id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
8e4eb98c-f757-4244-98c5-c7243642cc6c | Clause:
This Support Agreement shall terminate upon the earliest to occur of (a) the Effective Time and (b) the termination of the Merger Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Terminations |
4a7401fa-27df-438f-b2f4-891b3bc09a3c | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the Italy. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other transaction documents (whether brought against a party... | Label: Jurisdictions |
4fa6bc72-8f80-43ca-b46c-bf676c9409f8 | Clause:
None of the Seller or the Company has any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Brokers |
faa00d19-0061-4071-b400-2a0ca5fa339d | Clause:
Halo shall promptly submit to Client a written description of all Inventions generated or derived by or on behalf of Halo or any of its employees, contractors or agents in the course of performing the Manufacturing Services, including any Client Inventions and Broader Intellectual Property Rights. Client may d... | Label: Disclosures |
0a79c223-8a1b-4ebe-81a7-356a5e93c3a3 | Clause:
Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Waivers |
3cde74b7-c021-4b86-a4bc-ec42623667b6 | Clause:
Licensee shall keep, and shall require each Selling Party to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all royalty payment amounts payable under Section 3.1(d).
Task: Classify this clause into ONE of these types (exactly one l... | Label: Records |
5e9ab140-2200-4eec-919b-e20833752117 | Clause:
The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive's name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, ... | Label: Publicity |
aa7de7fc-3d79-4db3-a2a3-f82f0af3e551 | Clause:
This Agreement and the Change-in-Control and Retention Agreement are the entire agreement between you and the Company with respect to the subject matter herein and supersede all prior negotiations and agreements, whether written or oral, relating to this subject matter. You acknowledge that neither the Company ... | Label: Entire Agreements |
6967d0c9-e73e-4d8e-8bbd-ba2ec0ae747c | Clause:
Agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreement or covenants were not contained herein.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Severability |
a848e5ea-d108-4d28-abd4-25a41d6febd4 | Clause:
If any arbitrator or court of competent jurisdiction determines that Executive or the Company has violated any of Executive ’s or the Company’s respective promises or obligations contained in the Change in Control Agreement or this Release Agreement , then the injured party shall be entitled to recover, in ad... | Label: Enforcements |
b57dd5b8-7b0f-4a66-87dd-8beb119db10b | Clause:
Neither the execution nor the delivery by Rimlinger, nor the consummation or performance by Rimlinger of the transactions contemplated hereby or thereby will, directly or indirectly have a material adverse effect on Rimlinger.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: No Conflicts |
77ffc3c2-5e88-4834-ac8b-51e26be36d14 | Clause:
Notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control, the Board may, in its sole and absolute discretion and without the need for the consent of any Participant, take one or more of the following actions contingent upon the occurrence of that Change in... | Label: Change In Control |
a3f2cfe6-9926-4154-9ebc-d6081afa77fc | Clause:
In case any one or more of the provisions contained in this Letter Agreement will, for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability, will not affect any other provision of this Letter Agreement, and the Parties will negotiate in goo... | Label: Severability |
ff0d480a-2b77-4882-bca5-95caff5766c8 | Clause:
All covenants, representations and warranties made in this Agreement continue in full force until (a) this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations for which no claim has yet been made and any other obligations which, by their terms, are to su... | Label: Survival |
dbe6f97c-d0f8-48b0-b275-5d2946214dd8 | Clause:
The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations throu... | Label: Withholdings |
20fbd911-fb00-47d7-a321-9dbae6d59cce | Clause:
Each Party acknowledge and agree that during the Term each Party may be provided, and may otherwise come into contact, with confidential and proprietary information of the other Party and its affiliates and customers, including, but not limited to, customer lists, business plans, know-how, trade secrets, develo... | Label: Confidentiality |
