id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
aa36254e-a37c-4da6-84d3-3c7e35a82ab7 | Clause:
If a dividend or other distribution will be declared upon the Stock, payable in shares of Stock, the number of shares of Stock then subject to any outstanding Award or by reference to which the amount of any other Award is determined and the number of shares that may be issued or delivered under the Plan will b... | Label: Adjustments |
21576024-0b9a-4fd6-accd-8cac850085d4 | Clause:
This Guaranty is a continuing, absolute, unconditional and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and the Commi... | Label: Terminations |
d503d760-1a89-4bf8-83ae-c8863d7d944b | Clause:
Bank shall have received evidence reasonably satisfactory to it that the Loan Parties have obtained the insurance policies required by the Loan Documents, including but not limited to Section 8.3 hereof and that such insurance policies are in full force and effect.
Task: Classify this clause into ONE of these ... | Label: Insurances |
9c68055c-4c39-4216-9698-c98cb26bd5f0 | Clause:
This Agreement may be amended only by an instrument in writing executed (except as otherwise set forth in this Section 17.5) by Producer and Gatherer and expressly identified as an amendment or modification.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Amendments |
1718169d-bc97-4c4a-8817-e27900720f34 | Clause:
Except as expressly provided herein, any Restricted Stock Units that have not vested at the time you cease to be employed by RLHC or one of its Affiliates will be forfeited and automatically transferred to and reacquired by RLHC at no cost to RLHC.
Task: Classify this clause into ONE of these types (exactly on... | Label: Forfeitures |
d449efd1-541f-4125-b459-a991d24d7992 | Clause:
The headings in this Agreement are for convenience purposes and shall be ignored for purposes of enforcing this Agreement, do not constitute a part of this Agreement, and may not be used by any party hereto to characterize, interpret, limit or affect otherwise any provision of this Agreement.
Task: Classify th... | Label: Headings |
0e8f3e71-e443-4fcb-9397-0a0bd6f2fcac | Clause:
All of the direct and indirect Subsidiaries of the Company are set forth on Exhibit 21.1 to the Company’s most recent Form 10-K. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding sha... | Label: Subsidiaries |
fafd0447-5c25-4cf4-9a03-903359f6f387 | Clause:
Employee represents that Employee’s performance of all of the terms of this Agreement does not and will not conflict with or breach any agreement Employee has with any other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: No Conflicts |
f3572f49-9d17-4e0d-a02f-6aed77aa24e8 | Clause:
Unless otherwise stated in this Amendment (a) terms defined in the Credit Agreement have the same meanings when used in this Amendment, and (b) references to “ Sections ” are to the Credit Agreement’s sections.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Terms |
6b3fe115-0a1b-4e5c-987a-5c71b5de9196 | Clause:
If the Employer terminates Executive’s employment during the Employment Period because of Executive’s Disability, the Employer shall pay or provide the following: (i) Executive’s Base Salary due through the Date of Termination, (ii) a Pro Rata Bonus at the time other executives of the Employer receive annual bo... | Label: Disability |
07719cd2-8e4e-44eb-94e1-38a4145ff8f1 | Clause:
This Agreement may be amended by action of all the parties, by action taken or authorized by their respective Boards of Directors, but no amendment shall be made which the DGCL requires further approval by the shareholders of the Company without such further approval. This Agreement may not be amended except by... | Label: Amendments |
447ffb6c-cf1b-4a60-aa18-afc6748c68ac | Clause:
From time to time, as and when requested by any Party, the other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further actions as such other Party may reasonably deem necessary or desirable to carry out t... | Label: Further Assurances |
e052ce43-4225-4cb7-9834-69fd9e9a4910 | Clause:
This Agreement and the Notes shall be governed by, and construed in accordance with, the law of the State of New York; provided, that the laws of Delaware shall govern in determining (i) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, (ii) whether a Target... | Label: Governing Laws |
ed58bad4-0386-4685-b591-739c4debcd61 | Clause:
All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive under this ... | Label: Assignments |
e85445ce-4ca6-498a-bcef-b07eb1ae4138 | Clause:
The Company and its Subsidiaries have filed all federal tax returns and all other material tax returns required to be filed and have paid all taxes due, except (i) such taxes, if any, as are being contested in good faith and for which adequate reserves have been provided or (ii) to the extent that the failure t... | Label: Taxes |
2b03a845-9ab9-4e60-88f0-56014ff581ac | Clause:
MPS shall perform its obligations under this Agreement in a manner that complies with all applicable Laws.
