id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
3a4b9356-e0fe-4b1b-befe-138222276913 | Clause:
This letter contains our complete understanding and agreement regarding the terms of your employment by the Company. There are no other, different or prior agreements or understandings on this or related subjects. Changes to the terms of your employment can be made only in a writing signed by you and an authori... | Label: Agreements |
ff7b82bb-fc18-41c6-9a15-5c57b8473ccc | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided ... | Label: Assignments |
4685c0eb-53b9-4f1c-9d6d-2a7412d5a767 | Clause:
No Party may assign this Agreement without the express prior written consent of the other Party; provided, however, that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of such Party’s assets. This Agreement shall be binding upon and inure to ... | Label: Assignments |
95809d41-381d-4a12-a595-7d8dc7c25c1b | Clause:
Subject to the terms and conditions of this Agreement, the Company agrees to employ the Executive, and the Executive agrees to serve the Company, as its Executive Vice President, Commercial (“Executive’s Position”). The parties intend that the Executive shall continue to so serve in this capacity throughout the... | Label: Positions |
4ce1b8a8-612a-439b-ae75-1e19cafb5e6b | Clause:
Such Grantor owns each item of the Collateral purported to be owned by such Grantor free and clear of any and all Liens or claims (other than minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such items of the Collateral for their intended... | Label: Titles |
3c963d21-5370-4c3e-a6ee-e099e64fec26 | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
e6cc7638-8239-42fe-8940-2672720025a5 | Clause:
The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation hereof. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender and the neuter, and vice versa. This... | Label: Interpretations |
adc4f322-7207-47a0-a908-db854b740a7a | Clause:
Insurer acknowledges that Citizens data, policy forms and manuals include the intellectual properties of third parties including Insurance Services Office and its affiliates. Insurer agrees to secure a written license from such third parties and to provide a copy of same to Citizens when it requests data, forms... | Label: Intellectual Property |
e2022d99-8b6f-4b44-9623-e7816ba449e9 | Clause:
None of the Parties hereto shall issue or make, or cause to have issued or made, any public release or announcement concerning this Agreement or the transactions contemplated hereby, without the advance approval in writing of the form and substance thereof by each of the other Parties, except: (a) as required b... | Label: Publicity |
1a8f1060-3825-4ccb-84c7-f9f44eeba04a | Clause:
Should any part of this Agreement be declared invalid, void or unenforceable, all remaining parts shall remain in full force and effect and shall in no way be invalidated or affected.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Severability |
16bc789c-c10f-47ba-b846-e9e2d7c17aa0 | Clause:
Parent and the Company shall employ Executive, and Executive hereby accepts employment with Parent and the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in Section 4 hereof (the “ Employment Period ”).
Task: Classify this c... | Label: Employment |
423e1894-d82b-4788-b413-41963fa88790 | Clause:
If any court holds any of the restrictions or covenants contained in Sections 6 and 7 to be unenforceable by reason of their breadth or scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the right of the Company and its subsidiaries and affiliates ... | Label: Enforceability |
c2a7ec62-9318-4dd7-8030-707f25a76481 | Clause:
Each Person party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from ... | Label: Submission To Jurisdiction |
3c546021-846e-47fc-98da-fdbd7f866a32 | Clause:
The Plan became effective on January 9, 2014, which is the date the Plan is approved by the Company’s shareholders (the “ Effective Date ”). No Awards shall be granted under the Plan after the expiration of 10 years from the Effective Date, but Awards previously granted may extend beyond that date.