e5fcfd0d-6a49-495e-8714-e64360753ffb | Clause:
In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Retirement Agreement shall continue in full force and effect without said pro... | Label: Severability |
ef780d77-3b5d-4c1b-8172-edc938517c06 | Clause:
All notices, demands or documents which are required or permitted to be given or served hereunder shall be in writing and shall be deemed sufficiently given when delivered or mailed in the manner set forth in the Loan Agreements, addressed to Borrower and Lender as provided in the Loan Agreement, and addressed ... | Label: Notices |
a48994d3-6ca1-4f66-8c7a-f803e2399f05 | Clause:
Except as set forth on Schedule 5.1(f) and normal collection actions, Seller has not received written notice of any litigation, action, suit, or arbitration pending against Seller, the Property or the transaction contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Litigations |
3b22d682-e9b7-439b-bd05-4d8dd2152097 | Clause:
Subject to the terms of this Section 3, all unvested Interests shall be immediately forfeited upon the Participant’s Termination for any reason.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Forfeitures |
a28266a9-ce5d-4fa5-86ce-7dfe8509c4df | Clause:
Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control, the Plan shall terminate and the total amount credited to each Participant’s Account shall be paid to him in a lump sum within thirty (30) days from the date of such Change in Control with the value of his Acco... | Label: Change In Control |
13b3f251-a332-4dde-9445-94389a2e564b | Clause:
The Optionee will pay to the Company any federal, state and local taxes of any kind (including Optionee’s FICA obligation and other related taxes, if any) required by law to be withheld with respect to any taxable event arising as a result of the exercise of the Option. The withholding requirements shall be sat... | Label: Tax Withholdings |
94097498-2236-4468-bcd5-90e88128691f | Clause:
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including the Executive, present and future, and any successor to the Company. Without the Company’s prior written consent, the Executive may not assign or delegate any or all rights, duties, obliga... | Label: Successors |
25d7633e-80f2-477d-bedb-f4e0f969389a | Clause:
In the event the Company proposes to offer or sell New Securities (the “ Offering ”), it shall give Castle Creek written notice of its intention, describing the price (or range of prices), anticipated amount of New Securities, timing, and other terms upon which the Company proposes to offer the same (including,... | Label: Notices |
6cbb5a54-4db3-4901-8bef-1fefb85fcf2f | Clause:
This Agreement may not be changed, modified, or amended except in writing signed by both Parties to 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, A... | Label: Amendments |
cbf053c9-79ef-4969-8bf3-8f30d538aee6 | Clause:
This Agreement may not be modified, amended, waived, extended, changed, discharged, or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, ... | Label: Modifications |
846e5d4e-33b9-4719-9b94-2489aec01a8b | Clause:
The Issuer hereby covenants to comply in all material respects with all applicable laws, rules and regulations and orders of any governmental authority, the noncompliance with which would have a material Adverse Effect or a material adverse effect on the business, financial condition or results of operations of... | Label: Compliance With Laws |
03908fd5-0a3b-4999-a0b8-d7176ba997e1 | Clause:
The Committee may grant Non-Qualified Stock Options and Restricted Stock Units to Non-Employee Directors from time to time as determined in its sole and absolute discretion, subject to any limitations set forth in Section 11.1(b).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: General |
98d4efc8-cf1e-469f-bb62-b32468f12ffa | Clause:
The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Headings |
33adcaa4-5a1f-41cf-8c8b-b7ee6ecd9897 | Clause:
This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State (except to the extent that mandatory provisions of Michigan law are applicable). The parties hereby irrevocably and unconditionally co... | Label: Governing Laws |
a127587a-45da-4bad-87f6-87653409650c | Clause:
Except as expressly set forth in this Agreement, all third-party fees, costs and expenses paid or incurred in connection with the provisions of this Agreement will be paid by the Party incurring such fees or expenses, whether or not the Distribution is consummated, or as otherwise agreed by the Parties.
