id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
7e8f3614-071e-44ee-b55e-009ba6ddf7cc | Clause:
This Agreement, the Ancillary Documents, any Schedules hereto and the other documents, instruments and agreements specifically referred to herein or therein or delivered pursuant hereto or thereto set forth the entire understanding of the parties hereto and their respective Affiliates with respect to the transa... | Label: Entire Agreements |
4ff61f5c-7dc0-4052-b6e7-06a610b530e0 | Clause:
This Amendment No. 1 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the ... | Label: Entire Agreements |
a7c3f91b-f1ea-45ee-b7b8-291197275b3b | Clause:
All notices, requests, demands or other communications that are required or may be given pursuant to the terms of this Warrant shall be in writing and delivery shall be deemed sufficient in all respects and to have been duly given on the date of service if delivered personally or by facsimile transmission if re... | Label: Notices |
387ce14d-eb01-441e-ae55-1ec43cf2654d | Clause:
Upon the issuance or Modification by an LC Issuer of a Facility LC in accordance with this Section 2.19, such LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party ... | Label: Participations |
69624191-98ab-4f6a-9994-04eb49332da0 | Clause:
This Agreement shall be construed and enforced in accordance with and governed by the Laws of the State of Delaware, without giving effect to the provisions, policies or principles thereof relating to choice or conflict of Laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Governing Laws |
ebb6d3cf-1ee7-40e6-b651-8bf5b83c59cc | Clause:
To the extent not preempted by Federal law, the Plan and all agreements hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, without giving effect to its conflicts of law principles that would require the application of the law of any other jurisdicti... | Label: Governing Laws |
5f855f59-3b57-4fc0-950f-09ea481b979a | Clause:
Evidence of insurance renewals as required under Section 9.03 hereunder.
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, Bene... | Label: Insurances |
7c2c840d-da50-4686-9a13-b504c2cb8651 | Clause:
As of the Closing Date, after giving effect to the Transactions, the Credit Parties, on a Consolidated basis, are Solvent.
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: Solvency |
ef791716-89cf-47dc-95b6-ebbfe6491bf1 | Clause:
No failure or delay by the Parties in exercising any right or remedy provided by law under or pursuant to this Settlement Agreement shall impair such right or remedy or be construed as a waiver or variation of it or preclude its exercise at any subsequent time, and no single or partial exercise of any such righ... | Label: No Waivers |
53b74fb0-3b65-46b2-9d27-b1ef5050d199 | Clause:
This Agreement shall not be assignable, in whole or in part, by either party without the written consent of the other party, except that the Company may, without the written consent of Executive, assign its rights and obligations under this Agreement to any corporation or other business entity (i) with which th... | Label: Assignments |
c528d132-5d03-4ebf-9a42-d0b354de5c67 | Clause:
As used in this Agreement, the terms "include", "includes" and "including" are not limiting and mean include, includes and including, without limitation. All headings are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
Task: Classify this clause int... | Label: Interpretations |
6a28fbc1-5d96-44e6-a02b-8447c394894e | Clause:
No Insolvency Event with respect to it has occurred and the granting of security interests in the Collateral by it to the Collateral Agent has not been made in contemplation of the occurrence thereof. Both prior to and after giving effect to the transactions occurring on each Borrowing Date, (i) the fair value ... | Label: Solvency |
cf2510ed-284f-4b17-b46f-f388cf6b79d3 | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations of all unde... | Label: Erisa |
ad299871-c4a8-4630-aeaf-ec46c0125a93 | Clause:
The Vice General Manager shall assist the General Manager and shall have such other powers and duties as may be prescribed by the Board of Directors from time to time after consultation with the General Manager and DNP Asia Pacific or Photronics Singapore, who is entitled to appoint the Vice General Manager at ... | Label: Duties |
d003e0f8-bfb3-4a73-a5b6-6843d55ba4b9 | Clause:
During the Term of Employment, the Executive shall report directly to the to the President and Chief Executive Officer and (i) shall serve as an executive officer of the Company with the title Senior Vice President, Sales and General Manager, API , (ii) shall perform such duties and responsibilities as may be r... | Label: Duties |
457571fa-99d2-4073-abf0-89b0ec8c80f7 | Clause:
Participants will receive, effective immediately following the date of each annual meeting of Stockholders, an annual Director Stock Award equal to the number of Shares derived by dividing (a) $ 125,000 , by (b) the Fair Market Value of a Share on the date of the annual meeting, with fractional units calculated... | Label: Qualifications |
a71337fc-e058-42c1-a8dd-379001f2c0e6 | Clause:
