id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
bd35f198-642d-4277-9ff8-a33f1d79fb79 | Clause:
Holdings and each Subsidiary maintain with financially sound and reputable insurers (including captive insurers), insurance with respect to its properties and business against such casualties and contingencies and in such amounts as are usually carried by businesses engaged in similar activities as Holdings and... | Label: Insurances |
c3d7a005-eacb-417f-8b2a-ce159a2c7837 | Clause:
The Lenders shall have received (i) audited consolidated financial statements of the Borrower for the 2016 Fiscal Year, (ii) unaudited interim consolidated financial statements of the Borrower for each Fiscal Quarter ended after the date of the latest applicable financial statements delivered pursuant to clause... | Label: Financial Statements |
a68390a3-b072-431b-99e7-910c93fd891a | Clause:
This First Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to national banks.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Governing Laws |
6bebcf57-0582-4caf-a097-c4bb4413fd51 | Clause:
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force and effect, and such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement. If a court shoul... | Label: Severability |
f2d98a29-6868-47cd-8a6b-d95aa0a259be | Clause:
If, at the time of enforcement of any of the obligations in Section 8 , a court shall hold that the duration, scope, or area restrictions are unreasonable, the parties agree that the maximum duration, scope, or area reasonable, as determined by the court, shall be substituted and that the court shall enforce th... | Label: Remedies |
f1cfd82e-8798-41dd-a984-206bc13c2f10 | Clause:
The closing of the transactions contemplated hereby (the “ Closing ”) shall take place on a date as soon as practicable, but no later than two Business Days, after the satisfaction or waiver of each of the conditions set forth in Section 6 hereof, or at such other time as the parties hereto agree (the “ Closing... | Label: Closings |
81cd05de-98b8-4296-9928-2d78a8fb2d74 | Clause:
The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the earlier of (i) delivery of the Final Study Report and (ii) Study Completion plus three (3) months, or until terminated by either Party pursuant to this Article 6 (the “ Term ”).
Task: Classify ... | Label: Terms |
251162fc-ef0e-4cc7-9dab-dafaf3fc16b3 | Clause:
Borrowers’ failure to maintain insurance as required under Section 3.1 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, Authorizations, ... | Label: Insurances |
46f8dcda-bf76-4106-b4c6-fed624b91358 | Clause:
Provided that the conditions set forth in Section 4 hereto and the last sentence of this Section 5 have been met or waived at such time, the transactions contemplated hereby shall be consummated on June 5, 2017, or at such other time and date as the parties hereto shall agree (each such time and date of payment... | Label: Closings |
e663aaf0-d97e-4310-97ca-333d9d31df52 | Clause:
All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and to the other Party at its email address or address set forth on the signature page hereto (or to such other address that the receiving Party may designate from time to time in accordanc... | Label: Notices |
e60ac965-db93-4b45-9574-79491fcf8c18 | Clause:
The invalidity of any one or more of the words, phrases, sentences, clauses, provisions, sections or articles contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and,... | Label: Severability |
c21c0ac9-1932-4739-af11-74ae0ab98b3c | Clause:
The validity, construction and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the State of Delaware, unless preempted by Federal law, and also, consistent with paragraph 17, in accordance with Section 409A of the Code and any ... | Label: Applicable Laws |
5c9d37da-9164-4e6d-9163-0e9eb9828448 | Clause:
Simple interest (“ Interest ”) shall accrue on the outstanding Principal at the Interest Rate from and including the date set forth above opposite the caption “Issuance Date” (the “ Issuance Date ”) until the Principal is paid in full, shall be computed on a monthly basis and, subject to the right of the Holder... | Label: Interests |
b546cf00-1776-463a-8641-c29815e177cd | Clause:
The execution, delivery and performance by each Loan Party of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except (i) those as have been obtained... | Label: No Conflicts |
c71287ef-b1e2-4f0d-b9fd-1dc86f6ee1e2 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Shares will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under the Company’s Certificate of Incorporation or the Com... | Label: No Conflicts |
6ba5768e-82e9-47df-b1f2-78c80c9a31a5 | Clause:
Each Participant may direct that all of the amounts attributable to his accounts be invested in a single Investment Fund or may direct that whole percentage increments of his accounts be invested in such fund or funds as he shall desire in accordance with such procedures as may be established by the Plan Admini... | Label: General |
