id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b3efa75b-22ae-4f26-bc5d-b7aa3f70a8e9 | Clause:
Any payment to a Participant or Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims arising under, or with respect to, the Plan against the Committee and the Company. The Committee may require such Participant or Beneficiary, as a conditi... | Label: Releases |
ff060051-e0f0-4819-a1dd-ba5d8de7d0bd | Clause:
Notwithstanding anything contained herein to the contrary, all payments made by the Company or its subsidiaries to the Employee pursuant to this Section 2 shall be reduced by applicable tax withholdings and any other deductions required by law.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Tax Withholdings |
01437a89-326c-49f2-8a4e-c98500cd5ba2 | Clause:
Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each of the parties hereto, or in the case of a waiver, by the party against which the waiver is to be effective. Notwithstanding the foregoing, no failure... | Label: Amendments |
507e6eca-d927-4756-af56-1f7b7f595c5a | Clause:
This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile or electron... | Label: Counterparts |
d5816031-00fc-4843-9403-3dc25269c33d | Clause:
To the extent applicable, each Credit Party and each Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any othe... | Label: Sanctions |
1240c280-706f-4d57-ae74-65b1c80f4f69 | Clause:
This Agreement shall terminate upon repayment in full of the Borrower’s Indebtedness governed by this Agreement or if later, such date as Borrower no longer has the right to make any borrowings pursuant to any revolving lines of credit or similar facilities established under this Agreement.
Task: Classify this... | Label: Terminations |
c55087e9-dfca-41a7-80e7-aadeac4f5063 | Clause:
Citywide will have performed and complied in all material respects with each of its agreements contained in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Agreements |
fd431068-ac23-4b6a-8bd5-347ece6eb188 | Clause:
The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with the Loan Documents (including the preparation of this Agreement), including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP.
Task: Classify this clause into ONE o... | Label: Expenses |
838a9a9d-3f4d-43d8-885a-4b549ffce731 | Clause:
This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, superseding all prior written or oral understandings or communications. This Agreement may not be amended or modified, except by a written agreement signed by the applicable Loan Parties (wi... | Label: Entire Agreements |
7e3fd0f3-fd13-4591-9604-bb3913979a56 | Clause:
Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Indenture, the ROS Notes and the Royalty Opportunities Notes, as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Definitions |
7335586a-c459-42c2-910d-7b62d732ae0b | Clause:
Indemnified Parties and their accountants shall have the right to examine the records, books, management and other papers of Indemnitor which reflect upon its financial condition, at the Property or at the office regularly maintained by Indemnitor where the books and records are located during normal business h... | Label: Records |
d17a464c-5a88-4987-868b-9977a4bf90bf | Clause:
Borrower has not dealt with any person, firm or corporation who is or may be entitled to any finder’s fee, brokerage commission, loan commission or other sum in connection with the execution of this Agreement, the consummation of the transactions contemplated hereby and the making of the Loan by Agent to Borrow... | Label: Fees |
b83c4dae-f184-452b-aba3-eda74bc0bafd | Clause:
All withholding taxes and other payroll taxes will be deducted from all payments due you under this Agreement. Any and all taxes that may be due by you as a result of payments made to you hereunder shall be your responsibility.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Taxes |
81a7497b-d05e-4190-8bc4-d053b9e2aca2 | Clause:
The consummation of the transactions contemplated hereby shall not contravene, violate or conflict with in any material respect, nor involve the Borrower, the Security Trustee, the Facility Agent or any Lender in any material violation of, any Requirement of Law or Contractual Obligation of the Borrower.
Task:... | Label: No Conflicts |
bb7c7023-5fd0-4ef4-99e3-20f349de626c | Clause:
If the Employer terminates the Executive’s employment during the Employment Period because of the Executive’s Disability pursuant to Section 8(a)(ii)(A) , the Employer shall pay to the Executive (i) the Accrued Benefits; and (ii) a pro rata portion (based on the number of days during the applicable fiscal perio... | Label: Disability |
40aad719-7b41-4b74-96fd-48022f39922e | Clause:
If the holder of a Restricted Stock Award or a Restricted Stock Unit Award granted pursuant to this Article V ceases to be a director of the Company by reason of Disability, each share of Restricted Stock or each Restricted Stock Unit subject to such award shall vest in full.
