id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
3b24f49f-e900-410f-86bc-7663e6fdc1a9 | Clause:
The Company has (including within any additional time periods provided by Rule 12b-25 under the Exchange Act) 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 through the period of June 30, 2017... | Label: Financial Statements |
8ca5cc5f-e078-4255-9063-da98001b978e | Clause:
Except as otherwise specifically permitted herein, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of the Borrower or the Collateral Agent, a... | Label: Notices |
5c3c3eab-00f3-4c2a-a6d0-2bee68eb95e0 | Clause:
This Amendment, all Notes, the other Loan Documents and all other documents executed in connection herewith shall be deemed to be contracts and agreements under the laws of the State of New York and of the United States of America and for all purposes shall be construed in accordance with, and governed by, the ... | Label: Governing Laws |
a85a4f28-af6e-450a-866a-e0e0579368e4 | Clause:
This Agreement is personal to the Participant and, without the prior written consent of the Company, shall not be assignable by the Participant other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Participant’s legal representatives.... | Label: Assignments |
7afd0547-cbe4-486f-bd20-042cbd859258 | Clause:
A capitalization table illustrating the authorized and the outstanding capital stock of the Company as of the date hereof is attached as Schedule 2 . All of such outstanding shares have been, or upon issuance will be, validly issued, fully paid and nonassessable. As of the date hereof, except as disclosed in Sc... | Label: Capitalization |
ab0df219-597b-46d8-8db4-c0557c13ed65 | Clause:
This Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of the Obligations and their respective successors and permitted assigns, except that no Loan Party may assign or transfer any of its rights or ... | Label: Binding Effects |
5828c849-5e5a-41ff-a25b-19258bd684d9 | Clause:
If any adjustment under this Section 9 would create a fractional share of Stock or a right to acquire a fractional share of Stock, such fractional share shall be disregarded and the number of shares of Stock reserved under this Plan and the number subject to any Option, SAR, Restricted Stock or Stock Unit grant... | Label: General |
fae89003-31f6-4c55-b35f-70b8f6a7b95a | Clause:
All notices required or permitted to be given hereunder shall be in writing and shall be sent by facsimile transmission, or by first class certified mail, postage prepaid, or by overnight courier service, charges prepaid, to the Party to be notified, addressed to such Party at the address set forth below, or se... | Label: Notices |
cd4875c5-919f-4fbf-9063-40dbec3af4d0 | Clause:
Lessor and Lessee covenant and agree that the terms and provisions of this Agreement shall remain confidential between the parties hereto and not subject to public disclosure, except as may be required for the enforcement hereof, necessary to the filing of the parties’ respective income tax returns, necessary t... | Label: Confidentiality |
09beeb88-af00-458b-b1e1-ea050503c84c | Clause:
The Company will not, and will not will permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other pro... | Label: Sales |
48634152-c46d-46c4-afea-7acb791572dc | Clause:
During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its Executive Vice President - Investments and Corporation agrees to employ and retain Officer in such capacity. Officer shall have such duties and responsibilities as may be prescribed by the Corporation’s Chief Exe... | Label: Duties |
32b94403-a17b-4441-8157-1548bc707e8a | Clause:
Subject to the terms and conditions set forth herein, the closing of the transactions contemplated hereby (the “Closing”) shall occur at such place and at such time, if any, as agreed to by the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Closings |
7ecd0603-9a8c-4122-ad8e-47ede7be8c89 | Clause:
The obligations of Borrowers under Sections 2.2(f), 3.6, 3.7, 3.8, 4.19(h), and 16.5 and the obligations of Lenders under Section 14.7, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Survival |
697a3ac8-2d8f-4c45-8544-ee8c3ff91a75 | Clause:
EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRA... | Label: Waiver Of Jury Trials |
83d0559c-1ad9-4f90-9e07-d8aefdb66701 | Clause:
This Amendment may be executed in any number of counterparts 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 of an executed counterpart of... | Label: Counterparts |
2eef03b7-d3e7-4b5d-b84a-fea71b1af326 | Clause:
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, or any of the rights, benefits or obligations resulting from its terms, shall be settled by arbitration in San Francisco, California. Except for the right of the Company and Executive to seek injunctive relief in court... | Label: Arbitration |
76983f34-da47-48ab-9a47-1dab236062c0 | Clause:
Subject to the terms and conditions set forth in the Plan and this Agreement, and except as otherwise provided in Section 2(b) and Section 3, the shares of Restricted Stock will vest one-third (1/3rd) on each of the first, second and third anniversaries of the Date of Grant, subject to the Participant’s continu... | Label: General |
0ecfd4d5-b3f0-43d4-9aa7-a43911d454b8 | Clause:
The Section headings contained in this Agreement are and shall be without meaning or content whatsoever and are not part of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Headings |
a0da8397-1b29-44db-b434-0df365de0cfe | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Governing Laws |
b49a6cc6-53a1-4f9a-ad11-35fe520289e9 | Clause:
Except as set forth on Schedule 4.04 , no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performa... | Label: Approvals |
79d43c9e-4172-428f-b248-82119c054e1d | Clause:
Any notice to the Company under this Agreement shall be in writing to the following address or facsimile number: Human Resources - Executive Compensation, Comerica Incorporated, 1717 Main Street, MC 6515, Dallas, TX 75201; Facsimile Number: 214-462-4430. The Company will address any notice to the Award Recipien... | Label: Notices |
06f9a446-769c-4e07-afe2-98524a3d2206 | Clause:
Notwithstanding anything in this Agreement to the contrary, any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) and the regulations promulgated thereunder, as su... | Label: Compliance With Laws |
7727f48c-afcc-495f-bbc2-bcbb235e53d4 | Clause:
Section 1 of this Amendment shall become effective on the date that the Administrative Agent shall have received this Amendment, duly executed by the Borrower, Holdings and the Administrative Agent. This Amendment is a “Credit Document” for purposes of the Credit Agreement and the other Credit Documents.
Task:... | Label: Effectiveness |
1893686d-c743-443b-ac53-38bb34ff46de | Clause:
Tenant acknowledges that the terms and conditions of this Lease are to remain confidential for Landlord’s be nefit, and may not be disclosed, except to the extent required by applicable law or regulation (including applicable stock exchange regulations), by Tenant or Tenant’s broker to anyone, by any manner or ... | Label: Confidentiality |
330a5646-fc5e-404b-be64-6bf11e0cbc3a | Clause:
Neither this Letter Agreement nor any of the rights, interests or obligations under this Letter Agreement shall be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties and Seller. Subject to the preceding senten... | Label: Assignments |
dc4d193f-ad40-4866-89d7-03ff01ced380 | Clause:
This First Amendment and all other agreements and documents executed and/or delivered in connection herewith have been prepared through the joint efforts of all of the parties hereto. Neither the provisions of this First Amendment or any such other agreements and documents nor any alleged ambiguity therein shal... | Label: Construction |
f0251537-d93f-48a9-883f-1149421a292f | Clause:
Borrowers shall pay (i) all out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of Agent, in connection with the syndication of th... | Label: Expenses |
74129587-3329-4528-b306-6109ac49f258 | Clause:
If Guarantor becomes liable for any Indebtedness owing by Borrowers to Banks, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Agent and Banks hereunder shall be cumulative of any and all other rights that Agent ... | Label: Remedies |
b16df9e8-ad4c-4973-9270-af1747b56731 | Clause:
(a) Immediately after the consummation of any Transaction, (i) the fair value of the assets of the Loan Parties, taken as a whole, at a fair valuation, is not less than their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Loan Parties, t... | Label: Solvency |
18c33b59-7e01-4e33-bc1a-d3ec861e613b | Clause:
This Agreement and the other agreements and documents referred to herein are intended by the parties hereto as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. T... | Label: Entire Agreements |
46108142-7e69-4a85-9f66-03b6721488ae | Clause:
All representations and warranties made by each Grantor herein or in any certificate or other instrument delivered by each Grantor or on its behalf under this Security Agreement shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of this Security Agre... | Label: Warranties |
ca453e7c-3c57-4637-a27a-19a7dc78da68 | Clause:
The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Lender, the ... | Label: Submission To Jurisdiction |
3329ee2d-75b8-447b-90db-b66a2620d46c | Clause:
Notwithstanding anything contained in this Article 5 to the contrary, the Company's payment obligations and the Covered Executive's right to payments and benefits under this Article 5 shall cease in the event the Covered Executive breaches any of the covenants contained in Article 6 hereof (and any such cessati... | Label: Benefits |
ebf37add-1e71-4f7d-8c82-9c4777ba9ed9 | Clause:
Participant has reviewed with his or her own tax advisors the tax consequences of this Award Agreement and the RSUs granted hereunder, including any U.S.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Representations |
ff2a62a5-8d93-474c-b218-b5b0c9a18a49 | Clause:
The financial statements of the Company contained or incorporated by reference in each SEC Filing (i) complied as to form in all material respects with the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement); (ii) pres... | Label: Financial Statements |
84bc4434-2141-4f84-b4c1-a2e2312dbaca | Clause:
Any notice or demand to any Guarantor under or in connection with this Guaranty Agreement or any other Loan Document to which it is a party shall be deemed effective if given to the Guarantor, care of the Borrower in accordance with the notice provisions in the Credit Agreement.
