id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f4029637-7a49-4bce-ab26-663a64576f2e | Clause:
As a condition to becoming a Participant and being entitled to the benefits and protections provided under the Plan, each Eligible Employee must execute and deliver a Participation Agreement to the Company within the later of (i) forty-five (45) days after the date such individual is designated as an Eligible E... | Label: Participations |
ccf599b2-1fcc-4aea-88e8-55931d444410 | Clause:
Seller will maintain in effect, or cause to be maintained in effect, at Seller’s own expense, such liability insurance as Seller shall deem appropriate in its good faith business judgment. The Agent, for the benefit of the Purchasers, shall be named as an additional insured with respect to all such liability i... | Label: Insurances |
d4b23298-ccbb-4923-8565-d1300a7208d4 | Clause:
This Agreement, together with the other Note Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof.
Task: Classify this c... | Label: Entire Agreements |
01db7e3b-1e67-426e-93b3-9adcdf014420 | Clause:
This Agreement, the legal relations between the parties and any Action, whether contractual or non-contractual, instituted by any party with respect to any matter arising between the parties, including but not limited to matters arising under or in connection with this Agreement, such as the negotiation, execut... | Label: Governing Laws |
795e668f-130a-4e8c-b601-c7ba2b24b17a | Clause:
(a) Except as set forth in Section 2.12(c), (i) the Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate, (ii) the Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Peri... | Label: Interests |
91b91832-9465-4f10-9327-8a5c4407af13 | Clause:
Any amounts payable hereunder will be reduced by all required withholdings for state, federal and local employment, income, payroll or other taxes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Withholdings |
2d68fe1a-1ca7-4594-92f5-532c84c33aae | Clause:
Any Dispute shall first be referred to the respective senior executives of the Parties (or their designees), who shall confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the senior executives shall be conclusive and binding on the Parties. If the senior executives are ... | Label: General |
06997ea2-184c-4457-acd3-a17762705880 | Clause:
Other than the termination provisions applicable to particular Sections of this Agreement that are specifically provided elsewhere in this Agreement, this Agreement shall terminate upon the earliest to occur of : (a) the mutual written agreement of each of the parties hereto to terminate this Agreement and (b) ... | Label: Terminations |
90db8403-0ade-449e-b7a3-8fd1c195e4cc | Clause:
The execution and delivery of this Agreement and each other agreement, instrument, document or certificate related to or arising from this Agreement (the “ Related Documents ”) does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof wil... | Label: Authorizations |
e75058b8-1481-49e2-917d-731be4060e23 | Clause:
The termination of Employee’s employment with the Company pursuant to the provisions of this Agreement shall not affect Employee’s obligations to the Company hereunder which by the nature thereof are intended to survive any such termination, including, without limitation, Employee’s obligations under 0 of this ... | Label: Survival |
2c0f0a1d-e8b5-47ed-8775-6c85906c96c7 | Clause:
Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of the Exec... | Label: Assignments |
9e2f77fe-2fd6-4212-bf29-cbe91bf47417 | Clause:
During the Term of Employment, Employee shall be entitled to participate in any employee benefit plans (including retirement, insurance, fringe benefit and other executive benefit plans) generally provided by the Company to full-time employees of the Company, but only to the extent provided in such employee ben... | Label: Benefits |
3a070a10-8423-4451-9efd-14142e78987d | Clause:
Set forth on Schedule 5.20(a) , is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships a... | Label: Subsidiaries |
f7b180fb-d05d-4b73-adb6-a93e791d4e29 | Clause:
This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute but one and the same agreement. A signed copy of this Agreement transmitted by a party to another party via facsimile or an emailed “pdf” version shall be bindin... | Label: Counterparts |
16a818eb-a05c-4401-ab11-15354ff9e195 | Clause:
There is no action, suit or proceeding pending or threatened against Buyer which questions the legality or propriety of the transactions contemplated by this Agreement or could materially adversely affect the ability of Buyer to perform its obligations hereunder.