Headings at the beginning of each article and section are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. The words “include,” “i... | Label: Construction |
c031f79d-7a81-4cc8-a4e7-4e33156949d3 | Clause:
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered , is an original, and all taken together, constitute one Amendment. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, ... | Label: Counterparts |
0de8c602-a9ad-46ce-abe2-e88dd19ab3d7 | Clause:
Executive's Base Salary shall not be less than $240,000.00, subject to possible adjustments on an annual basis ("Base Salary"). The annual adjustment to Base Salary, if any, shall be a discretionary increase deemed appropriate by the Board or one of its Committees in accordance with the prevailing salary admin... | Label: Base Salary |
d0fe8c1b-1c2e-4ef0-85f1-3d31ea75674b | Clause:
Each of the parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, to... | Label: Jurisdictions |
20d0f532-355a-4480-a7e9-68ea4cecf420 | Clause:
Except as set forth in this Third A&R Amendment, all terms and conditions of the Original Agreement are hereby ratified and shall remain in full force and effect. Amendments made pursuant to this Third A&R Amendment shall be effective as of the Third A&R Amendment Effective Date.
Task: Classify this clause int... | Label: Effectiveness |
8beb3869-9710-41a1-82b8-c956926c8f48 | 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 the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and ... | Label: Litigations |
72975808-e733-4b87-943d-30466604b4f6 | Clause:
The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce... | Label: Specific Performance |
d0e89ec5-c884-4eca-a259-3265338be072 | Clause:
This Incremental Facility Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Incremental Facility Amendment, the Credit Agreement and the ... | Label: Counterparts |
75472b28-0d6b-496a-871c-b6a1c539c550 | Clause:
Participation in this Nonqualified Plan I shall be automatic by operation of Section 2.1 without any further action by the Compensation Committee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Participations |
a0df3009-5f22-471d-90e6-f31566ff826f | Clause:
The term "Obligations" and all other capitalized terms used herein without definition shall have the respective meanings provided therefor in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Definitions |
168fea6a-84f0-41a5-8be0-fc50a5037139 | Clause:
Such Seller has the power under its Governing Documents 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 (e... | Label: Powers |
a0197700-1977-4827-a862-d6dfb34d3ae5 | Clause:
All capitalized terms not otherwise defined herein are used as defined in the Transaction Documents.
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, Autho... | Label: Definitions |
d9095aa8-2019-4026-9f81-b8271609e156 | Clause:
Any 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 (i) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person), (ii) the Bor... | Label: Participations |
b5622898-3451-4e68-a361-be8625ae8637 | Clause:
Effective _____________ (the “Grant Date”), Grantee will be awarded __________ contingent target Performance Stock Units (“PSUs”) pursuant to the terms of this agreement. The actual number of PSUs earned may be equal to, exceed or be less than the contingent target award, and will be based upon the Grantee’s at... | Label: Effective Dates |
8ad61268-dfbd-42b7-81b9-f4a23082fa96 | Clause:
Each Lender hereby authorizes the Collateral Agent to release any collateral that is permitted to be sold or released and release any Guarantor that is permitted to be released from its obligations under the Loan Documents, in each case pursuant to the applicable terms of the Loan Documents. Each Lender hereby ... | Label: Liens |
1f09af6e-3468-4db5-88a0-8acc3646945c | Clause:
The Company and each Subsidiary will maintain, with financially sound and reputable insurance companies, as determined by the Company in good faith, insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the s... | Label: Insurances |
db2d0ca9-7f6d-4e9e-ab16-2ab84a8cfe58 | Clause:
Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section, but subject to such exceptions permitted by the Internal Revenue Service, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any por... | Label: General |
f358bf17-7172-45f4-b50d-bd157ca2fc87 | Clause:
This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Governing Laws |
edba24ac-39db-4efd-ae3d-0b5d20095ebd | Clause:
This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Company and the Executive relating to the subject matter hereof. This Agreement may be amended at any time by mutual written agreement of the parties heret... | Label: Entire Agreements |
953afae3-850a-4d1b-b66f-4140ebdffcd7 | Clause:
No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement. Employee affirms that this Agreement is entered into knowingly and voluntarily without reliance upon any statement... | Label: Entire Agreements |
f6be62da-3ada-4701-a939-74bfb7fcb5e9 | Clause:
This Mortgage may be executed in counterparts, all of which counterparts together shall constitute one and the same instrument (and original signature pages and notary pages from each counterpart may be assembled into one original document to be recorded).