Task: Classify this clause into... | Label: Notices |
8981592c-8dea-4f06-a125-8a4eb21fb642 | Clause:
The Plan may be amended or terminated at any time by action of the Board of Directors of MCBC, but no amendment shall adversely affect a director's rights with respect to cash retainer payments earned but not yet paid in Common Stock or any DSUs without the director's written consent.
Task: Classify this claus... | Label: Amendments |
39c1c8ac-a706-41c6-b326-5fea6d4036ac | Clause:
Any provision of this Agreement held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without effecting the validity, legality and enforceability of the... | Label: Severability |
ec3dcd61-0f21-4dc4-94a1-4b3c0680d5af | Clause:
During the Employment Period, Employer will pay Executive a base salary at the same rate as in effect on the date hereof in accordance with the terms set forth in the Original Senior Management Agreement (as may be adjusted pursuant hereto, the “ Annual Base Salary ”). For each fiscal year ending during the Emp... | Label: Benefits |
ec611a87-f619-4b5d-8fd2-425faa567280 | Clause:
All warranties and representations (as of the date such warranties and representations were made) made herein or in any certificate or other instrument delivered by it or on its behalf under this Agreement shall be considered to have been relied upon by the parties hereto and shall survive the issuance of Commo... | Label: Survival |
89793300-6d0a-4819-a243-586d5f80daa3 | Clause:
All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Definitions |
60fbf538-1de4-44f6-8e61-fd6dd83eaf91 | Clause:
All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the form Performance Share Award Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Definitions |
d2dd5e35-3989-46da-accb-4cbeed24e952 | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this ... | Label: Governing Laws |
03230481-d8e8-493d-b849-c2612aa771cb | Clause:
The Parties agree that, in the event any provision of this Agreement is not performed in accordance with the terms hereof, (a) the non-breaching Party will sustain irreparable damages for which there is not an adequate remedy at law for money damages and (b) the non-breaching Party shall be entitled to specific... | Label: Specific Performance |
d0b6753f-0501-4371-adf9-844803e14cc4 | Clause:
The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Investor, (ii) conflict with, or constitute a default (or an event which with notice or... | Label: No Conflicts |
08c77985-16f4-4123-a046-3c4cfa13c4b1 | Clause:
Each Lender shall, ratably in accordance with its Commitment, indemnify Administrative Agent and its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Loan Parties) against any cost, expense (including reasonable and documented counsel fees and disbur... | Label: Indemnifications |
2c08d7b2-d36c-42fb-93c0-139768a77449 | Clause:
The New Lenders shall have received the Form 10-K for the Borrower filed for the fiscal year ended December 31, 2016 and the Form 10-Q of the Borrower filed for the fiscal quarter ended March 31, 2017 (which financial statements shall be deemed delivered when filed with the SEC).