Task: Classify this clause into ON... | Label: Disability |
d9e40cc5-3038-45ef-a75a-6e6f80c93108 | Clause:
This Agreement, together with Executive Confidentiality and Non-Compete Agreement in effect on the Effective Date, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels all prior or contemporaneous oral or written agreements and understandings ... | Label: Entire Agreements |
b66d050a-ddbe-4fa6-bbc7-d2047e168df9 | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Governing Laws |
e3187895-e79a-4f6a-997b-d45d0ff2571e | Clause:
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, two hundred ninety nine (299) shares (“ Purchased Shares ”) of Series A Convertible Preferred Stock, $0.001 par value, of the Company (“ Series A Preferred ”), pursuant to the terms and conditions of this Agreement. Such Series A ... | Label: Sales |
8d42a500-ebac-40cc-8edd-5e1f15a9b14f | Clause:
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or fax, if sent to Wainwright, at the address set forth on the first page hereof, e-mail: notices@hcwco.com, Attention: Head of Investment Banking, and if sent to the Company, to the address set forth on the f... | Label: Notices |
2fd05c44-d839-4025-a47c-0520cdfa9fbd | Clause:
No waiver of any breach of any term or provision of this AGREEMENT shall be construed to be, nor shall be, a waiver of any other breach of this AGREEMENT. No waiver shall be binding unless in writing and signed by the party waiving the breach.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Waivers |
cea643fe-7438-4e84-89cb-1035c8a74bb1 | Clause:
Each Guarantor hereby agrees to be bound by the provisions of Section 5.8 [Taxes] of the Credit Agreement and shall make all payments free and clear of Taxes as provided therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Taxes |
931b942c-2e4e-4859-a7c1-4ccc841bac4d | Clause:
Each Debtor and the Bank acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the Debtors and the Bank.
Task: Classify this cl... | Label: Construction |
e5d73f9c-886f-4f7f-91d2-63bb77fb441c | Clause:
All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Defined Terms |
49920904-104d-4e2f-8f1f-da2f82b7b5bf | Clause:
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the written consent of a majority in interest of all Notes issued pursuant to the Purchase Agreement, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of busine... | Label: Change In Control |
0b3da905-7616-44ca-b227-f50da92a9d27 | Clause:
Whenever the following terms are used in this Restricted Stock Agreement, they shall have the meanings set forth below. Capitalized terms not defined in this Restricted Stock Agreement shall have the meaning set forth in the Plan or the Grant Notice, as applicable.
Task: Classify this clause into ONE of these ... | Label: Definitions |
22a394cd-4dfa-4e29-bd10-2400fa69eabd | Clause:
All obligations of the Company under this Plan with respect to Incentive Awards granted hereunder will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the busine... | Label: Successors |
c6d32e94-60de-4441-b745-1ff56704c504 | Clause:
The validity, construction and performance of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without reference to any choice of laws provisions thereof. The parties further agree that any litigation or proceeding arising out of, or relating to, this Ag... | Label: Jurisdictions |
420e242a-2ca7-49f6-86ac-7893e95aa700 | Clause:
Subject to the satisfaction of the conditions to closing set forth herein, the purchase and sale of Notes, in the amounts and to the Investors listed on Schedule A attached hereto shall take place at the offices of counsel to the Purchasers, Sichenzia Ross Ference Kesner LLP at 61 Broadway, New York, NY 10006 o... | Label: Closings |
d2a48cf2-96d6-4841-96fc-bef3fa9076aa | Clause:
The Company shall file a Current Report on Form 8-K, including descriptions of the Transaction Documents or including the form Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. HBD shall file any report required by the SED Trading Market or applicable l... | Label: Publicity |
6cb5ed6a-62c7-4d4e-8d25-691c40d44b52 | Clause:
All claims or controversies arising out of or in connection with this Plan shall, subject to the initial review provided for in th e foregoing provision s of thi s Article, b e resolved through arbitration as provid ed in this Paragraph 11. 4. Exce pt as otherwise agreed mutuall y by the parties , any arbitrati... | Label: Arbitration |
1beb3db3-45b6-44cc-aa45-cd8bf3bb65dc | Clause:
Each Borrower shall obtain and deliver from time to time all required consents, approvals and agreements from such third parties as Lender shall determine are necessary or desirable in its Permitted Discretion (as communicated to such Borrower by written notice) for the protection of its Collateral and that are... | Label: Consents |
79ff2970-4336-4cde-bc73-f90335d40f8c | Clause:
Seller and Guarantor have timely filed all federal and other material tax returns that are required to be filed by them and have timely paid all Taxes, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate ... | Label: Taxes |
87695bd2-3edd-4128-a3df-46d6feda17c8 | Clause:
No waiver of such provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforc... | Label: Waivers |
24e7ea2f-ef37-4268-8a53-2ebae45a23ee | Clause:
The execution, delivery and performance of this Agreement will not contravene or conflict with any agreements, indentures or contracts to which Manager is a party or by which it is bound.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: No Conflicts |
44b50d91-c9d7-4dcf-b25c-872a3554e85d | Clause:
Notwithstanding any contrary provision of the Plan, if there is a Change in Control during a Performance Cycle, all Awards payable for any Performance Cycle not yet completed shall be prorated based on target performance for the performance goals for each of those Performance Cycles. For Participants employed o... | Label: Change In Control |
6021d714-78fb-4736-9f22-ec2975102daf | Clause:
(a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to... | Label: Amendments |
aff34ad0-73b7-4979-a19f-de7dbcf2137a | Clause:
Each Holder agrees that all material non-public information provided pursuant to or in accordance with the terms of this Agreement shall be kept confidential by the person to whom such information is provided, until such time as such information becomes public other than through violation of this provision. No... | Label: Confidentiality |
be2ed04f-1db7-41d8-a153-dfc458c2343e | Clause:
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York and has full corporate power and authority to enter into and perform its obligations under this Agreement, and to own its properties and to carry on its business in all jurisdictions as pr... | Label: Organizations |
fb16b872-51a4-4899-a714-241623a60c58 | Clause:
Until determined otherwise by the Administrator, the Company will satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Tax Withholdings |
bf1dc1ef-7cf3-437c-903a-cbcc14c1408b | Clause:
(a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings of Liens in stock registries), that may be required under any... | Label: Further Assurances |
e314948d-40fb-4a89-b246-356369565d49 | Clause:
The Subscriber hereby acknowledges and agrees that the subscription hereunder, subject to the terms and conditions hereof, is irrevocable by the Subscriber, except as required by applicable law, and that this Purchase Agreement shall survive the death or disability of the Subscriber and shall be binding upon an... | Label: Binding Effects |
f1127af9-bf27-4e64-ac23-5cfd45da0c6e | Clause:
There are no actions, suits, arbitrations, governmental investigations or other proceedings pending or, to the Knowledge of Purchaser, threatened in writing against Purchaser, before any court or governmental authority, an adverse determination of which might adversely affect (a) the financial condition or oper... | Label: Litigations |
dfa9f0f3-e220-40b4-b20f-870161a7f954 | Clause:
Except as may otherwise be provided herein, subject to Participant’s continued employment, the Restricted Stock shall vest and become nonforfeitable upon the later of (i) the third anniversary of the Date of Grant (the “ Service Condition ”) and (ii) the Stock Price (as defined in Section 2(b) below) of a Share... | Label: General |
9c6a4d97-b61c-4464-9a01-b56dca8b1c40 | Clause:
No Party may assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other Parties, provided that the Company may assign its rights and obligations hereunder to any acquirer of the Company. This Agreement and the various rights and obligations arising hereun... | Label: Assignments |
cfbebbd2-d526-49b0-b383-63123462943f | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on t... | Label: Notices |
f3a52ef8-99f9-4e24-a060-887a5751e46a | Clause:
Payment of Restricted Stock Units (and any related dividend equivalents) in accordance with the Payment Schedule set forth in paragraph (a) above is specifically conditioned on the requirement that at all times prior to each payment, you do not engage in solicitation, Detrimental Conduct or hedging or derivativ... | Label: Remedies |
428d65da-4503-4627-917c-ac1888029e6f | Clause:
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile... | Label: Counterparts |
e0da1727-59f3-4353-b18e-ab540e0783d5 | Clause:
Borrower has obtained and has delivered to Lender certificates of insurance, together with applicable endorsements and upon request will provide complete copies of all Policies, with all premiums paid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in Section 6.1 of this... | Label: Insurances |
2c6b9e0e-01ac-4b2e-b97d-1bd2be7d9478 | Clause:
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, ... | Label: Notices |
5ef05ceb-9069-4047-805b-6f2f8b4c4738 | Clause:
Any provision of this Agreement held 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 affecting the validity, legality and enforceability of the remaining provisions hereof; and the... | Label: Severability |
e768fc5a-f9d7-4355-a186-ea984c95230a | Clause:
The Borrower is a corporation duly incorporated, validly existing and subsisting under the laws of the Commonwealth of Pennsylvania.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Existence |
c0faa237-c4a7-4fae-ae03-ecc5be7a05f3 | Clause:
The Parent Borrower, by signing below, hereby waives and releases Administrative Agent and each of the Lenders and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims, in each case arising on or prior to the date of... | Label: Waivers |
2e32136b-af25-4339-9501-994f80995000 | Clause:
Each Credit Party shall, and shall cause each of its respective Restricted Subsidiaries to, preserve and maintain its partnership, limited liability company or corporate existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business e... | Label: Organizations |
8d8bb0a3-6468-4d05-b258-148ed219b879 | Clause:
Stock Appreciation Rights shall contain such terms and conditions as to exercisability, vesting and duration as the Committee shall determine, but in no event shall they have a term of greater than ten (10) years; provided, however, that unless the Committee provides otherwise, (i) a Stock Appreciation Right ma... | Label: Terms |
