id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
5d650d87-b7f0-48df-8464-3c4bccf0c6ad | Clause:
The Company and Buyer mutually acknowledges that a breach by either party of its obligations hereunder will cause irreparable harm to the non-breaching party by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, Buyer and the Company acknowledges that the remedy at law for a b... | Label: Remedies |
3be039a7-807d-4d12-a116-e3b6609e427e | Clause:
THIS SECOND AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE LOAN DOCUMENTS ARE PERFORMABLE IN SAN ANTONIO, BEXAR COUNTY, TEXAS, AND BORROWER WAIVES THE RIGHT TO BE SUED ELSEWHERE. BORROWER AND LENDER AGREE THAT THE STATE AND FEDERA... | Label: Governing Laws |
fc5640ac-cf38-4f0a-9afd-849a9a596b2b | Clause:
Holdings, CBOE and C2 shall indemnify, protect, defend and save Employee harmless from and against any threatened, pending, contemplated or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which Employee is made a party by reason of the fact that Employee is or ... | Label: Indemnity |
bc86ee42-f95a-445d-8509-8bc316f9a905 | Clause:
Either party’s failure to insist upon strict compliance with any part of the Agreement, or its failure to assert any right it may have hereunder, will not be considered a waiver of that or any other part of or right under the Agreement unless the waiver is in writing and signed by the party that is waiving its ... | Label: No Waivers |
9363a58a-1763-4631-a4d6-c00029f73308 | Clause:
This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges and supersedes all prior discussions, representations, understandings and agreements by and between us, provided that this Agreement shall supplement, and shall not limit ... | Label: Entire Agreements |
2a5c24dd-8599-4fd4-a8f6-3e971df5f2d8 | Clause:
All taxes, if any, payable in connection with the consummation of the transactions contemplated by this Agreement shall be paid by Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Taxes |
e5150b99-ee35-43fe-8acb-c854f9d4255d | Clause:
Each of the Parties represent and warrant that each has the proper authorization and power to enter into this Agreement and effect the actions required therein, including, but not limited to, necessary board resolutions or other approvals, as required.
Task: Classify this clause into ONE of these types (exactl... | Label: Authorizations |
f971e84a-e071-460d-bd25-5964d7bd8351 | Clause:
If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the tra... | Label: Severability |
e125a2f5-cad1-46dc-9ac7-365991209a4b | Clause:
The Buyer and the Seller hereby agrees and provides further assurances that it will, in the future, execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and performed, all acts and things as may be reasonably necessary or appropriate ... | Label: Further Assurances |
283f78a1-ca7b-46dd-ad4f-8e530114f8c5 | Clause:
The proceeds of the Extensions of Credit shall be used (a) to finance the working capital needs of the Company and its Subsidiaries and (b) for general corporate purposes of the Company and its Subsidiaries.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Use Of Proceeds |
d3de73cd-97e9-4bd0-88bc-25fed6671173 | Clause:
The covenants and agreements of the parties set forth in SECTIONS 4, 5 and 6 are of a continuing nature and shall survive the expiration, termination or cancellation of this Agreement, irrespective of the reason therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Survival |
21ce66a2-9d8b-479a-a2ef-013f9aff8c62 | Clause:
Tenant shall not use the Premises or permit anything to be done in or about the Premises or the Property which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or hereafter enacted or promulgated. Tenant shall not do or permit anything to be done on or ab... | Label: Compliance With Laws |
2e7525df-ef7d-4801-ab5e-534736dd247e | Clause:
Any notice required hereunder shall (a) be delivered by hand or (b) sent by registered or certified mail addressed to the other party hereto at its address set forth above for the Company and the last known address for Employee. Any such notice shall become effective (i) if mailed, on the date indicated on the ... | Label: Notices |
c57771d1-bab5-4ff7-b39a-8ae6e799d962 | Clause:
Subject to the terms and conditions hereof, the consummation of the purchase and sale of Purchased Units hereunder (the “ First Closing ”) shall take place on January 12, 2017 at the offices of ETP, and the second consummation of the purchase and sale of Purchased Units hereunder (the “ Second Closing ”, togeth... | Label: Closings |
485487af-97d1-4463-9b66-8dba7bfa8093 | Clause:
The Board, acting in its sole discretion, may amend the Plan at any time and from time to time and may terminate the Plan at any time. Plan amendments will be subject to approval by the Company’s stockholders if and to the extent such approval is required in order to satisfy applicable law and/or stock exchange... | Label: Amendments |
345c9b2a-5685-4a22-8d89-c0442d6f3da7 | Clause:
The Employee’s highest annual base salary in effect during the two-year period immediately preceding the Date of Termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Base Salary |
17cd0995-9579-40d1-adc5-7015b111a21b | Clause:
During the Employment Term, the Executive shall devote an adequate time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services e... | Label: Duties |
677ec729-0634-4af3-9444-003504b4fe28 | Clause:
This Agreement, together with the Transaction Documents and the other written agreements currently in place between the Company and the Investors and their respective affiliates, contains the entire agreement among the parties in respect of the subject matter hereof.
