id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
dff568e0-7040-46f3-a8fd-4c4251946fca | Clause:
The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA or employment tax obligation) required by law to be withheld with respect t... | Label: Tax Withholdings |
30d551ed-d5c5-427c-a735-6690d756b2e3 | Clause:
Parent is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or equivalent) under the Laws of the jurisdiction of its organization.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Organizations |
8099fe4e-e5ef-464d-8294-006907f45fdc | Clause:
This Assignment and Acceptance shall be delivered to the Administrative Agent with a processing and recordation fee of $[3,500.00] 12 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Fees |
6a846152-1885-49d7-a2c8-35c80937075e | Clause:
Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon vesting/settlement of the RSUs prior to the co... | Label: Compliance With Laws |
32ebd41a-6424-46dd-a7a9-ae6882d74d10 | Clause:
The Employee represents that the Employee has full power and authority to enter into this Agreement, and further represents that entering into this Agreement will not result in a conflict of interest with a party to any pending litigation relating to or against the Company, with attorneys representing a party t... | Label: Authority |
0a1ff43b-7e91-4d91-b78f-6c8ce4eedfff | Clause:
For avoidance of doubt, each International Revolving Credit Commitment Increase shall become a “Commitment”, each International Revolving Credit Commitment Increase shall be a “Loan”, and each lender thereunder shall be a “Lender” in respect of the International Revolving Credit Facility in each case for all pu... | Label: Effectiveness |
7f98b1e0-31e0-4b8c-bfa6-eba9e29e7946 | Clause:
Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service, addressed to the Company, at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932, attention: ... | Label: Notices |
dbe8f181-b4f3-4d1f-8ce6-6e89c1ce52e1 | Clause:
No waiver by either party of any breach by the other party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of any other provision or condition at the time or at any prior or subsequent time. This Agreement and the provisions contained in it shall not ... | Label: Waivers |
5d05a650-8e2a-4204-b948-90326f45c1f3 | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Section 23.2 of the Agreement shall apply to this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Governing Laws |
4ede5477-b353-4afc-83a9-6049d12d9bc7 | Clause:
By submitting a Description of Services Order, Customer agrees to take and pay for, and, by accepting the Description of Services Order, Data Foundry agrees to provide, the Service(s) during the Initial Term and for any Renewal Term, as specified in paragraph 2.2(b) below.
Task: Classify this clause into ONE o... | Label: General |
543d4cf4-bf63-43c1-99c7-d5e9b6b3ca01 | Clause:
An Employee whose employment is permanently terminated by the Company or a participating affiliate without Cause, or who voluntarily terminates employment for Good Reason within 90 days following the first occurrence of the condition constituting Good Reason, in either case outside the Protection Period, will b... | Label: Waivers |
f0f09735-33e3-4a7f-8abe-024ab4e96e2e | Clause:
Administrative Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document or the Environmental Indemnity Agreement by or through any trustee, co-agent, emp... | Label: Duties |
7a25ca08-0704-42dc-b714-d292e024a8d9 | Clause:
The invalidity or unenforceability of any provisions of this Letter Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Letter Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Letter Agreement in any ... | Label: Severability |
65522f3b-2f15-4935-9d71-f816b6e03911 | Clause:
THIS EIGHTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS EIGHTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Governing Laws |
b8e79422-b768-4203-ac64-9bde4b958706 | Clause:
The execution and delivery of this Agreement, and consummation of the transaction described in this Agreement, will not conflict with or constitute a default under (i) any contract, lease, or agreement to which Purchaser is a party or to which Purchaser is subject, (ii) any of Purchaser’s organizational documen... | Label: No Defaults |
b3c20743-2e66-48c3-9f33-71aef434f8eb | Clause:
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile, if sent during normal business hours of the recipient, or, if not, then on the next business ... | Label: Notices |
3c55f062-a50c-417a-8c6b-b428077f1611 | Clause:
This Agreement, the other Basic Documents and the other agreements and documents expressly referred to herein 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 hereto in respect of the subj... | Label: Entire Agreements |
95803dc6-5456-4356-bdc4-12a048e98eee | Clause:
On the Effective Date after giving pro forma effect to the transactions contemplated hereby including the Transactions, the Credit Parties and their Subsidiaries on a consolidated basis are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Solvency |
