id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
5f14ff07-1428-47ea-ba25-d6735557dfe8 | Clause:
If any provision of this Note is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Note shall remain in full force and effect and shall be construed liberally in favor of the Lender in order to effectuate the purposes and intent of this Note.
Task: Classify ... | Label: Severability |
d143d2eb-d186-41b6-aeff-abe6004514c4 | Clause:
This Agreement may be executed in multiple counterparts ( including via facsimile or electronically via PDF ) , each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Counterparts |
19df1a6e-b3a9-4597-99ac-dd6de1d676d9 | Clause:
This Separation Agreement, the Employee Agreement, the Equity Documents, and the Employment Agreement (except as specifically revised by, amended by, or as otherwise set forth in, this Separation Agreement) constitute the entire agreement between Executive and the Company concerning Executive’s relationship wit... | Label: Entire Agreements |
c3410a2d-b955-43ba-b01c-ff53f683d482 | Clause:
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when signed by each of the parties hereto and delivered by each of the parties hereto, in person or by facsimile, to the other parties hereto, notwithstanding that ... | Label: Counterparts |
0585071f-c22e-41e3-ae39-a189e36a9497 | Clause:
This Letter Agreement is being provided to CF Corp solely in connection with the Share Purchase Agreement. This Letter Agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of GSO; provided , that no such written consent shall be required (a) for... | Label: Confidentiality |
f580cc31-c381-41df-ac38-d3c4f5231259 | Clause:
Exhibits A, B and C are incorporated into this Agreement by reference. Unless otherwise provided, all capitalized terms used herein shall have the meanings set forth in the Plan, or as set forth in Exhibits A, B and C. In the event of a conflict between the terms of the Plan and terms of this Agreement, the ter... | Label: Definitions |
38bc2996-0400-4838-a268-0dd0c2f8d366 | Clause:
Subject to Section 8, you agree that you will not now or at any time in the future make any disparaging statements concerning the Company Group or its activities, or concerning its shareholders, officers, directors, employees, representatives, products or services, in a public forum, to the press, to present or... | Label: Non-Disparagement |
af7e23a1-20e0-4fc2-8c15-208c861a4479 | Clause:
The JSC and any subcommittee shall have only the powers assigned expressly to it in this Article 2 and elsewhere in this Agreement, and shall not have any power to amend, modify or waive compliance with this Agreement. In furtherance thereof, each Party shall retain the rights, powers and discretion granted to... | Label: Authority |
13f468f5-890b-40a8-bda6-fd4acd3a86f1 | Clause:
The Company will reimburse Executive for reasonable travel, entertainment, and other expenses incurred by Executive in the furtherance of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy for senior executives as in effect from time to time. To the ex... | Label: Expenses |
0c6c6350-26a5-4752-a402-2451cae3ad89 | Clause:
The execution, delivery, and performance by the Buyer of this Agreement and each other agreement, document, instrument, certificate or obligation contemplated by this Agreement or in connection with the consummation of the transactions contemplated hereby, including the Ancillary Documents, (a) are within the B... | Label: Authorizations |
2148f2d3-9237-4e18-86c2-59bbb5f6e8c7 | Clause:
Except as specified in Section 3(e) hereof, this Agreement (together with any agreements entered into in connection with the Prior Grants) contains the entire agreement and understanding of the parties hereto with respect to the matters covered herein, and supersedes all prior or contemporaneous negotiations, c... | Label: Entire Agreements |
59ee3ba0-9e8d-4879-9cfd-8088d8ab45bb | Clause:
This Grant Agreement, together with the Subplan and the 2007 Plan, sets forth the entire agreement between the parties with reference to the subject matter hereof, and there are no agreements, understandings, warranties, or representations, written, express, or implied, between them with respect to the Stock Un... | Label: Entire Agreements |
d43c2c45-bb35-40be-80e3-258d917b2566 | Clause:
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.