Task: Classify this clause into ONE of thes... | Label: Entire Agreements |
fe4cb696-67f3-4b82-a3b8-53d8bc5e7372 | Clause:
Each of the Company and each of its Restricted Subsidiaries is in compliance with (i) all applicable Laws applicable to the conduct of its business and the ownership of its property and (ii) all contracts and agreements to which it is a party, in each case, except such non-compliance as (x) has not had (unless ... | Label: Agreements |
3c8420fa-646a-4a5e-aa6d-ba195d4cfb69 | Clause:
Each party will be responsible to collect, bear and pay any and all taxes levied or based upon the party’s sale of the Products, Product Die or Licensed Products, including, all sales, use, value added, withholding or similar taxes. In the event that the government of a country imposes any income taxes on payme... | Label: Taxes |
288f47c0-657c-4a5a-bab1-bb15ee4ee075 | Clause:
For purposes of this Amendment, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Intercreditor Agreement as amended by this Amendment. It is understood and agreed that t... | Label: Interpretations |
2d210dff-58de-4b6b-b44e-a22d3d8f1fc9 | Clause:
In connection with the Transfer, Mortgagee hereby consents to the assignment to Greylock or an Affiliate of Greylock of each of (i) the Administrative Services Agreement by and among ECA, Mortgagee and ECA Marcellus Trust I dated as of July 7, 2010 and (ii) the letter agreement by and between ECA and Mortgagee ... | Label: Consents |
cd64eedf-0678-40bb-94da-1d9b71250ba4 | Clause:
This Agreement and the Prior Agreement contains the entire understanding of the Parties with respect to the specific subject matter hereof. All express or implied agreements and understandings, either oral or written, heretofore made, including the Prior Agreement, are expressly superseded by this Agreement. Th... | Label: Entire Agreements |
3abf371c-291c-4767-a4d0-360260cbbdb2 | Clause:
Any disputes arising under or relating to this Agreement shall be subject to arbitration pursuant to the American Arbitration Association’s Employment Arbitration Rules and Mediation Procedures, as in effect when the dispute arose. The situs of any arbitration between the parties shall be Virginia, and the arb... | Label: Arbitration |
ff639991-b9a7-4fc7-99c2-c3ca9ad4ace1 | Clause:
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indeb... | Label: Use Of Proceeds |
27123a82-f823-4628-9d77-1fc3369453e5 | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which the Borrower or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse... | Label: Disclosures |
b4d391bc-4a7f-4a07-9314-95a2299dd844 | Clause:
This Agreement shall be deemed to be a contract under the Laws of the State of New York without regard to its conflict of laws principles. Each standby Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs and Practice for Documentary Credits, as most recently... | Label: Governing Laws |
98d414dd-2d5d-48a7-b16c-ae430cdb1c99 | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction oth... | Label: Governing Laws |
e777656e-84b0-42c4-ac55-f19508a573ae | Clause:
The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Aggregate Commitments under this Section 2.06 . Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Pro Rata Share of such reduction amount. All fees in r... | Label: Notices |
8007dcaf-5e3f-46e3-8db6-ce960153428a | Clause:
All notices required or permitted pursuant to this Agreement must be given as set forth in the Separation Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Notices |
25a01ae4-5c79-4282-9a44-9acba9a1d661 | Clause:
The RSUs will vest one year following the Grant Date (the “ Vesting Date ”), subject to the Participant’s continued service as a Director of the Company through the Vesting Date. The RSUs will be payable upon termination of service from the Board of Directors and as provided in Section 2 and 3 below (the “Settl... | Label: Vesting |
c18a9d17-421c-4fc9-aabf-a6731426415c | Clause:
Each Debtor agrees that it will without further consideration execute and deliver such other documents and take such other action, as may be reasonably requested by Secured Party to consummate more effectively the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one... | Label: Further Assurances |
9f057a14-2e4b-43f6-8439-473ced0c288d | Clause:
Any final judgment entered or settlement agreed upon in the manner provided in this Section 9.6 , as applicable, shall be binding upon the Indemnifying Party and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder, if appli... | Label: Payments |
2573b770-cd55-4fe6-89c0-ee38ccd124db | Clause:
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart to this Amendment by facsimile transmission or other ele... | Label: Counterparts |
38bb53c1-dd39-42a9-9362-91a556c8ed75 | Clause:
The Company hereby represents and warrants to each Shareholder that the Company has the requisite capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the ... | Label: Representations |
736070c8-62ef-4236-bfaf-bb1e27427f56 | Clause:
This Agreement may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signatu... | Label: Integration |
dd47a793-5c43-4848-a092-05b13a17476b | Clause:
This Amendment No. 3 and all attachments contain the entire Amendment No. 3 between the parties as to its subject matter. This Amendment No. 3 may be executed in two or more counterparts, each of which will be deemed an original and all which together will constitute one and the same Amendment No. 3. This Amend... | Label: Miscellaneous |
2d70d76c-ac7a-44a7-86e4-8ac5a6d4de3f | Clause:
Each party’s obligations under this Section 11.3 shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, any Issuing Lender, Swing Line Lender or Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations un... | Label: Survival |
babceba4-87f8-4dd6-b240-d8fe1a235f4d | Clause:
Take no action that would cause the conditions upon which the obligations of the parties to effect the transaction contemplated by this Agreement not to be fulfilled including, without limitation, taking or causing to be taken any action that would cause the representations and warranties made by the Investors ... | Label: Cooperation |
ac1a4a16-bd7b-4307-a708-ebe33e50f341 | Clause:
This Agreement, together with the Master Transaction Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.
Task: Classify... | Label: Entire Agreements |
1abb58bd-4f48-4d64-af91-f62b6c1d2b61 | Clause:
This Agreement, and all Claims or causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate to this Agreement or the negotiation, execution, performance, consummation or subject matter of th... | Label: Governing Laws |
666ad072-78ca-41ac-84f9-4b7cbb0ed295 | Clause:
Purchaser and Edelman, jointly and severally, represent and warrant to Seller that Purchaser is duly organized, validly existing and in good standing under the laws of the State of New York. Purchaser has taken all necessary steps to authorize the transactions contemplated by this Agreement.
Task: Classify th... | Label: Representations |
c028d9eb-d58d-49ff-b478-4fa824e55d9e | Clause:
This Assignment shall be governed by, and construed according to, Colorado law.
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 Salar... | Label: Governing Laws |
53c1db37-998a-451e-8bac-0006cd76b9d4 | Clause:
Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law. Assuming Seller delivers to Buy... | Label: Withholdings |
5c5ed6ba-14c6-4a38-8d12-86e8a3292ed2 | Clause:
In the event of any dispute arising out of or relating to this Agreement or Executive’s employment with the Company, the parties agree first to engage in prompt and serious good faith discussions to resolve the dispute. If such discussions fail to resolve the dispute within 30 days, the parties shall try to res... | Label: Arbitration |
b1710861-8645-4b3b-a4db-d3b8103d15e0 | Clause:
Each Lender, upon execution and delivery of this Agreement or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Original Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible A... | Label: Representations |
a240be0a-b670-4043-9742-8006422c02de | Clause:
Subject to the limitations or other provisions of this Agreement, (a) each Party shall use commercially reasonable efforts (subject to, and in accordance with applicable law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and coopera... | Label: Further Assurances |
28f643e8-1330-4ae3-8a43-db6727d627d1 | Clause:
The Company and each of its Subsidiaries are, and since January 1, 2015, have been, in compliance with all foreign, state, federal and local laws, statutes, common laws, ordinances, acts, codes, rules, regulations, orders, executive orders, judgments, injunctions, penalties, fines, writs, decrees, governmental ... | Label: Compliance With Laws |