81c831c2-ae73-4d25-8f75-31d79a55d71e | Clause:
Except as set forth in the SEC Documents, 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 d... | Label: Intellectual Property |
645ad8ad-83d9-494e-8e27-b4d8a212d533 | Clause:
If, during the Protected Period following each Change in Control, the Executive’s employment is terminated either (i) by the Company (other than for Total Disability or Cause) or (ii) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided in this Section 3 (collectively ... | Label: General |
4b631efb-7461-48d7-9049-aadf891f723e | Clause:
Holder shall not issue any press release or otherwise make any public statements with respect to the transactions contemplated herein without the prior written approval of Kalyx and Company (not to be unreasonably withheld, conditioned or delayed). Holder hereby authorizes Kalyx and Company to publish and discl... | Label: Publicity |
0cf454c3-1862-4e5f-9e6b-94c55b11dd88 | Clause:
This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to t... | Label: Miscellaneous |
168e3e49-1d1d-4741-87d5-876b6f324de9 | Clause:
Each of the Borrower and Guarantors has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Amendment and the other Loan Documents as amended hereby and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of t... | Label: Authority |
b26c77e4-9d9e-4279-9fc0-105b62605932 | Clause:
The headings in this Agreement are for convenience and reference only and shall not limit or otherwise affect the meaning hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Headings |
c33e5659-7dcd-40b0-a442-1bbea1fbef39 | Clause:
Buyer shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been ... | Label: Consents |
06929fbf-cbcf-4520-9d02-b4437f2e2dff | Clause:
The provisions of the Agreement (including Exhibit A) are severable and the validity or unenforceability of any provision shall not affect the validity or enforceability of any other provision, with the following exception. If a court rules in an action to which you are party that the provisions of Section I (2... | Label: Severability |
7845836f-04f2-4544-becd-064307e2f7d5 | Clause:
The contents, but not the mere existence of this Agreement are and shall be kept confidential by the Parties.
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: Confidentiality |
ee8f434d-bdd6-4728-8cb2-05300fb3f60b | Clause:
Subject to the Intercreditor Agreement, E e ach Obligor agrees that from time to time (at the expense of such Obligor) upon the written request of the Administrative Agent, such Obligor will execute and deliver such further instruments and documents and do such other acts and things as the Administrative Agen... | Label: Further Assurances |
ea20a7b0-03ea-48e9-8653-81487cd839fd | Clause:
No representations or warranties by Buyer or its respective Affiliates in this Agreement or the Collateral Agreements to which they are a party, nor any document, exhibit, written statement, certificate or schedule heretofore and theretofore or hereinafter and thereinafter furnished to Seller pursuant hereto an... | Label: Warranties |
af2371f6-f4b3-429e-955a-dbbaa3b1c740 | Clause:
No investigation, action or proceeding is pending and, to FVE’s Knowledge, no action or proceeding is threatened and no investigation looking toward such an action or proceeding has begun, in respect of FVE or any of its subsidiaries which (a) questions the validity of any of the Transaction Documents or any ac... | Label: Litigations |
6fa4bac2-c4dd-47bb-9396-decf896b1d84 | Clause:
This Agreement shall commence effective as of January 31, 2017 and continue until December 31, 2018, subject to the Executive’s re-election to the Board by the stockholders of the Company (the “Term”). Notwithstanding the foregoing, in the event a Change in Control (as defined in Section 5(c)) occurs during the... | Label: Terms |
6ad633ee-4415-4cb4-a5ed-ba842c3889b3 | Clause:
This Accession 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 one and the same agreement. Delivery of an executed co... | Label: Counterparts |
93bea817-4517-4848-a835-567b6882ff2d | Clause:
It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan, all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Pl... | Label: Duties |
aa4830e1-5121-4769-8c99-eae6b55db589 | Clause:
All communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on Exhibit VI hereto or at such other addre... | Label: Notices |
ef1edae6-79ad-4741-a218-dee66805e993 | Clause:
This Agreement shall become effective (other than Sections 2.01 and 2.16, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Borrowers and the Agent and when the Agent shall have been notified by each Initial Lender ... | Label: Binding Effects |
d0c2a850-08b5-492d-a36a-6bc34001911f | Clause:
Any term or provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of this Ag... | Label: Severability |
5f76a9a0-6bc7-4421-9a2c-95a828b362c0 | Clause:
The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any "Secti... | Label: Headings |
2af955a4-38cb-4c2e-aa9a-f6847e3b7af2 | Clause:
This Agreement may not be amended or revised except by a writing signed by the parties.