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,... | Label: Compliance With Laws |
4be89928-2959-4bf5-91d2-82a0f43e9f73 | Clause:
Construction, validity and administration of this Plan shall be governed by applicable Federal law and applicable state law in which the principal office of the Plan Sponsor is located, without regard to the conflict of law provisions of such state law. If any provision shall be held by a court of competent jur... | Label: Governing Laws |
d972acd5-4ad5-4fb4-997e-a8ba3037e5fa | Clause:
This Agreement and all documents referred to herein shall be governed by and construed and interpreted in accordance with the laws of the state where the Property is located.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Governing Laws |
d1a9375b-84cb-4705-b4c8-bd45ec4c94fb | Clause:
All of the covenants or other agreements of the parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance. The representations and warranties ... | Label: Survival |
e454c3fa-84f6-45e7-9cc6-a95d0c41d5a7 | Clause:
Lenders will be permitted to sell participations with voting rights limited to significant matters such as changes in amount, rate, maturity date, releases of all or substantially all of the Collateral or all or substantially all of the value of the guaranty of the Borrowers’ obligations made by the Guarantors.... | Label: Participations |
df3a250f-19da-4ad8-a7f8-c3a10b8fce01 | Clause:
Optionee acknowledges and agrees that a breach of any of the promises or agreements contained in this Section 12 will result in immediate, irreparable and continuing damage to the Company for which there is no adequate remedy at law, and the Company or an Affiliate will be entitled to injunctive relief, a decre... | Label: Remedies |
1fe0234b-202b-44dd-b166-d03b00354fd5 | Clause:
This Second Amendment may be executed in multiple counterparts, and each counterpart when fully executed and delivered shall constitute an original instrument, and all such multiple counterparts shall constitute but one and the same instrument. Emailed and/or faxed counterparts and/or signatures are acceptable.... | Label: Counterparts |
8d5eb6cd-bd14-4ccc-97d0-dc8cc7c34eaf | Clause:
The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at the Borrower’s expense and upon reasonable prior notice, to visit and inspect any of the Unencumbered Pool Properties (subject to the rights of tenants under leases), to examine the books ... | Label: Books |
83b37228-2208-42d1-8f8e-84a66e7d6d9d | Clause:
The execution, delivery and performance of this Agreement and the other Loan Document by each Loan Party party thereto (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force... | Label: No Conflicts |
c107bdaf-4b6d-45d6-9ad4-71f74b3ae011 | Clause:
Such Seller is the record and beneficial owner of the outstanding Shares set forth opposite such Seller’s name on Exhibit A hereto, and has good and marketable title to such Shares, free and clear of all Encumbrances. Such Seller has full right, power and authority to transfer and deliver to the Buyer valid tit... | Label: Titles |
a58e4095-fd77-4bf6-bdf7-9d8d8fc0ae8d | Clause:
The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors (or similar governing body) of each Credit Party approving the Loan Documents to which such Credit Party is or may become a party, and of all documents evidencing other necessary corporate or other organiz... | Label: Approvals |
c7bd0cc7-4d08-4cba-b4d0-186748180d53 | Clause:
Except as otherwise provided herein, and unless the context shall clearly require otherwise, all words and terms used in this Ninth Amendment that are defined in the Composite Lease Agreement, the Special Facility Ground Lease Agreement and the Special Facility Lease Agreement shall have the respective meanings... | Label: Definitions |
aae586b1-7f0b-4430-8983-27b3c48ba612 | Clause:
Each Party shall carry out its obligations under this Agreement in material compliance with all applicable Laws, including, without limitation, (a) the Food, Drug and Cosmetic Act and any applicable implementing regulations, and relevant foreign equivalents thereof; (b) GMPs; (c) all other applicable FDA guidel... | Label: Compliance With Laws |
7540ad47-4608-40b2-b3f8-56ce61d3523f | Clause:
Except as otherwise defined in this Amendment, terms defined in the Amended Credit Agreement are used herein as defined therein. The applicable interpretive provisions of the Amended Credit Agreement shall apply to this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Definitions |
05bae009-4364-4fd4-8517-b5bd526d730c | Clause:
Each party hereto (other than any Lender that is an agency of a Governmental Authority) hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of t... | Label: Submission To Jurisdiction |
50773d7f-7566-4863-b70b-d217857137d4 | Clause:
This Option Agreement shall be governed by the applicable Code provisions to the maximum extent possible. Otherwise, the laws of the State of Florida (without reference to the principles of conflict of laws) shall govern the Option and the rights of the Optionee.
Task: Classify this clause into ONE of these t... | Label: Governing Laws |
591b1d32-4608-4eb7-9067-9d4011e2b3f4 | Clause:
Manager will (a) maintain the Records for engineering, design, accounting, tax, regulatory, land and such other matters as are generally necessary for the conduct of the business of Owner, (b) assist and support Owner in general planning and budgeting activities and (c) coordinate and manage Owner’s reporting r... | Label: General |
45628460-baa2-46c3-a0a9-fe48acb4d335 | Clause:
On one or more Closing Dates, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each of the Purchasers, severally and not jointly, agrees to purchase the Units for an ag... | Label: Closings |
b5beb948-fc12-4f88-99dd-227a664baeda | Clause:
The failure of a party to insist upon strict adherence to any term of this Plan on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Plan.
Task: Classify this clause into ONE ... | Label: No Waivers |
9a3ab2ad-b927-4832-b9ce-901ac7be6ab9 | Clause:
The closing of the Transactions hereunder (the “ Closing ”) shall occur as promptly as practicable (but in no event later than the third (3rd) Business Day following the satisfaction or waiver of the conditions precedent set forth in Article VI of this Agreement (other than those conditions that by their terms ... | Label: Closings |
cd88f992-3aa8-4d23-90f3-7241a6d8aa6c | Clause:
(a) The Loans comprising each Base Rate Revolving Borrowing shall bear interest at the Base Rate plus the Applicable Rate.
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: Interests |
f8ee07f2-98e4-4dd2-a911-ae5303bc4008 | Clause:
In accordance with Section 11 of the Plan, Executive agrees to remit to the Company an amount sufficient to satisfy federal, state and local taxes (including the Executive’s FICA obligation) required to be withheld with respect to the vesting of the Shares, or otherwise to satisfy such obligation as permitted u... | Label: Withholdings |
7a6fff91-dfc9-4332-860e-fd2bb9e9ce28 | Clause:
LBIO may assign or transfer this Agreement without the prior written consent of but with written notice to MD Anderson promptly following consummation of the relevant transaction. MD Anderson hereby acknowledges and agrees that the rights and obligations hereunder are of a personal nature and, therefore, neithe... | Label: Assignments |
8e507d16-b27c-43a0-a4da-353c9918b463 | Clause:
Lender shall have received reimbursement from Borrower for Attorney Costs incurred through the date hereof.
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... | Label: Expenses |
ab33c388-5ea0-4946-84b2-87220e79c89b | Clause:
Participants in the Plan shall be selected by the Committee from among those Eligible Employees who, in the opinion of the Committee, are Eligible Employees in a position to contribute to the Company’s continued growth and development and to its long-term financial success.