Task: Class... | Label: Effective Dates |
f4b98b84-4b67-4fa3-bee7-222ca7f6db61 | Clause:
It is agreed that no delay or omission to exercise any right, power or remedy accruing to any Party, upon any breach, default or noncompliance by another Party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncomplianc... | Label: Waivers |
214abbab-050f-41b6-9818-64d0fa406817 | Clause:
The headings have been inserted for convenience only and shall not be deemed to limit or otherwise affect any of the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Headings |
18992693-a07a-4322-9410-423716abc8dd | Clause:
This Plan, as hereby amended and restated, shall be effective as of January 1, 2017, and shall apply to all Non-Employee Directors who provide services to the Company on or after January 1, 2017, or who, as of January 1, 2017, have any balance standing to their credit in a Director Compensation deferred compens... | Label: Effective Dates |
5309be6a-74ab-4adf-8519-4453f3bbeaeb | Clause:
Certified copies of all documents evidencing any necessary corporate (or other similar) action, consents and governmental approvals (if any) required for the execution, delivery and performance by each Loan Party of the documents referred to in this Section 11 .
Task: Classify this clause into ONE of these typ... | Label: Consents |
1529b637-de86-4db0-84b3-8c99daecacb9 | Clause:
On and as of the Initial Closing Date, the Company has no Subsidiaries other than those Subsidiaries listed on Schedule 7.13 . Schedule 7.13 correctly sets forth, as of the Initial Closing Date, the percentage ownership (direct and indirect) of the Company in each of its Subsidiaries and also identifies the di... | Label: Subsidiaries |
7cde7c63-7dfb-4d45-9c0d-eb79bbda3502 | Clause:
Executive’s annual salary will be $350,000 (the “ Base Salary ”), paid in accordance with the Company’s payroll practices as in effect from time to time. The Base Salary will be reviewed annually by the Compensation Committee of the Company’s Board (the “ Compensation Committee ”) and may be increased, but not ... | Label: Base Salary |
d1faf0b8-8a24-4ef9-9daa-edc8b383b891 | Clause:
Schedule 3.15 sets forth, as of the Effective Date, (a) a correct and complete list of the name and relationship to the Company of each and all of the Company’s Subsidiaries, (b) a true and complete listing of each class of authorized Equity Interests of each Borrower (other than the Company), of which all of s... | Label: Subsidiaries |
71d7df4d-452d-4f9a-b6c2-86d4f8fa37c5 | Clause:
Indemnification under this Section 9.2 shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation (including such fees and expenses incurred in enforcing the Indemnifying Party’s right to indemnification). If the Indemnifying Party has made any indemnity payments purs... | Label: Expenses |
2b9a836d-c719-43e7-8f42-e215597b3828 | Clause:
The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Closing Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to ... | Label: Consents |
5dda949a-5f6f-43bd-afc8-98be075c505c | Clause:
Subject to the terms and conditions set forth in this Agreement, each of the Parties agrees to use its reasonable best efforts to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the tr... | Label: Further Assurances |
f74ab880-884f-465e-b9a8-d58cbabd3005 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THIS AGREEMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE... | Label: Governing Laws |
827e9de9-2ccc-4e98-8582-067914224bcf | Clause:
No consent, approval, authorization or order of, registration or filing with, or notice to any Governmental Authority or court is required under Applicable Law in connection with the execution, delivery and performance by Seller or Guarantor of this Agreement, any Transaction Notice and the PMH Documents.
Task... | Label: Approvals |
91b4724f-5a58-4f4e-a921-92a55d65ca89 | Clause:
No failure on the part of Pledgee to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Pledgee of any right, power or remedy hereunder preclude any other or furth... | Label: No Waivers |
b6c38b4b-37a9-4062-b380-b000d29bda70 | Clause:
Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Affiliates, and/or its Subsidiaries to terminate any Participant’s employment or service on the Board or to the Company at any time or for any reason not prohibited by law, nor confer upon any Parti... | Label: Employment |
92282f6e-c1be-48f8-9287-0b3fb9320414 | Clause:
Each of the FTAI Group Members has filed or caused to be filed all tax returns that are required to be filed and has paid all Taxes due and payable by it (including in its capacity as a withholding agent) other than (a) any amount the validity of which is currently being contested in good faith by appropriate p... | Label: Taxes |
6cba6d5e-c519-428f-a1c3-7d3a20446235 | Clause:
If any provision of this Agreement is unenforceable, that provision will be changed and interpreted to accomplish its original objectives to the greatest extent possible under applicable law and the remaining provision will continue in full force and effect.