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, Ba... | Label: Amendments |
ea712052-dc46-4597-9694-0600ce4e4d55 | Clause:
The issuance of certificates for shares of the Common Stock on conversion of this Note, transfer agent fees, opinions of counsel and costs of enforcement of this Note shall be paid by Company or made without charge to the Holder hereof, such as for any documentary stamp or similar taxes that may be payable in r... | Label: Expenses |
571e9806-e19b-45e3-9b27-fb084c3c206f | Clause:
This Lease may be executed in any number of counterparts, each of which shall be a valid and binding original, but all of which together shall constitute one and the same instrument. Executed counterparts of this Lease or any amendment hereto may be delivered by electronic or facsimile transmission.
Task: Clas... | Label: Counterparts |
d774c402-f76f-4349-9cee-b98843ae944a | Clause:
The Company’s rights and obligations under this Agreement may not be assigned to any entity other than an Affiliate without the Executive’s consent. The Executive’s duties, responsibilities, authorities, compensation, and benefits are personal to the Executive and may not be assigned to any person or entity wit... | Label: Assignments |
c49821cc-1b02-4254-a8db-b28c3fd7a7bb | Clause:
The Company hereby employs Florsheim, during the term of this Agreement, in an executive and managerial capacity, to supervise and direct the operations of the Company as they are now or may hereafter be constituted. Florsheim shall have such title and responsibilities as the Company’s Corporate Governance and ... | Label: Employment |
9c1260ad-4dad-42da-8977-70497c697082 | Clause:
This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement . This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the... | Label: Entire Agreements |
c8baee9c-6c4b-4321-b0e5-8d11b06938f2 | Clause:
Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors, and accountants, incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses.
Task: Class... | Label: Expenses |
409e2f62-7065-4240-a80a-f68876a99819 | Clause:
A bodily injury, disease or mental condition which prevents the individual from engaging in any employment or occupation for wage or profit on a continued and permanent basis for the remainder of the individual’s life, for which such individual is eligible for and receiving a disability benefit under Title II o... | Label: Disability |
c081adb4-e65a-411d-a821-c5cf65f76cf8 | Clause:
Seller and Guarantor shall timely file all tax returns that are required to be filed by them and shall timely pay and discharge all Taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property, except for any such Tax, assessment, charge or levy the p... | Label: Taxes |
28543442-5d72-4432-b00a-80314872d101 | Clause:
With respect to the FVE Parties, all representations and warranties of the SNH Parties in this Agreement and in each other Transaction Document entered into, or to be entered into at such Closing, with respect to such Property shall be true, correct and complete in all material respects (or in all respects to t... | Label: Representations |
e89db162-48e6-4a06-8b98-f45f5437b6dd | Clause:
Each party shall use reasonable efforts to take, or cause to be taken, all actions necessary or desirable as requested to consummate and make effective the transactions contemplated by this Agreement. If any further action is necessary or desirable as requested to carry out the purposes of this Agreement, each ... | Label: Further Assurances |
94f4ff88-f9b1-4844-aa22-1b07ba2876f8 | Clause:
Any dispute or controversy arising under or in connection with this Agreement which cannot be resolved informally by the parties shall be submitted to arbitration and adjudicated in Washington, D.C. pursuant to the commercial rules (single arbitrator) of the American Arbitration Association then in effect. The ... | Label: Arbitration |
4cab48f8-459d-48f5-a1cd-e497426a8d89 | Clause:
This Agreement is personal in nature and neither of the parties hereto shall, without the written consent of the other, assign or otherwise transfer this Agreement or its obligations, duties and rights under this Agreement; provided, however, that in the event of the merger, consolidation, transfer or sale of a... | Label: Assignments |
1bdc5e60-8277-4031-b363-18f0179d89e3 | Clause:
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of th... | Label: Adjustments |
234dd8e8-5648-499b-9d43-32a2f51e6826 | Clause:
No public announcement or disclosure will be made by any party with respect to the subject matter of this Agreement or the Contemplated Transactions without the prior written consent of the Buyer and the Sellers’ Representative; provided , however , notwithstanding anything to the contrary herein or in the Conf... | Label: Publicity |
dcbb58ab-000d-403f-9e50-66597673b805 | Clause:
All amounts due under this Section 11.04 shall be payable not later than ten Business Days after demand therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Payments |
30eff49f-aa6d-40a5-b456-1281e93a7077 | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, PROCEEDING, OR CAUSE OF ACTION ARISING IN WHOLE OR... | Label: Waiver Of Jury Trials |
b20a86f7-d41b-45d7-acc7-2973f6facd55 | Clause:
Each of the parties hereto will, without additional consideration, execute and deliver such further instruments and take such other action as may be reasonably requested by any other party hereto in order to carry out the purposes and intent of this Agreement.