Task: Classify this clause int... | Label: Financial Statements |
b00d5376-7c2e-4921-b75c-1ffa0bc4d2ea | Clause:
Executive will continue to serve as the Chief Financial Officer of the Company and will faithfully perform for the Company the duties of said office, including without limitation (i) the duties described in “Attachment A,” (ii) such other duties as shall be specified and designated from time to time by the Comp... | Label: Duties |
4abbb59e-820f-424d-a647-b2a647a9a9fc | Clause:
The Closing shall take place on the date of this Agreement, or such other time, place and date as may be mutually agreed upon by the parties hereto. The Closing shall be held at the offices of Buyer’s counsel or such other place as shall be mutually agreed upon by Buyer and the Sellers. The date of the Closing ... | Label: Closings |
a12beec2-56fa-4c0f-8557-397dd7d04e3f | Clause:
Each Guarantor unconditionally agrees to pay all reasonable costs and expenses, including reasonable attorney’s fees, incurred by the Agent or any of the Lenders in enforcing this Guaranty against any Guarantor, and each Guarantor shall pay and indemnify each Lender and Agent for, and hold it harmless from and ... | Label: Expenses |
0c28d137-0bc5-4ab9-b723-73b9d651cdaa | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and assigns. This Agreement shall not be assignable by either Party without the written consent of the other Party; provided, however, that either Party may, without the prior written consent of the other Pa... | Label: Assignments |
38a2d59c-c03e-4d82-86d3-1087fb7f3dd3 | Clause:
This Agreement, along with the Exhibits and Schedules hereto contains all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and comple... | Label: Entire Agreements |
8602785b-9680-41b8-8d96-3750e74e5c4d | Clause:
The Lenders shall have received (i) audited consolidated financial statements of the Borrower for the 2011, 2012 and 2013 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower for each fiscal quarter ended after the date of the latest applicable financial statements delivered pu... | Label: Financial Statements |
52f4996a-aa8d-499d-8768-2a5048deae47 | Clause:
The Holder hereby represents and warrants to TPB that it owns exclusively, beneficially and of record and has good, valid and marketable title to the Options free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposit... | Label: Representations |
c26b1d69-8420-4cc7-90d1-64cb45793bec | Clause:
This Agreement is the product of negotiations among the Parties and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or ... | Label: Interpretations |
6762d5e5-ffc1-4942-b21d-cf0a71df0da1 | Clause:
This Agreement, all Schedules and Exhibits hereto, the Related Documents and all documents, writings, instruments and certificates delivered or to be delivered by the parties pursuant hereto collectively represent the sole and entire understanding and agreement between the parties hereto with respect to the sub... | Label: Entire Agreements |
ffd7bcfe-08ec-4e12-8f94-45c95bfceabe | Clause:
As of June 23, 2017, the aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) consists of (i) 50,00... | Label: Capitalization |
391c60d6-319a-404a-9974-5d13841e6a9e | Clause:
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and the Guarantor may execute this Agreement by signing any such counterpart. This Agreement may be executed by facsimile transmission or other electronic means, which facsimile... | Label: Miscellaneous |
f7273b13-7b2f-403d-8328-e6eb4f929c56 | Clause:
The representations and warranties contained in Article VI shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Extension of Credit and (ii) with respect to representations and warranties that do not contain a materi... | Label: Warranties |
48164d35-45fa-4a5d-ae97-2313143b5a02 | Clause:
All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to ... | Label: General |
9a872b72-c9bf-4a69-a7ca-5f262d7c7b84 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is party, have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Loan Party’s Organization Documents; (b) conflict with or re... | Label: Authorizations |
ece14b9e-0afd-42be-9d8a-2a760bc4ac2f | Clause:
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. The Parties agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under ... | Label: Severability |
5569211c-6473-44de-bf6b-9f72e6123251 | Clause:
To the extent required by any applicable requirements of law, the Agent may withhold from any payment to any Lender an amount equivalent to any withholding Tax applicable to such payment. If the Internal Revenue Service or any other Governmental Body asserts a claim that the Agent did not properly withhold Tax ... | Label: Withholdings |
7da2144e-dac2-4ecd-baf6-872eda41fe5f | Clause:
This Release Agreement contains the entire agreement between the parties concerning the subject matter of this Release Agreement and supersedes all prior negotiations, agreements, or understandings between the parties, except that any obligations of Executive to the Company under the Change in Control Agreement... | Label: Entire Agreements |
de6e9fdf-ee4f-4f9c-bd2e-6d61a0b8d0ab | Clause:
The parties hereto agree that (i) irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms hereof or were otherwise breached, and (ii) the parties will be entitled to specific performance of the terms hereof in addition t... | Label: Remedies |
925c555a-358e-4a52-9143-011fa98e9b3b | Clause:
Beginning on the date of this Second Amendment the Key Employee shall receive a Base Salary at the rate of Five Hundred and Sixty-five Thousand dollars ($565,000) per annum payable in periodic installments in accordance with the Company’s normal payroll practices and procedures, which Base Salary may be increas... | Label: Base Salary |
4a3d5de2-6ae6-4f85-96da-fc6d7b39ccd6 | Clause:
The provisions of this Plan shall be construed and interpreted according to the laws of the State of Minnesota, to the extent not preempted by federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Governing Laws |
329b2a2d-ac12-4631-8e8c-752377e07bbe | Clause:
Unless otherwise specified herein, this Agreement shall automatically terminate on the earlier to occur of (a) the date on which the aggregate Total Share Ownership of the ZHG Entities is less than five percent (5%) of the total number of shares of Common Stock outstanding as of such date and (b) the terminatio... | Label: Terminations |
7f3feb1d-a4f8-46cc-a7fd-12cd74654a8c | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401-1 AND 5-1401-2 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF) .