Task: Classify this clause into ONE of these ty... | Label: Litigations |
4c564b9b-c590-48ca-aef7-4f878b5be612 | Clause:
The loans made pursuant to the Revolving Credit Facility (the “ Revolving Loans ” and together with the Term Loans, the “ Loans ”) may be used for working capital and general corporate purposes, including to fund any original issue discount or fees imposed pursuant to the market flex provisions of the Fee Lette... | Label: Use Of Proceeds |
3ef902b7-97aa-4917-84ef-f7ff8e8209c3 | Clause:
This Separation Agreement, and the references to certain provisions of the Employment Agreement incorporated by reference herein sets forth the entire agreement between the parties hereto and fully supersedes any and all prior or contemporaneous agreements or understandings, written or oral, between the parties... | Label: Entire Agreements |
0a641c6b-469d-4044-9cba-c2225af58e58 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing an... | Label: Assignments |
62f15153-6cec-4291-aed4-331760f24384 | 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 |
252205ff-5cea-4283-b62a-bf28fecea686 | Clause:
This Agreement and the rights granted herein will be binding upon, and will inure to the benefit of SELTEN, VIVUS and their respective lawful successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Binding Effects |
07bd48c6-3fc7-40e2-973e-5d2fd5249ca3 | Clause:
The effective date of any Renewal Term will be the first day after the expiration date of the then current Term. The first day of the Renewal Term is also referred to as the Renewal Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Effective Dates |
be28dd31-2fc2-4512-8b34-2c80d0417e17 | Clause:
Executive agrees that he will not, without the prior written consent of the Company disclose to any person, firm or corporation any "Confidential Information," of the Company which is now known to the Executive as a result of the Executive's employment or association with the Company, unless such disclosure is ... | Label: Confidentiality |
a52b5df2-40ff-4b12-9887-39e4f7923f7f | Clause:
This Agreement may be executed in one or more counterparts (including by facsimile or electronic .pdf submission), each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Part... | Label: Counterparts |
5b470875-70a2-4c20-96a1-80e14e7d41a1 | Clause:
The failure of the Company in any instance to exercise any right hereunder shall not constitute a waiver of any other rights that may subsequently arise under the provisions of this Agreement or any other agreement between the Company and Optionee. No waiver of any breach or condition of this Agreement shall b... | Label: No Waivers |
1d20f73d-bd15-4fc4-ba68-dd916331fbcb | Clause:
The provisions of this Mortgage shall be governed by and construed under the laws of the state in which the Premises are located.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Applicable Laws |
fd17bc73-8bcf-43e9-897f-c71b5f26f81b | Clause:
In the event that any Founder Shares or Founder Warrants are required to be transferred and/or delivered pursuant to this Agreement, each Party agrees to execute and deliver all related documentation and take such other action in support of the transaction as shall reasonably be requested by any Party to such t... | Label: Further Assurances |
57e8d0d9-5e56-4580-a78e-e9d320bdce2a | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance ... | Label: Insurances |
9f4bdcc0-9db9-4469-84a6-0ebf30e8a54a | Clause:
All notices between the parties hereto shall be in writing and given in the manner provided in Section 15.7 of the Plan. Notices to Participant shall be given to Participant’s address as contained in Chaparral’s records. Notices to Chaparral shall be addressed to the Chief Financial Officer at the principal exe... | Label: Notices |
363e47b7-00e8-4f05-8ba0-d44402656997 | Clause:
The Administrator in its discretion may change and otherwise revise the terms of Awards granted under this Section 12, including, without limitation, the number of Shares and any exercise prices thereof, for Awards granted on or after the date the Administrator determines to make any such change or revision.
T... | Label: Adjustments |
caf698e1-1aa9-45ba-98bf-a041bf430c64 | Clause:
Prior to the Appointment Date and subject to the Executive’s continued employment as CEO, the Company shall continue to pay the Executive his base salary as in effect as of the date hereof in accordance with the Company’s regular payroll practices . Effective as of the Appointment Date and subject to the Execu... | Label: Base Salary |
476e87de-f52f-4869-86b4-87a61fdbcd44 | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of California.