Task: Classify this clause into ONE of these types (exactly one... | Label: Governing Laws |
8832fe84-8ec8-4656-bef6-822a858f4e73 | Clause:
In the event that the Company reasonably determines in good faith that Executive is unable to perform the essential functions of his employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than ninety (90) days in any rolling one-year perio... | Label: Disability |
6430f9b9-0ecb-485c-a815-1c4fd72454a0 | Clause:
During the Employment Period, the Company shall pay to Employee an annualized base salary of $315,000 (the “ Base Salary ”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices for other senior exe... | Label: Base Salary |
ea7272a4-ab4e-493a-8aec-01c03dd780e7 | Clause:
Executive shall participate in such vacation, medical, dental, life insurance, long-term disability insurance, retirement, long-term incentive and other plans as OUTFRONT may have or establish from time to time in which similarly situated senior executives participate and in which Executive would be entitled to... | Label: Benefits |
f11e9905-2edf-4aa8-b05e-edf53c3405b0 | Clause:
The Loan Documents have been duly authorized by all necessary corporate or limited liability company, as the case may be, action on the part of each Obligated Party and this Agreement and the Loan Documents executed by each Obligated Party constitute, or in the case of the Floor Plan Notes and Revolving Credit ... | Label: Authorizations |
166b0030-0895-44c9-b8af-4eb02394ab50 | Clause:
EACH GRANTOR, THE COLLATERAL AGENT AND EACH OTHER SECURED PARTY HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT... | Label: Waiver Of Jury Trials |
0f17d7f8-fa9b-41e0-849b-b9f4631880ef | Clause:
Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time of his Separation from Service from the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and if any amounts otherwise payable pursuant to this Agreement within the fir... | Label: General |
0aa028df-5402-4386-ba97-b8fa258460f6 | Clause:
If any restriction set forth in this Section 10 is found by any court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to render the modified restriction valid, legal and enforceable. The parties intend that the non-competition provision co... | Label: Interpretations |
3c8ff9d4-0215-4892-b2ab-f2ca10d08156 | Clause:
If, at any time on or before December 31, 2019, (i) the Company terminates the Executive’s employment for any reason other than for Cause (as defined below), (ii) Executive resigns for Good Reason (as defined below) or (iii) a Change of Control (as defined below) occurs (any one of the foregoing events, an “ Ev... | Label: Change In Control |
2c148822-a832-4ec4-affc-ac5f90253153 | Clause:
All warranties, representations, and covenants made by Borrower herein, or in any agreement referred to herein or on any certificate, document or other instrument delivered by it or on its behalf under this Agreement, shall be considered to have been relied upon by Administrative Agent and Lenders, and shall su... | Label: Survival |
45184709-03da-4950-99f7-a5d352dfa567 | Clause:
The Company shall provide the Executive will full advance indemnification to the extent permitted by Nevada law, including indemnification for activities at all subsidiaries.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Indemnifications |
0c69d113-0f1c-4f32-8b35-74e589d7f0ee | Clause:
There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or threatened against or affecting Borrower, Guarantor or any Individual Property, which actions, suits or proceedings, if determined against Borrower, Guarantor or any Individual P... | Label: Litigations |
4b4a9b4f-d2d2-4810-8932-af6bd9fefa0a | Clause:
The representations and warranties made in this Agreement will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby notwithstanding any investigation at any time made by or on behalf of any party hereto until the date that is one year after the Closin... | Label: Warranties |
362ea545-4be3-414f-9c68-a8ec3ead8c27 | Clause:
EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT WHETHER BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAI... | Label: Waiver Of Jury Trials |
ab22865d-d7c5-45fe-91cd-17ad361e23af | Clause:
All Required Antitrust Approvals shall have been obtained and shall remain in force and effect and shall not have been set aside or modified, on appeal or otherwise. There shall be in effect no provision of any material applicable Legal Requirement or Governmental Order (including, without limitation, any Antit... | Label: Qualifications |
46a51143-cd16-4950-843c-495d6dceb945 | Clause:
Promptly notify Agents in writing of any claim, litigation, suit or administrative proceeding affecting any Loan Party, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case materially affects the Collateral or which could reasonably b... | Label: Litigations |
2e799868-d856-45c6-8287-3c2781bef1bc | Clause:
The Board may at any time or times amend the Plan or this Agreement for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which at the time may be permitted by law. No termination, amendment of the Plan or amendment of this Agreement shall, wit... | Label: Amendments |
fe306e3c-a4f3-46f5-a9cb-a7db5271a8a5 | Clause:
This Reaffirmation Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective when a counterpart hereof executed on behalf of the Reaffirming Party shall have been delivered to the Admi... | Label: Counterparts |
d651d723-2cd9-4391-ace3-1ab2b316cf56 | Clause:
Executive shall not (i) in any way publicly disparage Pier 1 Imports or its affiliates, equity holders, officers, directors, employees or agents, (ii) cause embarrassment or public humiliation to such entities or persons, or (iii) make any public statement that is adverse, inimical or otherwise detrimental to t... | Label: Non-Disparagement |
cde6d300-6f52-4f27-97ec-9f3c5cdc7e95 | Clause:
Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of Sections 7, 8, or 9(a) (each a “Covenant” and together the “Covenants”) would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recogn... | Label: Specific Performance |
1d16cfe7-eae0-440f-849a-c83f55eecbf5 | Clause:
The Contractor shall commence providing services on the Effective Date and shall continue until the first anniversary of the Effective Date unless terminated prior to such date by either party in accordance with this Section 3 (the " Term "), but may be terminated sooner by Contractor upon thirty (30) days' adv... | Label: Terms |
309d510c-db93-46d5-b6ef-1c552cab67f7 | Clause:
Except as previously disclosed in writing to Lender, there is no legal or regulatory proceeding or investigation pending or, to the knowledge of Borrowers, threatened (or any basis therefor) against any Borrower which, when and however decided, could have a material adverse effect on the condition or business o... | Label: Litigations |
3771e294-c77f-47c1-9c96-8951aeed33ff | Clause:
Subject to the provisions of the Plan, the Committee may, from time to time, select from among all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuant to this Plan.
Task: Classify... | Label: Participations |
5a35a963-fd40-4c19-a1eb-25aae879917b | Clause:
The provisions of this Note are binding on the assigns and successors of the Borrower and shall inure to the benefit of the Lender and its successors and assigns and to subsequent holders of this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Binding Effects |
b132fc56-b233-4d01-929e-8cec6e7b2c44 | Clause:
The Holders may exercise the registration rights granted hereunder in such manner and proportions as they shall agree among themselves. The registration rights hereunder shall cease to apply to any particular Registrable Security when: (a) a registration statement with respect to the sale of such shares of Comm... | Label: Terminations |
32f63b8e-479e-4a2d-bfb0-47e812135a4c | Clause:
This Agreement may be executed in counterparts. PDF or facsimile signatures shall serve as originals to bind the parties to the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Counterparts |
5d5df5ab-2c84-4964-8a52-bf8b49951eb1 | Clause:
Effective Date means April 1, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers... | Label: Effective Dates |
8b491fec-98d9-4582-9382-21b1974c5a7b | Clause:
This Security Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Security Agreement. Receipt of an executed sign... | Label: Counterparts |
cf81c97b-4172-4c96-9cb4-fac742486676 | Clause:
If the use or provision of all or a portion of the Services pursuant to this Agreement requires the approval, consent, permission, waiver or agreement (each a “ Consent ”) of a third party, Provider shall promptly inform Recipient of the need for such Consent(s); provided , that Provider shall not be required t... | Label: Consents |
97f741d2-65df-4ab4-ae78-dae8e2eef455 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Note, and any claim, controversy or dispute arising under or related to this Note, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties hereunder shall be gov... | Label: Governing Laws |
5d2bfac1-5ce0-467e-900c-ccf7ed42042e | Clause:
From time to time, at the request of the Consultant and without further consideration, the Client shall execute and transfer such documents and take such action as the Consultant may reasonably request in order to effectively consummate the transactions herein contemplated.
