id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
e366d2c8-f6c8-425f-a3c4-00d1735dadcf | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Signed counterparts of this Agreement may be delivered by facsimile and by scanned .pdf image.
Task: Classify this clause into O... | Label: Counterparts |
b216046a-e0da-4945-9b8e-141fc547317e | Clause:
This Agreement is governed by the Employee Retirement Income Security Act of 1974, as amended, and, to the extent applicable, the laws of the State of Delaware, without reference to the conflict of law provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Governing Laws |
7baf24e1-51d4-4876-82ff-c43801b97bff | Clause:
Such Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and is the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Pledg... | Label: Titles |
17f7f47c-c568-47c6-877b-0a98f07463fd | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE ... | Label: Applicable Laws |
9417e06a-8763-4aa0-ac09-2e4166472f15 | Clause:
Since May 12, 2016, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial s... | Label: Financial Statements |
f3508871-6e91-4e11-a762-5a67e49bb4c1 | Clause:
This Agreement, including the Employee Inventions and Confidentiality Agreement, sets forth the terms of your service with the Company and supersedes any prior representations or agreements, whether written or oral. This Agreement may not be modified or amended except by a written agreement signed by you and an... | Label: Entire Agreements |
3429bcc9-69e1-4339-a73a-c3e64d4e1625 | Clause:
Neither party shall assign any of its rights nor delegate any of its duties or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Manager may assign this Agreement to a successor in interest by providing notice to Group, which notice shall state... | Label: Assignments |
bde31e0b-46f5-417d-a933-bd15f309bdf6 | Clause:
No Units shall be delivered hereunder to or in respect of a Participant unless the amount of all federal, state and other governmental withholding tax requirements imposed upon the Company or an Affiliate with respect to the issuance of such Units has been remitted to the Company or an Affiliate or unless provi... | Label: Withholdings |
7c5233fc-8c35-49db-895a-b4352696abb7 | Clause:
(a) The Reporting Company and each of its Restricted Subsidiaries have timely filed all federal and all material state, the United Kingdom and other tax returns and reports required to be filed, and have timely paid all U.S. federal income taxes, all United Kingdom corporation tax and all material state and oth... | Label: Taxes |
e1e5d8d3-14a3-4c8f-9f22-73429fe15c64 | Clause:
Sellers shall maintain existing insurance or “tail” insurance, in form and substance reasonably acceptable to Buyer (“ Seller Insurance ”), to insure against liabilities in connection with the development, business or operation of the Sellers and/or the Purchased Assets. The Seller Insurance coverage shall be r... | Label: Insurances |
1595c6ff-9d93-467f-a887-f8665d857187 | Clause:
In addition to any specific benefits herein granted to Employee, Employee shall be entitled to participate in all benefit programs, if any, such as pension or retirement plans, profit-sharing plans, life insurance, and any other plans or benefits, that Employer provides from time to time to its employees, subje... | Label: General |
8a38a3a5-6ec7-4277-bf51-2697239c5320 | Clause:
While employed by the Company pursuant to this Agreement, the Company shall pay the Employee an annual base salary of $450,000 (the “ Base Salary ”), payable in accordance with the Company’s normal payroll practices. The Compensation Committee of the Board shall periodically review Employee’s compensation and ... | Label: Base Salary |
14ecbe14-9612-463c-a1f3-9f90340f3631 | Clause:
This Assignment and the obligations of the parties hereunder shall be binding upon and inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns, shall be governed by and construed in accordance with the laws of the State of Nevada applicable to agreements made a... | Label: Miscellaneous |
5ffc8331-88bd-48c7-aab7-79f2a73b5ea1 | Clause:
The Purchaser has not incurred and will incur any liability for any brokerage fees, commissions, finders’ fees or similar fees in connection with this Agreement or the transactions contemplated hereby for which the Sellers may become liable.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Brokers |
