id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
1b774394-6b10-4419-ae8f-471fc2fe896f | Clause:
Except as otherwise provided in this paragraph, this Agreement contains the entire agreement between Executive and the Company relating to the subject matter hereof, and all prior agreements, negotiations and representations are replaced by this Agreement. Notwithstanding the foregoing, nothing in this Agreemen... | Label: Entire Agreements |
db02fc2b-60a4-41d7-87c8-4efd2507e575 | Clause:
This Second Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
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: Governing Laws |
ac05801f-ef03-4cc5-abd7-027685c5fc7e | Clause:
This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Counterparts |
3c18458e-c6f1-44e9-b950-2e8edea45e4b | Clause:
GPEG is duly incorporated, validly existing, and in good standing under the Laws of the State of Delaware. Braden Holdings is duly formed, validly existing, and in good standing under the Laws of the State of Delaware. GPEG C.V. is duly formed, validly existing, and in good standing under the Laws of the Neth... | Label: Organizations |
d4a29735-7091-454c-88f4-3161203ce410 | Clause:
This Agreement, the Securities, the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein constitute the entire understanding and agreement between the Buyers and the Company with respect to the subject matter hereof and thereof ... | Label: Entire Agreements |
6b7c412a-e65c-4319-8798-84e305c21da3 | Clause:
Except for that certain Employee Agreement Regarding Confidentiality, Intellectual Property, and Competitive Activities dated June 15, 2010, this is the entire agreement between Executive and the Company with respect to the subject matter hereof and supersedes all prior agreements with respect to the subject ma... | Label: Entire Agreements |
6c948ced-48ba-4ff0-abf0-b81e78abeb27 | Clause:
Except as set forth in Schedule 3.9(c) , to the Knowledge of Seller, during the past two (2) years, there has been no Release of Hazardous Materials at, on or under the Real Property Interests that could reasonably be expected to result in material liability for investigation, cleanup or other response action b... | Label: Releases |
82534c69-2faa-4a23-b05d-95c0f5569d19 | Clause:
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 and other documents), which may be required under any Applicable Law, or which the Lender may reasonably request, to effectuate t... | Label: Further Assurances |
c1c0d70c-3179-41fe-b51f-616d49fcca53 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person, a Defaulting Lende... | Label: Participations |
a350e0c1-9beb-4bd7-82be-30bb4ebce8c6 | Clause:
The costs of the actual signs comprising Tenant's name on such monument sign and Building-Top Signage, as well as the installation, design, construction, and any and all other costs associated with Tenant's name on such monument signage and/or the Building-Top Signage, including, without limitation, utility cha... | Label: Costs |
2f87ab98-8bd9-4c8c-b6be-29e65e2be7de | Clause:
Except as provided in Section 1.3, the Restricted Stock Units awarded hereunder shall fully vest on the first anniversary of the Grant Date (the “RSU Vesting Date”) provided that you have continuously provided services to the Company from the Grant Date through the RSU Vesting Date.
Task: Classify this clause ... | Label: Vesting |
33e242ab-8f1c-4157-9745-052e2ac3f14e | Clause:
Each Party hereto has been represented by legal counsel in connection with the negotiation and drafting of this Agreement and any related documents. The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement and related documents, and that the normal rule of construction to... | Label: Construction |
318dc5f0-933e-439e-93e4-9328552faad3 | Clause:
In case any provision in or obligation under this Security Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affecte... | Label: Severability |
63a87281-cee8-4cc1-ae7d-6fdd65ce9c73 | Clause:
All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the execution and delivery of this Agreement. All covenants and agreements of the Borrower contained herein relating to the payment of principal, interest, premiums, additional compensation or e... | Label: Survival |
53d60c81-ac26-4300-804f-9c6dd402b226 | Clause:
ANY DISPUTE BETWEEN THE BORROWERS AND THE ADMINISTRATIVE AGENT, THE ARRANGERS OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THE BORROWERS AND THE ADMINISTRATIVE AGENT, THE ARRANGERS OR THE LENDERS IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTH... | Label: Governing Laws |
077e1698-a04c-4a76-b972-e4d179eff0a8 | Clause:
This Plan will be construed and enforced in accordance with the laws of the jurisdiction in which the Eligible Employee is regularly payrolled (without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction).
