id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
1359991c-1b1b-46b6-8dc0-c9fc98f1b808 | Clause:
HFRM will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Products delivered by HFRM for unloading and blending by HEP Operating; provided that HFRM shall not be responsible for any income taxes payable by HEP Operating relating to such... | Label: Taxes |
0262b294-c1b5-4792-9811-60c003cea985 | 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 RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO ... | Label: Waiver Of Jury Trials |
8e1bbd77-d7d7-4f17-a8ef-942e91d95132 | Clause:
Any notice, request, demand or other communication required or permitted herein will be deemed to be properly given when personally served in writing or when deposited in the United States mail, postage prepaid, addressed to Executive at the address appearing at the end of this Agreement and to the Company with... | Label: Notices |
35dcf564-9c79-488f-ad06-44c56ad931c5 | Clause:
This Agreement will be deemed binding and effective immediately upon its execution by the Employee; provided, however, that in accordance with the Age Discrimination in Employment Act of 1967 (“ADEA”) (29 U.S.C. § 626, as amended), Employee’s waiver of ADEA claims under this Agreement is subject to the followin... | Label: Binding Effects |
f66922b6-dfcc-483f-9633-cbb8e9c6638b | Clause:
(a) Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any Director for reelection by the Stockholders or to limit the rights of the Stockholders to remove any Director.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Miscellaneous |
138054f0-a31c-4f24-993c-d0afcfcf24b1 | Clause:
Prior to the payment of any amount or benefit (other than the payment of any Accrued Amounts) following a termination under Section 3.4 or 3.3, the Executive shall (i) execute a waiver and release of claims in favor of the Company, its affiliates, and its and their respective officers, directors, partners, memb... | Label: Waivers |
1bae39be-2616-4851-b580-771821b88051 | Clause:
The Borrower will pay, and cause each Subsidiary to pay, when due, all of its Taxes, except such Taxes (a) as are being contested in good faith and by appropriate proceedings and as to which the Borrower or such Subsidiary has set aside on its books such reserves or other appropriate provisions therefor as may ... | Label: Taxes |
47134cd3-830e-400b-b389-1586659478d3 | Clause:
In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Exec... | Label: Indemnifications |
f0b80f91-ac96-4274-8717-973afd6057e5 | Clause:
Without limiting Buyer’s remedies for Title Defects set forth in this Article XIII , Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to title to any of the Assets and, Buyer acknowledges and agrees that Buyer’s sole remedy for any defect of title, including any... | Label: Representations |
15fb542e-b2b2-4bd1-b02f-a191b559f921 | Clause:
In accordance with Section 5.11 of the Credit Agreement, the Borrower has provided a written request to the Administrative Agent to release each of ITSOLUTIONS NET HOLDING CORP., a Delaware corporation, OPTIMUS CORPORATION, a Virginia corporation, and AVIEL SYSTEMS, INC., a Virginia corporation (collectively, t... | Label: Releases |
7a1d61b7-9fc7-4cdf-ba36-93fde3bb8b6c | Clause:
Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated by the provider thereof as confidential; provided that nothing here... | Label: Confidentiality |
0a5d8e38-7159-4a1a-9b39-d6cac16711a6 | Clause:
Such Purchaser is either an individual or an entity, corporate, partnership, limited liability company, duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporated or formed with full right, or similar power and authority to enter into and to consumm... | Label: Organizations |
fa666478-c07b-4967-8a8d-9554825edf5c | Clause:
The Executive shall be entitled to vacations and holidays on a basis consistent with that offered to other senior executives of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Vacations |
4043b24e-0554-4e20-b6c7-a1260487a9c6 | Clause:
The execution and delivery by it of this Agreement, and the consummation of the transactions contemplated hereby do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or any other Person which has not been obtained or ... | Label: Consents |
f701e60c-98bf-4856-b079-c08d2bb066de | Clause:
The Obligors shall have performed and complied with all material agreements and conditions contained in this Agreement required to be performed or complied with by the Obligors prior to or at the Closing. Before and after giving effect to the issue and sale of the applicable Notes (and the application of the pr... | Label: No Defaults |
1909b842-63a4-4775-9990-4ed3d3c8bc09 | Clause:
The Lenders shall have the right to do a tombstone publicizing the transaction contemplated hereby without the consent of the Borrower or the General Partner.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Publicity |
a5d55a14-fb05-41f1-b696-74b0c643aca7 | Clause:
This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full of the Guaranteed Obligations and all other amounts payable under this Guaranty and (ii) the Maturity Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inur... | Label: Assignments |