Task: Classify this clause into ONE of these types (ex... | Label: Counterparts |
b505df74-162e-4477-ab1d-45149f1192e5 | Clause:
In the event of termination, the Company shall specify whether termination will change the time at which distributions are made; provided that any acceleration of a distribution is consistent with Section 409A of the Code. In the absence of such specification, the timing of distributions shall be unaffected by ... | Label: General |
17dd9332-3c5c-473c-a8b6-f2fda9bf771c | Clause:
Sellers are not, and, to Sellers’ Knowledge, no other party is in breach of (and no event has occurred which, with notice or the lapse of time or both, would constitute a breach of) any of the agreements listed on Schedule 1.1(a) . Each such agreement constitutes, to Sellers’ Knowledge, the legal, valid and bin... | Label: Agreements |
d335aeb4-dd56-49d4-a98a-fe0a5c4a60b9 | Clause:
The Image File Custodian will comply in all material respects with all Applicable Laws and will comply with all of its obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Compliance With Laws |
6975e406-d84b-4a61-8713-2a4a35aa2595 | Clause:
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of the Fair Market Value of one (1) share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Feder... | Label: Payments |
3e098033-e4af-4802-8fb7-0df6393ca124 | Clause:
No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal income tax purposes with respect to any Award under the Plan, the Participant will pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, ... | Label: Withholdings |
95c80aea-21ec-497d-9559-ffc6a438b3f1 | Clause:
In the event that any provision hereof becomes or is declared by a court or other tribunal of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Severability |
21ea2091-b26d-47ea-b5b1-10243803137b | Clause:
The provisions of this Article XIV shall survive the Closing or termination 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, Authorizati... | Label: Survival |
eb83e989-bcb9-4ac4-8310-10dfefcf49ee | Clause:
(A) Seller shall grant, or suffer to exist, any Lien on any Repurchase Asset (except any Lien in favor of Buyer or any Lien granted or permitted pursuant to any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) ... | Label: Liens |
b27186c7-0d37-4fee-a9f4-7b2f9054ce00 | Clause:
The Board may grant Awards consisting of share appreciation rights (“ SARs ”) entitling the holder, upon exercise, to receive an amount of Ordinary Shares or cash or a combination thereof (such form to be determined by the Board) determined by reference to appreciation, from and after the date of grant, in the ... | Label: General |
672b5d5b-2162-4807-b265-ee965cbaa30b | Clause:
As an annual base salary (“ Base Salary ”) for all services rendered pursuant to this Agreement, Executive will be paid an initial Base Salary in the gross amount of $347,000 calculated on an annualized basis, less necessary withholdings and authorized deductions, and payable pursuant to the Company’s regular p... | Label: Base Salary |
b31f63e7-2ebf-480f-924f-c7ec77edefbd | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver by hand or facsimile (or transmit through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Admi... | Label: Amendments |
30a54d33-34e3-4326-a7c7-28354f6b00c0 | Clause:
No course of dealing on the part of Administrative Agent, Lenders, or their respective officers, employees, consultants or agents, nor any failure or delay by Administrative Agent or Lenders with respect to exercising any right, power or privilege of Administrative Agent or Lenders hereunder, shall operate as a... | Label: Waivers |
3d7c5200-d5a6-41ab-908e-61da131f9ccf | Clause:
The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements.
