id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
438b220a-c80b-43ff-827f-44aa2f7cda31 | Clause:
All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt), (b) when sent by facsimile or e-mail of a PDF document (with written confirmation of transmission), or (c) one (1) Business Day fo... | Label: Notices |
04330108-eb02-44e8-81e2-fd83cdc7b8fe | Clause:
During the Extended Term, you will continue to be entitled to participate in all employee healthcare and welfare benefits programs of the Company, in accordance with the then applicable terms, conditions and eligibility requirements of such programs that are offered from time to time to U.S. resident-based empl... | Label: Benefits |
20078c4a-a085-4fe3-9b2a-e8219f2eb939 | Clause:
The vested RSUs will be “settled” and become payable (“Settlement Date”) as of the earliest of the following dates: (a) the Director’s service as a director terminates; (b) the date specified pursuant to a proper election in accordance with Section 4 of this Agreement; or (c) such other date as provided in Sect... | Label: Payments |
2308a2e7-33d3-4e7a-845f-65985462d8a9 | Clause:
The Company and its subsidiaries are corporations, duly organized, validly existing and in good standing under the Laws of the jurisdiction in which they are incorporated. The Company has the full corporate power and authority and all necessary certificates, licenses, approvals and Permits to: (i) enter into a... | Label: Organizations |
a3fae196-acd2-4871-9879-b9fc22458a4f | Clause:
Each Guarantor covenants and agrees to comply with the provisions applicable to such Guarantor in Section 5.9 [Taxes], Section 8.1 [Affirmative Covenants] and Section 8.2 [Negative Covenants] of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Taxes |
c538f321-676a-4bb3-be8e-ab7adfe43f5f | Clause:
The Employee shall have no vested right in the Performance-Based Cash Award unless the Committee certifies that the Base Bonus Target, Target Bonus Target or Stretch Bonus Target, as applicable, has been achieved. Such achievement, as evidenced by such certification by the Committee, shall be construed by all p... | Label: Forfeitures |
2adc355b-f4a2-44ae-8335-c7da865b9b92 | Clause:
If an ISO optionee ceases to be employed by the Company and all Related Corporations by reason of such optionee's death, any ISO of such optionee may be exercised, to the extent of the number of shares with respect to which the optionee could have exercised on the date of the optionee's death, by the optionee's... | Label: Death |
387634ac-759d-44ce-81a3-fc5825e25fea | Clause:
The headings of the Articles, Sections, Schedules and Exhibits of this Lease are for convenience only and do not define, limit or construe the contents thereof. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to inclu... | Label: Survival |
76c98aaa-3c57-42db-9182-41e68cf71fad | Clause:
Executive acknowledges that should he violate the provisions of Paragraph 11 of this Agreement, it will be difficult to determine the resulting damages to the Company and that monetary damages would not be adequate in any event. In addition to any other remedies it may have, the Company shall be entitled to tem... | Label: Remedies |
c6a254e0-9bd8-45ac-bb9f-2ac97dfde538 | Clause:
No provision of this Agreement shall be waived by any act, omission, course of dealing or knowledge of a Party or its agents except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party.
Task: Classify this clause into ONE of these types (exac... | Label: Waivers |
81257b0c-a8fe-4e20-8160-d2cc63a4fb96 | Clause:
The Plan is the entire agreement between the Company and the CEO regarding the subject matter of the Plan and supersedes all prior bonus compensation or bonus incentive plans or any written or verbal representations regarding the subject matter of the Plan.
Task: Classify this clause into ONE of these types (e... | Label: Entire Agreements |
3c21aedd-5635-4c34-99d1-aa7bc90477bb | Clause:
This Agreement is binding upon, and inures to the benefit of, the parties and their respective successors and assigns.