Task: Classify this clause into ONE of these types (... | Label: Severability |
0b4d7890-47ac-4d56-b64d-8352bb487b99 | Clause:
Employee shall not publish or utter, whether in writing or orally, any disparaging statements about the character, competence, integrity, or business practices of the Corporation, its officers, directors, managers, supervisors, employees, or agents. Nothing in this Agreement, however, shall prevent Employee fro... | Label: Non-Disparagement |
8db9e3ec-af6b-4c94-9a1b-ef770d46440b | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Counterparts |
d8efa5cd-da93-48bb-ace4-bfa47e8f7166 | Clause:
You agree that following the Separation Date, you shall cooperate fully with the Company in connection with any matter or event relating to your employment or events that occurred during your employment, including, without limitation, in the defense or prosecution of any claims or actions now in existence or wh... | Label: Cooperation |
f87987ac-d0fa-453c-88fe-54e94b8491ad | Clause:
This Termination Agreement and each of the terms and provisions hereof, may only be amended, modified, waived or supplemented by an agreement in writing signed by each Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Amendments |
9f4a4a51-5fd8-454a-91d5-37fe3f972019 | Clause:
This Agreement, and the Exhibits and Schedules constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Entire Agreements |
6a5b5e82-9293-4ea2-bfda-8643af36bc02 | Clause:
The Parent will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except (other than with respect to bribery and anti-corruption Governmental Requirements) where the failure to do so, individually or in the agg... | Label: Compliance With Laws |
ff82f472-7a59-43b3-b2f3-237816c96a03 | Clause:
The Lenders hereby waive any non-compliance with the covenant set forth in Section 8.4(a) of the Credit Agreement solely with respect to the Revenue Base for the Fiscal Quarter ended September 30, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Waivers |
83827b13-08fc-4179-806f-4f8852c56b85 | Clause:
No provisions of any mortgage, indenture, contract, agreement, statute, rule, regulation, judgment, decree or order binding on Junior Creditor conflicts with, or requires any consent which has not already been obtained under, or would in any way prevent the execution, delivery or performance of the terms of thi... | Label: Litigations |
50fdc174-3829-4686-bae0-1e639b39fa60 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by e-mail and/or .pdf transmission shall be sufficient and binding as if they were originals and such delivery shall ... | Label: Counterparts |
3c109cdb-68c4-4d2f-8de4-91daa20dc953 | Clause:
Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired (or, in each case, the Equity Interests in a subsidiary substantially all of the assets of which are such ... | Label: Sales |
cc68a0d1-421d-43bc-a11c-0135cd543dd6 | Clause:
This Agreement and the Warrant constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede and replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respe... | Label: Entire Agreements |
0915fa30-ba62-4186-ba22-0fe4f7b09a97 | Clause:
The Company shall continue to cover the Participants, or cause the Participants to be covered, under any director and officer insurance maintained after a Change in Control for directors and officers of the Company or its successor (whether by the Company or another entity) at no less of a level as that maintai... | Label: Insurances |
76da33bf-3720-4ee3-bbca-de9ffc397bc2 | Clause:
The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and as set forth in Section 4 hereof (the “ Employment Period ”).