62740501-63e8-4a33-bc8e-23d2aa16b564 | Clause:
The December 31, 2016 and December 31, 2015 audited consolidated financial statements of the Company and its Subsidiaries and the June 30, 2017 and June 30, 2016 unaudited consolidated financial statements of the Company and its Subsidiaries heretofore delivered to the Purchasers were prepared in accordance wit... | Label: Financial Statements |
862c8d37-360a-4baf-b65c-52db47c6fd7f | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not, subject to the Required Approvals: (i) ... | Label: No Conflicts |
2624e564-b886-4f55-b9bf-2811d7bfdeee | Clause:
The representations and warranties of Borrower set forth in Section 5 of the Loan Agreement (after giving effect to this Amendment) are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and... | Label: Representations |
cf59033f-2805-472a-b240-b9884fa4d30c | Clause:
This Agreement shall terminate upon the termination or expiration of all corresponding Services in the TSA with respect to the Territory.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Terms |
05cb978e-88dd-4fcb-987d-23b36261a9a2 | Clause:
This Conveyance constitutes the entire agreement between the Parties covering the subject matter hereof, and there are no agreements, modifications, conditions, or understandings, written or oral, expressed or implied, pertaining to the subject matter hereof which are not contained herein.
Task: Classify this ... | Label: Entire Agreements |
3f9a5ab5-f7b2-4831-b315-635499596878 | Clause:
Except as otherwise permitted under Section 6.3 or Section 6.4 , each Loan Party will, and will cause each of its Restricted Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and good standing in its jurisdiction of organization and, except as could not reaso... | Label: Existence |
4e971269-e8db-4637-be0e-366598eb70cb | Clause:
No provision hereunder may be waived other than in a written instrument executed by the waiving party.
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, Aut... | Label: No Waivers |
a71db282-dee1-4be8-86c8-463801dd3735 | Clause:
At any time after the date hereof, at the reasonable request of Stillwater, the Company shall do or cause to be done all such further acts, and shall execute and deliver such further instruments, assignments, transfers, conveyances, or documents, as may reasonably be required in order to implement and carry out... | Label: Further Assurances |
ef3e6f02-0300-48f1-b22b-662ec657f8fc | Clause:
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Wholly Owned Holdco Guarantor of this Agreement,... | Label: Compliance With Laws |
2d3beaa5-b8d7-4e42-9a8d-0f9094dd849c | Clause:
Subordinated Lender shall not sell, assign, pledge, dispose of or otherwise transfer all or any portion of the Subordinated Loan or any Subordinated Loan Document (a) without giving prior written notice of such action to Agent, and (b) unless prior to the consummation of any such action, the purchaser, assignee... | Label: Sales |
1cf7ef63-64d2-445f-800c-c877a181df40 | Clause:
The Obligated Parties have filed all Federal tax returns and all other Material tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon it or its Properties, assets, income or franch... | Label: Taxes |
c6ae947d-30a8-496b-a4e3-8691998e20cb | Clause:
If I die, then the restricted stock unit awards covered by this election (to the extent vested) will be settled as soon as reasonably practicable after my death, and in any event prior to the end of the calendar year in which I die.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Death |
4573b2e1-7a03-4447-ab59-96776fe22f46 | Clause:
(a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility or Lenders holding a particular tranche , if any Lender (a “ Benefitted Lender ”) shall at any time receive any payment of all or par... | Label: Adjustments |
43646237-1777-48d5-9457-e0657c97c5bb | Clause:
The Company has 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 Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included th... | Label: Financial Statements |
120df6bc-52c6-412f-b7e2-611822114098 | Clause:
For LTI Grants that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals, as well as the manner in which the LTI Award Payout is calculated is subject to adjustment as provided in Section 5(d) of the Plan and the Notice. For LTI Grants not intended to constitute Qualified P... | Label: Adjustments |
6f58ae06-31e0-4cdb-bb89-c63c59e4f5c6 | Clause:
The Company is not required to obtain any Consent from, authorization or order of, or make any filing or registration with (other than the filing with the SEC of a Form D and any other filings as may be required by any state securities agencies), any court, governmental agency or any regulatory or self-regulato... | Label: Consents |
9d199fd4-8cb5-4987-a076-8af0a0af9d3a | Clause:
As of the date hereof, the authorized capital stock of the Company, and shares issued and outstanding, is as set forth in the Company’s most recent report filed with the SEC. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are... | Label: Capitalization |
953e2509-1a23-484f-9e78-d44f6ec473cd | Clause:
The Company shall have the right to assign this Agreement to its successors or assigns. The terms “successors” and “assigns” shall include any person, corporation, partnership or other entity that buys all or substantially all of the Company’s assets or all of its stock, or with which the Company merges or cons... | Label: Assignments |
5007121a-408e-4b7a-9055-14eaf7b84941 | Clause:
As of the Closing Date, each Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.