Task: Classify this claus... | Label: Governing Laws |
39a941b2-0cbf-4537-bc19-7a6c4cfa1c7d | Clause:
Each party will bear the costs and expenses incurred by it in connection with this Agreement and the transaction contemplated thereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Costs |
0784cbb9-b436-46c2-96cf-f173ed67fb8b | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that ... | Label: Jurisdictions |
f41d6aa7-53a1-4563-9ed3-dc05a66a9df5 | Clause:
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “ Purchase Agreement ”), dated March 9, 2016, by and between the Company and the Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Definitions |
e4e1f3c8-d25c-48d3-b514-a3567c9744dd | Clause:
Except for the authorized share increase as described above, the execution, delivery and performance of the Transaction Documents by Company, the issuance and sale of the Securities and the consummation by Company of the other transactions contemplated thereby do not and will not conflict with or violate any pr... | Label: No Conflicts |
1c04af64-3fe1-4a42-ae13-d2391c1eb08a | Clause:
Your employment hereunder will terminate upon your “Disability”. For purposes of this Agreement, Disability has the same meaning as provided in the long-term disability plan or policy maintained or, if applicable, most recently maintained, by Tyson for its other comparable executive officers. If no long-term di... | Label: Disability |
eb94b427-4bb1-4ae3-9dad-667898afdf9b | Clause:
This Agreement may be executed in two or more counterparts, including by electronic imaging transmission thereof (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE o... | Label: Counterparts |
fd64c19d-5ebb-4837-a520-90b7c3e97add | Clause:
There are no Proceedings pending or, to the Knowledge of the Buyer, threatened that question the legality, validity or enforceability of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby or that could, individually or in the aggregate, reasonably be expected to m... | Label: Litigations |
ac629973-9efc-4144-ac23-4cbc4fc04aba | Clause:
If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Note Purchase Agreement, then the Collateral Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents re... | Label: Further Assurances |
0f067c73-175b-4fd1-bbe8-a876bb1342d4 | Clause:
Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make loans denominated in dollars to the Borrower (each such loan, a “ Swingline Loan ”) from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the... | Label: General |
2dbd871e-8d56-480f-b180-83233d4360d8 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Admini... | Label: Amendments |
0256f746-acde-46c1-8e92-dd478e833fc6 | Clause:
From and after the date hereof, the Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the date hereof and to [the][the relevant] Assignee fo... | Label: Payments |
9959dbda-5fbe-461f-916e-d53128214433 | Clause:
Employee shall be entitled to such periods of paid time off (“ PTO ”) each year as provided under the Company’s PTO policy and as otherwise provided for senior executive officers; provided that Employee shall be entitled to at least three (3) weeks PTO per year.
Task: Classify this clause into ONE of these typ... | Label: Vacations |
d9ba6152-d36b-47f5-a68b-fe6d05fff4fc | Clause:
No modification, amendment or waiver of any provisions of this Agreement shall be effective unless approved in writing by each of the parties hereto. Either party's failure at any time to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not af... | Label: Amendments |
e130709f-8a6b-43e5-ba89-6b3a89f13bee | Clause:
No amendment to or waiver of any provision of this Security Agreement, nor consent to any departure by any Grantor from its obligations under this Security Agreement, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent (on behalf of the Lenders or the Requi... | Label: Amendments |
23927de8-a3a5-4edd-930d-f463a1f291c3 | Clause:
Subject to Section 3, a Participant will be 100% vested if he remains employed with the Company or any Affiliate or Subsidiary on [February __], 20__ (the “Vesting Date”). For purposes of the Agreement, the “Vesting Period” is the period from the first day of the calendar month immediately following the calenda... | Label: Vesting |
cf4896c4-ad35-4c56-b88e-bdb8a7eba364 | Clause:
The Company shall (a) by 08:00 a.m (New York City time) on 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 the Commission within the time require... | Label: Publicity |
aa8dd6aa-24e3-43c4-843e-8cb23b6dae23 | Clause:
All Permits, if any, that are required in connection with the lawful issuance and sale of the Units pursuant to this Agreement shall be obtained and effective as of the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Qualifications |
8cddf6a8-b690-45bd-868e-db5367b39249 | Clause:
Each Loan Party will, and will cause each of its Subsidiaries to, at Borrowers’ expense, maintain insurance respecting each of each Loan Party’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or simil... | Label: Insurances |