61377705-1170-46ad-8309-ce2882ab7ccd | Clause:
None of the Borrower, any Subsidiary or any Fund or Fund-Related Entity or any Separately Managed Account, or any director, officer, agent, employee or Affiliate of the Borrower, any Subsidiary or any Fund, Fund-Related Entity or Separately Managed Account is currently subject to any sanctions or economic embar... | Label: Anti-Corruption Laws |
70c1ac3e-d5c6-4afa-9a09-72ea9e5a9df4 | Clause:
The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) is intended by the parties hereto to be the final expression of their agreement with respect to the employment of the Employee by the Company and may not be contradicted by evidence of any ... | Label: Entire Agreements |
47d5137f-9395-40cc-a2e9-e62b4652794b | Clause:
As additional consideration for Lessor’s agreement to enter into this Amendment, within ten (10) business days following Lessee’s execution and delivery of this Amendment, and as a condition to Lessor’s obligations under this Amendment, Lessee covenants and agrees to deliver to Lessor an irrevocable letter of c... | Label: General |
b91210ca-ea73-4faa-a8b5-6b2aeeb0810b | Clause:
On or before 9:30 a.m. Eastern on the first business day after the Effective Date, MagneGas shall issue a Current Report on Form 8-K (the “8-K Filing”) disclosing all material terms of the transactions contemplated hereby in form and substance that has been provided to Alpha on or prior to the Effective Date an... | Label: Disclosures |
c96acf14-f92d-4b3e-bcc9-44c03c9447ee | Clause:
The Closing of the purchase and sale of the Shares and the Warrants shall take place at the offices of Pepper Hamilton LLP, 3000 Two Logan Square, Eighteenth and Arch Streets, Philadelphia, PA 19003, on the Closing Date or at such other locations or remotely by facsimile transmission or other electronic means a... | Label: Closings |
0cbb6631-d625-42f8-8551-68a16531a0bd | Clause:
Any material representation or warranty of the Borrower made herein, in the Loan Agreement, or the Transaction Documents shall be false or misleading in any material respect as of the date made and the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Warranties |
e1f413cf-1081-418c-adec-035870e55067 | Clause:
Each Loan Party and each Restricted Subsidiary has timely filed or caused to be timely filed (except for extensions duly obtained) Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good f... | Label: Taxes |
92b8eabb-0cf2-4d12-bec5-8c91df676934 | Clause:
Neither Party may assign their rights and/or obligation hereunder, or any of them, without the prior written approval of the other Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Assignments |
206afbf0-a7c9-4c7f-a836-bd90b266cf23 | Clause:
No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by FBMS of this Agreement or to consummate the transactions contemplated by th... | Label: No Defaults |
711c997e-3fde-4c49-9ceb-d82770c3099e | Clause:
The Banks agree to indemnify the Administrative Agent and each Issuing Bank (to the extent not reimbursed by the Borrowers), ratably according to the respective principal amounts of the Notes then held by each of them (or if no principal of the Notes is at the time outstanding or if any principal of the Notes i... | Label: Indemnifications |
c2a676f9-8152-4e1a-a7ac-c91657f31814 | Clause:
Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstandin... | Label: Arbitration |
f3761892-f3a2-47b2-b694-5ff3343fb701 | Clause:
All notices or other communications required or permitted under this Agreement shall be in writing and given by certified mail (return receipt requested) or by nationally recognized overnight courier service that regularly maintains records of items delivered. Each party’s address is as set forth in the opening... | Label: Notices |
2211ee91-6643-4a22-bcc2-b1436f2f8b29 | Clause:
Except as otherwise specifically provided in this Agreement or any other Combination Agreement, each Party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Expenses |
61d6a454-f9cd-4e14-bf90-94e46b453ef3 | Clause:
(a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration at Olin’s corporate headquarters in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court havin... | Label: Arbitration |
d3233c32-7c7e-404b-bae2-189a38fd5fbb | Clause:
The obligations and liabilities of Indemnitor under this Agreement shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Security Instrument. Notwithstandi... | Label: Survival |
defeda67-90ba-4e3b-b289-5fc8d151635b | Clause:
This Settlement Agreement shall be governed by, construed, interpreted and applied in accordance with the laws of the Northern Territory, excluding any choice of law rules which would refer the matter to the laws of another jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Applicable Laws |
46d0b013-8b9a-4de1-bd9f-cf08b9399457 | Clause:
Subsequent to filing all delinquent filings with the SEC as set forth in Schedule 3.7 , (a) the Company shall timely file the SEC its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q and reports on Form 8-K, and all other periodic reports required to be filed by the Company under the Exchange Act... | Label: Financial Statements |