298e7f2e-4402-488a-817d-41df6dff0a35 | Clause:
Any judicial proceeding brought against the Executive with respect to this Agreement may be brought in any court of competent jurisdiction in Amsterdam, The Netherlands.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Consent To Jurisdiction |
743a53d2-f0f2-4582-b7f8-9cce11b00ced | Clause:
This Agreement shall be subject to, and the Parties shall comply with, all valid and applicable Laws, including environmental and product quality Laws applicable to fuels.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Compliance With Laws |
e2fde799-c19d-43ac-ab16-da2362d36d93 | Clause:
The unpaid principal amount of the Note, the unpaid interest accrued thereon, the interest rate or rates applicable to such unpaid principal amount, the duration of such applicability and the accrued and unpaid commitment fee shall at all times be ascertained from the records of Lender which shall be conclusive... | Label: Records |
9d891c6c-30be-4ab1-b6db-530ec6b42d29 | Clause:
T HIS T HIRD A MENDMENT AND ANY CLAIM , CONTROVERSY , DISPUTE OR CAUSE OF ACTION ( WHETHER IN CONTRACT OR TORT OR OTHERWISE ) BASED UPON , ARISING OUT OF OR RELATING TO THIS T HIRD A MENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAW OF THE S TATE... | Label: Governing Laws |
7de0498f-20ee-43a3-b564-d90cf4709b82 | Clause:
Executive agrees to hold in strict confidence all non-public information concerning any matters affecting or relating to the business of the Company and its Affiliates, including without limiting the generality of the foregoing non-public information concerning its manner of operation, business or other plans d... | Label: Confidentiality |
7953f08a-a716-4250-b6b0-da4e79a3b4f9 | Clause:
Except as may otherwise be provided herein, a number of PSUs (rounded down to the nearest whole number) (the “ Earned PSUs ”), if any, equal to the sum of (i) the EPS Earned PSUs (as defined in Annex A hereto) plus (ii) the TSR Earned PSUs (as defined in Annex A hereto) shall vest on the third anniversary of th... | Label: General |
16600c53-9b7a-4cad-8e0a-eaa99df09437 | Clause:
This Agreement, and the attached exhibits, supersede all prior discussions and agreements among the parties with respect to the subject matter hereof, and contain the sole and entire agreement between the parties hereto with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Entire Agreements |
fb5c081d-6786-41a8-ba1e-97cf7285c91a | Clause:
In the event the sale of the Company’s 3.25% Convertible Senior Notes due 2024 is not consummated with the initial purchasers thereof on May 12, 2017 (such date, or such later date as agreed upon by the parties “ Early Termination Date ”), this Agreement shall automatically terminate (the “ Early Termination ”)... | Label: Effectiveness |
03ed7f24-6cb7-443f-8081-bdd83f111061 | Clause:
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Waiver Of Jury Trials |
8b9ff2cf-85c3-4078-9053-598e20815542 | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Governing Laws |
a1a5e725-164b-4bd5-82e1-f70b854b189f | Clause:
The Executive acknowledges and agrees that there are certain trade secrets and confidential and proprietary information (collectively, " Confidential Information ") which have been developed by the Corporation and which are used by the Corporation in its business. Confidential Information shall include, without... | Label: Confidentiality |
cc459e0a-37d2-4646-986f-a218621f54df | Clause:
The Administrator shall serve without bond unless state or federal statutes require otherwise, in which event the Company shall pay the premium. The expenses of the Administrator shall be paid by the Company. Such expenses shall include all expenses incident to the functioning of the Administrator, including ... | Label: Expenses |
c33ad8a0-5158-48d8-bf20-2e5b778660a6 | Clause:
Upon consummation of the Exchange, all legal and administrative costs incurred in connection with this Agreement and the transactions contemplated hereby, including reasonable fees and expenses (not to exceed $30,000) of Noteholder’s legal counsel, shall be paid by Company.