853daed5-6024-43b1-937b-07379f84294c | Clause:
Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. Solely... | Label: Survival |
6341625b-34a6-4bf5-babe-5c8d23c775e6 | Clause:
No Litigation initiated or joined by a Governmental Body shall be pending wherein an unfavorable Order or judgment would prevent the carrying out of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Litigations |
7f5ba9d1-be6e-43d2-8063-37ec2d2ab25d | Clause:
In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaire... | Label: Severability |
5639cc06-498f-4140-b64d-02b34de259b1 | Clause:
In handling any confidential information, Bank and all employees and agents of Bank shall exercise the same degree of care that Bank exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to ... | Label: Confidentiality |
d13cdc0c-a13a-45bf-9fe7-a9be96f6df60 | Clause:
Each of the Holder has full power and authority to enter into this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes a valid and legally binding obligation of each of the Holder, enforceable in accordance... | Label: Authorizations |
bd75a0f5-aed5-4824-acbb-1ce35a116064 | Clause:
Each Contract Year, Employer agrees to reimburse Executive in an amount not to exceed Five Thousand Dollars ($5,000) for the annual premium and other fees and expenses associated with estate planning services for Executive, including legal and tax services, and/or Executive’s purchase or maintenance of a life o... | Label: Insurances |
9ebdf2a2-6937-4f89-8332-a46850e6ec72 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile or other electronic means shall be deemed for all purposes as constituting g... | Label: Counterparts |
46544dde-4225-4bb9-b8bf-261daa7120ae | Clause:
OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WH... | Label: Waivers |
53908410-2aa6-4c42-aca9-4c7e3f2becef | Clause:
The remedies provided for herein are cumulative and are not exclusive of any other remedies provided by law. Seller agrees to pay to Buyer reasonable attorneys’ fees and reasonable legal expenses incurred in enforcing Buyer’s rights, powers and remedies under this Agreement and each other PMH Document.
Task: C... | Label: Fees |
dcfd01d5-cc98-4d70-a624-7ad48e6d93cd | Clause:
Capitalized terms used herein without definition are used as defined in the Credit Agreement, the Security Agreement or the IP Security Agreement, as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Defined Terms |
e777ecac-9ec9-4bf7-98a9-5883530cc754 | Clause:
Without limiting any provisions of this Agreement, the Recipient shall be responsible for and shall pay any and all sales, use, value-added, goods and services and similar Taxes imposed on, or payable with respect to, any Services received pursuant to this Agreement and any fees or charges (including any Charge... | Label: Taxes |
a5a157b2-fe1b-4056-b9bc-889b3384d489 | Clause:
The initial term of this Agreement will be for a period of ten (10) years, commencing on the Closing Date and ending on the tenth anniversary of the Closing Date (“ Initial Term ”). At the conclusion of the Initial Term, this Agreement will automatically extend from year-to-year, unless terminated by the Partne... | Label: Terms |
1efe3364-caef-44ac-b0a5-27656f277823 | Clause:
Each of the Loan Parties and the Restricted Subsidiaries owns, licenses, possesses or otherwise has the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual... | Label: Intellectual Property |
49bb3a56-abd8-4976-87b4-8ff255f9bbcf | Clause:
This Agreement (including all exhibits, schedules and any other attachments) and the Closing Documents constitute the entire understanding between the parties hereto regarding the subject matter of this Agreement, and supersede any and all previous communications and understandings between the parties (includin... | Label: Entire Agreements |
e93e84a2-ed9a-4bed-902e-47cb7ebc3069 | Clause:
Notice of any amendment or termination of the Plan shall be given by the Board or the Committee, whichever adopts the amendment, to the other and all Participating Companies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Notices |
d0be086d-3d99-4a04-a80b-00e23b515c1c | Clause:
This Amendment may be executed by the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile or other electronic transmission of the signature pages hereof.