c6630cb5-88c0-4b45-aec4-83f2dc0ad4c1 | Clause:
As of November 17, 2017, the authorized capital stock of the Company consists of: 100,000,000 authorized shares of Common Stock, of which 14,620,627 shares were issued and outstanding, and 25,000,000 authorized shares of preferred stock, of which none were issued and outstanding. All of such outstanding shares ... | Label: Capitalization |
8162457f-e791-4eb6-bcb3-da35285d2242 | Clause:
Your Base Salary will be $450,000 annually, subject to applicable deductions and 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, Authorizati... | Label: Base Salary |
0d01c6d0-45f8-49a6-8df3-b6b193641152 | Clause:
The execution, delivery and performance by the Borrower and each of its Domestic Subsidiaries of the Loan Documents to which it is a party have been duly authorized by all necessary corporate, company or other legal action of such entity and constitute the legal, valid and binding obligations of the Borrower an... | Label: Authorizations |
34bbcd62-bea5-44a5-bdf3-e21cba25cd8c | Clause:
Notwithstanding Section 8.09(b) , if an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, except to the extent prohibited by law, with the prior written consent of the Administrative Agent, to set off and apply ... | Label: Adjustments |
939e38cd-05f6-4ac5-bec4-3a639b992029 | Clause:
The Loan Parties and their respective Subsidiaries have filed all federal and other tax returns and reports required to be filed, and have paid all federal and other Taxes levied or imposed upon them or their properties, income or assets otherwise due and payable unless such unpaid Taxes would constitute a Perm... | Label: Taxes |
1d4964a2-0007-46a0-9651-17088ca4acc3 | Clause:
This Agreement constitutes a valid and binding agreement of the Borrower and the Note, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligation of the Borrower, in each case enforceable against the Borrower in accordance with its terms, except as (1) the enforc... | Label: Binding Effects |
156166ac-19fe-4bad-881c-f2bd4878adbe | Clause:
This Agreement shall be governed by Delaware law (without reference to rules of conflicts of law), which shall be applied to the merits of any dispute or claim submitted to arbitration pursuant to Section 17 of this Agreement. Executive and the Company hereby expressly consent to the personal jurisdiction of t... | Label: Governing Laws |
fd53e53b-6612-4d49-8a87-257b73b619dc | Clause:
All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the exec... | Label: Survival |
ce0d8219-45a1-4338-809f-f021876d7ff2 | Clause:
Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative A... | Label: Authority |
4180747c-42a8-411d-b4c8-e78e62c52582 | Clause:
The books and records of the Company shall be made and maintained, and the financial position and the results of its operations recorded, at the expense of the Company, in accordance with such method of accounting as is determined by the Manager. The books and records of the Company shall reflect all Company tr... | Label: Records |
39cfefcf-de3f-459f-a4a5-0fdef50513b4 | Clause:
Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you become permanently disabled before the Third Anniversary Date and while in the active employ of one or more members of the Company Group, the Forfeiture Restrictions will immediately lapse as to the Target... | Label: Disability |
e7081594-64dc-457b-88fb-a97cecfbeede | Clause:
This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including all the exhibits attached hereto, the Schedules, including the Company Disclosure Letter, (a) constitute the entire agreement among the parties hereto with respect to the... | Label: Entire Agreements |
bdb11711-ac90-472f-ad07-04015a9f1ead | Clause:
The headings in this Note are for convenience of reference only and shall not affect the meaning or interpretation of this Note or any provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Headings |
18add63d-f163-4e54-b16d-893a82bbfaea | Clause:
All notices and other communications made or given pursuant to this Award Agreement shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at... | Label: Notices |
f17c910d-2298-4dee-a1d2-03f867c3b09a | Clause:
This Agreement may be executed and delivered in several counterparts, each of which shall be deemed original, but such counterparts shall together (when executed and delivered) constitute but one and the same instrument. This Agreement may be executed and delivered in counterpart signature pages executed and de... | Label: Counterparts |
13377c1f-03e1-4047-9556-aced1e842abe | Clause:
Guarantor acknowledges that Lender and its successors and assigns may (i) sell this Guaranty, the Note and the other Loan Documents to one or more third parties as a whole loan or as to interests therein, (ii) participate the Loan secured by this Guaranty to one or more third parties, or (iii) borrow funds and ... | Label: Cooperation |