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: Assignments |
1f8cdaa7-7016-422d-ba45-6416eade5a56 | Clause:
Any defined terms not defined herein shall have the same meaning and definition as is contained in the Loan Agreement or other Loan Documents, as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Defined Terms |
a35c3170-4bd4-475a-9784-f93782ea7ead | Clause:
This Agreement may be executed in counterparts which, when read together, shall constitute a single instrument, and this has the same effect as if the signatures on the counterparts were on a single copy hereof. A composite copy of this Agreement may be compiled comprising a single copy of the text of this Agr... | Label: Counterparts |
397474e6-9be0-43df-91bd-88cadca93158 | Clause:
This Grant shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shal... | Label: Governing Laws |
3c743c53-dae2-4dab-916c-9193c14ebfc6 | Clause:
The paragraphs and provisions of this Agreement are severable; if any paragraph or provision is found unenforceable, the remaining paragraphs and provisions will remain in full effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Severability |
51fa3259-b821-4829-abd1-1ed9f0278c9b | Clause:
Developer shall advise all Other Members on or before the Severance Date of the conditions to the Severance Date Transactions set forth in Section 11.01(a) , and Developer shall disclose to PE Member the conditions to the Severance Date Transactions set forth in all Other Members’ development agreements (other ... | Label: Disclosures |
9322b3ca-7c18-4b87-aacf-6234e4707881 | Clause:
The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
56b0044c-5193-4efb-817a-932734344df2 | Clause:
The Employee is responsible for payment of any taxes required by law to be withheld by the Company with respect to an Award. To facilitate that payment, the Company will, to the extent permitted by law, retain from the number of shares of Common Stock issued to the Employee in settlement of an LTIP Award that n... | Label: Withholdings |
1f8dcf2c-d9d5-497d-9e51-a3c455b0f9fa | Clause:
As of the date of this Agreement, there is no action, suit, investigation or proceeding pending against, or to the knowledge of the Buyer threatened against or affecting, the Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enj... | Label: Litigations |
3bb21dc8-acbf-4745-b2ca-ca873e5b8f46 | Clause:
Except as described in the Registration Statement and the Prospectus, and except as would not, individually or in the aggregate, have, or reasonably be expected to result in, a Material Adverse Effect: (1) the Company has not received any warning letter, untitled letter or other written correspondence or notice... | Label: Compliance With Laws |
94c26e7f-8520-4a26-919d-cc06824ad35f | Clause:
From and after the Closing, the parties agree to execute and deliver, or to cause to be executed and delivered, all further documents and instruments and to take all further action as shall be reasonably necessary or appropriate to confirm or carry out the provisions and intent of this Agreement.
Task: Classif... | Label: Further Assurances |
71151e2b-3a26-4a8c-9e9a-71bcf677def4 | Clause:
This Agreement, together with the Exhibits hereto, constitutes and contains the entire understanding and agreement of the Parties respecting the subject matter hereof and cancels and supersedes any and all prior and contemporaneous negotiations, correspondence, understandings and agreements between the Parties,... | Label: Entire Agreements |
d4c31614-6b07-4e16-ba4a-b92c9cdeb493 | Clause:
This Amendment, together with the Agreement, sets forth the entire agreement between the parties with respect to the matters set forth herein and supersedes all prior discussions or understandings between the parties relating to the subject matters contemplated herein. In the event of a conflict between the te... | Label: Agreements |
f97e4395-4ed7-41ae-897f-7706b095a2be | Clause:
Notwithstanding anything herein to the contrary, the acknowledgements, agreements and obligations of the Parties in this Section 9.18 and Sections 2.01(e), 5.03(a), 9.08, 9.09 and 9.17 shall survive any termination of this Agreement and shall continue in full force and effect in accordance with the terms thereo... | Label: Survival |
6d195631-88a1-4217-873f-0e9bd5e669a6 | Clause:
On all matters requiring the vote or action of the Board, any action undertaken by the Board must be authorized by the affirmative vote of (i) one or more Directors that are entitled to vote at least a majority of the Ownership Percentages except as otherwise provided in Section 8.04(c) with respect to Affiliat... | Label: General |