Task: Classify this clause into ONE of these t... | Label: Erisa |
5770cee9-1b9c-408d-89e2-7afd0b7810b0 | Clause:
The only Subsidiaries of the Borrower is the Guarantor and Cumberland Emerging Technologies, Inc.
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, Authoriz... | Label: Subsidiaries |
fa0a1f42-5eb3-458f-b913-58138868a802 | Clause:
Any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant , representation... | Label: Waivers |
76f736c6-c215-4203-8351-c04b48e2b66e | Clause:
On the Restatement Effective Date, (i) the Guarantee of each of Virtu Japan PTS Holdings LLC, a Delaware limited liability company (“ Virtu Japan ”) and Virtu GW Comm LLC, a Delaware limited liability company (“ Virtu GW ” and together with Virtu Japan, the “ Released Loan Parties ”), under the Guarantee Agreem... | Label: Terminations |
25b253e6-57f3-4505-9430-411803e60526 | Clause:
The net proceeds of the sale of the Shares, the Preferred Shares and the Warrants hereunder shall be used by the Company for working capital and general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Use Of Proceeds |
a390f19c-30d1-4a33-9bb5-095b46b71416 | Clause:
The covenants of good faith and fair dealing are incorporated herein by this reference. This Agreement shall, whenever possible, be given a reasonable practical and workable interpretation so as to affect the general intentions of the parties. Neither party shall be entitled to any advantages due to another par... | Label: Interpretations |
01466540-6e14-4162-80be-92f34b951c8a | Clause:
Each Partner, at the time of its execution of this Agreement, represents and warrants that, the execution and delivery of this Agreement, the formation or continuation of the Partnership, as the case may be, and the performance of its obligations hereunder will not contravene or conflict with any provision of l... | Label: Warranties |
fe2d5803-1175-45b0-8aa5-ff07ebb8fccf | Clause:
In accordance with applicable law, institute proceedings for the complete foreclosure of this Mortgage by judicial action, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels, subject to the provisions of any applicable Subject Lease. Except as otherwise required by appl... | Label: Sales |
8fab1664-74e6-45d7-a4dd-0101ab7a4d53 | Clause:
The Committee has the right to amend, alter, suspend, discontinue or cancel this Agreement, the Phantom Units and/or DERs; provided, that no such amendment shall adversely affect Participant’s material rights under this Agreement without Participant’s consent.