c7206ddb-ebd2-4838-a96d-7675063fa990 | Clause:
The Option will be subject to the provisions of Section 3.6 of the Plan. In addition, in the event of any extraordinary cash dividend, the terms of the Option and/or the number of Options shall be adjusted by the Administrator, as appropriate (in accordance with the adjustment principles underlying Section 3.6... | Label: Adjustments |
866484a1-62b0-4bb7-9f10-4ea4c4d490cf | Clause:
The issuance and sale by the Partnership of the Purchased Units, the application of the proceeds thereof, the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby will not conflict with, result in any breach or violation of, constitute a ... | Label: No Conflicts |
e717c57e-a236-4548-adce-42fca9fa5d03 | Clause:
It is the intention of both the Company and Executive that the benefits and rights to which Executive could be entitled pursuant to this Agreement comply with Section 409A, to the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a ma... | Label: General |
1d8b094a-71fb-41ae-8785-afff1a45a469 | Clause:
The amounts required to be paid by the Bank to Executive pursuant to this Agreement shall not be subject to offset other than with respect to any amounts that are owed to the Bank by Executive due to his receipt of funds as a result of his fraudulent activity. The foregoing and other provisions of this Agreemen... | Label: Withholdings |
bfb530a5-b80c-4051-b089-6e1278eab89f | Clause:
Except as set forth on Schedule 5.e. , no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Seller or the Compa... | Label: Brokers |
dc4385a4-e74d-4965-b670-9980cb0e5c80 | Clause:
Can-Fite has full power and authority to enter into this Agreement. All corporate action on the part of CanFite, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of CanFite hereunder, including the waiver of... | Label: Authorizations |
300f0778-aa95-425c-90a0-21596503d084 | Clause:
Directly or, to its knowledge, indirectly, use the proceeds of any extension of credit hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity that, at the... | Label: Sanctions |
b9bbec4d-9a41-4c6e-a727-6f0d7485dee2 | Clause:
None of the parties may assign its rights or obligations under this Agreement or designate another person (i) to perform all or part of its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each case without the prior written consent of (x) the Comp... | Label: Assignments |
ce2a08bc-dd03-4df6-94f0-3877632c541a | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
21f17b07-8d4b-4972-9363-5bbaae0827b5 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
d88cfa92-9b6e-4436-a18a-1f98095a581b | Clause:
This Amendment shall be governed by and construed in accordance with 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, Assignments, Assigns, Au... | Label: Governing Laws |
ec08db77-07c6-4e4a-b490-623337317c78 | Clause:
If any monthly installment of Rent or Operating Expenses, or any other amount payable by Tenant hereunder is not received by Landlord by the date when due, it shall bear interest at the Default Rate from the date due until paid. All interest, and any late charges imposed pursuant to Paragraph 12(g) below, shall... | Label: Interests |
2c977c2a-2742-4d3a-a3d8-d1b48a617d82 | Clause:
Neither Party has assigned or transferred any claim such Party is releasing, nor has such Party purported to do so. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. This Agreement binds the Parties and their heirs, administrators, representati... | Label: Assignments |
abefe5e6-34f3-4932-9804-290cd21e9a5f | Clause:
Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address indicated below such party’s signatu... | Label: Notices |
52eaa8de-c314-4157-8995-9638dbcd7567 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto (wi... | Label: Survival |
962ef512-a0f3-4c71-bd9b-3096061dc6ba | Clause:
Landlord and Tenant represent and warrant that no broker or agent negotiated or was instrumental in negotiating or consummating this Lease. Neither party knows of any other real estate broker or agent who is or might be entitled to a commission or compensation in connection with this Lease. Tenant and Landlord ... | Label: Brokers |
60d4042b-b17b-4e74-8559-d3e52a3604a6 | Clause:
Employee understands that any coverage the Employee may have for himself and his dependents under the Company’s group health, dental and/or vision plan will end on the last day of the month in which the Separation Date occurs ("Benefit End Date") as a result of the termination of employment with the Company. Fo... | Label: Benefits |
33462e40-8d2f-4124-9e18-f22cc86bc1ed | Clause:
The Parent will, and will cause each of the Restricted Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its (a) existence and (b) franchises, licenses and permits in each case to the extent material; provided , however , that nothing in this Section 9.0... | Label: Existence |
dc539419-0b48-4cc1-8ebb-eaa49a163624 | Clause:
This Agreement will be interpreted and enforced in accordance with the laws of the State of Maryland.