e0c7f357-72e5-4bf1-9a46-140f9f55792e | Clause:
The execution, delivery and performance of this Agreement by the Company, the issuance and sale of the New Debenture and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or art... | Label: No Conflicts |
8d182ffb-8389-4d2b-b906-761673a1260f | Clause:
Except as disclosed in Section 5.9 of the Disclosure Schedules, Seller is (a) in material compliance with all Applicable Laws related to the conduct of the Business in the Ordinary Course of Business or the ownership and use of the Purchased Assets, and (b) not in violation of or in default under any Order or P... | Label: Compliance With Laws |
38b60a11-1e3f-4efb-8c77-832654a88aa2 | Clause:
Any notice required or permitted under this Plan shall be given in writing and shall be deemed to have been effectively made or given if personally delivered, or if sent via U.S. mail or recognized overnight delivery service or sent via confirmed e-mail or facsimile to the Company at its headquarters, or if to ... | Label: Notices |
4055fae3-0e8d-419e-ace2-85c1c8197754 | Clause:
Before and after the end of the Term, Employer shall indemnify and hold harmless Employee from any cause of action resulting from the performance of Employee's duties under this Agreement to the fullest extent permitted by law. This indemnification shall include all reasonable legal costs incurred by Employee t... | Label: Indemnifications |
818fc1f1-004a-418e-b349-3e3988e4a54d | Clause:
Each Plan complies in all material respects with all applicable requirements of ERISA and the Code and with all applicable rulings and regulations issued under the provisions of ERISA and the Code setting forth those requirements, except for any noncompliance that could not reasonably be expected to result in a... | Label: Erisa |
97880512-3bc8-4e72-bd6f-e9d6d454e356 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), any Borrower or any Additional Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) to the... | Label: Amendments |
51f862f3-69f9-49e4-a6e0-1f2d42b86da1 | Clause:
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 OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). ... | Label: Waiver Of Jury Trials |
4af2a54d-f2a3-4e89-a5f2-86757434c9bb | Clause:
Company and Holdings shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable to be obtained by them, in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect an... | Label: Consents |
6aa34562-5811-497b-8dfd-163afd81ea91 | Clause:
Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and the Bango Sale Agreement and each of the foregoing shall be in full force and effect ... | Label: Consents |
25c7f54a-ee75-478c-8e03-a37bf5c59c27 | Clause:
You acknowledge that you have been given the opportunity to consider this Agreement for Forty-Five (45) days before signing it (the “ Consideration Period ”), in accordance with your rights under the Age Discrimination in Employment Act (“ADEA”) and Older Workers Benefits Protection Act of 1970 (“OWBPA”). To a... | Label: Effective Dates |
3ff2dd57-b4c8-4bdd-ab84-06600cedafed | 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: (i) conflict with or violate any provis... | Label: No Conflicts |
b0315093-0fc4-49cc-b4bb-18902271c3f2 | Clause:
Neither Jones, Buyer nor any of their respective Affiliates has engaged any broker, finder or investment adviser on its behalf or incurred any Liability for any brokerage or finder’s fee or commission in connection with the Transactions.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Brokers |
33d87838-f234-4c58-9205-669794222088 | Clause:
The Borrower has no Subsidiaries, and is not engaged in any joint venture or partnership with any other Person or has any equity interest in any other Person. The Borrower has no Investments in any Person other than Permitted Investments. The Parent is the only shareholder of the Borrower. There are no outstand... | Label: Subsidiaries |
e538f8f4-0955-4115-9409-dfcca9bb2937 | Clause:
At any time during the Lease Term, if Subtenant is no longer a public company with public reporting obligations, Sublandlord may require Subtenant to provide Sublandlord with a current financial statement and financial statements of the two (2) years prior to the current financial statement year. Such statement... | Label: Financial Statements |
d5aafb81-83e1-46d9-a8e6-a04b0d9f6ed7 | Clause:
No Borrower Party will, or will permit any Subsidiary of a Borrower Party to, create, assume, incur, or permit to exist or to be created, assumed, or permitted to exist, directly or indirectly, any Lien on any of its property, real or personal, now owned or hereafter acquired, except for Permitted Liens.