Task: Classify this clause into ONE ... | Label: Further Assurances |
0cd03973-3686-4899-8331-9770639525a2 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be delivered by facsimile, and facsimile signatures shall be treated as original signatures for all applicable purposes... | Label: Counterparts |
c4cc72ea-a01d-45f0-855a-c0c61a228115 | Clause:
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to be enforceable, or if such modification is not practicable, such provision shall be deemed deleted from this Agreement, and the other... | Label: Severability |
44982205-3053-4814-b356-2aab6e90deab | Clause:
The Executive’s duties shall consist of such duties and responsibilities as are consistent with the position of a chief revenue officer, including, assisting, managing and overseeing the Company in the launch of its products, advertising revenue generation, attending, promoting and exclusively representing the ... | Label: Duties |
840c6cec-d2d8-4cfb-8cd8-a05a87c43c9a | Clause:
No issuance of an unrestricted Unit (or payment of any distributions with respect to such Units held as provided in Section 3 of this Agreement) shall be made or paid pursuant to this Agreement until Employee has paid or made arrangements approved by the Company to satisfy in full the applicable tax withholding... | Label: Tax Withholdings |
075ce8ec-36de-403f-bb8d-e73d31272324 | Clause:
On the Effective Date, the Executive will continue to be employed in the capacity stated above with such commensurate responsibilities as are assigned to him by the Company’s Board of Directors (the “Board”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Employment |
5964b7ef-d67e-42b4-8ed7-73e73bf9411b | Clause:
Borrower agrees to pay or reimburse Agent, upon demand, for all its costs and expenses in connection with the enforcement or preservation of any rights under this Agreement, including, without limitation, fees and disbursements of counsel to Agent or Senior Lenders. Borrower agrees to pay, indemnify, and hold A... | Label: Expenses |
9c4ae58d-b721-4806-a814-b12add2cd293 | Clause:
This Agreement and the Plan set forth the sole entire agreement and understanding between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every kind and any nature between them with respect to the subject matte... | Label: Entire Agreements |
bedf6a36-eae1-415b-9a91-e24ae0927c22 | Clause:
The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the applicable Fixed Request Exe... | Label: Warranties |
aa4cb99b-d7f5-4a01-8708-ce5f0dfdeb8e | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the respective Assignees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Payments |
9e9f6886-09e2-4fb6-b311-f02976850b97 | Clause:
The Parties shall conduct business in a lawful manner and in compliance with all applicable federal, state, and local laws, rules, regulations and orders. This Agreement shall be governed by and construed in accordance with the laws of Texas, excluding any choice of law provisions that would otherwise require a... | Label: Applicable Laws |
75ef0393-54f7-4eb8-b708-ddfb02f8eabe | Clause:
This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York), without regard to conflicts or choice of law pri... | Label: Governing Laws |
01e1f715-6a7a-4b85-9623-52e9f91fe5f1 | Clause:
Subject to the provisions contained in Sections 4 and 5 hereof and Section 2 of the Notice, the Restricted Stock Units shall be deemed vested and no longer subject to forfeiture under Section 4 upon the Vesting Date and the satisfaction of all other applicable conditions as to the Restricted Stock Units.