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, Auth... | Label: Governing Laws |
af567644-f374-4a4e-b099-17a7b3ba171c | Clause:
The execution and delivery of each Loan Document by each Loan Party thereto and the performance by such Loan Party thereof (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full... | Label: No Conflicts |
e09e459a-c273-4031-a13e-a52fe7648ca8 | Clause:
(a) The parties hereto agree that the Collateral Agent and the other Secured Parties shall be entitled to reimbursement of their expenses incurred hereunder as provided in and subject to the caps set forth in Section 9.05 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Indemnifications |
71b8997e-901b-46e2-bcf2-6df360e4607c | Clause:
If any Additional Commitments are added in accordance with this Section 2.15 , the Administrative Agent and the Company shall determine the effective date (the “ Additional Commitments Effective Date ”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Company and the... | Label: Effective Dates |
11ddcf5c-688e-422a-819f-deed7af1d1bb | Clause:
During the Employment Period, the Company shall pay to Employee an annualized base salary of $370,000 (the “ Base Salary ”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices for other senior exe... | Label: Base Salary |
6be116b9-c452-4f06-aea4-d0ed5a1d5db0 | Clause:
All warranties and representations (as of the date such warranties and representations were made) made herein or in any certificate or other instrument delivered by it or on its behalf under this Agreement shall be considered to have been relied upon by the parties hereto and shall survive the issuance of the W... | Label: Survival |
d3084ae7-b7a2-4faf-b908-95cbe7432aa9 | Clause:
At any time upon the reasonable request of the Administrative Agent, each Loan Party and each of their respective Restricted Subsidiary shall promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably necessary or adv... | Label: Further Assurances |
b81bbe8a-b989-4f08-840d-b22f76123798 | Clause:
Any term or provision of this Release that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Release in any other jurisdiction, ... | Label: Severability |
bb9fa9be-45b9-4492-ae5b-0282133b2e65 | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORI... | Label: Applicable Laws |
35c7ee8f-7d53-4aa0-9d5c-8bd9ca134ea5 | Clause:
Upon the occurrence of any event triggering the prepayment requirement under clauses (i) and (ii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the L... | Label: Notices |
fd398077-f237-4be6-8641-ca8d2aa91ac3 | Clause:
This Amendment embodies the entire agreement and understanding among the parties hereto relating to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof. No course of prior dealings among the parties hereto, no usage of trade, and no parol or ex... | Label: Integration |
b13c79fa-07e0-4369-b784-fbaba82794b0 | Clause:
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge h... | Label: Entire Agreements |
112fb8a7-46cb-4499-910b-d195f07b5b60 | Clause:
The US Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course... | Label: Transactions With Affiliates |
607be47f-f79e-4eec-9696-b9d9479cd1a3 | Clause:
All or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the shares of Common Stock being purchased under the Plan and to deliver all or part of t... | Label: Sales |
117eab5d-8781-43ce-982b-faba0da2ad67 | Clause:
Unless specifically indicated otherwise, this Plan supersedes any and all prior communications, understandings, arrangements or agreements between the parties, including the Bank, the Board, the Committee and any and all Participants, whether written, oral, express or implied relating thereto.