Task: ... | Label: Expenses |
ce30f7cd-9d67-441a-83d4-176a75be58f5 | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each ... | Label: Erisa |
aa10123e-f23b-4f54-8c1a-eaa0a4181201 | Clause:
You will continue to be paid a base salary at the annual rate of $213,726, subject to payroll withholdings and deductions. Your base salary will continue to be paid in two equal payments per month in accordance with the Company’s regular payroll practices. As an exempt salaried employee, you will be expected to... | Label: Base Salary |
b783c0ef-2ccd-4e5c-a58a-a094de13c399 | Clause:
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counter... | Label: Counterparts |
c44dee9a-615e-4633-b778-ec906d3fa879 | Clause:
Neither the Company nor any Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proce... | Label: Use Of Proceeds |
2cf2b4f7-98eb-4ce8-99b1-0216df817ebb | 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 |
b10191fb-407c-4daa-9e13-a368c85426fd | Clause:
This Agreement and the other Credit Documents represent the agreement of Holdings, the Borrower, the Administrative Agent, the Collateral Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Collateral Agent, the Administr... | Label: Integration |
98dadbf7-2fc6-460d-94eb-f9cc4158de01 | Clause:
The headings of the Articles and Sections of the Plan are for reference only. In the event of a conflict between a heading and the contents of an Article or Section, the contents of the Article or Section shall control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Headings |
c5c3bf90-4b33-4a69-8d68-9559f636d750 | Clause:
This Agreement contains the entire agreement of the Executive, the Employer and any predecessors or affiliates thereof with respect to the subject matter hereof and all prior agreements, term sheets, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter ... | Label: Entire Agreements |
0f6e4680-6e0c-4435-bfcd-6f3259eecaae | Clause:
This Agreement shall not be effective until it has been executed and delivered by all parties hereto. This Agreement may be executed in any number of counterparts (including by facsimile or by .pdf delivered via email), each such counterpart when executed being deemed to be an original instrument, and all such ... | Label: Counterparts |
0017e795-fc07-4ca8-b688-c5efbff0a9b2 | Clause:
The representations and warranties contained in Article VI shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which representation and warranty shall be true and correct in all respects on and ... | Label: Warranties |
e0a4bcab-c29c-4fcc-aa1e-0de6b6e884f6 | Clause:
The Company agrees, to the maximum extent permitted by law, to defend and indemnify the Advisor, and its directors and officers, against and hold them harmless from any and all claims, suits, loss, liability, damage and expense (including reasonable attorney’s fees) asserted against Advisor by anyone other than... | Label: Indemnifications |
15d05d60-c3be-498f-828d-5861bda6f9ce | Clause:
Receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by a Responsible Officer of each Credit Party, each Refinancing Lender and the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Amendments |
79e085c0-3206-46f3-b19f-b7785507dda3 | Clause:
A modification election submitted in accordance with this Article VII is irrevocable upon receipt by the Plan Administrator and becomes effective 12 months after such date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Effective Dates |
28eb1270-6c1d-4cdd-823b-1fe03060b79b | Clause:
Buyer is a Limited Liability Company duly organized, validly existing in good standing under the laws of the State of New York and has all requisite power and authority to own its properties and conduct the business in which it is presently engaged.