Task: Classify this clause into ONE ... | Label: Expenses |
3e7e179a-62a7-4ed8-becd-b8108ec0d1ba | Clause:
BGC Partners and the Escrow Agent shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as BGC Partners and the Escrow Agent are required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or fore... | Label: Withholdings |
e3317137-9f4a-4461-822f-1f25a8e07585 | Clause:
This Agreement will be governed by and construed in accordance with the internal law of the State of Delaware without giving effect to any choice of law or conflict provision or rule that would cause the laws of any jurisdiction other than the State of Delaware to be applied.
Task: Classify this clause into ON... | Label: Governing Laws |
b45524c9-46a5-41d9-bd66-78b8341a5382 | Clause:
The representations and warranties of the Parties contained in this Agreement shall survive the Closing or termination of this Agreement until the date which is twelve (12) months after the Closing or termination of this Agreement; provided, however , that if there is a Closing the Fundamental Representations s... | Label: Warranties |
50f62ed6-14f8-4380-9c2a-d604bf9bdce9 | Clause:
Executive shall serve as the Company’s Chief Financial Officer, and be the Principal Financial Officer and Principal Accounting Officer of the Company and responsible for all financial matters and management of the Company. The Executive shall report directly to the Company’s Chief Executive Officer and Board o... | Label: Duties |
2f47bf68-25bd-4598-8cfa-449f0eb585ce | Clause:
As of the date of this Agreement, there is no litigation, action, suit, investigation or governmental proceeding pending or, to the knowledge of the Company, threatened, against the Company or its Subsidiaries or affecting any of the properties or assets of the Company or its Subsidiaries that would, individual... | Label: Litigations |
68c7f0d0-af32-43ed-9a1c-45dc72b7bf58 | Clause:
On the date the Extension Request is given there shall exist no Default or Event of Default and on the then applicable Revolving Credit Maturity Date (as determined without regard to such extension) there shall exist no Default or Event of Default.
Task: Classify this clause into ONE of these types (exactly on... | Label: No Defaults |
938aa745-fc8e-4abe-bf9e-0197b4e431d0 | Clause:
Everi has not made, nor does it make any promises or warranties (express or implied) with regard to the tax consequences, if any, of the Settlement Payments. Chary agrees to pay all taxes, if any, which may be owing on any Settlement Payments, except for the Withholdings, i.e. , Everi's portion of FICA, Medica... | Label: Taxes |
03f1de47-86c2-4114-8ad3-a0517ec05b04 | Clause:
After the Closing Date, Buyer shall, and shall cause the Company and the Operating Company to, consistent with its record keeping policies but not less than until the third anniversary of the Closing Date, retain all books, records, and other documents of the Company and the Operating Company relating to period... | Label: Records |
74df4cdf-1828-4fd8-ba9b-f911135c431c | Clause:
Each of the Borrower and Holdings agrees to take any further action that is reasonably requested by Administrative Agent to effect the purposes of this Agreement and the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Further Assurances |
d5b2c0cb-68d5-4e87-80f7-c4cfe302d4ab | Clause:
This Warrant may be executed in any number of counterparts on separate counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Counterparts |
4a991fed-6ec7-425c-adbb-39cb6fb2f7bc | Clause:
The representations and warranties of each Credit Party set forth in the Credit Documents (including, for avoidance of doubt, in the Credit Agreement) are true and correct in all material respects on and as of the Seventh Amendment Effective Date, except to the extent such representations and warranties specifi... | Label: Warranties |
43e6a367-6951-416d-8368-c07a955655f3 | Clause:
Neither the Company nor the Subsidiaries or any related entities (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a FINRA member” or “associated ... | Label: Brokers |
31f161cc-d7fa-44df-8967-607f0cc4aaa5 | Clause:
The Executive acknowledges and agrees that the scope described above is necessary and reasonable in order to protect the Employer in the conduct of its business and that, if the Executive becomes employed by another employer, the Executive shall be required to disclose the existence of this Paragraph 8 to such ... | Label: Disclosures |
5c1e5c11-d7d2-4b9b-9336-4d55b8bd9fd3 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
7d4f9091-dc1e-4dd7-8d48-dcb4552b9d33 | Clause:
At any time from time to time, at the sole expense of Seller, Seller shall (i) defend the right, title and interest of Purchaser in and to the Purchased Assets and other Collateral against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of all Persons, (i... | Label: Further Assurances |
59147819-2037-4e8e-8c61-af3a1ee5a4dc | Clause:
As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, to the extent applicable, are fully paid and non-assessable and are owned by a Loan Party or ... | Label: Subsidiaries |
64fdb9c0-a02a-4dd9-a6b0-4b3b3e5fd4a3 | Clause:
Employee is engaged and shall serve as the Executive Vice President and Chief Financial Officer of Employer and, as may be requested by Employer from time to time, any other direct or indirect subsidiaries of Employer that may be formed or acquired. In addition, Employee shall have such other duties and hold su... | Label: Duties |
3553213b-000f-46c8-afb6-95ae4fea1fff | Clause:
The obligations of the Guarantor under this Guaranty shall continue in full force and effect and shall remain in operation until all of the Obligations shall have been paid in full or otherwise fully satisfied, and continue to be effective or be reinstated, as the case may be, if at any time payment or other sa... | Label: Effectiveness |
b0639a2c-fa0d-4005-b290-f147a1df3b90 | Clause:
Subject to the satisfaction of the conditions to effectiveness set forth in Section 6 of this Amendment and in reliance upon the representations and warranties set forth in Section 7 of this Amendment, the Lenders hereby authorize Agent at Agent's election to enter into an intercreditor agreement with De Lage L... | Label: Consents |
0f785184-a3e4-426d-9b11-37eb9d5fc3d6 | Clause:
Borrower hereby indemnifies each of the Lenders against any actual loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) which may arise... | Label: Indemnity |
cdc4716c-ae00-42ff-ac93-df7fc2334d1f | Clause:
Headings used in this Agreement are for convenience of reference only and do not constitute part of this Agreement for any purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Headings |
d447e9d7-515e-4ab7-bd9a-8d5edc236a00 | Clause:
Subject to the terms and conditions of the Purchase Agreement, Assignor hereby assigns all of its right, title and interest in and to the Purchase Agreement to Assignee, and Assignee hereby accepts the assignment and assumes all of Assignor's right, title and interest in the Purchase Agreement from and after th... | Label: Assignments |
3025f841-53de-45e3-88c6-afec9b45dff9 | Clause:
The Participant also acknowledges and agrees that the Corporation’s remedies at law for a breach of any of the Covenants would be inadequate and, in recognition of this fact, the Participant agrees that, in the event of such a breach, in addition to any remedies at law, the Corporation shall be entitled to obta... | Label: Remedies |
845aa8d1-86e4-4aeb-b737-ae81b0973152 | Clause:
All Liens granted to Lender under the Loan Documents are for the benefit of Secured Parties. Promptly upon request, Borrowers shall deliver such instruments and agreements, and shall take such actions, as Lender deems appropriate under applicable law to evidence or perfect its Lien on any Collateral, or otherw... | Label: Further Assurances |
374d0d40-2103-4939-b2d7-8531ae95ab6a | Clause:
During the Employment Term, Ascena shall pay Executive a base salary at the annual rate of $1,000,000 per year or such higher rate as may be determined from time to time by the Board or a Compensation Committee of the Board (“ Base Salary ”). Such Base Salary shall be paid in accordance with Ascena’s standard p... | Label: Base Salary |
747a77b2-0750-4027-8e11-602fd6a01773 | Clause:
Each party shall be responsible for its own fees and expenses (including without limitation the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contempl... | Label: Expenses |
0dd631d2-91e3-4e90-98e0-cc1f0d44df45 | Clause:
All invoices, notices, requests and other communications given pursuant to this Agreement shall be in writing and sent by email or nationally recognized overnight courier. A notice shall be deemed to have been received when transmitted by email to the other Party’s email address set forth in Schedule M of the S... | Label: Notices |
35bd28ec-2c57-44af-b08e-7cbb2160a59c | Clause:
There is hereby created a class of Units designated as “Series A Convertible Preferred Units”, with the designations, preferences and relative, participating, optional or other special rights, powers and duties as set forth in this Section 5.11 and elsewhere in this Agreement.