Task: Classify this clause into ONE of these t... | Label: Employment |
942444ea-10c9-464a-b0cf-41e945fa6bbb | Clause:
To Sellers’ Knowledge, neither the execution, delivery, and performance of this Agreement nor such Seller’s performance of and compliance with the terms and provisions contemplated hereby (i) will conflict with, violate, or result in a Breach of any of the terms, covenants, conditions, or provisions of any Lega... | Label: No Defaults |
8662b718-9360-4b88-8e99-01f384d11dc8 | Clause:
Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to Company at its principal executive offices, attention Chief Legal Officer, and to Executive, to ... | Label: Notices |
c9beb4a4-87e1-407a-b9cd-2f8f6a167775 | Clause:
Not earlier than the Retirement Date, and not later than 21 days after the Retirement Date, Executive (or Executive’s estate, as applicable) shall execute and deliver to the Company the general release (the “Release”) in the form attached hereto as Exhibit A. Executive (or Executive’s estate, as applicable) sha... | Label: Releases |
9198fde0-219f-4367-bdb2-568f8c4920a0 | Clause:
During the Term, the Bank shall pay Executive an annual rate of base salary of $380,000 (“ Base Salary ”), less normal withholdings, payable in periodic installments in accordance with the Bank’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. Executive’s Base ... | Label: Base Salary |
6fcec163-4bff-48c4-aa8b-79de0092592a | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth in Schedule 3.1(g) , the Company has not issued any capi... | Label: Capitalization |
49e98c25-4119-4ac9-950b-7ee2acf377e5 | Clause:
Except as disclosed in the SEC Filings, there are no pending actions, suits or proceedings against or affecting the Company, its Subsidiaries or any of its or their properties; and to the Company’s Knowledge, no such actions, suits or proceedings are threatened or contemplated..
Task: Classify this clause into... | Label: Litigations |
5f5d2685-9ae1-4a6e-8eae-6f195c7bd886 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined pursuant to Section 5.9 of the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Governing Laws |
5c5e4339-91ed-4861-b5d2-77d0eb670a24 | Clause:
Promptly, and in any event within three (3) Business Days of any of its officers’ knowledge thereof, notice of (i) any litigation, investigation or proceeding initiated against any CHR Party which may exist at any time which has had or could, individually or in the aggregate, reasonably be expected to have a Ma... | Label: Litigations |
5581def0-3724-43a8-95e1-c4581ce210ab | Clause:
In the event of litigation between the parties with respect to this Agreement, the transaction contemplated hereby, the performance of their obligations (in whole or in part) hereunder or the effect of a termination hereunder, the losing party shall pay all costs and expenses incurred by the prevailing party in... | Label: Litigations |
dbaebb0c-4f37-4a55-b2c4-331ef2c0994a | Clause:
The Agent hereby waives the processing and recordation fee provided for in Section 9.07(b)(iv) of the Existing Credit Agreement in connection with any assignment of (i) Existing Revolving Credit Commitments (and Existing Revolving Credit Loans and participations in Letters of Credit in respect thereof) by Depar... | Label: Waivers |
28e49ca0-cd57-4a39-ae9b-54f6fda88dae | Clause:
Except as set forth in Schedule 2.1(r) , neither this Agreement nor the Schedules hereto nor any other documents, certificates or instruments furnished to the Purchaser by or on behalf of the Company or the Subsidiaries in connection with the transactions contemplated by this Agreement contain any untrue statem... | Label: Disclosures |
7bbd5344-98f9-4b8c-8a49-bb78d777ea49 | Clause:
This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of New York, except to the extent that federal laws of the United States of America apply.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Governing Laws |
d98895e5-f098-4557-8e14-e0691b457cfe | Clause:
Prior to the end of the Initial Period, the Company may terminate this Agreement upon ninety (90) days’ prior written notice to Investor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Terminations |
3b91dafc-76bb-4fe1-9f1e-f9e07e533941 | Clause:
Subject to the powers of the Compensation Committee specified herein, the Plan Administrator shall administer this Nonqualified Plan I in accordance with its terms and shall have all powers necessary to carry out the provisions of such Plan. The Plan Administrator shall have the power and discretion to interpr... | Label: Powers |
