id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b2dacf80-f6fb-4cb2-aed3-d6a2e1de047d | Clause:
The Consultant shall fully comply with all applicable federal, state and local laws, rules and regulations in performing the Consulting Services hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Compliance With Laws |
62ad291f-6257-410c-a151-1d7ff8f6ae6b | Clause:
These hire-on bonus amounts are subject to ordinary income tax. These hire-on bonus amounts cannot be deferred under the Retirement K Savings Plan or the non-qualified Deferred Compensation Plan for Directors and Executives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Taxes |
0fed2b8f-72dd-4d76-8653-f77a522ad6de | Clause:
This Amendment shall be binding upon the Borrower and the Lender and their respective successors and assigns, and shall inure to the benefit of the Borrower and the Lender and the successors and assigns of the Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Successors |
ba38e84e-1db7-4580-8d98-c20398a66612 | Clause:
The Company shall cause the Executive to be paid an annual base salary (the “Base Salary”) as determined by the Board of Directors of ANC or its Compensation Committee (the “Compensation Committee”), which Base Salary, however, shall not be less than $314,150 per year, subject to all applicable withholdings. Th... | Label: Base Salary |
bbcfd566-53af-4702-8c5b-fa19887f7fdf | Clause:
Payment of the Stay Bonus hereunder shall be subject to all applicable income and employment taxes and any other amounts that the Company Group is required by any applicable law to deduct and withhold therefrom.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Tax Withholdings |
10a7ccf2-62d5-44d5-9d88-b60691898916 | Clause:
The parties agree that damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and the parties would not have any adequate remedy at law in the event that any of the provisions of this agreement were not performed in accordance with their specific te... | Label: Specific Performance |
cd9789fc-4963-43c0-aeb9-072ae6278a34 | Clause:
Any rule of construction that a document be construed against the drafter shall not apply to the interpretation or construction of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Construction |
c573dbd5-8b09-4b0b-bd1e-6c034cb105a3 | Clause:
Except as described in the SEC Documents, no Action by or before any court or governmental or other regulatory or administrative agency, authority or body or any arbitrator involving any of the Partnership Entities or their property is pending, or to the knowledge of any of the Partnership Entities, threatened ... | Label: Litigations |
eb444f6b-85d9-4055-be72-57351e6f6d78 | Clause:
If at any time the amount of the Aggregate Outstanding Credit Exposure exceeds the Aggregate Commitment, the Borrower shall immediately make a payment on the Loans or Cash Collateralize LC Obligations sufficient to eliminate such excess. The Aggregate Outstanding Credit Exposure and all other unpaid Obligations... | Label: Terminations |
d0c7605c-ae7a-4042-aae5-56424394330e | Clause:
The parties represent to one another that there are no brokers that are or were involved in the negotiation and/or consummation of this transaction. Seller hereby indemnifies and holds Purchaser harmless from and against any costs, fees, damages, claims and liabilities, including, but not limited to, reasonable... | Label: Brokers |
c32b556b-8fd3-469d-9072-d0c699b4bb82 | Clause:
Except as provided in the following sentence, payments received by Bank from Borrower under this Agreement will be made free and clear of and without deduction for any and all Taxes. If at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any w... | Label: Withholdings |
494d0881-a0db-4821-9051-53a215da26c6 | Clause:
During the Term, you will be paid a base salary of at least [$______] per annum. The base salary will be paid in accordance with the Company’s standard payroll procedures.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Base Salary |
50563286-fd81-43fd-b14e-3b5d82923612 | Clause:
Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: (a) the Subordinated Creditor has the legal capacity and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and nece... | Label: Representations |
dde09e15-c9b4-4012-960d-11846c24d724 | Clause:
Each Party will comply with all applicable laws, rules, regulations and orders of the United States and applicable foreign countries and supra-governmental organizations and all jurisdictions and any agency or court thereof in connection with this Agreement and the transactions contemplated thereby.
Task: Clas... | Label: Compliance With Laws |
e22fe8a6-d56d-41ab-83cd-a0e512bec4c2 | Clause:
Section 12 of the Agreement is incorporated herein by reference mutatis mutandis .
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 Sa... | Label: Venues |
0affb1e1-a3fd-43e4-83ee-1c94de8b6d14 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware 1 , without regard to its conflict of law rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Jurisdictions |
9cacbcda-8839-44e4-beb9-e779dea28550 | Clause:
The Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this Option Agreement and any other Option grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for t... | Label: Consents |
f0955259-8f66-4a83-b8d2-0e8b6ec82f3d | Clause:
Following the severance of Executive’s employment for any reason, Executive agrees not to make any statement or take any action which disparages, defames, or places in a negative light Company, Company-affiliated entities, or its or their reputation, goodwill, commercial interests or past and present officers, ... | Label: Non-Disparagement |
15cbcecc-ca87-42b4-b790-e528c231204c | Clause:
All distributions under the Plan are subject to withholding of all applicable federal, state, provincial, local and foreign income taxes and social contributions (the “Withholding Obligation”). The Company may satisfy such Withholding Obligation by any means whatsoever, including withholding cash from any amoun... | Label: Tax Withholdings |
aae8dac3-c24c-462d-bf0a-71ab984c9478 | Clause:
If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity, the remaining provisions of this Agreement, to the extent permitted by Law shall remain in full force and effect, provided , that the essential terms and conditions of this Agreement for all part... | Label: Severability |
faa26bde-7c4b-4446-89f8-b04d7aa145dc | Clause:
The proceeds of the Advances and issuances of Letters of Credit shall be available (and the Borrower agrees that it shall use such proceeds) solely for general corporate purposes of the Borrower and its Subsidiaries.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Use Of Proceeds |
b52f872f-6ab1-44b3-92ba-221d3d3615f3 | Clause:
Throughout the Term, Employer shall pay Employee an annual base salary (“Base Salary”) of One Hundred Fifty Thousand Dollars ($150,000). All Base Salary shall be payable ratably in bi-weekly installments, or more or less often in accordance with Employer’s standard payroll practices in effect from time to time,... | Label: Base Salary |
9a9dd6f1-8679-42dd-8d00-1390bd518a21 | Clause:
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof.