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, Autho... | Label: Governing Laws |
374f1a26-40c1-4e7a-8723-de0e43816a62 | Clause:
BORROWER, GUARANTOR AND EACH LENDER PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS EIGHTH AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Waiver Of Jury Trials |
9ed40148-d00d-43a4-837a-4431a1211617 | Clause:
Each Borrower shall defend, protect, indemnify, pay and save harmless Agent, Issuer, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents (each an " Indemnified Party ") for and from and against any and all claims, demands, liabilities, obligations, losses, d... | Label: Indemnity |
556e322e-9db8-4490-b408-95ebc92c82b5 | Clause:
No broker or finder has acted for the Seller in connection with this Agreement, the Transaction Documents or the transactions contemplated by this Agreement or the Transaction Documents, and no broker or finder is entitled to any brokerage or finder’s fee or other similar payment from either the Seller with res... | Label: Brokers |
c12c420b-c64a-477e-9b80-67fd7d77e10a | Clause:
No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by each Individual Borrower of, or compliance by each Individual Borrower with, this Agreement or the other Loan Documents or the consummation of the transactions contempla... | Label: Consents |
e371d87f-5801-42d9-b2b4-f0770a3ebf77 | Clause:
The validity, interpretation, instruction, performance, enforcement and remedies of or relating to this Agreement, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the substantive internal laws of the State of Illinois, without regard to the conflict... | Label: Governing Laws |
497f8786-1bc2-4e91-b7e7-6ecd0a042e1e | Clause:
The covenants and agreements of Sellers and the Company to be performed on or before the Closing Date in accordance with this Agreement shall have been performed in all material respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Agreements |
2364f4f9-3657-4f75-8f70-b892d3a10220 | Clause:
This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied bec... | Label: Governing Laws |
419a9cc7-2afd-499d-9248-74e7d84a0196 | Clause:
It is the desire and intent of the parties hereto that any disputes or controversies arising under or in connection with this Agreement be resolved pursuant to arbitration in accordance with Section 8(j) ; provided , however , that, to the extent that Section 8(j) is held to be invalid or unenforceable for any ... | Label: Consent To Jurisdiction |
a880ff72-4aa2-4f00-93e7-946de827b2e6 | Clause:
The execution and delivery of this Agreement by the Member, and its performance of its obligations hereunder in accordance with the terms hereof: (i) will not require the consent of any third party or any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency o... | Label: No Conflicts |
e3e16c6c-2f2e-4e78-82e6-954295b04e53 | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
1541e037-6843-4b54-9381-1800f46783e0 | Clause:
The execution, delivery and performance by Holdings (prior to a Qualified IPO), the U.S. Borrower, each of the Subsidiary Loan Parties of each of the Loan Documents to which it is a party, and the Borrowings hereunder and the transactions forming a part of the Transactions, the 2015 Transactions or the Note Tra... | Label: Authorizations |
db1349fe-796f-4f7a-88a1-e2d546d56492 | Clause:
Notices and communications under this Award Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Healthcare Trust of America, Inc., 16435 N. Scottsdale Road, Su... | Label: Notices |
c3557542-a5ba-4f2c-9eb8-def3b7e678b6 | Clause:
All representations and warranties of the Guarantors made in connection with this Guaranty shall survive, and shall not be waived by, the execution and delivery of this Guaranty, any investigation by or knowledge of the Agent and the Lenders, or any of them, any extension of credit or any other event or circums... | Label: Survival |
ad57782d-8549-44ee-bf8a-70ac4ecb941c | Clause:
Except as provided in any signed written agreement contemporaneously or hereafter executed by the Employer and Executive, this Agreement (a) constitutes the entire agreement of the parties with regard to the subject matter hereof, (b) supersedes all prior agreements, arrangements, and understandings, written or... | Label: Entire Agreements |
1985dabc-408b-4352-bcd0-a054634da2cf | Clause:
(a) Use the proceeds of (i) the Term Borrowings made on the Closing Date, to finance the Transactions and pay the Transactions Costs and (ii) to the extent incurred pursuant to Section 2.01(b) , any Initial Revolving Credit Loans funded on the Closing Date to fund any additional OID or upfront fees required to ... | Label: Use Of Proceeds |
0f744fd0-9c57-41fe-b2c6-372c44a48139 | Clause:
If the Optionee’s Employment is terminated by reason of Cause, in the event the Board determines that the Optionee is not in compliance with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates, or in the event the Board determines that the Optio... | Label: Forfeitures |
f3ead14c-4d3c-41be-a3eb-8e8d255a640a | 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 Purchaser or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
4bafa0b2-ad59-42cd-b8d1-139d78613f07 | Clause:
Any dispute regarding the interpretation of this Award shall be submitted by Participant or the Company to the Committee, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on the Company and on the Participant.