5736d06d-3580-4665-8188-40b17e59a679 | Clause:
You hereby consent and agree that state courts located in Harris County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper venue with respect to any dispute between you and the Company arising in connection with the Award or this Agree... | Label: Venues |
86626892-b555-412a-a2c3-2a4ae1f02218 | Clause:
You agree and covenant that you shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees, officers, partners, and existing and prospective inve... | Label: Non-Disparagement |
355921d8-61ae-4ad7-9fd0-0aa0b5028d6a | Clause:
The term of the Option shall expire on the [●] year anniversary of the Grant Date (the “ Expiration Date ”), subject to earlier termination in the event of the Participant’s Termination in accordance with Section 5. Upon the Expiration Date, the Option shall be cancelled, and forfeited by, the Participant witho... | Label: Terms |
adc17c87-c8cd-4933-9e04-c977e07aa7d3 | Clause:
The Executive acknowledges and agrees that the compensation and benefits provided in this Agreement constitute adequate and sufficient consideration for the covenants made by the Executive in this Section 10. As further consideration for the covenants made by the Executive in this Section 10, the Company has pr... | Label: Survival |
1119a800-f034-4a43-91c7-d2b367df16fd | Clause:
This Agreement may be executed in any number of counterparts with the same effect as if both of the signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Any facsimile or electronic copies of this Agreement or signatures ... | Label: Counterparts |
23a2a945-603a-4649-a2a9-ab338d56fa4d | Clause:
The Committee may amend this Award Agreement at any time; provided, however, that no such amendment may adversely affect the Participant’s rights under this Award Agreement without the consent of the Participant, except to the extent such amendment is necessary to comply with applicable law, including, but not ... | Label: Amendments |
655d68fa-a13c-4dc3-9926-13d4249436b6 | Clause:
This Employment Agreement, and the Employee’s rights and obligations hereunder, may not be assigned by the Employee; provided , however , that it shall be enforceable by the Employee’s legal representatives and other successors in interest. The Company may assign this Employment Agreement and its rights, togeth... | Label: Assignments |
3993fdc2-822b-443f-8055-0e193d98e23d | Clause:
Purchaser has the limited partnership power to enter into and perform its obligations under this Agreement and the other Transaction Documents and to consummate the transactions contemplated by this Agreement and the other Transaction Documents.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Powers |
3cfab7a3-7a88-43b0-9bc0-fbd14655f205 | Clause:
This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery by facsimile or electroni... | Label: Counterparts |
309a4d01-6789-4672-bd17-d688acda21d7 | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Prime.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Brokers |
38a149aa-fdc3-4d2f-a870-5ce4fbb76909 | Clause:
Borrower is not a party to any agreement or instrument or subject to any restriction which would reasonably be expected to materially and adversely affect Borrower or the Property, or Borrower's business, assets or properties, operations or condition (financial or otherwise). Borrower is not in default in any m... | Label: Agreements |
c7ba7a2a-467a-4f7e-a879-c1a8bed4dbab | Clause:
ROUNDUP TRADEMARK USAGE - “ ROUNDUP Word Mark” refers to the ROUNDUP trademark without any accompanying logo or design element.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: General |
2ffce233-c8d2-4479-8d56-4c2f593e6dfe | Clause:
Except for the limitation on issuing shares of Common Stock set forth in Section 6 of this Agreement, the execution, delivery and performance of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issua... | Label: No Conflicts |
15cc740c-bc9d-4c27-b0d3-c132f8db9814 | Clause:
This Lease shall be governed by and construed in accordance with the laws of the State of Delaware, except as to matters under which the laws of a State in which a respective Facility is located, or under applicable procedural conflicts of laws rules, require the application of laws of such other State, in whic... | Label: Governing Laws |
884f8163-7ec4-431d-9381-647048d4d5a5 | Clause:
This Agreement has been validly authorized, executed and delivered by the Buyer and, assuming the due authorization, execution and delivery thereof by each Seller, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other la... | Label: Authority |
642b1d33-e23e-410c-b6d0-266bc556e17c | Clause:
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Purchased Shares pursuant to this Agreement shall be duly obtained and effective as of the Closing.