Task: Classify this clause into ONE of these types... | Label: Further Assurances |
760e7cc6-0b17-423e-b9a6-0285e1f94140 | Clause:
The sole jurisdiction, venue and dispute resolution procedure for all disputes, controversies or claims (whether in contract, tort or otherwise) arising out of, relating to or otherwise by virtue of, this Agreement, breach of this Agreement or the transactions contemplated by this Agreement shall be the federal... | Label: Submission To Jurisdiction |
1a990868-cc7d-49cb-a1aa-b85e3ddfa469 | Clause:
If any payment is not paid within ten (10) days of when due under this Note or any of the other Loan Documents, Borrower agrees to pay to Lender a late payment fee of five percent (5%) of the payment amount with a minimum fee of $20.00. After an Event of Default, Borrower agrees to pay to Lender a fixed charge ... | Label: Fees |
85335a5c-aa55-4fb4-9c1b-6d0fdd0e726c | Clause:
If any provision of this Agreement, or application thereof to any person, place, or circumstance, will be held by a court of competent jurisdiction to be unenforceable, such provision will be enforced to the greatest extent permitted by law and the remainder of this Agreement will remain in full force and effec... | Label: Severability |
ed9b2239-d492-43fe-ab31-bfb4a534eb34 | Clause:
Without prejudice to the rights and remedies otherwise available to the parties, the Company shall be entitled to equitable relief by way of injunction if Purchaser or any other h older of the Shares breaches or threatens to breach any of the provisions of this Section 5.1 .
Task: Classify this clause into ONE... | Label: Remedies |
e9957261-62b8-4e01-85a5-50f85ded78d0 | Clause:
All payments made pursuant to this Agreement are subject to all applicable tax withholdings.
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, Authorization... | Label: Tax Withholdings |
15a818c9-3643-4f1b-9c60-ba5d1ebfed93 | Clause:
Employee hereby represents and warrants that (A) Employee has not filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Release es , nor has Employee agreed to do any of the foregoing, (B) Empl... | Label: Representations |
c7b38366-15d1-4a00-8fb3-38c0ed8d281f | Clause:
The execution, delivery and performance of this Agreement has been duly authorized by each Stone Noteholder. This Agreement, when executed and delivered by each Stone Noteholder in accordance with the respective terms hereof, shall constitute a valid and binding obligation of such Stone Noteholder, enforceable ... | Label: Authorizations |
09a6921a-b01b-4e85-a38b-0a8dcdda104d | Clause:
Regardless of whether the Spin-Off is consummated, except as otherwise expressly provided in the Transaction Agreements, each of the Parties will pay its own expenses incident to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Expenses |
1ea41299-744f-45c1-8b52-e46c9ec0e0c3 | Clause:
Employee agrees that Employee will not, at any time in the future, make any critical or disparaging statements to any third parties (including, without limitation, any print or broadcast media) or through any form of social media about the Company, including all of its subsidiaries, divisions, and affiliated en... | Label: Non-Disparagement |
c9111258-26b3-4d3b-a690-3b79b5bb7a57 | Clause:
Employee’s base salary from the Commencement Date through February 28, 2018 shall be at Employee’s current annual rate (“Base Salary”). Base Salary, less normal deductions, shall be paid to Employee in accordance with the Company’s regular payroll practices in effect from time to time. Base Salary shall be revi... | Label: Base Salary |
51f13fc6-4c50-4e98-8e4a-d090b637f380 | Clause:
Except as set forth on Schedule 6.1(i) , there are no actions, suits, investigations or proceedings pending (nor, to the knowledge of the Borrower, are there any actions, suits or proceedings threatened) against or in any other way relating adversely to or affecting the Borrower or any of its Subsidiaries or an... | Label: Litigations |
28ea6081-12f9-4ca0-843c-45727ff26200 | Clause:
Subject to the terms and conditions hereof, the Executive shall continue to serve as Executive Vice President and Chief Operating Officer of the Company, reporting to the Chief Executive Officer of the Company and the Board of Directors (the “ Board ”) of the Company. The Executive shall have such duties and r... | Label: General |
fa3530c3-0092-40dd-b549-ae45e9cfca90 | Clause:
There is no action, suit, proceeding or investigation pending, or to its knowledge threatened, against such Originator before any Governmental Authority: (i) asserting the invalidity of this Agreement or any of the other Transaction Documents, (ii) seeking to prevent the consummation of any of the transactions ... | Label: Litigations |
7944552c-1f6e-48d8-b8ae-46244daa53fa | Clause:
The Company shall (i) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company) incurred in pursuing and conduct... | Label: Expenses |
cb94d513-bd47-4db6-b3e7-b51c9f6d6a3d | Clause:
As a condition to the payment of any severance benefit hereunder, including the Severance Benefits, Employer, in its sole discretion, may require Employee (or Employee’s executor, legal guardian, or other legal representative in the case of the Employee’s death or Permanent Disability) to first execute and not ... | Label: Releases |
5c9e5fba-1cd9-4fc8-a2c4-0c4027bf9e90 | Clause:
This Agreement and the Second Amended Note represent the entire agreement and understandings between the parties hereto concerning the Second Amendment and the other matters described therein and supersedes and replaces any and all prior agreements and understandings.