Task:... | Label: Vesting |
f2dfe4bf-f1d4-4f0d-85da-9d247bda2d07 | Clause:
No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Expiry Time. If the Company willfully... | Label: Expenses |
99bc25b9-2aa5-4ebe-902f-ba9f122847c1 | Clause:
This Plan is a welfare plan subject to ERISA and it shall be interpreted, administered, and enforced in accordance with that law and the applicable laws of the State of Hawaii.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Applicable Laws |
593ef927-e676-4229-a496-be93ea0567df | Clause:
Each notice relating to this Agreement shall be in writing and shall be sufficiently given if delivered by registered or certified mail, or by a nationally recognized overnight delivery service, with postage or charges prepaid, to the address hereinafter provided in this Section 10. Any such notice or communica... | Label: Notices |
478266a6-178f-4862-ba8d-48538239c75e | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended, modified, ... | Label: Governing Laws |
b2441ac9-9deb-4a23-9c80-984286d0ebd9 | Clause:
No provision of this Agreement may be amended unless such amendment is approved in writing by each of ML Acquisition, Crestview, and the Management Representative; provided that amendment of the definition of Change of Control will also require the written approval of a majority of the Independent Directors. N... | Label: Amendments |
17a2a09b-004b-486e-9e67-1e2da6c51a87 | Clause:
Your employee benefits, if any, shall end on April 30, 2017. Any accrued vacation and/or sick time that is not used by April 30, 2017 shall be forfeited.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Benefits |
3d317200-801a-47cc-8a0e-c079d5a222d7 | Clause:
Borrower has obtained and has delivered to Lender certificates of the Policies, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. To Borrower’s knowledge, no Person, including any Individual Borrower, has done, by act or omissio... | Label: Insurances |
17ed12d5-b875-4142-8666-540079340e85 | Clause:
If (a) the interest on any Loan, any commitment or other fee, or any other Obligation not listed in subpart (b) hereof, shall not be paid in full when due and payable or within three Business Days thereafter, or (b) the principal of any Loan, any reimbursement obligation under any Letter of Credit that has been... | Label: Payments |
1dc4bab3-db1d-4185-a2b4-312ef67f9ef1 | Clause:
The Transactions (a) do 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 and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b... | Label: No Conflicts |
3bba5dc6-0075-49b4-8174-ccce4d74a9c6 | Clause:
The AUS-NZ Security Trustee must: (a) promptly send to each Australian Facility Secured Party details of each communication and document received by it from the Agent or an Australian Domiciled Loan Party in connection with the Loan Documents, unless the details are of a purely routine or administrative nature;... | Label: Notices |
cc251368-d9af-4f40-ae42-9b697f90d409 | Clause:
This Agreement shall commence on the Effective Date and terminate on the earliest to occur of (a) the date on which this Agreement is terminated pursuant to Section 3.3 , (b) the latest date on which any Service is to be provided as indicated on Schedule A or (c) the date on which the provision of all Servic... | Label: Terms |
107a1e3c-4d46-4a1d-80ae-36f782c5afc9 | Clause:
The capitalization of the Company as of as of the date hereof is as set forth on Schedule 3.1(h) . Except as set forth on Schedule 3.1(h) , the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock opt... | Label: Capitalization |
4aa832f8-f84a-48b6-9e5d-bd6dfe9baedc | Clause:
The Companies do not have any Subsidiaries.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books,... | Label: Subsidiaries |
5143cc8a-2344-4841-9158-43ef71492687 | Clause:
As a condition to becoming a Participant and being entitled to the benefits and protections provided under the Plan, each Eligible Employee must execute and deliver a Participation Agreement to the Company within the later of (i) forty-five (45) days after the date such individual is designated as an Eligible E... | Label: Participations |
87192f54-ade9-4419-ba61-a1b48aa3fc4e | Clause:
The Employee expressly consents to the personal jurisdiction of the state and federal courts located in Harris County, Texas, for any lawsuit arising from or relating to this Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Venues |
41efb774-8c48-483b-bb33-43c86c56341d | Clause:
This letter agreement may not be modified or amended unless in writing signed by the undersigned parties. Any notice required hereunder shall be made in writing, as applicable, to the Company in care of the Global Head of Human Capital at her principal office location or to you at your home address most recentl... | Label: Miscellaneous |
9f1fec34-993c-44df-b431-dfe10a937e8b | Clause:
The validity, interpretation, and performance of this Agreement shall be governed by the laws of the Commonwealth of Kentucky, without reference to choice of law principles or rules thereof, except to the extent that federal law shall be deemed to apply.