Task: Classi... | Label: Interpretations |
5edbe04c-13cf-4605-aac5-c0a97a241068 | Clause:
This Employment Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
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 |
50e720fa-c7fc-429a-844b-c113cc2ca8f0 | Clause:
(a)Within 3 Business Days of the Tax Schedule for any Covered Taxable Year becoming final under Section 2.01(a) , Newmark shall pay (i) to Cantor an amount equal to 80% of the Tax Benefit Payment (determined in accordance with Section 3.01(b) ) and (ii) to a national bank mutually agreeable to Newmark and Canto... | Label: Payments |
4fd12e58-974f-4c9d-bb61-1f1699541a77 | Clause:
All IP filed, pending or in the process of being developed shall be fully disclosed to Purchaser and Parent Company in Schedule 7.2(j).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Intellectual Property |
9a1518b8-5081-4d43-85bf-442c9a518758 | Clause:
To the extent permitted by law, the Company shall indemnify the Plan Administrator and its designees from all claims for liability, loss or damage (including payment of expenses in connection with defense against such claims) arising from any act or failure to act in connection with the Plan.
Task: Classify th... | Label: Indemnifications |
b1ac2e0b-219f-411a-a777-fbd48b3e7114 | Clause:
No course of dealing on the part of the Agent or the Lenders or their officers or employees, nor any failure or delay by the Agent or the Lenders with respect to exercising any of their rights under any Loan Document shall operate as a waiver thereof. The rights of the Agent and the Lenders under the Loan Docum... | Label: No Waivers |
05957807-3606-4a29-915b-96090932f66d | Clause:
If a court of competent jurisdiction determines that any of the provisions or restrictions of this Agreement are invalid or unenforceable by reason of being unreasonably vague or unreasonable as to the scope of coverage, length of time or geographical area, or for any other reason, then and in each such case, t... | Label: Enforceability |
41426e79-0aa3-4053-9383-387447aa62aa | Clause:
The consolidated and consolidating balance sheets, and related statements of income, cash flow and shareholder’s equity, of Borrowers and Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP, and fairly present the financial positions and results of ... | Label: Financial Statements |
d3afb131-fb2d-4107-bde5-45a502b1e45c | Clause:
In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining pro-visions of this Agreement shall not be affected thereby.