Task:... | Label: Liens |
0df3c9c5-c359-4f06-b04e-526e1d1fec19 | Clause:
Executive acknowledges that he concurrently is executing the Confidentiality and Non-Competition Agreement in a form attached hereto as Exhibit A attached hereto and incorporated by this reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Confidentiality |
1f214190-1251-4949-981a-257a5e7456e7 | Clause:
This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Counterparts |
2de001ba-9255-4082-ae52-1eca5f8b8763 | Clause:
The Company recognizes that the Executive will have to incur certain out-of-pocket expenses related to his services and the Company’s business, and the Company agrees to promptly reimburse the Executive for all reasonable expenses necessarily incurred by him in the performance of his duties to the Company upon ... | Label: Expenses |
bff83efb-4fb5-4a8c-bd05-cd61d3e3ec9a | Clause:
The headings contained in this Agreement are included for convenience only and are not intended to describe, interpret, define or limit the scope, extent or intent of any provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Headings |
720e33f1-0a12-41f6-8a52-fac6e2040dbb | Clause:
Provided the Manager has first obtained the consent of not less than sixty-five percent (65%) of the Priority Members, the Company is hereby authorized to (a) issue an unlimited number of Class A Units and Class B Units, (b) create other classes and series of Units and (c) issue or to provide for the issuance o... | Label: Authorizations |
340b9d3b-4dc4-4a72-9864-9f9afde2dc16 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or scanned pages shall be effective as delivery of a m... | Label: Counterparts |
d2702231-0f38-4da2-bce8-2a0bd3e4a755 | Clause:
Headings and captions used in this Amendment are included for convenience of reference only and shall not be given any substantive effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Headings |
6e661aa1-dc63-44a3-b5c3-e46a35c22527 | Clause:
This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, each Agent and each Lender, shall become effective on the Restatement Effective Date and shall continue in full force and effect until the earlier of (a) February 12, 2... | Label: Terms |
dbb56911-f949-4da6-a053-efef9cec332b | Clause:
The furnishing of the form of this Lease shall not constitute an offer. This Lease shall become binding on Landlord and Tenant only upon its execution by and delivery to each party. Further, this Lease is subject to approval by any Mortgagee or Ground Lessee of Landlord. If Landlord can obtain said approval onl... | Label: Effectiveness |
68b3e66b-0236-4f75-adac-8563d016182f | Clause:
This Agreement shall become effective as of the date hereof (the “ Effective Date ”) and, subject to the provisions of Section 7 below, shall have a term that continues through and including the thirty-six (36) month anniversary of the Effective Date (the “ Initial Term ”) unless earlier terminated in accordanc... | Label: Terms |
faecea87-c45e-4699-96cc-96c1c87be5ec | Clause:
No failure or delay of any party in exercising any right or remedy hereunder 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 enforce such right or power, or any course of conduct, preclude any other or furth... | Label: Waivers |
73941f55-41f2-435b-b720-81f968713350 | Clause:
This Agreement shall be binding upon and benefit Indemnitors and Indemnitee and their respective heirs, personal representatives, successors and assigns. Any holder of the Note and any affiliate of Lender which acquires all or part of the Property by any sale, assignment or foreclosure under the Security Instru... | Label: Binding Effects |
5227bd14-42fd-4949-9913-dc1313c79492 | Clause:
This Agreement contains the complete understanding between the Parties as to the subject matter contained herein, and no other promises or agreements shall be binding unless signed by both an authorized representative of the Company and Employee. In signing this Agreement, the Parties are not relying on any fa... | Label: Entire Agreements |