Ta... | Label: Qualifications |
307a81fc-8d84-46b1-bd5b-0489f414d510 | Clause:
Any notice required or permitted to be given under this Agreement will be in writing, will specifically refer to this Agreement and will be deemed to have been sufficiently given for all purposes (a) as documented in a delivery receipt if sent by international express delivery service or (b) upon delivery if de... | Label: Notices |
ac6b09e3-0f6d-49ba-85e4-6afb7692a234 | Clause:
The Effective Date of this Agreement will be the eighth day after you sign it. If the Company does not receive written notice from you within the seven-day revocation period that you are exercising your right of revocation, the Agreement will automatically become effe ctive as of the Effective Date.
Task: Cla... | Label: Effective Dates |
203f1ddf-09fa-4038-b011-484c2e75e4cf | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other parti... | Label: Counterparts |
728f1792-de67-439e-b7d3-d4d4cdb7eda2 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before December 6, 2017; p... | Label: Terminations |
a3216753-03da-43c9-8b2d-026698d9a7ee | Clause:
The PUs may be adjusted or terminated in any manner as contemplated by Article XII of the Plan.
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, Authorizat... | Label: Adjustments |
89fd0906-cb03-4b10-8778-b33044f74ee1 | Clause:
No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the making of the extensions of credit requested to be made on such date; provided that if the Lenders providing an Incremental Term Loan or Incremental Revolving Loan to finance a Permitted Acquisition h... | Label: No Defaults |
fb6460c9-e80a-4497-9ce5-708dcb354e6d | Clause:
The Bank hereby agrees to employ Employee, and Employee hereby agrees to serve as an officer of both the Bank and the Company, all upon the terms and conditions stated herein. As an officer of the Bank and the Company, Employee will (i) serve as Executive Vice President and Chief Banking Officer, and (ii) have ... | Label: Employment |
ff8e8e7f-7780-4da0-b4c7-c20d9671248f | Clause:
During the Term, the Executive shall be entitled to paid vacation in accordance with the Company’s policies and procedures. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Vacations |
1d337397-4281-454d-a286-be40e64aa2e8 | Clause:
Borrower, for itself and on behalf of its Subsidiaries and Affiliates and its and their predecessors, successors and assigns, each do hereby forever release, discharge and acquit the Administrative Agent, each Issuer, each Lender and each other Secured Party and each of their successors, assignees, participants... | Label: Releases |
552e2b3c-4dee-439d-9361-34d527050933 | Clause:
This Lease shall be interpreted under and performance shall be governed by the laws of the State of Texas.
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: Governing Laws |
94cfa733-2444-4e5a-92ac-e62a63bc9348 | Clause:
Holdings shall, and shall cause its Subsidiaries to (a) maintain or cause to be maintained in good repair, working order and condition all material properties used or useful at that time in its business and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereo... | Label: Insurances |
c759ca37-81b0-4277-ba2f-724cb9bb8904 | Clause:
If any provision of this Agreement or the other Loan Documents shall be determined to be illegal or invalid as to one or more of the parties hereto, then such provision shall remain in effect with respect to all parties, if any, as to whom such provision is neither illegal nor invalid, and in any event all othe... | Label: Severability |
8515a040-0dcf-457d-a440-e07f9c86bd80 | Clause:
An employee shall become a Participant upon receiving notification from the Plan Administrator prior to the date the employee is eligible to commence participation in the Plan and the timely filing of elections pursuant to Article V.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Participations |
ec9f31ee-226e-49a9-98ca-a4f519f26fc4 | 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 an officer of the Company. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or prov... | Label: No Waivers |
a97a4889-c298-4d5d-b6bd-bff407978791 | Clause:
BORROWER AND LENDER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE MORTGAGE, ANY OF THE OTHER LOAN DOCUMENTS, OR... | Label: Waiver Of Jury Trials |
3cc8ca34-70fc-41c1-b052-31cb4f23012e | Clause:
The Units shall vest at the earliest of the following times and to the degree specified. For purposes of this Section 4, (i) vesting of this Award will be suspended during any unpaid leave of absence, and (ii) use of the terms “employment” and “employed” refers to providing Services to the Company and its Affil... | Label: Vesting |
43241c09-e3c9-46a5-8e44-5cc296d80eb4 | Clause:
This Third Amendment, together with the Lease, is intended by the parties hereto to be an integration of all prior and contemporaneous terms, provisions, conditions and covenants between the parties hereto, and contains all of the agreements of the parties with respect to the matters contained herein. There ar... | Label: Integration |