Task: Classify this clause into ONE of these types (... | Label: Severability |
4d8df022-9893-4059-9377-9bda6a970e20 | Clause:
To the extent that any such information made available to any holder of Registrable Securities pursuant to this Section 9 (including Section 9(a) ) would require disclosure under Regulation FD, such holder shall, as a condition to receiving any such information that is not otherwise publicly available, agree in... | Label: Confidentiality |
bc4b281b-a086-4af2-a7a1-26353a282cf4 | Clause:
This Agreement and the Plan represent the entire understanding and agreement between the parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings and representations (if any) made by and between the parties. All of the terms and provisions of this Agree... | Label: Miscellaneous |
fa1e8612-abd6-448b-88ab-346e581a8c0b | Clause:
In addition to statutory holidays, Executive shall be entitled to paid vacation each calendar year during Executive’s employment according to the Company’s vacation policy applicable to all employees of the Company. Vacation shall accrue pursuant to the Company’s vacation accrual policy applicable to all emplo... | Label: Vacations |
c689ff15-be1a-4e62-95aa-fd228a012879 | Clause:
This Award Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Counterparts |
a9f34121-1577-4eac-b25c-d07e0c506cd9 | Clause:
The consummation of the purchase and sale of the Property (the “ Closing ”) shall take place on or before September 15, 2016 or at earlier date as mutually agreed to in writing by the parties (the “ Closing Date ”). The Closing shall be conducted through an escrow with the Escrow Holder, with escrow fees to be ... | Label: Closings |
39d816d6-2cd7-46c6-ac10-6f68233d2e2a | Clause:
Borrower, Administrative Agent and each Lender each hereby irrevocably consent to the non-exclusive jurisdiction of the Courts of the State of Florida or the United States District Court for the Middle District of Florida, Jacksonville Division in any and all actions and proceedings whether arising hereunder or... | Label: Consent To Jurisdiction |
bd811f13-cfed-4863-85da-a0eaf2cf747a | Clause:
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the Holders hereunder may be freely assigned or delegated by such Holder in conjunction with and to the ex... | Label: Assignments |
e6025542-e40b-4341-a56d-11c0876ad454 | Clause:
Licensor is a Danish limited liability company duly organized and validly existing under the Laws of Denmark. Licensor has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions.
Task: Classify this clause into ONE of these typ... | Label: Organizations |
df3006cc-2bb1-434b-9766-298eb5ff1635 | Clause:
(i) There shall be no continuing material failure by Purchaser to perform or comply with any of its covenants and agreements herein that by their terms are to be performed or complied with at or prior to the Closing; (ii) each of the representations and warranties of Purchaser contained or referred to herein sh... | Label: Warranties |
eedbff10-010c-46d3-b61a-6c2e08297c26 | Clause:
All agreements, representations and warranties contained herein shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby for a period of one (1) year from the date hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Warranties |
45b96ffa-f539-4b0e-9bea-d97f75857614 | Clause:
The terms of this Agreement, together with the Confidential Information and Invention Assignment Agreement previously entered into between Executive and the Company (the “ Confidential Information Agreement ”) which shall remain in full force and effect, and the CIC which shall remain in full force and effect, ... | Label: Entire Agreements |
88392eb8-0e81-4223-b19d-5da37d4ebe70 | Clause:
Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants and agreements made by the Company and the Purchaser herein and in the certificates for the Shares delivered pursuant hereto shall survive the execution of this Agreement, the delivery to the Purchaser... | Label: Warranties |
13c43a32-f1bc-4928-94c8-3b52df994298 | Clause:
This Assignment shall in all respects be construed in accordance with and governed by Article VIII and Section 9.1 of the Transfer Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Governing Laws |
96f848c5-80be-4690-8ce8-853d9b79fdf5 | Clause:
All federal, state and local income and other material tax returns, reports and statements required to be filed by or on behalf of each Credit Party have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed and, exce... | Label: Taxes |
6e0a9a12-b4b1-456e-a882-b80d2f105ea6 | Clause:
Capitalized terms used in this Agreement shall have the respective meanings set forth below or elsewhere in this Agreement. Any capitalized term not defined in this Agreement shall have the meaning ascribed to it in the Plan. Certain definitions from the Plan are reproduced below for the convenience of the pa... | Label: Definitions |
c032b33d-3bea-4a19-b361-c2678c486a28 | Clause:
Notwithstanding any other provision of this Agreement to the contrary, the obligation of the Company to pay or provide the Severance Benefits and the benefits under Sections 3(a) and 3(b) shall automatically and immediately terminate upon a breach by Executive of this Agreement, including without limitation a b... | Label: Benefits |
c4a7b85d-6e10-420a-98fc-e06279dc84cb | Clause:
Tenant expressly waives, to the extent allowed by law, any claims under federal, state or other law that Tenant might otherwise have against Landlord relating to the condition of such Property or the Premises or the Leasehold Improvements or personal property located thereon or the presence in or contamination ... | Label: Waivers |
1d44b963-4a89-42b0-90c0-d7ba503dc378 | Clause:
Tenant hereby represents, warrants and agrees that: (1) there exists no breach, default or event of default by Landlord under the Lease, or any event or condition which, with notice or passage of time or both, would constitute a breach, default or event of default by Landlord under the Lease; (2) the Lease cont... | Label: Warranties |
447666a9-feca-479a-9325-98412c36e76f | Clause:
Any notice to be given under the terms of this Agreement or any delivery of this Option to the Company shall be deemed to have been duly given or made only if (i) delivered personally or by overnight courier, (ii) delivered by facsimile transmission with answer back confirmation, (iii) mailed (postage prepaid b... | Label: Notices |
5c0c9e19-5460-406f-9b8f-4b3cd7fbd8ff | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the ap... | Label: Releases |
1d2f53e9-43e9-496c-9c4e-f532ec518f94 | Clause:
During the Term, the Executive shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company, as in effect from time to time (collectively, “ Employee Benefit Plans ”), on a basis which is no less favorable than is provided to other similarly situated executive... | Label: Benefits |
3a837bb8-7d18-4bdf-a9d4-012ad166b503 | Clause:
Mortgagor hereby waives all rights of statutory redemption of the Property and all rights of appraisement of the Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Waivers |
a73a34b5-de54-42ce-955b-4fdeaa84b23c | Clause:
The execution, delivery and performance by each of the Loan Parties of each Transaction Document to be executed by such Loan Party and the consummation of the transactions contemplated thereby (i) are within the power of such Loan Party and (ii) have been duly authorized by all necessary actions on the part of ... | Label: Authority |
b2ed3c8c-975d-4e9f-9014-2003787e9fdf | Clause:
Any notice required to be given under this Deed of Trust shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the Unit... | Label: Notices |
5df42563-e266-44ee-8708-5e660d7f49bd | Clause:
The purchase and sale of the Shares shall take place on or before January 13, 2017; at or before 11 PM EST (which time is designated as the “Closing”). At Closing, Purchaser shall deliver to Seller, in cash, by wire transfer to an account to be designated by Seller, or his nominee for the Purchase Price totalin... | Label: Closings |
73445eb9-56a3-4720-84bc-d1c4cddd4b1c | Clause:
During the Term, the Executive’s initial annual base salary shall be $1,000,000. The Executive’s base salary shall be reviewed at least annually by the Board and may be increased in its discretion but, once increased, may not be decreased. The base salary in effect at any given time is referred to herein as “Ba... | Label: Base Salary |
57890547-7d4f-494e-87c5-187c75a1c404 | Clause:
Subject to Section 8.10 , the Administrative Agent and the Lenders may disclose the Loan Documents and any financial or other information relating to the Loan Parties to each other or to any potential Participant or Assignee Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Confidentiality |
97038cf8-8d51-4826-81fc-4a5c67b81122 | Clause:
Provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the obligations of the Executive under Sections 8 and 9 hereof, and obligations of the China Co. under Sections 4, ... | Label: Survival |
6f7e1fff-128e-4455-a8a3-1fb09b578f74 | Clause:
There are no actions, suits, proceedings, arbitrations or governmental investigations by or before any Governmental Authority or other court or agency now filed or otherwise pending or, to Borrower’s knowledge, threatened against or affecting Borrower, Guarantor or the Collateral, in each case, except as listed... | Label: Litigations |
edd93925-540e-449f-bf08-65c6637726d1 | Clause:
Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, the Borrower has no Subsidiaries. The Borrower has no Foreign Subsidiaries, and each Subsidiary is a Wholly-Owned Subs... | Label: Subsidiaries |
5bef71df-e5b6-4d47-a5e2-c4ffc41925fe | Clause:
Each of the Administrative Agent, the Nieuw Amsterdam Administrator and the Purchasers consents to the sale and transfer of the Specified Receivables by the SPE to the applicable Originator in accordance with Section 3 hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Consents |
9cf1be26-385a-4a63-afda-7cee2196623f | Clause:
Debtor waives demand, notice, protest, notice of acceptance of this Agreement or other action taken in reliance hereon and all other demands and notices of any description. Secured Party may exercise its rights with respect to the Collateral without resorting or regard to other collateral or sources of reimburs... | Label: Waivers |
9ebfc62b-58b4-451e-8dee-18211ab09a18 | Clause:
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable la... | Label: Severability |
4c9dd83c-eb72-417c-b601-2e41a131e77f | Clause:
Neither Pride nor its Affiliates have retained any agent, broker, investment banker, financial advisor or other firm or Person that is or will be entitled to any brokers’ or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.