3149c0e0-e15e-4f7b-a769-b4369147563a | Clause:
This Agreement and any Ancillary 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. This Agreement and any Ancillary Agreement, and any amendments hereto or thereto, to the extent signed and d... | Label: Counterparts |
e243600e-752b-43e7-8be5-07a0d269b3b4 | Clause:
This Amendment, which may be executed in multiple counterparts, constitutes the entire agreement of the parties regarding the matters contained herein and shall not be modified by any prior oral or written discussions. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or oth... | Label: Miscellaneous |
bf94d4c1-0816-4598-a1b1-5879751d563b | Clause:
The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for the period beginning on the date on which the Shelf Registration Statement is declared effective and ending on the date that all of the Registrable Securities registered under the Shelf Regi... | Label: Effectiveness |
231a8116-a9d8-4803-bdc6-b37f954a5945 | Clause:
Tenant shall, at its expense, make any alterations or modifications to the Premises that are required by Legal Requirements, including the ADA. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, ... | Label: Modifications |
4e7b3398-c1d1-423c-a75c-ab6d89dfb972 | Clause:
(a) The Borrower and each Subsidiary will comply with all Requirements of Law with respect to it or its assets, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exac... | Label: Compliance With Laws |
205a7f81-b38e-467e-b8a2-a77b01d41ddc | Clause:
Each party hereto shall execute and deliver after the date hereof such instruments and take such other actions as the other party may reasonably request in order to carry out the intent of this Agreement or to better evidence or effectuate the transactions contemplated herein.
Task: Classify this clause into O... | Label: Further Assurances |
a992de45-d721-41d3-b15f-2c031a946524 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of Pennsylvania.
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, Authorizati... | Label: Governing Laws |
8278787e-2e78-439c-b9ce-449924a34c9c | Clause:
Failure by either party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Waivers |
603ead89-581e-49a8-ad2c-7600865cf3d7 | Clause:
Except as set forth in the US Lighting Financial Statements, no officer, director, employee or of US Lighting or any Affiliate of any such Person, has or has had, either directly or indirectly, an interest in any transaction with US Lighting (other than for services as employees, officers and directors), includ... | Label: Transactions With Affiliates |
68a0fcff-fb8a-44fe-818b-cb2f54c589cf | Clause:
All payments made by any Guarantor hereunder will be made without setoff, counterclaim or other defense and on the same basis as payments are made by each Borrower under Sections 2.16 and 2.17 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Payments |
b47a3ecb-a298-404a-a3f5-f8c4ecdbec49 | Clause:
Each Party hereto, at the request of the other Party hereto and without additional consideration, shall execute and deliver to the requesting Party all such further assignments, deeds, agreements, contracts, instruments and other documents as the requesting Party may reasonably request in order to perform, acco... | Label: Further Assurances |
ed0e7318-1b82-4138-b6ee-c1fab6903161 | Clause:
The execution, delivery and performance by the Guarantor of this Guaranty and the other Transaction Documents to which it is a party (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any Official Bo... | Label: Authorizations |
142c5f68-0eb0-4740-8347-f7f3dcb2325d | Clause:
The agreements in this Section 11.04 and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this clause... | Label: Survival |
21605c8f-8832-4651-9c1d-59fac0731591 | Clause:
The Ground Lease has been recorded. There have not been amendments or modifications to the terms of the Ground Lease since its recordation, with the exception of written instruments which have been recorded. Attached hereto as Exhibit A-2 is a true, correct and complete copy of the Ground Lease.