Task: Classify this clause into ONE of these types (exactly o... | Label: Organizations |
fb3ad348-ceed-465c-9008-0ac626593035 | Clause:
This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by the Lender of the Loan and the execution and delivery to the Lender of the Note, and shall continue in full force and effect so long as all or an... | Label: Survival |
635e4cde-16f7-4785-892f-9f930c8f2a49 | Clause:
Except as otherwise disclosed by the Environmental Report, to Borrower’s Knowledge, (a) there are no Hazardous Substances or underground storage tanks in, on, or under the Property, except those that are (i) in compliance with Environmental Laws and with permits issued pursuant thereto (to the extent such permi... | Label: Warranties |
69cc84fa-8bd5-46b9-b7a9-936fdb3c7128 | Clause:
Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board of Directors of the Company or the Committee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Waivers |
e0bb989c-3b33-4939-a0f1-b64dd73b5178 | Clause:
Without duplication of any obligation of the Borrower under Section 10.2 or Section 10.3, in addition to amounts payable as provided herein, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Banks from and against any and all claims, demands, liabilities, damages, losses, costs... | Label: Indemnifications |
1dd2a051-76ec-4dfb-afcd-56ffce63dcb2 | Clause:
No delay on the part of either Party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right hereunder preclude other or further exercise thereof or the exercise of any other power or right. No waiver of this Agreement o... | Label: Waivers |
b517776b-4933-4e10-ad42-4bba24b7c043 | Clause:
The Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 15 , disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to a Borrower or any of its Subsidiaries that has bee... | Label: Disclosures |
b1436863-0fd6-464f-9f22-3fd5d1d078a2 | Clause:
These subordination provisions may not be amended, modified or supplemented without the prior written consent of each of the Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Amendments |
ec79b261-d3e1-41b9-ae9c-4e2c13a5236d | Clause:
All corporate actions on the part of Purchaser, its officers, directors and stockholders necessary for the authorization, execution and delivery of the Transaction Documents have been taken. Purchaser has the requisite corporate power to enter into the Transaction Documents and to carry out and perform its obli... | Label: Authorizations |
619a5cc3-2007-4474-b883-86c9770ac486 | Clause:
Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier and addressed, if to Executive, to Executive’s address set forth in the Company’s records, or if to... | Label: Notices |
db9766f8-e3dd-4b4b-bea7-d81c12f709f4 | Clause:
Except as provided otherwise in an Award Agreement, all notices and other communications required or permitted to be given under this Plan or any Award Agreement shall be in writing and shall be deemed to have been given if delivered personally, sent by email or any other form of electronic transfer approved by... | Label: Notices |
7a090fd4-3342-4339-8738-b1c5afa9095a | Clause:
Subject to Section 2.19 of this Agreement, prior to the transfer of any employee to or out of a Transferred H&N Subsidiary in connection with the implementation of the H&N Step Plan and prior to the Closing, Fermat and its Subsidiaries shall satisfy any and all obligations and requirements under the H&N Labor A... | Label: Notices |
a28adeb7-c126-4000-b02a-ac28e9cb1157 | Clause:
There is no material action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency o... | Label: Litigations |
48766f91-5880-4965-98df-5ef9d8b29fb1 | Clause:
If there is a Change in Control of the Company (as defined in the Plan ), then in the event of the Grantee’s Involuntary Termination Without Cause within two (2) years following the effective date of the Change in Control, all the outstanding Phantom Stock Units shall automatically become 100% vested and free o... | Label: Change In Control |
bfa6274e-751b-407a-ab01-efcecae638df | Clause:
The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or pur... | Label: Capitalization |
30a8d75a-383c-4924-86f3-10fd4fa182a9 | Clause:
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable ... | Label: Taxes |
e9e2001f-6280-4a5f-ae47-3ae01bb7d937 | Clause:
The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own or hold under lease its properties and assets and to carry on its business as now being conducted or as presently pr... | Label: Organizations |
b0c198f2-2c47-4a56-8859-d86a15caf012 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR RELATED HERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY). E... | Label: Waiver Of Jury Trials |
dd4bd3df-f22c-4fd2-81ba-5c363ff814e9 | Clause:
This Agreement in combination with the Term Loan Agreement, the Security Instruments (as such term is defined in the Term Loan Agreement) and any ancillary documents, represents the entire agreement of the Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, re... | Label: Entire Agreements |