Task: Classify t... | Label: Entire Agreements |
335ebca7-6f9e-44f7-8cb1-790dd9d31d7b | Clause:
Executive will be employed under this Agreement until December 31, 2017 (“Agreement Term”), unless Executive’s employment is terminated earlier pursuant to Section 6 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Terms |
7b0b26ee-5537-4cf2-aa8b-98ac138b40dc | Clause:
Except as otherwise modified or amended herein, the parties hereby ratify and confirm that the terms and conditions of the Original Warrant and Purchase Agreement remain in full force and effect. In the event of any conflict between the provisions of this Agreement and the Original Warrant or the Purchase Agree... | Label: Entire Agreements |
bf740089-cf62-434c-bf67-eb6ae666dc61 | Clause:
All action on the part of Releasee, necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Releasee hereunder has been taken. This Agreement, when executed and delivered by Releasee, will constitute a valid and legally binding obligation of Releasee,... | Label: Authorizations |
d9be096f-60b2-498b-9d0e-da91e90e160f | Clause:
It has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and has by proper requisite corporate action duly authorized the execution and delivery of this Agreement.
Task: Classify this... | Label: Authorizations |
434da1c3-4e8f-40e9-b180-ed0b219f5bc2 | Clause:
The Borrower shall have paid to the Agent on the Fourth Amendment Effective Date (i) for the account of each Lender, a consent fee equal to the sum of (A) 0.15% of such Lender’s Commitment immediately prior to the effectiveness of this Amendment and (B) 0.35% of such Lender’s Increased Commitment Amount and (ii... | Label: Expenses |
c51c2826-2d05-4d1e-9d77-1aa5ea229e35 | Clause:
Payor, on behalf of Licensee, shall pay the License Fee in two equal payments of [twenty-nine million five hundred thousand dollars (USD $29,500,000)] (each, a “ Payment ”) to Licensor, which shall be made on March 1, (which represents the License Fee for the period of August through January of a fiscal year) a... | Label: Payments |
ac17e22e-642b-44c6-b132-275ff50c43ee | Clause:
The Committee may make adjustments to the Incentive Award Goal calculations as determined by the Committee in its discretion. Unless otherwise determined by the Committee, the Incentive Award Goals will be adjusted as specified in Section 7.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Adjustments |
940825cf-9f75-4e92-b799-3c5f71be7d91 | Clause:
Upon the occurrence of a Change in Control (as defined in the Plan), the Period of Restriction shall immediately lapse with respect to all outstanding and unvested RSUs, provided the Participant is employed or engaged as a consultant as applicable, by the Company upon such Change in Control. Such RSUs will be s... | Label: Change In Control |
e2baa969-255a-47fc-947a-a22a4779500c | Clause:
During the term of Executive’s employment under this Agreement, Executive will be entitled to take four weeks of paid vacation per calendar year as well as sick leave consistent with the Company’s policy in effect at the time. Executive will not take vacations at times or in amounts that would materially affect... | Label: Vacations |
b99e8f67-3c8b-424b-9337-66b264d41172 | Clause:
Purchaser agrees to defend, indemnify and hold the Company harmless against any liability, costs or expenses arising as a result of any dissemination of any of the Securities by Purchaser in violation of the Securities Act or applicable state securities law.
Task: Classify this clause into ONE of these types (... | Label: Indemnifications |
3393b082-0786-4c3a-b14a-1f9105329ad0 | Clause:
During the Employment Term, the Executive shall devote substantially all of his business 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 perform... | Label: Duties |
ba8a6704-fc65-4ea1-9014-98d488205d01 | Clause:
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without reference to its choice of laws or conflicts of laws provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Applicable Laws |
5928f432-321c-485d-befb-72c93a8e0b82 | Clause:
The Notice of Revolving Borrowing shall be delivered to Administrative Agent in accordance with Section 8.1. Administrative Agent shall promptly notify each Lender of the contents of each Notice of Revolving Borrowing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Notices |
0514da58-97eb-4429-8180-9b3ddbec7252 | Clause:
SYNTEL shall provide compensation/benefits to EMPLOYEE as set forth in the letter accompanying 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, Assigns, Author... | Label: Benefits |
b7c3a937-74f6-4885-ab15-fd5847bd9fa5 | Clause:
This Amendment may be executed in counterparts (and by different parties hereto in 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 Amendment by facsimile... | Label: Counterparts |
cae9bb18-b632-48db-868d-1d2c8d4d983f | Clause:
During the Employment Period, the Company shall pay to Employee an annualized base salary of $300,000 (the “ Base Salary ”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices for other senior exe... | Label: Base Salary |
350df0f9-1815-4a2b-86fa-f8e477b8f116 | Clause:
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmiss... | Label: Counterparts |
a8d21fd6-ee18-4128-a1cf-47a1d3f95c77 | Clause:
If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction or in any respect, then the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the Members shall use their best efforts to amen... | Label: Severability |
1362a640-2e25-4d9f-bb31-ee0cda896a1a | Clause:
Payor, on behalf of Licensee, shall pay the License Fee in two equal payments of twenty-one million two hundred fifty thousand dollars (USD $21,250,000) (each, a “ Payment ”) to Licensor, which shall be made on March 1, (which represents the License Fee for the period of September through February of a fiscal y... | Label: Payments |
b95c69c8-ba17-4082-b11e-97d7c00a06cd | Clause:
Other than as set forth in the SEC Reports, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as... | Label: Intellectual Property |
eae0249f-91be-415b-9147-efd26137bd5c | Clause:
This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which taken together shall constitute one single agreement. Delivery of an executed counterpart by electronic transmission shall have the same effect as delivery of an original ink counterpart.