Task: Classify this clause into ONE ... | Label: Participations |
41e2b03a-fe1f-4ae2-bddc-65f4bb5be3bc | Clause:
This Agreement shall be governed by and interpreted under the laws of the State of California applicable to contracts made and to be performed entirely within such State, without regard to its conflicts of law provisions. This Agreement has been negotiated by all Parties. Accordingly, any rule of applicable l... | Label: Governing Laws |
4eeb32d9-251f-4a17-a07c-290fa7e3786b | Clause:
The initial term (the “ Initial Term ”) of this Agreement (the Initial Term, together with any Renewal Term, the “ Term ”) shall commence on the date the Lease Initial Term under the Lease commences in accordance with its terms and shall expire on the date the Lease Initial Term expires under the Lease, unless ... | Label: Terms |
22ef007b-c652-43f4-901c-da31350d448d | Clause:
Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes. This Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns. This Agreement (including the documents ref... | Label: Miscellaneous |
86a205bd-edd9-49d1-8136-39032c893633 | Clause:
All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and d... | Label: Governing Laws |
f28838e9-c657-4af4-9709-15aed77324a4 | Clause:
(a) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Miscellaneous |
7fbee994-78ad-45c9-8cdc-f38eff2a4314 | Clause:
This letter agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflict of laws provisions thereof). Any action, suit, or other legal proceeding that is excluded from arbitration under Section 16 or 19 hereof shall be commenced... | Label: Governing Laws |
8740f19f-d682-4019-b9ef-05ea89d4b716 | Clause:
The Required Vendors may instruct the Collateral Agent to agree to release in whole or in part or to subordinate any Collateral to any claim or other actual or proposed security interest and may enter into any agreement with the Company to evidence such subordination.
Task: Classify this clause into ONE of the... | Label: Releases |
bcc17801-e23c-4dd6-927e-f36aac5aa425 | Clause:
The E.W. Scripps Company ( “EWSCO” ) hereby amends and restates the Scripps Supplemental Executive Retirement Plan (sometimes heretofore called the Scripps Excess Benefit Plan), effective as of the Effective Date. In order to comply with Section 409A of the Code, the Plan is divided into two parts, one of which... | Label: Effective Dates |
b0c8fcda-0d35-41cb-9049-63ccf7aa5eff | Clause:
For the avoidance of doubt, with respect to payments made by the Performance Guarantor to a Beneficiary, the Performance Guarantor shall be required to comply with the provisions of Section 5.03(a) of the Receivables Purchase Agreement, which provisions are hereby incorporated herein by reference, mutatis mutan... | Label: Taxes |
26911e28-c773-4abb-a777-6b57caf00b3f | Clause:
The Borrower will, and will cause the Company and each of their respective Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, except for ordinary wear and tear and casualty and condemnation events that, individually or in the aggregat... | Label: Insurances |
995985b1-e854-4f09-adff-5f91fa831fd2 | Clause:
The Loan Guaranty of any Loan Guarantor (other than any Borrower) shall be automatically released upon any Disposition of Equity Interests of such Loan Guarantor in accordance with Section 6.05 following which such Loan Guarantor ceases to be a Subsidiary of the U.S. Borrower.