Task: Classify ... | Label: Waivers |
9f907cad-1f15-46fc-b3b7-6a2b86d9effe | Clause:
Except as otherwise modified or amended herein, the parties hereby ratify and confirm that the terms and conditions of the Original Warrants and Purchase Agreement remain in full force and effect. In the event of any conflict between the provisions of this Agreement and the Original Warrants or the Purchase Agr... | Label: Entire Agreements |
e2bccd6d-2efa-4d67-ac26-e0666033712a | Clause:
The Trust shall cooperate in any offering of Registrable Securities under this Agreement, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents and participation in meetings with Und... | Label: Cooperation |
3a3448aa-c870-4c67-85d3-b92b84c3d03b | Clause:
Each Borrower (and the Borrower Representative) agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) any failure of such Borrower to make a borrowing of, conversion into or continuation of Eurodollar Loans a... | Label: Indemnity |
b718a503-2141-493d-8326-57b3f893dde9 | Clause:
Where a suit or suits have been brought by Licensee, Licensee shall maintain the litigation at its own expense and shall keep any judgments and awards arising from these suits expecting that portion of the judgments attributable to royalties from the infringer shall be divided equally between Licensor and Licen... | Label: Expenses |
79a3ed82-fc6c-4aed-b5b1-c8f805d00a78 | Clause:
All matters disclosed by Seller in the Disclosure Schedule shall be deemed a disclosure of such matter for purposes of the specific Section of this Agreement referenced therein and for any other Section for which the applicability of the disclosed item is reasonably apparent on its face.
Task: Classify this cl... | Label: Disclosures |
16a2e76a-8459-4258-8d75-87afa1ad936d | Clause:
Notwithstanding anything herein to the contrary, payments of the Severance Amount are conditioned on Executive (or, in the event of Executive’s death or disability, the estate of Executive or the authorized legal representative, if any, of Executive, respectively) executing on or before the twenty-first (21st) ... | Label: Releases |
84baca83-a740-4656-96e8-d9415e845125 | Clause:
As GC, you will perform the duties and services assigned to you by the Company, and shall report to the Company’s Chief Operating Officer, or to another designed Executive Officer. You shall also serve as an officer of any affiliate of the Company as designated by the Company. You shall devote such time and att... | Label: Positions |
ebeae01c-f668-4e0a-a45c-571dbe0bbb0d | Clause:
The Borrower and each of the Restricted Subsidiaries own or have obtained valid rights to use all intellectual property, free from any burdensome restrictions, that is necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted except to the extent that the ... | Label: Intellectual Property |
0cad2993-f443-4297-a1ab-5177e81145bf | Clause:
During the Term and thereafter, Executive shall not communicate negatively about or otherwise disparage the Company or its products or each and any of the released parties described in subparagraph 8(i) in any way whatsoever except as may be required for truthful sworn testimony or in connection with a legal or... | Label: Non-Disparagement |
d736fb2f-c58e-45fa-8c69-7cab1c42243b | Clause:
Upon the exercise of a SAR, the Company shall pay to the holder thereof an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to ... | Label: Payments |
f308a8fd-c8c4-411c-ae9e-950d885dd436 | Clause:
If any term or condition of this Agreement and Release shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, this Agreement and Release shall be construed without such term or condition. If at the time of enforcement of any provision of this Agreement and Rel... | Label: Severability |
4865e3b3-038d-487b-902d-6ee853745f8c | Clause:
The execution and performance hereof violates no order, judgment, injunction, agreement or controlling document to which Purchaser is a party or by which Purchaser is bound. If an organization, (i) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it ... | Label: Authority |
e3439ad7-136e-4ffe-89c2-55c82457a6b3 | Clause:
(a) The Loans comprising each ABR Revolving Borrowing shall bear interest at a rate per annum equal to the Alternate 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,... | Label: Interests |
f65c47c3-7204-4e0a-8bdb-6891458a3b96 | Clause:
The Company will provide indemnification no less favorable than that set forth in the Company’s bylaws as in effect on the Effective Date. The Company agrees to use its best efforts to maintain, or continue to maintain, a directors’ and officers’ liability insurance policy or agreement covering Executive to the... | Label: Indemnifications |
0e3d4199-e7ad-4774-a201-12d2c3036962 | Clause:
(a) Keep and maintain its property material to the conduct of its business (if any) in good working order and condition, ordinary wear and tear excepted, and in compliance with all material applicable standards, rules or regulations imposed by any Governmental Authority or by any insurance policy (if any) held... | Label: Insurances |
917f7bae-978a-4578-95a7-3e3b116dbb2b | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on th... | Label: Notices |