Task: Classify this clause into ONE of these types (exac... | Label: Governing Laws |
535f50e2-fbc3-48e7-b34e-00f71504749d | Clause:
B B-2 Loans . The Company shall repay to the Term B B-2 Lenders the principal amount of all Term B B-2 Loans (i) in equal quarterly payments in the amount of 0.25% of the aggregate principal amount of such Term B B-1 Loans incurred on the Closing Date commencing on September 30, 2016 2017 and on the last day o... | Label: Terms |
6847dedb-7901-49ca-b154-ecb4d5853c10 | Clause:
The terms of this Agreement shall prevail in the case of any conflict with the te r ms of any Underlying Contract to th e extent nec e ssary to allow Philips to comply with the HIPAA Rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Interpretations |
3c16b767-dd72-4b62-b97b-c00555415dfe | Clause:
(a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Restricted Subsidiaries (i) as to which there is a reasonable possibility of an ad... | Label: Litigations |
d4738922-582d-49d6-b244-686a23b5e973 | Clause:
Pay and discharge, and cause each Guarantor to pay and discharge, prior to delinquency, all taxes, assessments, and governmental charges or levies imposed upon it or upon any of its income or Property as well as all claims of any kind (including claims for labor, materials, supplies, and rent) which, if unpaid,... | Label: Taxes |
f79bf03b-d771-4907-a208-ce7a2f5375b1 | Clause:
This Assignment and the provisions hereof shall inure to the benefit of and be binding upon the parties to this Assignment and their respective successors, heirs and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Survival |
35c5b989-e51a-4d60-bb02-d07f5e333fd3 | Clause:
EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIE... | Label: Waiver Of Jury Trials |
d454987c-3827-4933-8d6c-fd0e8068a94d | Clause:
Borrower has disclosed to Agent and Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report... | Label: Disclosures |
0edf8b7a-b731-46de-a81b-9bee29eb8530 | Clause:
You acknowledge and agree that the promises contained in this Appendix A are necessary to the protection of the legitimate business interests of your Employer, the Company and its Subsidiaries, including without limitation its and their Confidential Information, trade secrets and good will, and are material and... | Label: Enforcements |
69eaf465-232f-498d-8f7d-46a5d055e571 | Clause:
This Agreement shall be interpreted and enforced in accordance with the laws of the State of Illinois except insofar as an interpretation or enforcement issue is governed by federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Governing Laws |
ec0f44ef-a927-469b-9eb0-8a3787e9e6f4 | Clause:
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page to this Agreement by telecopier... | Label: Counterparts |
0e850260-235b-479e-ac45-847c487a5c43 | Clause:
Obligations incurred by the Company pursuant to this Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participant and any successor in interest of the Participant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Binding Effects |
bcec512a-47d3-4b54-a853-b4e3bc7ac5e2 | Clause:
From the date hereof through the Closing, each Party (the “ Subject Party ”) shall (a) provide the other Party (the “ Investigating Party ”) and its representatives (including legal counsel and accountants) with reasonable access to such information as the Investigating Party may from time to time reasonably re... | Label: Records |
9e314ddf-0385-4687-beb0-0d318ce8c94a | Clause:
No waiver by the Manager, any Member or any party to this Agreement at any time of a breach by a party of any provision of this Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar provisions of this Agreement at the same or any prior or subsequent time.