Task: Classify this clause into ONE of these types... | Label: Amendments |
11bd074f-4c67-4f44-b29d-3bf697bc3e71 | Clause:
Any Award under this Article 10 and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award agreement, as determined by the Committee, in its sole discretion; provided , however , that such Awards of Common Stock not granted upon completion of a Performance P... | Label: Vesting |
41f84741-c509-4dc5-9c79-dbba71e219c6 | Clause:
In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable re... | Label: Consents |
2d3eef5b-1d05-418c-b82e-65d1a348799f | Clause:
The Parties acknowledge that they have been advised of their right to seek the advice of independent legal counsel regarding their legal rights and obligations under the terms of this Agreement, including the tax consequences of this Agreement, and the Parties have had the opportunity to seek the advice of inde... | Label: Construction |
9128b652-fc76-4931-b293-cb528d191fb2 | Clause:
This Agreement and the other Transaction Documents constitute the entire agreement between the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof. IN TH... | Label: Entire Agreements |
a8026341-84d7-4b3a-9f46-3428e63c1e2f | Clause:
Ascena will employ Executive as its Chief Executive Officer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bindin... | Label: Titles |
05ef10c6-02ef-4f66-985c-7c9df7fe9d06 | Clause:
Upon the sale, transfer, hypothecation, assignment or other encumbrance, whether voluntary, involuntary or by operation of law, of all or any interest in any real property securing this Note, if any, or upon the occurrence of any Event of Default, the holder of this Note, at the holder’s option, may declare all... | Label: Remedies |
23834bf3-6d7f-4bf1-a045-797423c13675 | Clause:
The location where Seller keeps its books and records including all computer tapes and records relating to the Purchased Items is Seller’s chief executive office.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Records |
601de345-0b9e-47a9-832c-a7edf0c08824 | Clause:
Pursuant to Section 8.1(a) of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and any ancillary agreements contemplated thereby or entered pursuant to (collectively, the “ Transaction Documents ”), are hereby terminated effective immediatel... | Label: Terminations |
7ae5c6cf-8fae-4c89-a9ec-120231eef10e | Clause:
This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the State of California, without giving effect to principles of conflicts of law thereunder. Venue for all matters shall be in Los Angeles, CA. Each of the parties (a) irrevocably consents and agrees that any l... | Label: Governing Laws |
4bbba554-cb3a-4031-b6d2-a5303a2dba89 | Clause:
To the extent not previously delivered, the Administrative Agent shall have received copies of insurance policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property, terrorism and business interruption insurance meeting the requirements ... | Label: Insurances |
6584337f-67fd-41eb-ab76-7c1a2dae93bf | Clause:
Unless terminated earlier in accordance with Section 11(a) , the obligations of each Party pursuant to this Section 8 shall terminate upon the payment by Recipient to Provider of aggregate Net Revenue Fees in an amount equal to the Aggregate Cap (such date of termination, the “ Net Revenue Fee End Date ”).
T... | Label: Terminations |
247a74e6-8d11-4fd3-a993-08c19bee50ae | Clause:
Party A will promptly notify Party B in writing of any known or suspected actual or possible infringements, misappropriations, or other violations of any Party B's BIP or Party B's FIP by a Third Party. Party B shall, in its sole discretion, decide whether any enforcement claim or other action is taken in respe... | Label: Enforcements |
0050187d-cf30-4227-999e-1c89d512af7d | Clause:
This Agreement is personal to Employee and shall not be assignable by him.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Be... | Label: Assignments |
c9a2491f-1a14-4611-aca4-3bf558e6dab1 | Clause:
This Agreement shall expire on unless renewed or otherwise extended by mutual written agreement. Termination or expiration or the Agreement or any renewal or extension thereof shall not operate to terminate Evans obligation under paragraphs 4, 5, 6, 10 and 12, herein.
Task: Classify this clause into ONE of the... | Label: Terms |
adc826b3-90d6-4d08-bd91-360648d5b0c0 | Clause:
This Note shall be governed by, enforced under and interpreted in accordance with the laws of the state in which the Property is located, without regard to principles of conflicts of laws. The parties hereto irrevocably (a) agree that any suit, action or other legal proceeding arising out of or relating to thi... | Label: Applicable Laws |
bfe72123-b831-4918-8791-755ea1a850b3 | Clause:
This Amendment, together with the Loan Agreement and the other Loan Documents, constitutes the entire agreement between Lender and Borrowers concerning the subject matter hereof, and may not be altered or amended except by written agreement signed by Lender. PURSUANT TO UTAH CODE SECTION 25-5-4, EACH BORROWER I... | Label: Amendments |
b02895de-ace9-4e65-8a3a-9abd27bf7897 | Clause:
This Amended Agreement shall inure to the benefit of and be binding upon the Parties to this Amended Agreement and their respective successors and permitted assigns, and no other Person shall acquire or have any right under, or by virtue of, this Amended Agreement. The Company shall be entitled to assign this A... | Label: Successors |
1d5cf9ea-2e2d-4603-a307-852f2eb38136 | Clause:
This Agreement has been duly executed and delivered by the Sellers, and constitutes the legal, valid and binding obligation of the Sellers, enforceable against the Sellers in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conve... | Label: Binding Effects |
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