Task: Clas... | Label: Brokers |
d5d74c81-95b0-4db6-9d51-cb952a51a655 | Clause:
The Company will use the proceeds from the sale of the Securities for general corporate purposes, but not, directly or indirectly, for (i) except as set forth on Schedule 4(g), the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of ... | Label: Use Of Proceeds |
7c0e404c-804e-4e94-b623-98b03f4f17b0 | Clause:
IF THE BANKRUPTCY COURT ABSTAINS FROM HEARING OR REFUSES TO EXERCISE JURISDICTION OVER ANY ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY LOAN DOCUMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NE... | Label: Submission To Jurisdiction |
7d6efabc-5970-4bc7-8ba2-d120ce40cccc | Clause:
The Company will not , and will not permit any Subsidiary to , e nter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital to any Credit Party, (b) transfers of cash and assets to any Credit Party, (c)... | Label: Transactions With Affiliates |
e80cdfd0-beb6-4e14-8d7d-35ccb79db971 | Clause:
For purposes of this Agreement, “ Change in Control of the Company ” means a “ change in control event ” (as that term is defined at Section 1 .409A ‑ 3(i)(5) of the Treasury Regulations) with respect to the Company, which generally will include the following events, subject to such additional rules and requir... | Label: Change In Control |
3a21baca-f6c1-4eb9-bc27-615aca523c94 | Clause:
Notwithstanding the foregoing sections, nothing contained in this Agreement is intended to prohibit or restrict Executive in any way from: (i) making any disclosure of any information about the Company, Executive’s employment or this Agreement as required by law, or to a government agency in connection with any... | Label: Disclosures |
41bce622-578b-4019-bbe2-ac3173e5c705 | Clause:
Notwithstanding anything to the contrary contained in the Lease, each party agrees that the terms and provisions of this Amendment are confidential and constitute proprietary information of the parties and shall be governed by Section 17.19 of the Lease as though the terms hereof were originally part of the Lea... | Label: Confidentiality |
cdef14d9-7a6b-4ccf-ba10-77c72c96e7b4 | Clause:
The proceeds of the Advances will be used by the Borrower for the purposes described in Section 6.6. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). No proceeds of any Advance will be used to purchase or ... | Label: Use Of Proceeds |
57918ed8-a78f-4ba4-a638-1415c46fe29f | Clause:
Each party’s obligations under this Section 2.14 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
... | Label: Survival |
8c710569-f6f9-43e5-a624-a3f29898e061 | Clause:
Unless this Warrant Certificate is a Global Warrant, any notice or communication to be delivered to the Warrantholder shall be delivered to the Warrantholder at the Warrantholder’s address as it appears in the Registry and shall be sufficiently given if so mailed within the time prescribed. Any notice to holder... | Label: Notices |
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