e82d04a2-a671-4980-8697-0324967963fc | Clause:
Borrower has the right, power and capacity and is duly authorized and empowered to enter into, execute, deliver and perform this Loan Agreement and the Other Agreements.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Authority |
77165c1e-e99a-435e-a591-3cd92abf59d8 | Clause:
Each Loan Party is, individually and together with its Subsidiaries, Solvent. To the Borrowers’ knowledge, no petition for bankruptcy has been filed against any Loan Party. No Loan Party, is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liqui... | Label: Solvency |
86259029-f282-4106-9074-69aa6eca423a | Clause:
This Term A Loan Refinancing Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopy or other electronic image scan tr... | Label: Counterparts |
ea9bb38f-3bca-440d-9744-fe556af6369e | Clause:
Each party’s obligations under this Section 5.8 shall survive the resignation or replacement of one or more of the Agents or any assignment of rights by, or the replacement of, a Lender or the Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations ... | Label: Survival |
c23ac2d1-7ad9-4c16-aa32-8d307bb1c39b | Clause:
By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security interest in the Receivables and the other Transferred Assets by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby ac... | Label: Agreements |
c5f40976-8f99-4d9d-bb16-df78642978f3 | Clause:
Each Party shall treat as confidential and shall not make available or disclose any information or material of the other Party that is or has been (a) disclosed by such other Party under or in connection with this Agreement, whether orally, electronically, in writing or otherwise, including copies or (b) learne... | Label: Confidentiality |
aa3974dd-6b51-4d43-90c6-94c7a769f525 | Clause:
Capitalized terms used in this Section 4.9 and not defined herein shall have the meanings assigned to such terms in the New York UCC. For purposes of Section 8-110(e) of the New York UCC, the “securities intermediary’s jurisdiction” shall be the State of New York. The Securities Intermediary, the Administrator... | Label: Definitions |
797d8800-e0d4-4ae5-bf6f-37afe083fcd2 | Clause:
Any amendment or waiver relating to any Loan Document shall be in writing, signed by the parties thereto. No oral statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as an amendment or waiver or have any other effect on any Loan Document. Any waiver shal... | Label: Integration |
dd5d4f10-986d-4fcf-a246-ee5fda583393 | Clause:
The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of the Borrower and each Subsidiary Guarantor approving the Loan Documents to which the Borrower or any such Subsidiary Guarantor, as the case may be, is or may become a party, and of all documents evidenc... | Label: Approvals |
2c1809d7-6602-4161-a115-ed56d1d363c4 | Clause:
This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, the Administrative Agent and the requisite Lenders in accordance with Section 10.1 of the Credit Agreement. This Agreement may be executed by one or more of the parties to this Agreement... | Label: Amendments |
5793be26-3a3d-425b-a10d-9cb47108cef0 | Clause:
This Copyright Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and delivering one or more counterparts. Delivery of any executed counterpart of a signature p... | Label: Counterparts |
6239438d-8dda-4387-9c91-8111e0fc1706 | Clause:
Subject to the minimum vesting provisions of Section 5.6, Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Perfo... | Label: Vesting |
31196075-359d-404d-a2ef-7671c40af00d | Clause:
All notices, demands, requests and consents permitted or required under this Note shall be given in the manner prescribed in the Deed of Trust.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Notices |
e4b2e3cb-2a23-4f77-8ab4-727aef039a74 | Clause:
Each of the parties hereto agrees that the Supreme Court of the State of New York sitting in the Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, shall have jurisdiction to hear and ... | Label: Jurisdictions |
2482ceb6-7acd-4b72-8673-8788a845875b | Clause:
Each Grantor assumes all responsibility and liability arising from the use of the Intellectual Property and Grantors, jointly and severally, hereby indemnify and hold the Secured Party harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ fees) arising out of any Gr... | Label: Indemnifications |
1fe5b31b-b2df-4f38-ac5d-0e6ea50c9bbf | Clause:
You intend that the provisions of this Section be enforced as written. However, if any provision of this Letter is determined to be unenforceable, in whole or in part, then the parties hereto agree to enter into an agreement to reform such provisions to set forth the maximum limitations permitted by applicable ... | Label: Modifications |
a2739381-4441-4e31-9a5c-90754828106a | Clause:
All of the products produced, sold, licensed and delivered by the Company (the “ Products ”) and the services performed by the Company (the “ Services ”) have conformed with all applicable contractual commitments. The Company does not provide warranties for its Products or Services. Notwithstanding the foregoin... | Label: Warranties |