70f33df4-8285-4f6f-9f7c-c065593b9116 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, the Company confirms that neither it nor any other Person acting on its behalf has provided any Investor or its agents or counsel with any information that it believes constitutes or might constitute mat... | Label: Disclosures |
8730be62-c0af-4671-bc27-e7a950249eed | Clause:
The Borrower shall, and shall cause each other Restricted Person to, at all times maintain at its own expense with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating ... | Label: Insurances |
e05db792-8112-4c7a-a846-e059c0c9f216 | Clause:
This Agreement has been duly authorized, executed and delivered by Blackstone, is the legal, valid and binding obligation of Blackstone, and does not violate any provision of any agreement or judicial order to which Blackstone is a party or to which Blackstone is subject. All documents to be executed by Blackst... | Label: Authority |
ea46b4f6-4f9f-4695-ae25-7d401b0f8dd1 | Clause:
Effective from and after the Agreement Date, Licensor shall indemnify Licensee and its Affiliates for any and all losses, damages, liabilities, costs and expenses arising in connection with the transactions contemplated by this Agreement as a result of the application of the TUPE Regulations to any directors, e... | Label: Indemnifications |
32d28cdc-ada4-45ee-a8d8-3fdf5cd4a3f2 | Clause:
It is the intention of the Borrower, the Administrative Agent, and the Lenders, and such parties hereby agree, from and after the Effective Date, this Agreement supersedes and replaces the Existing Credit Agreement in its entirety, and that (a) such amendment and restatement shall operate to renew, amend and mo... | Label: Amendments |
17649abe-f895-4761-8b3d-df57118044ce | Clause:
Awards may be granted on the terms and conditions set forth in this Section 5. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 8(d)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the ... | Label: General |
a2730bdc-97c2-4b1e-b82a-9943388d3be5 | Clause:
For all services rendered to SDSP, Employee shall be paid a salary at an annual rate of $124,000 per year, to be established from time to time by the Chief Executive Officer (the "Base Salary"). SDSP may modify the Base Salary at any time. The Base Salary shall be paid in periodic installments in accordance wit... | Label: Base Salary |
d54d9c45-f72a-464a-a149-376d556a7842 | Clause:
This First Amendment shall be governed by and construed and enforced in accordance with the laws of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Governing Laws |
4ea01ca8-ec9e-473f-8562-106cd1f4ce9e | Clause:
This First Amendment may be executed in multiple counterparts, each of which shall be deemed and original and all of which when taken together shall constitute one and the same instrument. An electronic or faxed copy of this First Amendment shall have the same force and effect as the original thereof.
Task: Cl... | Label: Counterparts |
a9e739f6-abeb-4056-8b4d-28f514d1a10f | Clause:
The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of the provisions, nor in any way affect the r... | Label: Waivers |
5755a2a3-ee3b-4877-8e14-6add974977ef | Clause:
This Fifth Amendment and the other Loan Documents executed in connection herewith, unless expressly set forth therein, shall be governed by, construed and enforced in accordance with, the law of the State of Illinois, without reference to the conflicts or choice of law principles thereof.
Task: Classify this c... | Label: Governing Laws |
5f66311e-f08c-4780-8ad9-0a938beb13de | Clause:
Subject to the limitations and other provisions of this Agreement, the Seller’s and the Buyer’s representations, warranties, covenants and agreements contained herein, the Parties’ respective obligation to indemnify the other party pursuant to Section 10.2 and Section 10.3 , and any claims related to this Agree... | Label: Survival |
b223c241-950d-426d-8de0-060fa5d76520 | Clause:
I agree that, during my employment and at all times thereafter, I will hold the Proprietary Information in strict confidence and I will not use, reproduce, disclose or deliver, directly or indirectly, any Proprietary Information except to the extent necessary to perform my duties as an employee of the Company o... | Label: Disclosures |
785ae494-6a28-425f-aa3c-79c769915733 | Clause:
This Agreement and the Revolving Note embody the entire agreement and understanding between the Borrower and Lender with respect to the subject matter hereof and thereof. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. Without limiting the Lender’s right ... | Label: Entire Agreements |
16443a3c-d998-478e-8ef6-1a73c4472c0d | Clause:
The Parties acknowledge that the exportation from the United States of materials, products and related technical data (and the re-export from elsewhere of items of U.S. origin) may be subject to compliance with U.S. export laws, including without limitation the U.S. Bureau of Export Administration’s Export Admi... | Label: General |
26603434-f9c7-4537-b091-ed46a63c2374 | Clause:
Borrower and each Guarantor have good title to the Collateral, free and clear of all liens except those securing the Indebtedness and Permitted Liens. Neither the Borrower nor any of the Guarantors own any real property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Titles |
1e25fbbb-384b-4def-b412-3a3803ba20dd | Clause:
As of the date hereof, the authorized capital stock of the Company consists of, 50,000,000 shares of the Common Stock, par value $.001 per share, of which 24,657,360 were issued and outstanding as of October 12, 2017. All of such outstanding shares have been, or upon issuance will be, validly issued and are ful... | Label: Capitalization |
4beb1a67-8ac1-4ed4-bc8b-5868bcf89f3e | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Class B Warrant shall be determined in accordance with the provisions of the Subscription Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Jurisdictions |
886eb69f-1420-4020-8bcf-bc9e27a90228 | Clause:
Executive acknowledges and agrees that the Company's remedy at law for a breach or threatened breach of any of the provisions of this Agreement, including but not limited to those of Sections 10-14, would be inadequate and difficult to ascertain. Therefore, in the event of a breach or threatened breach by the E... | Label: Remedies |
f7438c4f-5a1b-4328-b9a7-a72b02bdfb00 | Clause:
Seller, Manager, each Intermediate Starwood Entity and Guarantor have filed all required federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have paid all material taxes (including mortgage recording taxes), assessments, fees, and other governmen... | Label: Taxes |
38d64246-fdfb-4434-9390-33879c5017b7 | Clause:
Notwithstanding anything to the contrary in this Agreement, the obligations of Sellers set forth in this Article VII shall survive until sixty days following the expiration of the statute of limitations for the Tax liability in question.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Survival |
e1f5c6a0-ea5b-4cd8-9273-124460b4c3d0 | Clause:
This Agreement shall become effective when it shall have been executed by Borrower, the other Credit Parties signatory hereto and Agent and when Agent shall have been notified by each Lender that such Lender has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benef... | Label: Binding Effects |
8e904ac1-7ef8-4271-9241-dcbc59f2f7b0 | Clause:
The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby and the other Transaction Documents will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict with, or constitute a default (or... | Label: No Conflicts |
befdff96-d77d-4eb6-a725-64a6acc9569d | Clause:
Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages will be inadequate and Parent will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the... | Label: Specific Performance |
001ab0bb-1334-4b0e-b19d-14bc302beb78 | Clause:
(a) Each of the Loan Parties (i) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate power and authority, and the legal right and all requisite governmental licenses, authorizations, consents and approvals to own and o... | Label: Compliance With Laws |
73ed0b45-ae61-470f-b7aa-202d3794399b | Clause:
This Agreement (including the Schedules and Exhibits hereto) and the related Repurchase Documents constitute the entire agreement of the parties hereto and supersedes any and all prior or contemporaneous agreements, written or oral, as to the matters contained herein, and no modification or waiver of any provis... | Label: Entire Agreements |
ae36dc49-19dc-4083-8c04-4f08de5f2e19 | Clause:
This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware without regard to the conflicts of law provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Governing Laws |
7f84d971-ced0-4ee3-ade2-a89bf7641942 | Clause:
This Agreement will terminate on the payment in full or cancellation of the 2017-B Exchange Note.
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, Authoriz... | Label: Terminations |
63120537-85fc-4fcf-9fd1-5bb7f52e2d01 | Clause:
From time to time after Closing, Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments and take such other actions as may be reasonably requested in order more effectively to assure to the other the full beneficial use and enjoyment of the Assets and otherwise to acc... | Label: Further Assurances |
d2908e6e-c595-46ed-bedb-d2bb52272111 | Clause:
The Borrower shall not, and shall not permit any Guarantor or Subsidiary of any of them to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (but not including the Borrower or any Guarantor), excep... | Label: Transactions With Affiliates |
121c736d-fada-4510-9f64-bd20d02f80d6 | Clause:
For the first twelve (12) months of the Employment Term (" Year 1 "), the Company shall pay the Executive an annual rate of base salary of $550,000, inclusive of Executive's automobile allowance and professional allowances, in periodic installments in accordance with the Company's customary payroll practices an... | Label: Base Salary |
ab34b808-0981-4834-ad0f-8d27bdd7032c | 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 one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Each Party acknowledges that it and the other Parties may... | Label: Counterparts |
733c93ad-28c3-473b-acfc-c636f2e22341 | Clause:
Effective as of the First Amendment Effective Date, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example... | Label: Amendments |
1a81079f-3773-4bcf-aa6d-488f5bd8f8af | Clause:
To the extent required by law, the Employer shall withhold any taxes required to be withheld by any Federal, State or local government.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Tax Withholdings |
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