Task: Classify... | Label: Modifications |
05b7630d-f527-40d2-ba4c-308ce4ed166f | Clause:
This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the occurrence of the Discharge Date in accordance with the Credit Agreement, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lender Parties and their su... | Label: Assignments |
e9df8f52-1bc5-440e-9b23-f4e66dfc50d0 | Clause:
As a condition of continuing employment, Executive agrees to read, sign and abide by Company’s Proprietary Information and Inventions Agreement, which is provided with this Agreement and incorporated herein by reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Confidentiality |
78adab39-dab4-483a-9703-9123fba3a7f8 | Clause:
(a) The audited consolidated balance sheets of the Company as at December 31, 2015 and the related consolidated statements of operations and of cash flows for the fiscal year then ended, accompanied by a report thereon by Grant Thornton LLP (collectively, the “ Financial Statements ”), present fairly, in all ma... | Label: Financial Statements |
5a172923-baca-40de-914c-fbba374e0193 | Clause:
This Guaranty may not be amended except in a writing signed by the Requisite Lenders (or all of the Lenders if required under the terms of the Term Loan Agreement), the Administrative Agent and each Guarantor subject to Section 13.17 of the Term Loan Agreement; provided , however , that any Subsidiary Guarantor... | Label: Amendments |
32b607bb-6f1a-4749-906a-8c56aee5958a | Clause:
Holder has all requisite power and has taken all requisite action required of it to carry out and perform all of its obligations hereunder. The execution and delivery of this Warrant has been duly authorized, executed and delivered on behalf of Holder and constitutes the valid and binding agreement of Holder, ... | Label: Authorizations |
300999bd-44d3-497f-9e57-2b905ece31b7 | Clause:
Neither the Participant, his Designated Beneficiary, nor his legal representative shall have any rights to sell, assign, transfer, or otherwise convey the right to receive the payment of any SERP Benefit due hereunder, which payment and the right thereto are expressly declared to be nonassignable and nontransfe... | Label: Assignments |
ab848c55-fb72-4139-869e-7fd5815db98b | Clause:
Capitalized terms used herein and not otherwise defined shall have the meanings given in the MIPA.
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, Authori... | Label: Definitions |
44fd4a3d-dc3c-473b-9d9e-7d7ab3bdc285 | Clause:
The date upon which the Executive’s employment with the Company under this Agreement is deemed to be terminated in accordance with any of the provisions of this Section 6 is referred to herein as the “ Termination Date .” With respect to any payment or benefits that would be considered deferred compensation sub... | Label: Terminations |
e39a01e5-19e7-4f16-9a79-bd5c4a113859 | Clause:
For purposes of satisfying Section 13 of the Note, the undersigned Holder hereby consents to the amendments provided in this Amendment and further consents to the amendments associated with all other presently outstanding similar Notes issued in the related offering by the Company, on the same terms and conditi... | Label: Consents |
d1e1642f-e2c1-41f3-b28b-fb8b22164cbb | Clause:
This Agreement constitutes the entire agreement between the Parties concerning the Property and supersedes all prior agreements or undertakings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Entire Agreements |
66e14f1f-f927-43dd-a76a-90bee2259359 | Clause:
(a) During the five year period prior to each date as of which this representation is made, or deemed made, with respect to any Plan, none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect: ( i ) a Reportab... | Label: Erisa |
04f2c040-3fba-4302-a12d-e259f3fae65a | Clause:
(a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the Uniform Commercial Code and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Art... | Label: Definitions |
833ce3e6-4765-419d-a66e-a8c121af542e | Clause:
(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined i... | Label: Taxes |
91607647-d7d6-49a7-89eb-839cb027288a | Clause:
Each party hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request which are necessary or appropriate to consummate or implement the transactions contemplated hereby. Duri... | Label: Further Assurances |
7dd1fc4e-ba7a-4fcc-a218-9432a1b34e89 | Clause:
The internal laws of the State of Wisconsin (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this IP Agreement and each of the exhibits and schedules hereto (whether arising in contract, tort, equity or other... | Label: Governing Laws |
8235bd0c-6d72-408a-8394-c0b815b87466 | Clause:
During the Employment Term, the Executive shall serve as the President and Chief Executive Officer of the Company, reporting to the Board of Directors (the " Board "). In such position, the Executive shall have such duties, authority, and responsibility as shall be determined from time to time by the Board, whi... | Label: Positions |