Task: ... | Label: Counterparts |
cc66e2e9-21b0-4634-ae88-75359e84d0be | Clause:
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for the applicable statute of limitations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Survival |
06979b6e-5663-4302-9293-a474c75ecf86 | Clause:
The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and... | Label: Taxes |
f246fbfe-420b-416e-a2e4-150523f1278b | Clause:
This Agreement and the Separation Agreement contains the entire agreement between the parties concerning the separation of the Employee from all positions of the Employee with the Employer. This Agreement, the Separation Agreement and any agreement, instrument or document to be executed in connection herewith (... | Label: Entire Agreements |
55c20b64-7b86-4acc-a2c5-1d4dec172b07 | Clause:
The agreements of the Company, as set forth herein, and the respective representations and warranties of the Holder and the Company as set forth herein in Articles II and III, respectively, shall survive until the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Warranties |
4b77a18a-8a5e-47f8-a951-0e98bff6f1cc | Clause:
Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, or as may be required by order of the Bankruptcy Court, from time to time, to effectuat... | Label: Further Assurances |
9173cab0-1d86-4048-ad91-0f44d7aedb92 | Clause:
Executive acknowledges that the Company has a legitimate and continuing proprietary interest in the protection of its Confidential Information and that it has invested substantial sums and will continue to invest substantial sums to develop, maintain and protect Confidential Information. The Company agrees to p... | Label: Confidentiality |
50a5a650-606d-462d-be3d-601d1e0d8ff0 | Clause:
By an assumption agreement in Form and substance satisfactory to the Executive, the Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Bank to expressly assume and agree to perform this Agre... | Label: Successors |
c3763c79-4c47-4c36-a3ef-a0487554e314 | Clause:
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same c... | Label: Counterparts |
1e0da979-4a1b-4da5-98cd-17d63ca06cc7 | Clause:
Each Borrower agrees to pay all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Agent’s legal counsel.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Expenses |
cc8b0621-e97a-4c70-88b6-bde2ed717f7a | Clause:
In connection with obtaining HSR Clearance, each of Assembly and Allergan shall (a) cooperate with each other in connection with any investigation or other inquiry relating to an HSR Filing and the transactions contemplated by this Agreement; (b) keep the other Party or its counsel informed of any material comm... | Label: Cooperation |
d443e006-8fee-469b-bd41-e0443ede4cc5 | Clause:
(i) Promptly upon request by the Administrative Agent, or any Lender Party through the Administrative Agent, correct, and cause each Loan Party to promptly correct, any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof.
Task:... | Label: Further Assurances |
eddc04c2-5d2d-4562-8908-bb2faef279c4 | Clause:
During your employment with PNC and thereafter regardless of the reason for termination of such employment, you will not disclose or use in any way any confidential business or technical information or trade secret acquired in the course of such employment, all of which is the exclusive and valuable property of... | Label: Confidentiality |
29e89b8a-a12f-4811-b0be-c92f95b1226d | Clause:
Neither the Borrower nor any of its Restricted Subsidiaries is engaged in any unfair labor practice that would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against the Borrower or any of its Restricte... | Label: Employment |
3f839e3c-50a3-43d9-bd96-86326961cb2e | Clause:
Notwithstanding anything to the contrary contained herein, this Agreement and the obligations of the parties hereto shall terminate automatically upon the termination of the Purchase Agreement in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Terminations |
021f561e-3db0-40ed-97fa-e0d7c9b20963 | Clause:
The Holder has the requisite legal capacity, power and authority to enter into, and perform is obligations under, each Transaction Document to which it is a party. Each of the execution, delivery and performance of each such Transaction Document by the Holder, and the consummation by the Holder of the Transacti... | Label: Authorizations |
604b4745-d85f-4b51-95df-c75de6acd8f8 | Clause:
The parties agree to (i) furnish upon request to each other such further information, (ii) execute and deliver to each other such other documents, and (iii) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the transacti... | Label: Further Assurances |
f26d28a4-1de4-4801-8e87-39cfbc7b0d25 | Clause:
This Guaranty shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas. Each Guarantor hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Dallas, Texas in any action or proceeding arising out of or relating to this Guaranty an... | Label: Governing Laws |
94868139-2e19-4932-927d-a27b7bd792d3 | Clause:
Any representation or warranty made or deemed made by the Borrower, the Assignor, the Predecessor Parent Pledgor, a Parent Pledgor, the Initial Portfolio Manager, the Portfolio Manager, the Initial Servicer, the Guarantor, the Servicer or Imperial under or in connection with any Transaction Document to which it... | Label: Warranties |