85477cce-e282-4612-ae97-9406b2329b39 | Clause:
Nucor agrees to employ Executive in the position of Executive Vice President of Nucor Corporation, and Executive agrees to accept employment in this position, subject to the terms and conditions set forth in this Agreement, including the confidentiality, non-competition and non-solicitation provisions which Exe... | Label: Employment |
13354157-3f0b-464c-b503-72fda08c56a9 | Clause:
Guarantor (a) consents to the terms and conditions of this Agreement and (b) reaffirms the Guaranties and confirms and agrees that, notwithstanding this Agreement and the consummation of the transactions contemplated hereby and thereby, the Guaranties and all of Guarantor’ s covenants, obligations, agreements, ... | Label: Consents |
80e37049-cf49-4f24-bdb9-4558ac04bd75 | Clause:
If any Borrower shall pledge, hypothecate or otherwise give a Lien on the Collateral, any Contract or the stock of RMC Reinsurance to, or if such Lien shall be obtained by, any Person other than Agent other than Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Liens |
cb918027-8570-4b7d-be7e-b5adb40122e8 | Clause:
This Amendment No. 2 may be executed in counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Counterparts |
83ca6c3f-6e72-4b0c-9bf0-695cc38bc016 | Clause:
Each Borrower (a) will pay and discharge, and cause each Subsidiary to pay and discharge, on a timely basis as and when due, all of their respective obligations and liabilities, except for such obligations and/or liabilities (i) that may be the subject of a Permitted Contest, and (ii) the nonpayment or nondisch... | Label: Payments |
b3c400eb-cf35-4ac5-91e1-da5002e3e8b6 | Clause:
Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder ha... | Label: Authority |
b1c07138-9202-4785-8dd2-7be20db83772 | Clause:
Seller and Purchaser have agreed upon the Purchase Price relating to the Property and other provisions of this Agreement in contemplation and consideration of Purchaser’s agreeing to the provisions of Sections 1.2, 1.3, 1.4, 1.5, 1.6, and 1.7, which Sections shall survive the Closing indefinitely and the delive... | Label: Survival |
6304810a-7f49-4f55-9149-ebe4278005d1 | Clause:
Borrower acknowledges that Borrower is in default of the Loan Agreement for failing to comply with the minimum EBITDA financial covenant contained in Section 5 of the Schedule for the quarterly compliance period ended December 31, 2016 (the “ Specified Default ”). Subject to compliance with the conditions set f... | Label: Waivers |
1cfd58b1-ff43-4c26-89a7-4c8535de9ca1 | Clause:
(a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES... | Label: Governing Laws |
a58d2a14-9736-4988-ae09-876318ef4f3c | Clause:
The closing of the purchase and sale of the Shares (the “ Closing ”) shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California, 94304, as promptly as practicable following the satisfaction or waiver of the conditions set forth in Sec... | Label: Closings |
556de5f1-43e3-49f2-805e-cd3250605ba5 | Clause:
Subject to the terms and conditions hereof, the Payee, at its sole option, may deliver to the Maker a notice in the form attached hereto as Exhibit C (a “ Conversion Notice ”) and an updated Loan Schedule, at any time and from time to time after the date hereof and prior to the payment of the principal amount a... | Label: Interests |
d8e0a3a9-e0d8-4f29-aa92-f0e954a9a9dc | Clause:
The Borrower agrees that, in addition to disclosures made in accordance with standard banking practices, any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder. Any such disclosed information shall be trea... | Label: Disclosures |
0e535cdf-9d66-417b-b96e-8066c173661e | Clause:
This Assignment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Counterparts |
b3423965-f2db-4526-bdaa-d2925523d905 | Clause:
This amendment of the Plan is effective as of December 7, 2016, subject to the approval of the amendment by an affirmative vote, at the next meeting of the stockholders of the Company, or any adjournment thereof, of the holders of a majority of the outstanding shares of the common stock and Class B stock, votin... | Label: Effective Dates |
3353ccc5-1905-4b35-a1d4-2f93112dde80 | Clause:
Purchaser shall be entitled to a downward adjustment to (i) the First Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the First Closing Assets and (ii) the Second Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the Second Closing Assets as provided in ... | Label: Adjustments |
04dc7795-5967-42fc-b480-b511c2994160 | Clause:
THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEA... | Label: Waiver Of Jury Trials |
dafda391-334a-44c2-a7e9-0ee835e64979 | Clause:
Except as stated on Schedule 6.7 hereto, there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of the Borrower threatened against the Borrower, any Guarantor or any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative ag... | Label: Litigations |
fc10d05d-5093-4def-8ec1-3cdc2c9eb197 | Clause:
The Company may withhold from any amount payable or benefit provided under this Program such Federal, state, local, foreign and other taxes as are required to be withheld pursuant to any applicable law or regulations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Withholdings |
8cd2876b-1b8b-4489-a113-f02f0c315eb4 | Clause:
This Agreement constitutes the entire agreement and understanding between you and the Company concerning the compensation to be paid to you and all of the terms and conditions of your employment and supersedes all prior agreements concerning same, whether written or oral. Each party agrees to pay reasonable att... | Label: Miscellaneous |
1c1b6341-630f-4c38-a4b4-b611f771be6b | Clause:
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this As... | Label: Representations |
8a9c9e89-9541-49c9-9281-67ef300afc4b | Clause:
During the Term, the Company shall pay Executive an annual base salary (“Base Salary”) in the amount of One Hundred Seventy Thousand Seven Hundred Fifty and 00/100 Dollars ($170,750.00), less required withholdings and authorized deductions, pro-rated during the Term of this Agreement and payable in equal bi-mon... | Label: Base Salary |
d55e4cf7-d318-42de-9d6a-ad18cf024fe2 | Clause:
Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at his option, but subject to the Subordination Agreement by written notice to the Maker (a) declare the entire principal amount of this Note, together with all accrued inter... | Label: Remedies |
2764db59-64b6-4ccd-881c-3b7557421af0 | Clause:
Sections 4, 5.2, 5.3, 5.4, 6 through 16 and 18 through 20 shall survive the expiration or termination of 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, Assig... | Label: Survival |
90a0403f-6b61-4d0f-89bc-9fffe6d4b6ea | Clause:
WCVC has duly and timely filed in proper form all Tax Returns for all Taxes required to be filed with the appropriate Regulatory Authority, and has paid all taxes required to be paid in respect thereof except where such failure would not have a Material Adverse Effect on WCVC, except where, if not filed or paid... | Label: Taxes |
a4c3c1b7-917d-43d6-8c7f-0709ed31e0ba | Clause:
Any notice to Employer required or permitted un der this Agreement shall be given in writing to Employer, either by personal service or by registered or certified mail, postage prepaid, addressed to the Chief Executive Officer of Employer, or equivalent, with a copy to the General Counsel of Employer, a t Emplo... | Label: Notices |
fd679704-da30-4a88-890e-81fcde0d9fbd | Clause:
The invalidity or unenforceability, in whole or in part, of any covenant, promise or undertaking, or any section, subsection, paragraph, sentence, clause, phrase or word or of any provision of this Agreement shall not affect the validity or enforceability of the remaining portions thereof.
Task: Classify this ... | Label: Severability |
550630ed-2c0e-4d4d-9be3-e1655cf1dfe8 | Clause:
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTE... | Label: Waiver Of Jury Trials |
3ee8ff29-9ac7-4b5f-82ab-e62cc8c14ab9 | Clause:
In the event Grantee becomes disabled during the period of Grantee’s employment with the Company and its Subsidiaries, the Award shall continue to vest during the first 180 days of Grantee’s approved disability leave pursuant to a Company disability policy. If Grantee remains on an approved disability leave for... | Label: Disability |
710e2564-64ea-4e9b-958d-1c8780ba7417 | Clause:
Except as disclosed in the Company’s Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2016 which has been delivered to the Banks prior to the Effective Date, there are no legal or arbitral proceedings, or any proceedings by or before any governmental or regulatory authority or agenc... | Label: Litigations |
13aa60a0-5cd1-42d6-984d-9d96dabb6625 | Clause:
Assignment or attempted assignment by the Seller or the Guarantor of this Agreement or any rights hereunder without first obtaining the specific written consent of the Buyer (at the written direction of the Indenture Trustee on behalf of the Noteholders), or the granting by the Seller of any security interest, ... | Label: Assignments |
d6677bb3-b5ef-4c3a-8b67-2038e2453355 | Clause:
Except as otherwise set forth herein (including but not limited to Sections 3(h), 3(i) and 3(j)), Indemnitor shall indemnify and hold harmless each of the Indemnitees, together with the officers, directors, employees, affiliates, successors and permitted assigns of the Indemnitees (collectively, the “ Indemnite... | Label: Indemnity |
3969a9b6-fe76-4923-961a-6817edf485f4 | Clause:
The Option shall terminate on the Expiration Date set forth above or, if earlier, in accordance with the terms of the Stock Option Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Terminations |
565c19d9-dc2c-4759-9468-0b3d45698406 | Clause:
The representations and warranties of Sellers and Buyer set forth in this Agreement are remade as of the Closing Date and shall not be deemed to be merged into or waived by the instruments of Closing and shall survive after the Closing Date for a period of one (1) year.