Task: Classify this clause into O... | Label: General |
e6d966d3-8b87-455f-ac08-d18ec44221e8 | Clause:
The parties agree that each party has reviewed this Lease and has had the opportunity to have counsel review the same, and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Lease or any amendments or any exhib... | Label: Construction |
e458771c-3a03-4594-80f4-d4478b2e8aa5 | Clause:
Immediately following the making of the Loans on the Effective Date and after giving effect to the application of the proceeds of the Loans, (a) the fair value of the assets of Level 3 and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, conti... | Label: Solvency |
eaaa3a85-94a2-44ae-a4a3-6420bff90f8f | Clause:
Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 6 or 7 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees t... | Label: Specific Performance |
40526f7d-ff97-4926-a491-99c570589c89 | Clause:
If the Borrowers at any time shall be entitled to receive any payments with respect to any Interest Rate Cap Agreement during the continuance of any Lockbox Period, pursuant to the Assignment of Interest Rate Cap Agreement, the Counterparty has agreed to pay such amounts directly to the Collateral Agent.
Task:... | Label: Payments |
b45700bc-0c50-40f7-ba5f-1c7e2efa90f7 | Clause:
Subject to the restrictions on transfer set forth in this Agreement, this Agreement shall be binding on and inure to the benefit of the Shareholders and their respective transferees, successors, assigns and legal representatives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Binding Effects |
b4f12e05-9a3b-46a5-8406-12bce1810442 | Clause:
This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall ... | Label: Counterparts |
c64f3c65-3007-4e79-9958-50203b023a2a | Clause:
Owner and Manager may deliver executed signature pages to this Agreement by email to the other Party, which electronic delivery shall be deemed to be an original executed signature page. This Agreement may be executed in counterpart, each of which shall be deemed an original and all of which together shall cons... | Label: Counterparts |
679bb4c0-ffd9-4a84-812e-c58494eeb193 | Clause:
The representations and warranties of Seller set forth in Section 10.1, will survive the Closing for a period of nine (9) months. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations and warranties, or any such breach, unless and u... | Label: Warranties |
b8719fc4-ba1d-47c1-b547-f5c5e0068390 | Clause:
This Agreement may be terminated before the Closing by the Purchaser by written notice to the Company, if the Closing has not been consummated on or before January 30, 2018; provided , however , that such termination will not affect the right of any party to sue for any breach by the other party.
Task: Classif... | Label: Terminations |
6f0a285e-0a4b-4aa2-86f2-5b04cf507f01 | Clause:
All computations of interest for Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such por... | Label: Fees |
4c7c4c52-1985-4d3d-94d0-54196b19c3bc | Clause:
FOR PURPOSES OF ANY LEGAL ACTION OR PROCEEDING BROUGHT BY ANY MEMBER OF THE LENDER GROUP WITH RESPECT TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY BANK PRODUCTS DOCUMENT, EACH CREDIT PARTY HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE STATE OF NEW YO... | Label: Jurisdictions |
b374beb6-a582-4031-91fb-b37f09eab1f2 | Clause:
This Agreement may be executed in counterparts, each of which will take effect as an original, and all of which shall evidence one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Counterparts |
3963a4b8-0d23-4a4f-9510-df7ebca672f7 | Clause:
This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.