Task: Classify this clause into ONE of the... | Label: Entire Agreements |
665b4595-7760-4816-947e-eb22d01d3345 | Clause:
No delay of Secured Party in exercising any power or right shall operate as a waiver thereof; nor shall any single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any other power or right. No waiver by Secured Party of any right hereunder or of any default... | Label: Waivers |
fd453683-09fb-4b74-8082-7c7b4ad8c0bd | Clause:
Any Termination of Employment shall not affect the continuing operation and effect of Sections 5 through 19 hereof, which shall survive the Termination of Employment and continue in full force and effect with respect to the Company and Executive. Sections 5 through 19 hereof shall also continue in force and eff... | Label: Survival |
07b049a9-5758-46e9-9c8d-718c5945b492 | Clause:
This Amendment is the result of negotiations between the Parties, has been reviewed by counsel to each of the Parties, and is the product of all Parties hereto. Accordingly, this Amendment shall not be construed against any Party merely because of such Party’s involvement in the preparation hereof.
Task: Class... | Label: Interpretations |
98162888-9da5-486d-9000-df8c74701a65 | Clause:
Except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect, the Borrower will, and will cause each Subsidiary to, (i) comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject (including, withou... | Label: Compliance With Laws |
a9cc68bf-f48a-45b3-875c-d457054db4d3 | Clause:
Except as set forth on Schedule 7.2(f) , Seller’s Designated Representative has not received written notice from any governmental authority of any violation of any Law applicable to Seller or the Hotel, including without limitation, any zoning, environmental, labor or employment laws, that has not been correcte... | Label: Compliance With Laws |
0ad00990-503c-4c95-ac90-7d35d61167e9 | Clause:
Each Borrower Party and each Subsidiary thereof (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to its knowledge, threatened attack ... | Label: Compliance With Laws |
3bfd30ac-af05-42eb-9602-af3bb606c32f | Clause:
Each Guarantor agrees to pay, on demand, all reasonable and documented out-of-pocket attorneys’ fees and all other reasonable and documented out-of-pocket costs and expenses which may be incurred by the Beneficiaries in the enforcement of this Guaranty or in any way arising out of, or consequential to the prote... | Label: Costs |
4ac0bf83-436b-4d6a-984c-99049d71cac3 | Clause:
No delay or failure on the part of the Administrative Agent, any Lender or any Issuing Bank, in the exercise of any power, right or remedy under any Credit Document shall operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise thereof preclude any other or furt... | Label: No Waivers |
30390223-244a-4511-8084-7e83cc28c419 | Clause:
Copies of all material licenses, consents, authorizations and approvals of, and notices to and filings and registrations with, any Governmental Authority (including all foreign exchange approvals), and of all third-party consents and approvals, necessary in connection with the making and performance by the Obli... | Label: Approvals |
bbe2a360-6856-4784-9899-484d0de1d27b | Clause:
This Agreement and, to the extent requested by any Lender, a Note made payable to such Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizati... | Label: Agreements |
6a3050cd-964e-4e2a-962d-aa42b8d02a82 | Clause:
The provisions of the Plan applicable to a Change in Control (as described in Section 11 of the Plan) or other corporate transaction, shall apply to the Restricted Stock Units. Notwithstanding anything in the Plan to the contrary, in no event shall the Committee exercise its discretion to accelerate the payment... | Label: Change In Control |
6fc7cc89-83ff-4188-9854-6d56b4557688 | Clause:
The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. The headings of sections of this Amendment are for convenience of reference only and shall not affect its meaning or c... | Label: Construction |
75eb4965-dba4-442b-917b-38457d7bf325 | Clause:
The execution and delivery of this Agreement, and the consummation by the Company of the transactions contemplated hereby, have been duly and validly approved in accordance with all requirements and procedures applicable to the Company, and no other proceedings on the part of the Company are necessary to approv... | Label: Authorizations |
4ad3dd94-faf7-495d-b3dd-5e0bf1997a41 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure 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 Bank status o... | Label: Releases |