Task: Classify this clause into ONE of t... | Label: Warranties |
90dd5eb6-64ff-4afc-bf8a-c7caf6fac560 | Clause:
This Amendment may be executed in counterparts. This Amendment may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof, and, if so signed: (a) may be relied on by each party as if the document were a manually signed original and (b) will be binding on ... | Label: Counterparts |
d934e08f-f7be-4d92-bb73-403c2b760a2f | Clause:
Expenses, including fees of the trustee of the Trust, associated with the administration or operation of the Plan shall be paid by the Employer from its general assets unless the Employer elects to charge such expenses against the appropriate Participant’s Account.
Task: Classify this clause into ONE of these ... | Label: Expenses |
3c01da58-f1fb-4dd2-b90c-8a9642af5ee0 | Clause:
Schedule 3.08 sets forth as of the Effective Date the name and jurisdiction of incorporation, formation or organization of each direct and indirect Subsidiary of the Borrower. Except as set forth on Schedule 3.08 , as of the Effective Date, all of the issued and outstanding Equity Interests of each Subsidiary o... | Label: Subsidiaries |
d4f1832e-b80b-4ef3-8fb2-13858bdb2821 | Clause:
Except as this Agreement is amended by a Property Amendment or a Joinder, this Agreement may be amended or supplemented only by an instrument in writing signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Amendments |
b3cf5d03-9b25-486e-86a3-15787b83661b | Clause:
EACH OF THE COMPANY AND THE WARRANT AGENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS WARRANT AGREEMENT OR A WARRANT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PERSON HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PERSON MAY HAVE TO A ... | Label: Waiver Of Jury Trials |
a64eb8f1-8ca8-4b0f-8981-68ea05fc6779 | Clause:
The parties may execute this Agreement in one or more counterparts, and each fully executed counterpart shall be deemed an original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Counterparts |
a7bef493-51bb-42e8-829b-b58be9e9a8fa | Clause:
The New Holder agrees to perform any further acts and execute and deliver any additional documents and instruments that may be necessary or reasonably requested by Splitco to carry out the provisions of this Joinder or the Registration Rights Agreement.
Task: Classify this clause into ONE of these types (exact... | Label: Further Assurances |
567f369e-128e-408d-b19b-81e5be6df30a | Clause:
This Agreement, together with the schedules and exhibits hereto, and the Wecast Agreements referred to herein or delivered pursuant hereto, are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties... | Label: Entire Agreements |
987635e4-3c6b-445e-bf0f-f8fbba9becc1 | Clause:
No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive) . No waiver by either party of any breach of, or of compliance with, any conditi... | Label: Waivers |
7933150a-f74f-43cb-b16b-101a6c6cd57a | Clause:
The Award, this Award Agreement and the Award Su mmary, and all determinations made and actions taken pursuant thereto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without g iving ... | Label: Governing Laws |
1b71f5da-7f96-4bdb-ab24-5c65a6613607 | Clause:
No Company is a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect. No Company is in default in any manner under any provision of any indenture or other agreement or instrum... | Label: Agreements |
833b554e-d034-44d6-80cc-79505aded574 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that al... | Label: Governing Laws |
12c11367-d00c-4c49-ae80-37a4e9fe9185 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Sec... | Label: Assignments |
a802a07a-c75d-4713-8fd2-b01ecf4be865 | Clause:
This License Agreement shall be governed by, interpreted and construed in accordance with the laws of the State of California, without giving effect to any conflicts of law principles that would result in the application of the laws of any state other than the State of California.
Task: Classify this clause in... | Label: Governing Laws |
1839b4b2-653c-4363-8ad6-774dab3466e8 | Clause:
This Amendment shall be governed by, and construed in accordance with, the law of the State of New York and all applicable federal law of the United States of America.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Governing Laws |
5b24ff1a-ddbd-4951-9489-e54dca3bddf4 | Clause:
Title and the risk of loss or damage to the Products shall remain at all times with the owner of the Product.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Titles |
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