8cf7da90-4200-42fa-a35d-3c6a93048ac4 | Clause:
Any suit, action or other legal proceeding for specific performance or injunctive relief arising under Section 5(f) of this Agreement shall be brought in the United States District Court for the Southern District of Texas, Houston Division, or, if such court does not have jurisdiction or will not accept jurisdi... | Label: Venues |
39725860-be80-4270-9429-37a83759633b | Clause:
All costs and expenses of any arbitration proceeding, excluding attorneys’ fees, shall be shared equally by Beneficiary and Trustor. Each party shall bear its own attorneys’ fees; provided, however (i) that if the Arbitrators determine that the Property is environmentally impaired under California Code of Civil... | Label: Costs |
e0ea7e9f-0e71-4720-be04-887af02ac9f6 | Clause:
The execution, delivery and performance of this Guaranty by the Guarantor and the consummation by the Guarantor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of its Certificate of Incorporation or By-laws or (ii) conflict with, constitute a default (or a... | Label: No Conflicts |
b509953e-405c-41c4-beab-fba3e11dfa36 | Clause:
Each Borrower and Subsidiary has duly complied, and its Properties and business operations are in compliance, in all material respects with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of materi... | Label: Compliance With Laws |
0af7dca1-e833-4a9b-a47c-3c18776feeca | Clause:
The execution, delivery and performance of the Loan Documents by each Obligor to be a party thereto (a) have been duly authorized by all necessary corporate or other organizational actions of such Obligor; (b) do not and will not violate any applicable provision of law, except to the extent that such violation ... | Label: Authority |
d1cbe98c-2550-4ac6-ad42-7e6c66415f2c | Clause:
Newpark and its Subsidiaries have filed all federal, state and other material Tax returns and reports required to be filed, and have paid all federal, state and other material Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due ... | Label: Taxes |
824b78e3-428a-4a51-8978-acba31b889be | Clause:
The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity, other than Tellurian and Total, any right, benefit or remed... | Label: Binding Effects |
b9dd0513-4c9c-4e74-bb95-427459785552 | 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 |
8a14b323-5c28-45f5-a53f-cb329a56af2f | Clause:
All notices, reports and other communications given pursuant to this Agreement shall be in writing and shall be (i) sent by e-mail or (ii) accomplished by any other method agreed upon by the parties hereto in writing. Notice given in any other manner shall be effective when received by the addressee or its agen... | Label: Notices |
d3bbc0a2-b125-472d-8ca0-8a62b78c4610 | Clause:
Indemnitee . Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be direc... | Label: Notices |
f88f843c-eaa7-4531-9a23-4c14ea43acc1 | Clause:
Notwithstanding anything to the contrary expressed or implied herein, the following requirements shall apply to the Plan, to all Elections or Subsequent Elections made by Participants under the Plan, and to all distributions and payments made pursuant to the Plan.
Task: Classify this clause into ONE of these t... | Label: Payments |
f0d19850-495c-49f8-aa12-74dbbafab4ce | Clause:
Owner acknowledges that Owner has been represented by counsel, or had the opportunity to be represented by counsel of Owner’s choice. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement.... | Label: Construction |
3a60685a-6bd7-4b18-8e3b-507a3e894747 | Clause:
Any suit, action or proceeding with respect to this Agreement shall be brought in the state or federal courts located in Broward County in the State of Florida. The parties hereto hereby accept the exclusive jurisdiction and venue of those courts for the purpose of any such suit, action or proceeding. The parti... | Label: Enforcements |
0e9e058d-d550-43ab-8a02-f8212af70710 | Clause:
The Borrower and its 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 promot... | Label: Anti-Corruption Laws |
e9250e0c-9c91-45e8-b435-6a71b8f47f5d | Clause:
This Letter Agreement shall be governed by the laws of the State of New York, without regard to conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Governing Laws |
1e1e99b1-4623-4592-a9f3-61a6539d628e | Clause:
The Recipient accepts the Restricted Stock subject to all of the terms, provisions and restrictions of this Agreement and the Plan. The undersigned Recipient hereby accepts as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement.
T... | Label: Interpretations |
9a1476ab-9483-4612-947b-11b741fc8096 | Clause:
Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative A... | Label: Authority |
a7563d39-b006-4685-8269-650d0fe8a5b6 | Clause:
During the Employment Period, the Company shall pay Executive a base salary at the annual rate of Six Hundred Eighty Three Thousand and 00/100 Dollars ($683,000.00). The Board shall review Executive’s base salary no less frequently than annually and may increase such base salary in its discretion. The amount of... | Label: Base Salary |
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