Task: Classify this clause into ONE of these types (ex... | Label: Governing Laws |
ddbab252-dc08-4a6f-a145-4e22c97e686f | Clause:
In addition to reimbursement for business expenses incurred by Executive in the normal and ordinary course of his employment by the Company pursuant to the Company’s standard business expense reimbursement policies and procedures, the Company shall reimburse Executive for the full amount of his insurance costs ... | Label: Expenses |
c5d81209-53cd-4e37-9b20-13c98f1bec9e | Clause:
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable and, other than as disclosed in the Exchange Act Reports, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and o... | Label: Capitalization |
3d5bffa8-6c2a-43c5-9f86-491028cfd7bc | Clause:
As both parties have had the opportunity to consult with legal counsel of their own choosing, no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.
Task: Cla... | Label: Interpretations |
e49f42bd-cbcc-48c2-88c2-44c9a2d27356 | Clause:
This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Governing Laws |
5919fffb-a0b2-4178-bd79-4c712e5ae8cb | Clause:
This Agreement, together with the Ancillary Agreements and agreements relating to equity awards between the Executive and Cimpress, contains and constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and cancels all previous oral and written negot... | Label: Entire Agreements |
c9b326da-6935-49b0-9e4a-2de3f2a25b24 | Clause:
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, executors, and successors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Binding Effects |
c692292b-8b5c-4d7f-8f59-95c1a60d52b4 | Clause:
The parties hereto do hereby mutually covenant and agree to execute such further documents and instruments and do all such further acts and things as may be necessary for the purpose of completing the sale and purchase of the system products and services and otherwise implementing the terms of this Agreement.
... | Label: Further Assurances |
2151a2ed-a1c5-4590-bdc7-1d7cffd574db | Clause:
Each Transaction Agreement to which the Investor is a party as contemplated by this Agreement has been, or prior to its execution and delivery at the Closing will be, duly and validly executed and delivered by the Investor, and each such document constitutes, or will constitute, the valid and binding obligation... | Label: Enforceability |
37cae3fb-e655-49bc-bea0-2affc50ce943 | Clause:
The Company shall use the net proceeds from the sale of the Notes (after deducting fees and expenses (including brokerage fees, if applicable, legal fees and expenses and fees payable to the Escrow Agent) for certain payments to content owners, working capital and general corporate purposes.
Task: Classify thi... | Label: Use Of Proceeds |
65ffe018-b6d9-4651-bdf7-87d80961e184 | Clause:
This Agreement shall be treated as confidential and is being provided to Parent and the Company solely in connection with the Merger Agreement. This Agreement may not be used, circulated, quoted or otherwise referred to in any document by Parent or the Company except with the prior written consent of the Fund i... | Label: Confidentiality |
f20f8c51-cc52-48bf-ba01-1e3bde4e4ea3 | Clause:
This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto (except with respect to the Severance and the Restrictive Covenants), shall be governed by and construed in accordance with the laws of the State of Delaware (but not including any choice of law rule th... | Label: Governing Laws |
04b49485-9849-451e-8db4-50010ca49b71 | Clause:
Notices hereunder shall be in writing and if to the Company shall be mailed to the Company at 100 Campus Dr. Suite 200 Florham Park, NJ 07932 USA, addressed to the attention of Stock Plan Administrator, and if to the Employee shall be delivered personally or mailed to the Employee at his address as the same app... | Label: Notices |
84f289ad-3220-4882-a7d0-74a88a087d58 | Clause:
This Agreement and the other Loan Documents 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 Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transa... | Label: Governing Laws |
5dd31d18-e445-41ed-a530-5ab4951e95ef | Clause:
This Agreement will be governed in all respects by the laws of the United States of America and construed and enforced in accordance with the substantive laws of the State of Michigan, without regard to conflicts of laws rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Governing Laws |
ff27a647-4ca3-4489-a03b-54d9e177140b | Clause:
The Employer shall have the right to deduct from all amounts paid to a Participant in cash (whether under this Plan or otherwise) any amount required by law to be withheld in respect of Awards under this Plan as may be necessary in the opinion of the Employer to satisfy any applicable tax withholding requiremen... | Label: Withholdings |