Task: Classify this clause into ... | Label: Releases |
6086547b-ffda-4d56-8f01-eddba1cb57e7 | Clause:
Each of Golden Minerals and William has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform all of its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of Golden Minerals and William, enfor... | Label: Authorizations |
f6941eee-9b9e-482c-8468-b4c856d34a5a | Clause:
The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code or any provision of U.S. federal, state, local or non-U.S. tax l... | Label: Withholdings |
249d596a-1109-461d-996c-701455472c7c | Clause:
On the date hereof, at the direction of the Administrative Agent, the Purchaser Agents of each Purchaser Group shall make and receive payments to and from the Administrative Agent so that, after giving effect thereto, the Total Investment is held ratably by the Purchasers in accordance with the Ratable Share of... | Label: Assignments |
ce2d9561-f9c8-474f-bef6-01ffb49486b3 | Clause:
The Company shall be entitled to withhold from the Cash Retainer Amount of each director an amount necessary to satisfy any tax withholding obligations with respect to the director’s Cash Retainer Amount and Share Retainer Amount and, if the Cash Retainer Amount is not sufficient to satisfy such tax withholding... | Label: Withholdings |
d680a490-a2a7-46f1-85ee-0a7d51e2bd97 | Clause:
Receipt by the Administrative Agent, JPMS and the Lenders of any fees required to be paid on or before the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Fees |
33d386f6-1a17-4269-a4d9-5a1dfa4fdc99 | Clause:
This Agreement may be amended or modified only by a written instrument executed by both the Company and the Stockholder .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Amendments |
10452967-65b7-4a72-b8b4-0d72d36118d2 | Clause:
This Agreement may be executed in any number of counterparts (or counterpart signature pages), each of which counterparts shall be an original but all of which together shall constitute one instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or by other electronic tran... | Label: Counterparts |
26026703-12f3-4c23-97aa-8e8c3eb14b28 | Clause:
This letter agreement and the obligation of each of the GSO Investors to fund the indemnification obligation in accordance with Section 1 of this letter agreement shall terminate automatically and immediately, without any further liability or obligation on the part of any GSO Investor, upon the earliest to occu... | Label: Terminations |
513123ab-4fd8-490b-9f25-851bf18e9736 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and applied without giving effect to any conflicts of laws principles. Any matters litigated by, among, or between any of the parties and that involve matters under this Agreement shall be brought only in a court... | Label: Governing Laws |
c41e2d7c-b9cd-4e4b-a2f7-dce7276eba76 | Clause:
References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment. Headings and captions used in this Amendment are included for convenience of reference only and shall not be given any substantive effect.
Task: Classify this clause into ONE of... | Label: Headings |
3e0c2109-bc68-4046-839d-5d63d63fd22b | Clause:
Seller (or an affiliate of Seller on behalf of Seller) and Buyer (or an affiliate of Buyer on behalf of Buyer) are parties to a non-disclosure agreement with respect to Seller and the Station (the “NDA”). To the extent not already a direct party thereto, Seller and Buyer hereby assume the NDA and agree to be b... | Label: Confidentiality |
9bead719-ce4a-42c5-a44c-3ec689029e51 | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any of them, that, either individually or in the aggregate, could reasonably be expected to result in ... | Label: Disclosures |
daf17631-9bf5-4c66-b66b-0ad9b099c82c | Clause:
For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with re... | Label: Notices |
e0239629-876e-45ab-972a-d20a3dae1efc | Clause:
The validity, interpretation, construction and performance of this Agreement will be construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes which may arise in connection with this Agreement.
Task: Classify this clau... | Label: Governing Laws |
57f9d7f7-df66-4c87-aee8-50aed0fb66f8 | Clause:
Any failure of any party to this Agreement to comply with any of its obligations, agreements, or conditions hereunder may be waived in writing by the party to whom such compliance is owed. The failure of any party to this Agreement to enforce at any time any of the provisions of this Agreement shall in no way b... | Label: Waivers |
a8dc7de6-0a97-4109-82ac-ce9cb3f258f5 | 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 necessary or required for use in connection wi... | Label: Intellectual Property |
7871bc41-7514-4155-b5ae-39a7cd3dc4da | Clause:
The Administrative Agent shall have received a certificate of the chief financial officer of the Parent Borrower (or another authorized financial officer of the Parent Borrower) certifying the Solvency of the Parent Borrower substantially in the form of Exhibit K .