c5aafb50-62c5-4125-9b2a-31a4930971b4 | Clause:
Except for any notice required to be given under this Employment Agreement, no failure by either the Company or Executive at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Employment Agreement shall be deemed a waiver of any provisions or... | Label: No Waivers |
9d1e994d-b9cd-42ae-a5e8-15a6f6ae5501 | Clause:
The Company’s obligations hereunder in connection with any Award shall be subject to applicable foreign, federal, state and local withholding tax requirements. Foreign, federal, state and local withholding tax due under the terms of the Plan may be paid in cash or shares of Common Stock (either through the sur... | Label: Withholdings |
9c442b67-e481-4ffd-b5d7-ed3d5cdfd416 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
e02d9dbd-57e1-4d84-8f4b-7a2adc39c77e | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party (i) do not contravene any of the Governing Documents of such Loan Party, (ii) do not contravene any Requirement of Law, (iii) do not contravene any Material Contract, except as such contravention would not re... | Label: No Conflicts |
dddb0613-6fc7-43a0-8258-784612292f86 | Clause:
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement, the authorization, sale, issuance and delivery of the Settlement Shares and the performance of all of the Company’s obligations hereun... | Label: Authorizations |
07b98bda-6469-477a-aadf-da23cb799abb | Clause:
The execution, delivery and performance by the Investor of the Transaction Documents has been duly authorized and each will constitute the valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudule... | Label: Authorizations |
bd0ffb6e-9807-4e5f-a8bb-83e6a711cdeb | Clause:
Each of the Parent and each Subsidiary thereof has duly filed or caused to be filed all income, franchise and other material Tax returns required by applicable law to be filed by it, and has paid, caused to be paid or made adequate provision for the payment of all income, franchise and other material Taxes requ... | Label: Taxes |
9054c0ab-9389-4308-96e6-b4f1a2509d31 | Clause:
There is no suit (at law or in equity), claim, action, judicial or administrative proceeding, arbitration or governmental investigation now pending or, to the best knowledge of Seller threatened, (i) arising out of or relating to any aspect of the Business, or any part of the Purchased Assets, (ii) concerning t... | Label: Litigations |
3cdb01f8-d1f8-4bc2-a9e1-c96e74a85bf6 | Clause:
To further assure Grantee’s rights under this Deed, Grantor agrees promptly upon demand of Grantee to do any act or execute any additional documents (including, but not limited to, security agreements on any personalty included or to be included in the Secured Property and a separate assignment of each Lease in... | Label: Further Assurances |
d7f0fcc6-4c1e-4622-aece-bf48c2aa1160 | Clause:
If any provision of this Agreement or the application of any such provision to any person, entity, or circumstance is held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreeme... | Label: Severability |
0cd27a87-5c57-4e5d-9d3e-09680d3af0e8 | Clause:
The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Severability |
fdb0d4ed-8e83-436a-8ed1-03e1cd6edafd | Clause:
The headings in this Employment Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Headings |
cce295ed-36f0-4945-9e0d-bf71c7ea7cc4 | Clause:
The Paltar Group hereby warrants and represents that all claims, rights, and interests asserted by them with respect to the release contained in Section 3 above, are rightfully owned by Paltar and/or Officer, and no such claim, right or interest has been assigned, transferred, or sold, mortgaged or charges to a... | Label: Authority |
13600dca-d0db-4b36-aa2e-a4157b166f65 | Clause:
Except for (a) compensation arrangements in the ordinary course of business with the officers, directors and employees of the Borrower and any Subsidiary, (b) payment pursuant to the Management Services Agreement, dated as of June 20, 2013, by and among the Borrower, each of the subsidiaries of the Borrower sig... | Label: Transactions With Affiliates |
93d0593b-e23e-47bc-9646-2b98331511a9 | Clause:
International Paper agrees that, as between International Paper and the Lenders, the obligations of the Borrower under the Credit Agreement may be declared to be forthwith due and payable as provided in Article VII of the Credit Agreement (and shall be deemed to have become automatically due and payable in the ... | Label: Remedies |
6aace061-3d75-4dfb-beba-0e7a10b6c03a | Clause:
This Debenture is issued as an original issue discount debenture and there are no regularly scheduled interest payments on this Debenture except as set forth in Section 8(b).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Interests |
0a1edee8-5c23-4d27-9b74-cb5d6b8c705e | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the US Borrower shall deliver to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a written notice re... | Label: Amendments |
446dfdf6-a984-49ce-98d9-5b2344c867f3 | Clause:
This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Governing Laws |
bcf77164-4b8a-4b97-a127-316d8d75f10d | Clause:
Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in the Borough of Manhattan in The City of New York (or, ... | Label: Submission To Jurisdiction |
caf101cc-d69e-47af-b597-beebf3e4ca3b | Clause:
Title, risk of loss and full shipping responsibility shall pass to Bunge upon loading of the Ethanol into trucks, rail cars or pipeline at the Delivery Location (as defined below) and delivery to Bunge of a bill of lading for each shipment. Bunge and Producer shall agree upon documented inspection, loading and... | Label: Titles |
d822daca-824d-4af7-868d-320b596e984d | Clause:
This Amendment and the Lease contain all the terms, covenants, conditions and agreements between Landlord and Tenant relating to the matters provided for in this instrument. No prior or other agreement or understanding pertaining to such matters other than the Lease will be valid or of any force or effect. This... | Label: Entire Agreements |
561b3206-9564-4a35-855c-c196d8576efe | Clause:
During the Term, the Company shall pay to Executive base salary at the rate equal to $318,675 (“ Base Salary ”), less normal withholdings, payable in approximately equal bi-weekly or other installments as are or become customary under the Company’s payroll practices for its Executives from time to time. The Com... | Label: Base Salary |
1fea7d66-141e-409a-a791-b94e61ed1269 | Clause:
There is no action, proceeding or investigation pending with respect to which either Seller or Guarantor has received service of process or, to the best of Seller’s or Guarantor’s knowledge threatened against it before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agree... | Label: Litigations |
00750ec3-42f8-4057-89d8-7591eda6c76d | Clause:
Employees of each Party, other than its nominated committee or team representatives, may attend meetings of the JSC, JDC, JCC or JPT as applicable, as non-voting participants. A Party’s consultants and advisors involved in a POC Plan or Co-Development Plan may attend meetings of the JSC, JDC, JCC or JPT as non-... | Label: General |
8c27ad6f-09c9-4b5b-a3b3-5903e227a460 | Clause:
CRL shall retain all materials, data and documentation obtained or generated by CRL in the course of performing the Manufacturing Activities, including, without limitation, reference standards, retained samples of Drug Product and key intermediaries, computerized records and files and records from each batch of... | Label: Records |
a65b0bc8-f222-496e-a2dc-f58f06942007 | Clause:
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Task: Classify this clause i... | Label: Integration |
0cbe3b59-1bad-41f4-823c-fc525990dd7f | Clause:
This Agreement may be not assigned by Buyer, and any assignment or attempted assignment by Buyer shall constitute a default by Buyer hereunder and shall be null and void, provided, however, Buyer may assign this Agreement to an affiliate of Buyer who is either controlled by or under common control with Buyer, w... | Label: Assignments |
52e3f219-1daa-433e-aecd-1abbd2d7cfaa | Clause:
Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14 , the Borrower has no Subsidiaries and the Borrower has no Foreign Subsidiaries. Schedule 7.14 , as may be supplemented ... | Label: Subsidiaries |
84fe3141-c883-4446-9cad-d85a02bd3a24 | Clause:
During the Term of this Agreement, each Party shall send the other Party, promptly upon receipt, copies of any correspondence or other materials received by such Party from a Regulatory Authority relating to the Product in the Territory. In addition, during the Term of this Agreement, each Party shall send the ... | Label: General |
e5e11100-3dee-4b44-9c92-06d8dc7f51c0 | Clause:
The issuance and transfer of Common Shares in connection with the PSUs shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Shares may be listed... | Label: Compliance With Laws |
b2ac7b7f-e990-4633-9fc5-591cf041bf19 | Clause:
In the event of the Executive’s Involuntary Termination, if the Executive (i) reconfirms and agrees to abide by the covenants described in Section 14(a) and Section 14(c) above, (ii) executes the Release within fifty (50) days after the date of Involuntary Termination and does not revoke such Release in accorda... | Label: Releases |
1d8fa8b4-e06c-4477-8c7e-fb55f5ed2eed | Clause:
Executive’s annual salary will be $225,000 (the “ Base Salary ”), paid in accordance with the Company’s payroll practices as in effect from time to time. The Base Salary will be reviewed annually by the Compensation Committee (the “ Compensation Committee ”) of the Company’s Board of Directors (the “ Board ”) a... | Label: Base Salary |
6fa2a47c-094d-405a-8a22-6eb380be8dfc | Clause:
The Loan Parties have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or any of its Subsidiaries is subject, and all other facts, conditions or matters known to any Loan Party (or which should upon the reasonable exerc... | Label: Disclosures |
484106c6-7fe0-4178-9c05-d1c87a710c92 | Clause:
All computations of interest based on the Administrative Agent’s prime rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be. All computations of interest based on the LIBO Rate or the Federal Funds Effective Rate and of Commitment Fees shall be made by the... | Label: Fees |
c2593958-de4f-453b-8541-5ad410a2f7c2 | Clause:
Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, and subject to the limitations described in Section 6.12, ( i ) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other doc... | Label: Further Assurances |
db3b92a8-057f-4bce-af83-79160db23a18 | Clause:
During the Employment Term, Executive shall serve as the President of the Bank, and President and Chief Executive Officer of the Holding Company, reporting exclusively to the Holding Company’s Board of Directors (the “ Board ”). Executive shall also serve as an appointed member of Board of Directors of the Bank... | Label: Positions |
dbeaecc0-0333-4d0c-b5a6-bc6ab2ea5e7f | Clause:
This Agreement shall be deemed to have been executed and delivered within the state of New Jersey, and it shall be construed, interpreted, governed, and enforced in accordance with the laws of the state of New Jersey without regard to conflict of law principles. To the extent that either party seeks injunctive ... | Label: Governing Laws |
eb23f993-85a1-4f11-9dc7-274d9114a7be | Clause:
All questions concerning the construction, validity and interpretation of this Award Notice and the Plan shall be governed and construed according to the laws of the State of Delaware, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding this Award or the Plan sh... | Label: Governing Laws |
3011d5c3-cbfa-45b1-b8fd-d5a13d11353f | Clause:
The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in a... | Label: Severability |
7c96ecf8-91cd-48bd-b6e4-781b4573d857 | Clause:
(a) The Borrower will pay a fee on the undrawn and unexpired amount of each Letter of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among the Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. I... | Label: Fees |
263ad9c8-9947-409c-84b4-a8a31a25311f | Clause:
The section headings in this Agreement are for the convenience of reference only and shall not affect the meaning or construction of any provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Interpretations |
dfd72b0b-f1d2-4263-b31d-fd7cbde3bf9e | Clause:
Each of the Swap Counterparties, the Administrative Agent (for itself and on behalf of the Lenders and the Issuing Bank), each of the Loan Parties, and Collateral Agent covenants that, as long as this Agreement remains in effect, it will (at the sole cost and expense of the Borrower) promptly execute and delive... | Label: Further Assurances |
f98f903f-85f2-4cb1-bfe4-3ddb3e57be73 | Clause:
The Obligors shall execute any and all further documents, agreements and instruments, and take all further actions, as may be required under Applicable Law or as any Required Noteholder may reasonably request, in order to effect the purposes of this Amendment.
Task: Classify this clause into ONE of these types... | Label: Further Assurances |
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