c5c09b95-db1c-4164-bd13-b83a1c3896f0 | Clause:
The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of... | Label: Capitalization |
e27497b9-e62f-431d-9481-3f57d3229e9d | Clause:
To further secure the full and timely payment of the Obligations, Grantor hereby grants to Beneficiary, as well as to Trustee on Beneficiary’s behalf, a security interest in all the rights of the lessor and the landlord, and all of Grantor’s other rights, titles and interests, in, to and under any Leases made u... | Label: Assignments |
36076fdc-28c9-4c42-9d1c-af1fc295cc27 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrati... | Label: Amendments |
70a6b43b-a30a-43c0-ab41-927da8958b88 | Clause:
Payment to the Assignor by the Assignee in respect of the settlement of the assignment of the Assigned Interest shall be paid by the Assignee directly to the Assignor and shall include all unpaid interest that has accrued in respect of the Assigned Interest through the Effective Date. No interest shall accrue ... | Label: Payments |
5b26248b-f775-4b39-a62d-2dd4b99e1cb2 | Clause:
The employment of the Executive by the Company under this Agreement shall commence as of the Effective Date and continue until the first anniversary of the Effective Date (the “ Term ”) and this Agreement shall terminate as of the last day of the Term (the “ Expiration Date ”). Following the Expiration Date, th... | Label: Terms |
6376c211-1eb7-4654-a642-1431db125fa4 | Clause:
No provision of this Second Amendment may be amended, modified, waiver or supplemented, except by written agreement between Borrowers, each other Credit Party, Agent and the Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Amendments |
f2dfdf57-8535-44ed-9a95-fea60036ae79 | Clause:
The Servicer’s appointment as custodian will become effective as of the Cut-Off Date and will continue in full force and effect until terminated pursuant to this Section. If Santander Consumer resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the ... | Label: Terminations |
3b0a7f0e-7217-407a-af69-dcdb8f755c7c | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey. The parties agree that any appropriate state or federal court located in the State of New Jersey shall have jurisdiction of any case or controversy arising under or in connection with this Agreemen... | Label: Governing Laws |
d7e3b913-6be6-4a95-8390-ed9b921aa4ce | Clause:
NBHC shall reasonably determine the amount of any federal, state, local, or other income, employment, or other taxes that NBHC or any of its Subsidiaries may reasonably be obligated to withhold with respect to the grant, vesting, settlement, or other event with respect to the Restricted Stock. NBHC’s obligatio... | Label: Tax Withholdings |
c7c11c2f-50bb-442e-a719-1b86ca97deb0 | Clause:
If any term, covenant, condition or provision of this Agreement or the application thereof to any person or circumstance shall, at any time, or to any extent, be determined invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be deemed valid and fully enfo... | Label: Severability |
96d49103-92c3-47ef-b1f7-2161f7d74aa3 | Clause:
This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto.
Task: Classify this clause into ONE ... | Label: Binding Effects |
925f18eb-b481-4cdd-ac36-265a02937aea | Clause:
This Agreement shall continue in force after Indemnitee has ceased to serve as an officer or director of the Company, as provided in Section 14 hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Survival |
9c84da59-66e9-451a-8e29-7cffd2dbdd4b | Clause:
If costs and expenses (including attorneys’ fees) are incurred by Escrow Agent because of litigation or any dispute between Seller and Purchaser arising out of the holding of the Deposit, the non-prevailing party in such dispute shall reimburse Escrow Agent for reasonable costs and expenses incurred. Seller and... | Label: Expenses |
c3010ea8-0df7-41b7-8d8f-b049978dda8b | Clause:
This Agreement may be executed in any number of counterparts (including by fax or electronic scan), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Counterparts |
b4162f85-800c-45be-ba64-dddb4bf46463 | Clause:
This Agreement is the result of negotiations among, and has been reviewed by, the Borrower, the Lenders, the Administrative Agent and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against the Borr... | Label: Construction |
16e1d763-e9ca-43d6-b0bf-98a38d5bd885 | Clause:
Subject to Section 6.3 and the other limitations and exceptions set forth herein and in the Credit Agreement, each Pledgor shall take such further actions, and execute and/or deliver to the Collateral Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instru... | Label: Further Assurances |
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