ae428a97-a010-42d0-9974-964a75176342 | Clause:
This Agreement (together with the Investor Rights Agreement) among the Company and the TCV Holders constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with re... | Label: Entire Agreements |
525e5681-0ff3-401f-a5c3-ab91052e6ced | Clause:
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into... | Label: Waiver Of Jury Trials |
6b288137-ca59-48d6-b043-2da9f0178047 | Clause:
The DSUs are 100% vested; provided, however, that the DSU shall not be settled with the Grantee until his or her separation from service as a Non-Employee Director with the Company as described in Section 9 below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Vesting |
ff8a673b-8580-430f-b6fb-5d329649a298 | Clause:
Subject to your continued employment, [100% of the Stock Units will vest on the 15th of the month in which the [third] [fifth] anniversary of the grant date of the Award occurs] [33 1/3% of the Stock Units will vest on the 15th of the month in which each of the [first, second and third][third, fourth and fifth]... | Label: Vesting |
381d06c8-9c94-40e8-9e6b-229af88e4b47 | Clause:
Notwithstanding anything to the contrary in this Agreement, the parties agree that the Employee’s obligations under Section 2.3 of this Agreement shall continue despite the expiration of the term of this Agreement or its termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Survival |
05d47579-2a5d-4aa1-b3d2-01a0e10cf52e | Clause:
Following Executive’s employment with the Company, Executive agrees not to defame, disparage or criticize the Company, its business plan, procedures, products, services, development, finances, financial condition, capabilities or other aspect of its business, or any of its officers, directors, agents, assigns, ... | Label: Non-Disparagement |
92a8d3fd-19eb-4d3d-9a36-6ed08d32c017 | Clause:
Will comply and will cause each Subsidiary to comply, in all material respects and where the failure to comply would have a Material Adverse Effect with (A) ERISA, (B) the Federal Occupational Safety and Health Act of 1970 and the rules and regulations thereunder, (C) all governmental consumer protection laws a... | Label: Compliance With Laws |
0f8790f6-def8-4034-8b71-309af180cbdd | Clause:
The Committee shall establish in writing objective performance goals ("Performance Goals") that must be met by the Company or any subsidiary, division or other unit of the Company ("Business Unit") during the Award Period as a condition to payment being made under the Performance-based Award.
Task: Classify th... | Label: Payments |
b94ef3a9-b0fe-42e7-8652-7c9386f5bc52 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under the Company’s Certificate of Incorporation or the... | Label: No Conflicts |
8bb8ad77-a2ad-49c4-b724-91dfed82f83c | Clause:
Seller has all necessary corporate power and authority to execute and deliver this Agreement, and to perform all of the obligations to be performed by it under this Agreement. Seller has all necessary entity power and authority to execute and deliver the Assignment and Assumption Agreement, and to perform all ... | Label: Authority |
a5493ad5-089c-42b4-b443-f74b5d567c94 | Clause:
None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Restricted Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered he... | Label: Disclosures |
9e61d892-dba1-4660-8e46-7c56dd7b6b06 | Clause:
Notwithstanding anything to the contrary contained herein, Purchaser acknowledges that Purchaser shall not be entitled to rely on any representation made by Seller in this Article VII from and after the Closing to the extent, prior to or at Closing, Purchaser shall have or obtained Purchaser’s Knowledge (as def... | Label: Waivers |
0b4697ef-e55c-47a6-bc33-d9802319a6df | Clause:
Notwithstanding anything to the contrary contained herein, an Award Agreement may provide that the Committee may cancel such Award if the Participant, without the consent of the Company, has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate whi... | Label: Forfeitures |
92adf822-9f80-4bab-82b0-289280c03505 | Clause:
This Note may be freely transferred and assigned by Lender. Borrower’s right to transfer its rights and obligations with respect to the Debt, and to be released from liability under this Note, shall be governed by the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Assignments |
6b049e22-7715-462c-8b64-b279febdaa39 | Clause:
This Agreement will be governed by and construed and enforced in accordance with the laws of the United States (and, in particular, the laws of the State of Illinois) without regard to the choice of law principles thereof, except to the extent of any mandatory protections that apply under the law of the Federal... | Label: Governing Laws |
3306a691-79e9-4ab5-bc12-983fbde21b73 | Clause:
All of the direct and indirect subsidiaries of the Company are as set forth in the SEC Reports. The Company owns equity interests of each Subsidiary as set forth in the SEC Reports, free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued a... | Label: Subsidiaries |