Ta... | Label: Counterparts |
8ffe0f64-90f3-41ec-9d19-2b043fe742e9 | Clause:
This Security Agreement is an amendment and restatement of the Existing Security Agreement, and this Security Agreement is not a novation of the Existing Security Agreement. The rights, titles, Liens, security interests, and assignments created and granted by the Existing Security Agreement are hereby renewed, ... | Label: Amendments |
06f08fde-2e3a-49eb-8c86-47093daa33a0 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
32943fb0-fe1a-4e2e-90c8-643b924a620d | Clause:
The term “Employment” as used herein shall be deemed to refer to a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates or to a Participant’s services as a non-employee director, if the Participant is a non-employee member of the Board. For the avoidance of doubt, a... | Label: Employment |
3594a4c1-0b8a-4afe-a7e1-d2d739930fc2 | Clause:
Employer shall continue to employ Employee, and Employee shall continue to serve, as Executive Vice President and General Counsel for CBSI and CBNA for a term commencing on January 1, 2017 and ending on December 31, 2019 ("Period of Employment"), subject to termination as provided in paragraph 3 hereof.
Task: ... | Label: Terms |
b1aa7a68-b6de-413a-9748-74667332286d | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not (i) conflict with or result in a material breach or material violation of (a) any of the terms and provisions of, or constitute a default under, the Company’s Certificate of I... | Label: No Conflicts |
d6ac816b-9415-4e14-8170-f0a9e70ef3bd | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,... | Label: Severability |
855c0b07-f663-4085-a278-41398f367d9b | Clause:
The Loan Documents embody the entire agreement and understanding among the Borrower, the Administrative Agent, the LC Issuers and the Lenders and supersede all prior agreements and understandings among the Borrower, the Administrative Agent, the LC Issuers and the Lenders relating to the subject matter thereof ... | Label: Entire Agreements |
52a24b27-11e3-4052-a5e1-5397e1749dec | Clause:
Borrower is, individually and together with its Subsidiaries on a consolidated basis, Solvent.
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: Solvency |
9db77007-e05c-4519-a225-e362da8f91a3 | Clause:
As used herein, the following terms shall have the following meanings. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Loan and Security Agreement dated February 10, 2017 between Borrower and Bank (as amended from time to time, the “Loan Agreement”). All terms def... | Label: Definitions |
5e6ec560-feae-46b0-aef1-4b7dc8caf585 | 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 together shall constitute one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Counterparts |
f1d444f2-414a-42eb-bfe9-840decf2fbff | Clause:
This Agreement may be terminated by the Company or the Investor, by written notice to the other, if the Closing has not been consummated by the third Business Day following the date of this Agreement; provided that no such termination will affect the right of any party to sue for any breach by the other party (... | Label: Terminations |
fd8ca109-ee4b-4580-9a36-6e45227ddfcb | Clause:
All actions or proceedings that, directly or indirectly, arise out of or relate to this Agreement shall be heard and determined exclusively in the State and Federal Courts in the County of Los Angeles in the State of California (such courts, " California Courts "). Each of the Parties further agrees that servic... | Label: Consent To Jurisdiction |
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