7fc4d34c-81f4-4086-9c8d-91b4e833eb73 | Clause:
Except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, each of the Company and its Restricted Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full ... | Label: Compliance With Laws |
3a73d5c2-34b7-4b2a-a30d-baa2d92220ca | Clause:
The parties agree that all of the terms and conditions of this Agreement are strictly confidential and that none of the parties shall, without prior written consent of the other, in any manner, publish, publicize, suggest, disclose or otherwise make known, permit, or cause to be made known to any third person t... | Label: Confidentiality |
13631c44-11a6-4013-a45f-230460e9e12b | Clause:
The unpaid principal amount of each Portion of the Loans shall, subject to the following sentence and Section 2.7(f) , bear interest at the applicable Interest Rate. If at any time such rate of interest would exceed the Maximum Rate but for the provisions thereof limiting interest to the Maximum Rate, then any ... | Label: Interests |
1535840a-e11c-4d04-a288-949f4f6f5776 | Clause:
Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between Borrower and Lender, or any other parties, pertaining to the ... | Label: Modifications |
a766c41a-bca7-4ac9-9081-e7480f4c9f7e | Clause:
The Award is granted pursuant to the Plan, and shall be considered an “Other Award” for purposes of the Plan. Except as expressly provided otherwise herein, all applicable terms, provisions, and conditions set forth in the Plan and not set forth herein are hereby incorporated by reference herein. All capitalize... | Label: Defined Terms |
89d53dc5-3a7b-415b-a496-556e3700822f | Clause:
After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Auth... | Label: No Defaults |
3d63222c-24b9-45e2-a813-a17198a50a71 | Clause:
Such Party (a) has the requisite power and authority and the legal right to enter into this License Agreement and to perform its obligations hereunder; and (b) has taken all requisite action on its part to authorize the execution and delivery of this License Agreement and the performance of its obligations here... | Label: Authorizations |
7952f562-0d37-46cb-8aef-2bed8ff8b5b6 | Clause:
Seller maintains insurance policies or other arrangements with respect to the Business and the Publishing Assets consistent with its practices for other business units, and will maintain such policies or arrangements until the Effective Time.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Insurances |
c4894fb5-1a70-40c8-a39a-56c1f0beeb8e | Clause:
Subject to Section 8.1 of the Plan, upon any distribution of Ordinary Shares in respect of the Share Units, the Company shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair marke... | Label: Tax Withholdings |
a1ef519b-e681-42c2-852a-fae2ebb81c2d | Clause:
The Company and this 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, Assign... | Label: Governing Laws |
2da03000-42a0-481f-8d65-40867437afdc | Clause:
Each Seller is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Subject to any limitations that may be imposed on such Seller as a result of filing a petition for relief under the Bankruptcy Code, each Seller has the requisite corporate or ... | Label: Organizations |
e7c6e803-f484-4d4c-af30-35ce977a4f6b | Clause:
Employee shall receive a base salary of Two Hundred Seventy-Five Thousand and 00/100 Dollars ($275,000), payable in regular and equal installments in accordance with the Company’s regular payroll schedule and practices (“Base Salary”).
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Base Salary |
4359a7ff-5811-4d59-802f-4ed87390f20e | Clause:
This Agreement may be executed in any number of counterparts, which together shall constitute one and the same instrument. Delivery of a signature page hereto by facsimile transmission or other method of electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.
Task: ... | Label: Counterparts |
86b66db6-f349-47d1-8d17-972ce30c1883 | Clause:
Each Lender delivering an executed counterpart of this Amendment hereby irrevocably waives its right to receive any payments under Section 3.05 of the Credit Agreement as a result of its Term Loans being repaid on the Amendment No. 4 Effective Date and not on the last day of the Interest Period applicable there... | Label: Waivers |
47013fde-3035-4261-8ba1-8a4edd3e3a5a | Clause:
Other than as has been previously disclosed to and approved by Lender in writing, no litigation, claim, investigation, administrative proceeding, or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may have a material adverse effe... | Label: Litigations |
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