Task: Classify this clause into ONE of these ... | Label: Solvency |
9a67386e-d78a-48cb-a573-8e1160fac5a2 | Clause:
This Agreement (together with the other Combination Agreements, and the other documents and instruments executed pursuant hereto and thereto) constitutes the entire agreement, and supersede all other prior agreements and understandings (both written and oral), among the Parties with respect to the subject matte... | Label: Entire Agreements |
1ed26f5f-e3f4-4dde-90bb-970150ebfa2e | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
d08e0b64-e697-433a-bfc6-3a994ccd7c4b | Clause:
All representations and warranties of each party shall survive after the conclusion of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Aut... | Label: Warranties |
414f38fe-f770-4c83-97b1-6c4cc8aa6c9d | Clause:
Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. The Agreement shall be construed, interpreted and enforced in accordance with and governed by the laws of the State of New Jersey. The captions in this Agreement are included for... | Label: Miscellaneous |
b338f3df-9b2e-4513-8df0-cf90073c2176 | Clause:
Each of the Company and the Guarantors hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Waiver Of Jury Trials |
e75ddbca-3bf7-476e-b0fd-47d83244f034 | Clause:
Company shall defend and indemnify Executive with respect to Executive's actions in the performance of Executive's duties arising from his employment and performance as an officer and employee through the Separation Date to the fullest extent permitted by the Company's Bylaws as in effect from time to time.
Ta... | Label: Indemnifications |
8d508c3f-e993-407f-97b6-a863f135330d | Clause:
Executive may not assign, pledge or encumber any interest in this Agreement or any part hereof without the prior written consent of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Assignments |
fff912b4-3138-4820-998d-c36454846a39 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company was requi... | Label: Financial Statements |
4236664d-0f66-4921-8d3c-c6071f171c3b | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) ... | Label: Governing Laws |
68d2170d-6d30-4f6c-a699-2e2706d9f94d | Clause:
If, and only if, the Executive’s employment is terminated following a Change in Control of the Company, the provisions in Section 9(c) of this Agreement shall be followed in addition to the provisions in Section 5 of this agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Change In Control |
086f220e-3711-440d-8b05-574ec79ae78b | Clause:
Borrower will, and will cause each other Credit Party to, execute and deliver or cause to be executed and delivered such other and further instruments or documents and take such further action as in the judgment of Administrative Agent may be required to carry out the provisions and purposes of the Loan Papers,... | Label: Further Assurances |
dec255a7-c700-4e6d-b611-227844f46c8d | Clause:
Each of Assignor and Assignee agrees that from time to time, at the Borrower’s expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable to more fully effect the purposes of this Assignment and Acceptance Agreement.
Task: Classify this... | Label: Further Assurances |
492e1c37-dfbb-4c5b-a299-e93fbec036bc | Clause:
In the event of any merger, reorganization, consolidation, recapitalization, extraordinary cash dividend, stock dividend, stock split or other change in corporate structure affecting the Stock, the number of Restricted Stock Units subject to this Agreement shall be equitably and proportionately adjusted by the ... | Label: Adjustments |
954da291-045e-4e11-bc28-24ea0716f277 | Clause:
This Fourth Amendment, the Existing Credit Agreement and the other Credit Documents, constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with... | Label: Entire Agreements |
ec5793c9-f693-4aa5-afcf-cdc4822aa128 | Clause:
To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with applicable law and may also amend, suspend or terminate this Agreement subject to the terms of the Plan. Except as otherwise provid... | Label: Amendments |
d06b76f0-dd2f-4ca5-9968-9f2d243e4749 | Clause:
If any provision of this Note is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable, in any respect under applicable law, such provision will be enforced to the maximum extent possible given the intent of the parties hereto, and the balance of this Note shall... | Label: Severability |
3d6573b1-0d4d-45fc-a9a5-dce13d16ad4d | Clause:
Whenever any payment of cash is to be made by the Corporation to any Person pursuant to this Certificate of Designations, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Corporation and sent ... | Label: Payments |