Task: Classi... | Label: Amendments |
4a1b9bf0-e250-4ac2-b0ea-5f66c9f9d1e8 | Clause:
Schedule 5.8 contains an accurate list of all Material Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Borrower or other Subsidiaries. All of... | Label: Subsidiaries |
aea26fad-2f56-4068-ae0b-c8542a25cc6a | Clause:
(a) The proceeds of the Revolving Facility will be used only for working capital needs and other general corporate purposes of the Borrower and its Subsidiaries, including for acquisitions (other than Hostile Acquisitions) and refinancing Indebtedness under the Existing Credit Agreement and other transactions p... | Label: Use Of Proceeds |
dcd89b0e-04be-45d2-b0b8-f355770b2f4f | Clause:
The Company shall use the gross proceeds from the sale of the Additional Notes for general working capital purposes and to fund in part the transaction contemplated under the ICP Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Use Of Proceeds |
90a3663f-d006-46a9-a397-296d9d79743b | Clause:
This Agreement shall be effective as of the date hereof; provided , however , that with respect to each Delayed Consent Owner, this Agreement shall be effective with respect to such Delayed Consent Owner as of the date the applicable approval or consent pertaining to the Property or Properties owned by such Del... | Label: Effectiveness |
65ecabe3-2516-4d56-beab-cd2c56f3e97a | Clause:
The Credit Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to... | Label: Anti-Corruption Laws |
b7b1a565-b2a7-43be-b801-4951b1f7793f | Clause:
This is a Massachusetts contract and shall be construed under and be governed in all respects by the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles of such State. With respect to any disputes concerning federal law, such disputes shall be determined in accor... | Label: Governing Laws |
72a2dfd0-22c5-4a4a-b9d7-4869123ce432 | Clause:
During the Term, the Executive will be entitled to participate in the Company’s Time Away paid time off program for salaried employees (or successor paid time off program) as that program is administered by the Company and as it may be amended or modified from time to time; provided, in all events, the Executiv... | Label: Vacations |
616beaa0-1e87-4aa2-8fc3-cc61c8beab8a | Clause:
EACH OF PARENT, PURCHASER SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING THOSE CONTEMPLATED BY THE LAST SENTEN... | Label: Waiver Of Jury Trials |
c6785ba0-c0c1-406c-a151-d79c1957de6a | Clause:
Neither Company nor, to the best of its Knowledge, any of its Affiliates is in default with respect to any contract, agreement, lease, or other instrument to which it is a party or by which it is bound, except for defaults which would not have a material and adverse effect upon Company’s ability to perform its ... | Label: No Defaults |
b10595ea-6637-417b-bb6e-af27d4c67a2c | Clause:
Except as otherwise provided herein, this Agreement constitutes the entire agreement of the parties with respect to the matters addressed herein and, upon the Effective Date, it supersedes all other prior agreements and understandings, both written and oral, express or implied, with respect to the subject matte... | Label: Entire Agreements |
e82511e7-7421-4e60-849c-e717dd26c1cb | Clause:
The RSUs shall be fully vested upon grant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, ... | Label: Vesting |
c8d544a2-3b95-4a69-a27e-7d3717402bc8 | Clause:
This AMENDMENT shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law sha... | Label: Governing Laws |
4d34fcd3-84a5-4c02-89df-c079e18e725d | Clause:
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page hereto by facsimile or other electronic tran... | Label: Counterparts |
4824538e-471a-432c-9ffa-9ee6835836c6 | Clause:
In addition to whatever other rights and remedies the Company and its Affiliates may have at equity or in law (including, without limitation, the right to seek monetary damages), if the Employee breaches any of the provisions contained in this Section 6 , (i) the Company shall have the right immediately to term... | Label: Remedies |
3a195cf5-7b5f-49fc-af39-88a94d99f312 | Clause:
THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Task: Classify th... | Label: Entire Agreements |
625bf1a2-d0ad-40b8-bd3a-6a442738595b | Clause:
Except as provided in Sections 3 or 4 below, if the Participant incurs a Disability (as such term is defined in the Plan), then all unvested Shares subject to the Option shall immediately become vested and exercisable. Except as provided in Section 2(d)(iv)(B) below, the right to exercise the vested portion of ... | Label: Disability |
787070d2-14a3-485f-a36e-75442fc4735e | Clause:
