision of this Agreement is deemed invalid, it shall be modified to the extent possible and... | Label: Miscellaneous |
19f6c474-efdb-4a79-b83d-3d8a1417750e | Clause:
Employer shall have the right to withhold from the compensation payable to Kanipe 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 |
efdeeb84-cc31-4191-8eb1-e44a5b76b00d | Clause:
Provided that Colleague has: (i) complied in all respects with the requirements of this Agreement, specifically including Section 2, above, (ii) executed and not revoked this Agreement; and (iii) executed and not revoked, within the timeframe specified therein following the Separation Date, an additional Genera... | Label: Payments |
470e4ce5-613b-4b34-aea5-30630b7ccea2 | Clause:
This Amendment may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment... | Label: Counterparts |
4d88e5a2-37e1-4f56-83cf-8ea63204f1a1 | Clause:
Each Party shall keep and maintain accurate and complete records which are relevant to costs, expenses, sales and payments throughout the Territory used to determine payments to be made under this Agreement, and such records shall be maintained for a period of three (3) years from creation of individual records... | Label: Records |
73a32e7c-a38a-4024-970c-459858b49969 | Clause:
Subject to the terms and conditions contained herein, use the proceeds of the Loans for a Permitted Purpose; provided , that no proceeds of any Loan shall be used (a) for the purpose of purchasing or carrying directly or indirectly any margin stock as defined in Regulation U (“ Reg U ”) of the Board of Governor... | Label: Use Of Proceeds |
434e13f7-7867-42d4-afa2-e0a5af5ebdda | Clause:
This Amendment may be executed in counterparts, each of which, when so executed shall be deemed to be an original, and such counterparts together shall constitute and be one and the same instrument. The parties agree that if the signature of any party to this Amendment is not an original, but is a digital, mech... | Label: Counterparts |
f6d49b58-11da-4318-9b67-626ae36a8b2c | Clause:
All representations and warranties made by 12RT and the 12RT Shareholder on behalf of themselves individually in this Agreement shall be true and correct on and as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Representations |
25163019-46e6-435c-b101-34da202ab73c | Clause:
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS THAT IT MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN GUARANTOR AND ... | Label: Waiver Of Jury Trials |
3406b4fa-2a71-4c2e-bc48-2608c7ee57c3 | Clause:
Each Buyer, and each beneficial owner of each Buyer, is not subject to any economic or trade sanction laws or regulations or restrictive measures enacted, administered or enforced by any governmental authority of the United States of America, and no Buyer is acting on behalf of any person so subject.
Task: Cla... | Label: Sanctions |
70faa740-26ab-48f1-acf0-540112c7c5ac | Clause:
Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Administrative Agent has received counterparts bearing the signatures of all parties hereto. Delive... | Label: Counterparts |
8555be4e-5bc6-453d-8289-bd72834d0058 | Clause:
Because the Executive’s services are unique and because the Executive has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Section 8 . Therefore, in the event of a breach or threatened breach of this Section 8 , the Company or ... | Label: Enforcements |
48608fb9-5926-4137-8667-5162f8a15c25 | Clause:
This Amendment shall be governed by and construed in accordance with the terms set forth in Section 21.10 of the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Governing Laws |
a6beff9f-5f66-4234-bb60-dc69a885854b | Clause:
The Agent shall have received a customary certificate from the chief financial officer of the U.S. Borrower certifying that the Loan Parties, on a consolidated basis after giving effect to the Refinancing Transactions to occur on the Closing Date, are solvent (within the meaning of Section 3.15).
Task: Classif... | Label: Solvency |
577adc6b-dbb7-41fa-86ad-7a5f1fdb6ad1 | Clause:
This Agreement shall be binding upon, and inure to the benefit of, the legal representatives, heirs, successors and permitted assigns of the respective parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Binding Effects |
0e281d05-a84b-4c96-922e-312a6aac5ce8 | Clause:
This Agreement (together with the Plan) constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof except that any non-solicitation, confidentialit... | Label: Entire Agreements |
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