6458e57e-9d9d-4923-91d6-22e22e750a3f | Clause:
Except to the extent otherwise expressly provided therein, this Agreement and each other Loan Document shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York, without regard to conflict of law principles that would result in the application of any Law other than t... | Label: Governing Laws |
77cbaa90-27a2-4306-be50-f0d86f547ff8 | Clause:
Manna Pro shall pay all invoiced amounts contained in invoices submitted to Manna Pro for Products delivered during the invoice period; provided, however , that if Manna Pro believes in good faith that any portion of an invoice is inaccurate, Manna Pro shall notify Oculus promptly of any amount Manna Pro believ... | Label: Payments |
11c38cba-1cc9-4855-a217-9e13298be261 | Clause:
This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof; provided, however, t... | Label: Entire Agreements |
0f527355-a66f-482b-95d4-0333707a9edf | Clause:
As of the Closing Date (after giving effect to the Transactions), no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.21 , and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such Subsidiaries have been validly issued ... | Label: Subsidiaries |
9c276f20-8e57-4a0f-8a17-2c639f47497a | Clause:
Section headings in this Guaranty are provided for convenience of reference only and shall not affect its construction or interpretation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Headings |
3c3f0dcf-632e-44da-b621-9de39afc9ce6 | Clause:
This Agreement is entered into under the laws of the State of Minnesota and shall be construed and interpreted thereunder (without regard to its conflicts of law principles).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Governing Laws |
e86209db-39a7-4133-a975-ccae04613986 | Clause:
The Employee shall be entitled to four (4) weeks of paid vacation per calendar year. Such vacation shall be taken at a time or times acceptable to the Company. The Employee shall be allowed to carry forward any unused vacation into the next calendar year for up to one (1) month with the prior written approval o... | Label: Vacations |
46f39b72-c9ae-455c-ba14-46d70980f5d7 | Clause:
Each Borrower has the requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party. The execution, delivery, and performance by each Borrower of this Amendment have been ... | Label: Authority |
f9bfc100-f59a-4c75-a6a2-045498f53e82 | Clause:
All costs and expenses including attorneys’ fees (which in the case of clauses (b) and (e) shall be reasonable) and disbursements incurred by Agent on its behalf or on behalf of Lenders (a) in all efforts made to enforce payment of any Obligation or effect collection of any Collateral or enforcement of this Agr... | Label: Expenses |
551b6087-cbfb-46ec-b446-b8dde6abb084 | Clause:
The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Company for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxab... | Label: Tax Withholdings |
0d50485f-58a8-4d66-824f-502acee228b0 | Clause:
The Loan Parties will, and will cause each of their Subsidiaries to, execute any and all further documents, agreements and instruments, and take all such further actions, which may be required under any applicable Requirement of Law, or which the Administrative Agent or the Required Lenders may reasonably reque... | Label: Further Assurances |
c6051d62-550e-4466-b46e-383c1d8fd17d | Clause:
DEBTOR HEREBY WAIVES TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING OR ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTION OF WHICH THIS AGREEMENT IS A PART AND/OR THE ENFORCEMENT OF ANY OF ITS RIGHTS AND REMEDIES. DEBTOR ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY... | Label: Waiver Of Jury Trials |
897e890c-1e30-4436-a64c-d1fd00d8936f | Clause:
You will be eligible to participate in all other Newell employee benefit plans available to other senior executives in accordance with the terms of such plans. These benefits include but are not limited to: wellness and disease management programs, Work-Life Support Program, dependent day care flexible spending... | Label: Expenses |
f23cb298-dea7-4c3e-9a86-93f6ea6cdd1a | Clause:
Any notice or other communication required or permitted pursuant to the terms hereof shall be deemed to have been duly given when delivered or mailed by United States Mail, first class, postage prepaid, addressed to the intended recipient at his or her last known address (which in the case of an Executive shall... | Label: Notices |
32c5c638-a831-43aa-8c0a-59cf3de8493a | Clause:
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Docume... | Label: No Conflicts |
9f753f08-8a7b-4021-8c08-34a5ba13a0b7 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE MARITIME ACT OF THE REPUBLIC OF THE MARSHALL ISLANDS AND THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE. STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW P... | Label: Applicable Laws |
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