All capitalized terms not defined herein shall have the meanings set forth in the Plan, unless a different meaning is plainly required by the context.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Defined Terms |
99783bea-6a87-4b0d-80df-9af3306c6ef3 | Clause:
Any notice, consent, or demand required or permitted to be given under the provisions of this Plan shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, or demand is mailed, it shall be sent by United States certified mail, postage prepaid, addressed to such p... | Label: Notices |
f50931f9-2a7d-44ac-ae11-b718baab69b1 | Clause:
If Tenant proposes to assign any interest in this Lease or to sublet all or any portion of the Premises, Tenant shall first submit to Landlord a written notice of its intentions (the " Notice of Intent "). The Notice of Intent shall contain: (i) the name of the proposed assignee/subtenant; (ii) the terms of the... | Label: Notices |
9ea0357e-cad1-4a6b-992c-686a7d8efdfc | Clause:
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or fax, if sent to Rodman, at the address set forth on the first page hereof, e-mail: notices@rodrn.com, Attention: Head of Investment Banking, and if sent to the Company, to the address set forth on the first... | Label: Notices |
1ab7395f-93a9-41b2-abc5-7f7e1f57c9f1 | Clause:
This Consulting Agreement may be amended only by a writing signed by Dr. Dukes and by a representative of Company duly authorized.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Amendments |
41901648-7308-4769-a889-0b7cd61f2b9b | Clause:
Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or inv... | Label: Severability |
f93b5a38-0130-492e-b9d4-1965dfd70316 | Clause:
The execution, delivery and performance by Seller of each Program Agreement do not conflict with any term or provision of the formation documents or by‑laws of Seller or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to Seller of any court, regulatory body, administrative agen... | Label: No Conflicts |
44bcf80e-19d4-456d-a15e-046dac9a76e0 | Clause:
This Support Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Governing Laws |
17d522fe-a281-4a52-adde-6ca78f360e8b | Clause:
Such Investor has the requisite corporate (or similar) power and authority and has taken all requisite action on the part of such Investor, its officers, directors, members and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents to which such Investor is a party... | Label: Authorizations |
4043b10d-b50e-4770-86a8-a1ce5f0bb6c0 | Clause:
There is no Legal Proceeding pending or, to the Knowledge of Buyer, threatened in writing, against Buyer with respect to the validity of this Agreement or any of the Transaction Documents to which it is a party, or of any action taken or to be taken by Buyer in connection with the Transaction Documents or the t... | Label: Litigations |
3092674c-c0d2-4983-bd8d-45d76adaa47f | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed a duplicate original. Telecopied and emailed PDF signatures shall be effective for purpose of executing and delivering this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Counterparts |
d35e2970-892f-4c7c-b1b7-1829b1d57081 | Clause:
U pon payment in full and performance of all of the Secured Obligations , and otherwise in accordance with the terms, conditions and provisions set forth in Section 9.20 of the Credit Agreement, Mortgagee shall deliver to Mortgagor a written release or satisfaction of this Mortgage (without recourse and without... | Label: Releases |
1bf9c391-d47b-42b5-a008-b7952312fb14 | Clause:
The Borrower shall have delivered to Lender: (i) a certificate from the Secretary of State of Maryland that Borrower is in good standing and certificates from the Secretaries of State and of each other State in which the Borrower owns any property (Michigan, Minnesota, and Wisconsin), has stationed any employee... | Label: Authority |
10f46629-fc5e-4924-af74-60f99ba87695 | Clause:
The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Interpretations |
9b7319a8-e5db-4f21-969b-aa233e01c757 | Clause:
THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEVADA (INCLUDING ANY RIGHTS TO SPECIFIC RELIEF PROVIDED FOR UNDER NEVADA STATUTES), WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. THE PARTIES HEREBY WARRANT AND REPRESENT THAT THE SEL... | Label: Governing Laws |
9c1ff03c-c68f-491c-8a6d-33799bddf466 | Clause:
Each Subordinated Creditor and each Obligor will, at its expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent may reasonably request in writing, in orde... | Label: Further Assurances |
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