22b334bd-a048-4928-aba9-8dd24786b8ca | Clause:
Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict any right of any Supporting Holder, Indenture Trustee or SAE or the ability of each of the Supporting Holders, Indenture Trustee or SAE to protect and preserve its respective r... | Label: Waivers |
c29a08e6-3961-4e10-b41d-51a421a40532 | Clause:
The parties agree to execute any further instruments and to take any further action as may reasonably be necessary to carry out the intent of this Agreement. Executive’s obligations under this Agreement are of a unique character that gives them particular value; Executive’s breach of any of such obligations wil... | Label: Specific Performance |
8c42fcd6-cf95-4443-a832-fa3daca0a935 | 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 an... | Label: Subsidiaries |
5b34e1c3-18b1-429a-a589-69333eb438b1 | Clause:
The interpretation, performance, and enforcement of this Description will be governed by the laws of the State of Texas, without giving effect to the principles of conflict of laws thereof and all parties, including their successors and assigns, consent to the jurisdiction of the state and federal courts of Tex... | Label: Governing Laws |
54d77018-7530-42d4-a0f7-4d0395ea6005 | Clause:
This Amendment shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal Laws of the State of Delaware applicable to contracts made in that state, without giving effect to any choice of law or conflict of law provision or rule th... | Label: Governing Laws |
9875406e-9aff-4f7c-a4b0-4f8e5654fcde | Clause:
All references in the Loan Documents to a Loan Document means such Loan Document as modified and supplemented by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Miscellaneous |
1760cbce-cb0b-44d3-b514-29f521fe0f95 | Clause:
This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective executors, administrators, personal representatives, legal representatives, heirs, and successors in interest.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Binding Effects |
d4545cce-41b2-451f-b7d0-2c59588bf8b5 | Clause:
Grantee understands, acknowledges, agrees and hereby stipulates that any and all actual, threatened or attempted violations of any and all covenants in this Agreement (including, without limitation, covenants in this Section 5), may cause the Company irreparable harm, which may not be compensated for by monetar... | Label: Remedies |
a4054406-874e-4052-8d9b-9a772dc75fe4 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of the Employee) and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be ... | Label: Assignments |
6c073f50-066a-48db-881f-e16ce4743425 | Clause:
Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Definitions |
c886809b-8b6c-4103-be2c-9ed96ffc0598 | Clause:
The Borrower will comply with all applicable laws, ordinances, rules, regulations, and requirements of Government (including, without limitation, the Employee Retirement Income Security Act of 1974, as amended (ERISA) and the rules and regulations thereunder) except where the necessity of compliance therewith i... | Label: Compliance With Laws |
dbcd85b8-75ef-4b66-8ce7-aa3333295971 | Clause:
You acknowledge that a waiver by Best Buy of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other award recipient.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Waivers |
5067bad2-2d17-4c7b-9405-f02913e0cff9 | Clause:
This Agreement shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and performed entirely within Delaware, without giving effect to conflict of law principles thereof. The parties agree that any a... | Label: Governing Laws |
79846b28-c5b6-42ce-820f-d8214238840d | Clause:
The Company may terminate Executive’s employment without Cause (as such term is defined in subsection (c) below), with Cause, or at the end of the term by non-renewal of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Terminations |
c302fd0a-b1cb-438a-a4ca-d9505c99cf4b | Clause:
Chief Financial Officer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitaliz... | Label: Positions |
92952bc2-b7d7-49d0-9f93-272032582b0b | Clause:
This Agreement may be executed in any number of counterparts and by different parties in separate 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. Signature pages may be detached from multiple separate co... | Label: Counterparts |
cf5e84b1-3419-40f3-8da7-8012b8c6fba0 | Clause:
If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible, and such provision shall be deemed inoperative to the extent it is unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however , that if any such pro... | Label: Severability |
f6c08431-df01-42f0-b476-552bfa52db48 | Clause:
Prior to a Change of Control, the Company shall have the right to amend the Plan from time to time, subject to Section 8.3, by an instrument in writing which has been executed on its behalf by the Administrator or by vote of the Board.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Amendments |