836f05ec-1b33-424e-9914-78afa5ce4c64 | Clause:
The Amendment Documents and the rights and obligations of Borrower and Lender are in all respects governed by, and construed and enforced in accordance with the Governing Law (without giving effect to its principles of conflicts of law), except for those terms of the Security Instruments pertaining to the creat... | Label: Applicable Laws |
6926a0da-f9f9-46d1-b9fa-3fe9c969a9dc | Clause:
(a) The Company will, and hereby does, indemnify and hold harmless each Elliott Party and its directors, partners, officers, agents, advisors and employees, against any and all losses, claims, damages, expenses or liabilities, joint or several, actions or proceedings (whether commenced or threatened, and whethe... | Label: Indemnifications |
6795ad94-d52f-4847-a132-26d6736cb265 | Clause:
The Loan and Security Agreement and any and all other documents executed in connection with the Loan and Security Agreement, including, without limitation, any amendments thereto, shall hereinafter be collectively referred to as the “Loan Documents”. Capitalized terms used herein and in the recitals hereto, bu... | Label: Definitions |
554dcce8-74e2-4bee-922d-e406870053a6 | Clause:
This Agreement shall be effective for two (2) years from the Effective Date. Either party may terminate the Agreement for any reason with sixty (60) days prior written notice to the other party. Unless a party delivers written notice of non-renewal to the other party at least sixty (60) days before the end of ... | Label: Terms |
9c4b8022-afef-4ed1-8cfe-299e9aa642e9 | Clause:
The Notice, this Agreement, and the Option evidenced hereby (a) are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan, and (b) constitute the entire agreement between Optionee and the Company on the subject matter hereof and supersede all proposals, wr... | Label: Construction |
8c7a856f-c965-457e-8729-ce773d917193 | Clause:
The Administrative Agent shall have received evidence satisfactory to it that there are no Liens encumbering any of the Loan Parties' respective Property other than Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Liens |
f0db75a3-2c0e-40de-9b2a-be06bbdaca64 | Clause:
The Company may withhold from any benefits payable under this Agreement all Federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Tax Withholdings |
7a1f49b2-db9a-43a2-8334-80206183c4ab | Clause:
The execution and delivery of this Support Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, or require notice to... | Label: No Conflicts |
4077b8fd-9dad-43f9-b736-79b9c569d9d0 | Clause:
Section headings used herein are for convenience only and are not to affect the construction or be taken into consideration in interpreting this Aircraft Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Headings |
84ae79b1-a417-4a69-8128-4717cb395620 | Clause:
Each Loan Party will comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ... | Label: Compliance With Laws |
f7d9c9f4-03e3-4f49-9718-496e4e595337 | Clause:
The proceeds of Term Loans shall be used by the Borrower solely (a) to satisfy existing Debt under the Indenture; (b) to pay fees and transaction expenses associated with the closing of this credit facility; and (c) for working capital and other lawful corporate purposes of the Borrower (including Capital Expen... | Label: Use Of Proceeds |
96d2f855-220d-4d89-9317-f468e4734358 | Clause:
The Company agrees to continue and maintain directors’ and officers’ liability insurance policies covering the Executive at least to the extent provided on the date hereof. Such insurance coverage shall continue as to the Executive even if she has ceased to be a director, member, employee or agent of the Compan... | Label: Insurances |
a72ced19-b704-4262-b43c-35ed7b90cf20 | Clause:
Any Lender (the “ Existing Lender ”) may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ” ... | Label: Participations |
4628a889-0311-402c-9d46-4abdbbcda0cc | Clause:
The Employee agrees to refrain from engaging in any conduct, or from making any comments or statements, which have the purpose or effect of harming the reputation or goodwill of the Company or any of its Affiliates, employees, directors or stockholders.
Task: Classify this clause into ONE of these types (exact... | Label: Non-Disparagement |
77dd6fd6-48f3-428e-bc4a-2839b9088935 | Clause:
THE BORROWER AND THE LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND ... | Label: Waiver Of Jury Trials |
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