6437b13f-09fd-460d-9f6f-7525438c920b | Clause:
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pron... | Label: Interpretations |
49ff48d6-7cd4-4bf0-bfb5-13e41a1004aa | Clause:
The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. ... | Label: Specific Performance |
b719eff5-f0b6-4035-8d4a-c6a96d3d1676 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Credit Lenders, the Issuing Bank hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acqu... | Label: Participations |
7be31c9c-8c8f-4dc1-b885-03d45b521bdf | Clause:
All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing and shall be as set forth in the Purchase Agreement or to such other address as any of them, by notice to the other may designate from time to time. Time shall be counted to, or from, as the case may be,... | Label: Notices |
a4d55607-af32-4146-8d6d-471d6c529fbc | Clause:
Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate ten (10) years from such date. This Plan and all Awards granted hereunder shall be governed by and construed in accordance with the laws of the British Virgin Islands (excluding its conflict of... | Label: Governing Laws |
d785230b-3672-4e6f-92bd-866bf5242634 | Clause:
This Restricted Stock Unit Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
6eb5be3d-6574-4a4f-b01e-96d6e23415a5 | Clause:
Vendor shall, at its sole cost and expense, maintain complete and accurate books and records regarding its performance of the Services and compliance with this Agreement covering all activities and transactions arising out of or relating to this Agreement and shall keep such records for not less than [*] years ... | Label: Records |
3e64a720-dc23-4261-b5db-efd4a4d74b72 | Clause:
There are no civil, criminal or administrative actions, suits, claims, hearings, investigations, arbitrations, or proceedings pending or threatened against the Purchaser (or any of its affiliates) preventing, or which, if determined adversely to the Purchaser (or any such affiliate) would prevent the Purchaser ... | Label: Litigations |
0df043b8-ab09-48b0-816e-616107068cbd | Clause:
As of the date hereof, the authorized capital stock of the Company consists of (i) 225,000,000 shares of Common Stock, par value $0.0001, of which as of the date hereof, 184,476,315 shares are issued and outstanding, zero shares are held as treasury shares, 642,373 shares are reserved for future issuance pursua... | Label: Capitalization |
ae320909-b728-4231-b638-e7ca4df931f4 | Clause:
Termination of this Agreement will not affect any right or obligation of any party which is accrued or vested prior to such termination. Without limiting the scope of the preceding sentence, the provisions of Sections 6, 7, 8 and 13, and those provisions necessary to interpret and apply them will survive any te... | Label: Survival |
b6621eb2-c85f-463b-be51-11c7ef91faef | Clause:
All federal, state, local and foreign income and franchise and other material Tax returns, reports and statements (collectively, the “ Tax Returns ”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities, all such Tax Returns are true and correct in all material... | Label: Taxes |
16ca70ea-77f1-4763-9072-225cf45c6b0a | Clause:
The Options are intended to align your long-term interests with the long-term interests of the Company. If you engage in certain activities discussed below, either during employment with the Company or after such employment terminates for any reason, the Company may terminate any outstanding, unexercised, unexp... | Label: Terminations |
fa041e89-fcd4-4c4c-8af3-581e220f0ec5 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or electronic transmission ... | Label: Counterparts |
e2aff0e9-f093-426b-8a69-8261dce2b356 | Clause:
This Grid Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its rules on conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Governing Laws |
326cf5a5-dd3c-4651-9e15-d421c7ad7a8c | Clause:
The Parties hereto intend and believe that each provision in this Agreement comports with all applicable Laws. If, however, any provision in this Agreement is found by a court of law to be in violation of any applicable Law or public policy, or if in any other respect such a court declares any such provision t... | Label: Severability |
272f79d6-d7fb-4759-96e2-42795c5a5f50 | Clause:
THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACC... | Label: Governing Laws |
00decc7c-ae8c-4013-8120-6049317de748 | Clause:
The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Support Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its ... | Label: Consent To Jurisdiction |
cd6a6b4a-ecc1-47db-923a-a7c4b7f15dd9 | Clause:
No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted assignment i... | Label: Assignments |
6b34e384-4f8d-478f-8c49-f7d2c413ebdd | Clause:
This Agreement has been duly executed and delivered by each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance... | Label: Enforceability |
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