2792bb49-2e1d-4fc6-ad05-aec3f471d543 | Clause:
The Company desires to employ Executive, and Executive hereby accepts such employment and agrees to perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Employment |
f83cb1e1-5721-4ab6-b8db-bd3de8525949 | Clause:
All other terms and conditions as contained in the Expense Support Agreement shall remain unchanged and will continue to bind the Parties with respect to the transaction as contemplated therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Terms |
de8207a3-04db-48af-811a-590688c3cbfc | Clause:
All proceeds of the Loans shall be used as provided in Section 5.05 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefit... | Label: Use Of Proceeds |
5af8d92b-f2c5-4a98-9f31-069b011efc73 | Clause:
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 described in the SEC Reports as necessary o... | Label: Intellectual Property |
24b54635-dc40-4d0d-a849-07c512e3ef23 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties. This Agreement, once execut... | Label: Counterparts |
304ff632-19ac-4736-a893-4c59bc2f8ac9 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such ... | Label: Assignments |
31db8ce4-71d8-42c2-90fb-5a0345b56c4b | Clause:
This Guaranty may be executed in any number of counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Each Guarantor acknowledges and agrees that a telecopy transmission to the Administrative Agent or any Lender of ... | Label: Counterparts |
1705749a-7512-41ee-af79-51bc25ad3c11 | Clause:
Except (i) as disclosed in forms, reports, schedules, certifications, prospectuses, and registration, proxy and other statements filed with the Securities and Exchange Commission (“ SEC ”) by the Company since December 31, 2014 and prior to the date of this Agreement, (ii) as publicly disclosed by the Debtors w... | Label: Representations |
212ffb98-a26a-4271-83e3-932db6539a78 | Clause:
Participants will designate and from time to time may redesignate their Beneficiaries in such form and manner as the Administrative Committee may determine.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: General |
82e07e15-a87d-4396-bde0-7eeb6c9dfe7b | Clause:
This Agreement may be executed in counterparts, with the same effect as if both parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Counterparts |
c507d6d8-c97b-481c-8e53-ad7f32de9082 | Clause:
No failure by Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Lender in exercising the same, will operate as a waiver thereof. No waiver by Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by... | Label: No Waivers |
39bacd03-e580-4f29-8216-0ed59e791791 | Clause:
All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postage-paid, and registered or certified with return receipt requested or by deliv... | Label: Notices |
163080ed-34e0-430c-bb76-4dae7abdeba5 | Clause:
Unless otherwise defined herein, each capitalized term used in this Agreement and not defined herein shall be defined in accordance with the Restated Loan Agreement (as defined below).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Definitions |
9f270790-8c56-4441-8350-579d2a2642b6 | Clause:
This Agreement may not be amended, modified, repealed, waived, extended or discharged except by an agreement in writing executed by all parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Amendments |
95a5d6d2-e6f8-4c6b-b15d-2f82f68bd647 | Clause:
The provisions of this Agreement that contemplate performance after the Closing and the obligations of the parties not fully performed at the Closing (other than any unfulfilled closing conditions which have been waived or deemed waived by the other party) shall survive the Closing and shall not be deemed to be... | Label: Survival |
c7e49e57-4e58-4621-8e85-1a6109812951 | Clause:
(ff) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to whi... | Label: Indemnifications |
832f7e74-b5c7-4b71-a177-ba4e491b2197 | Clause:
This Agreement may be executed in two counterparts, each of which 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 Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Counterparts |
e362e2f6-e285-4d04-b48a-6472b7bfff60 | Clause:
Except with the approval of the Committee, Participant shall not disclose to any person, and shall preserve the confidentiality of, the performance vesting terms set forth in this Agreement. The foregoing restrictions on disclosure shall not apply to disclosures required by law or disclosures to the Participan... | Label: Confidentiality |
6f4429f1-a6f3-4980-9b20-34e0008c6b2d | Clause:
No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer or director of the Company as may be specifically designated by the Board. No waiver by either party hereto at any time of any bre... | Label: Miscellaneous |
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