Task: Cla... | Label: No Waivers |
9086bd2a-e92d-4145-8d72-4562a28f2a07 | Clause:
The term of this Agreement (the “ Term ”) shall commence on the Effective Date and, notwithstanding any other provision of this Agreement, unless sooner terminated by mutual agreement or pursuant to any other provision of this Agreement, this Agreement shall expire on a country-by-country basis, a Licensed Prod... | Label: Terms |
4592bb09-7846-4601-b9be-0d916d9e8370 | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSA... | Label: Applicable Laws |
73e960c9-ac04-455b-b183-2c23674b4034 | Clause:
The execution, delivery and performance by the Asset Representations Reviewer of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under, any indenture, mortgage, deed... | Label: No Conflicts |
8b199cad-ca55-4ac7-84e8-c0f317007ddc | Clause:
The Company has filed all Quarterly Reports on Form 10-Q and all Annual Reports on Form 10-K required to be filed by the Company under Section 13 or 15(d) of the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materia... | Label: Financial Statements |
9d3792db-2f1a-451a-a432-24bf0a1c0185 | Clause:
Any notice, request, demand or other communication given by any Party under this Agreement shall be in writing, may be given by a Party or its legal counsel, and shall be deemed to be duly given (i) when personally delivered (or refused), or (ii) upon delivery (or refused) by an internationally recognized expre... | Label: Notices |
95259e4d-759c-4032-a58b-b1c1cbf4e609 | Clause:
All benefits hereunder will be reduced by withholding of federal, state and local income or other taxes, and any foreign taxes, and will be subject to applicable tax reporting, as the Company may deem necessary or appropriate for purposes of compliance with applicable tax laws.
Task: Classify this clause into ... | Label: Withholdings |
bb4cdb6d-4b76-4fca-bdaf-5806132ab153 | Clause:
The Performance Guarantor is permitted to make all payments under this Agreement free and clear of and without deduction or withholding for or on account of any Taxes to the extent the applicable recipient has provided documentation pursuant to Section 5.03(f) and (g) of the Receivables Purchase Agreement evide... | Label: Taxes |
66353c73-ab90-4941-97b7-3df7d550fff5 | Clause:
Deliver to Lender copies of each of the financial statements, reports, and other items set forth on Schedule 6.1 no later than the times specified therein. In addition, each Borrower agrees that no Subsidiary of a Borrower will have a fiscal year different from that of Borrowers. Each Borrower agrees to maintai... | Label: Financial Statements |
72b00970-94f8-4417-b18d-d8813d27a927 | Clause:
The obligations of Loan Parties under Sections 2.2(f), 3.10, 3.11, 4.18(h), 17.5 and 17.9 together with any Section, terms or provisions hereof which by its terms so provides shall survive any termination of this Agreement and the Other Documents and payment in full of the Obligations.
Task: Classify this clau... | Label: Survival |
df6f9941-f0f0-4211-9175-1c8c1e8d0f92 | Clause:
All section headings in this Agreement are intended merely for convenience and shall in no way be deemed to modify or supplement the actual terms and provisions stated thereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Headings |
0e477d77-f612-492e-8781-5685b51ee91a | Clause:
Executive shall be solely responsible for taxes imposed on Executive by reason of any compensation and benefits provided under this Agreement, and all such compensation and benefits shall be subject to applicable withholding taxes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Taxes |
bc1b96f3-b41e-4480-8130-1a93501afcad | Clause:
This Agreement, together with the Plan (which is incorporated herein by reference), constitutes the entire agreement between you and the Company with respect to this Award, and supersedes all prior agreements or promises with respect to the Award. Except as provided in the Plan, this Agreement may be amended on... | Label: Miscellaneous |
8cf7ad68-95ed-4716-870e-a5372355af48 | Clause:
Executive’s group health benefits will cease on [DATE], subject to Executive’s right to continue his group health benefits under COBRA. Executive’s participation in all other benefits and incidents of employment (including, but not limited to, the accrual of vacation and paid time off, and the vesting of stock ... | Label: Benefits |
9f86824b-16c5-461e-8317-ec61e4e20602 | Clause:
PartnerRe US agrees that the failure of PartnerRe NY to exercise, or any delay by PartnerRe NY in exercising, any right hereunder shall not be deemed a waiver of any right hereunder, nor will any single or partial exercise of any right hereunder by PartnerRe NY preclude further exercise by it of any right hereu... | Label: No Waivers |
ef507eaf-949d-4897-a03d-e3478ee83820 | Clause:
Except as set forth on Schedule 3.19 , neither the Seller nor any of its Affiliates have any Liability to pay any brokers’, finders’ or similar agents’ fees or commissions with respect to the Transactions. Except for third party service providers set forth on Schedule 3.19 , neither the Seller nor any of its Af... | Label: Brokers |
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