Task: Classify this clause into ONE of these ty... | Label: Entire Agreements |
660e2c0b-a160-444e-b5db-761b321334d1 | Clause:
The execution, delivery and performance by Sellers of this Agreement and each Ancillary Agreement to which Sellers are a party and the consummation of the Transactions have been duly authorized by all requisite limited liability company action on the part of Sellers and no other limited liability company procee... | Label: Authorizations |
a59165e5-f7ab-4f9d-8a7a-cbc76af2e2b8 | Clause:
EACH SECURED PARTY SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS, ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE, PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO O... | Label: Indemnifications |
24a5434a-570b-4599-ac64-05ef4c9335aa | Clause:
This Agreement and all other Loan Documents executed pursuant hereto shall be deemed to have been made and to be performable in and shall be governed by and construed in accordance with the laws of the Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Applicable Laws |
a8a5940c-ad41-4d17-988d-fdfbb3347045 | Clause:
This Warrant Agreement and the Global Warrant Certificate constitute the entire agreement of the Company, the Warrant Agent and the Global Warrant Holder with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the Company, the Warrant Agent and... | Label: Entire Agreements |
cecce972-d861-4b6e-bdcc-2aedd41e72e1 | Clause:
This Agreement may be executed in one or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall, together, constitute and shall be one and the same instrument. This Agreement, and the counterparts thereto, may be executed by the Parties using thei... | Label: Counterparts |
0aefd2c5-6f0d-4a49-9622-ada28d6f1e62 | Clause:
Subject to Section 3, a Participant will be 100% vested if he remains employed with the Company or any Affiliate or Subsidiary on February 28, 2019 (the “Vesting Date”). For purposes of the Agreement, the “Vesting Period” is the period from the first day of the calendar month that includes the Date of Grant thr... | Label: Vesting |
49072a22-e63a-4260-93ff-572a2dd124ac | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor ... | Label: Severability |
380c4bb3-5e3c-4c86-8b97-fa54c11dae98 | Clause:
Except as described in the SEC Reports, or as set forth on Schedule 3.1(k) , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before o... | Label: Litigations |
5534593a-7e8c-4c7f-889c-902f7973b1f6 | Clause:
Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing. Buyer shall have received a certificate of Seller to that effect.
Task: Classify this clause into ONE of these types (... | Label: Agreements |
dbd939bf-d765-49e8-b331-78309bb95306 | Clause:
The Agreement is binding upon and shall inure to the benefit of Executive’s heirs, executors, administrators or other legal representatives, upon the successors of the Company and upon any entity into which the Company merges or consolidates. The Company shall assign or otherwise transfer this Agreement and all... | Label: Assignments |
7f77735b-e11d-4338-baaa-1b7195524bda | Clause:
The Company agrees to employ Executive and Executive agrees to be employed by the Company, beginning as of February 2, 2017 (the “ Effective Date ”), and Executive’s employment under this Agreement shall terminate on the earlier of (i) the third anniversary of the Effective Date and (ii) the termination of Exec... | Label: Employment |
a52e7d5d-49d6-428d-b371-f30e6272c744 | Clause:
References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference only and shall not li... | Label: Construction |
6108c9af-680e-4e0c-b3e7-8bc69dea5d37 | Clause:
Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Task: Classify this clause into ONE of these types (exact... | Label: Headings |
048de5bc-81a0-4edb-965b-45fffbec25f0 | Clause:
This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Entire Agreements |
3f298786-f2eb-44fa-b3fe-cd1a837a7773 | Clause:
This Agreement contains the entire agreement between the parties with respect to Marcum’s employment by Employer and the Bank and supersedes the Prior Agreement in its entirety. Each of the parties acknowledges that the other party has made no agreements or representations with respect to the subject matter of ... | Label: Entire Agreements |
2008db7e-823b-4efe-9736-8e2e13095974 | Clause:
The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each Subsidiary Guarantor and the Administrative Agent. Any such amendment or waiver shall be binding upon the Administrative Agent, each Lender, each holder of any of the Guaranteed Obligations and e... | Label: Amendments |
d5b28142-13a0-4d28-a074-14865bd9ebe3 | Clause:
If any provision hereof is found invalid or unenforceable pursuant to a judicial decree or decision, the remainder of this Agreement will remain valid and enforceable according to its terms. Where any provision herein has been adjudicated to exceed the maximum force allowable by law, the court will interpret s... | Label: Severability |
a9cc40ba-e743-4511-bf10-3360a7af1cd8 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Governing Laws |
b6bdaf90-8629-4b7f-86f8-5510caeade24 | Clause:
Purchaser is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware. This Agreement and all documents executed by Purchaser which are to be delivered to Seller at Closing (the " Purchaser Closing Documents " ) have been or will be on the Closing Date duly a... | Label: Authority |
9521f10e-6a04-4ea7-a07c-f81b4f55fc2a | Clause:
This Assignment shall be governed by and construed in accordance with the laws of the State of California as applied to agreements among California residents which are entered into and performed entirely within California. In the event of a dispute or claim under this Assignment, the parties submit to the exclu... | Label: Governing Laws |
e0889466-5cb6-48e3-b74f-6f6eb8aa953b | Clause:
I agree that this Agreement is intended to be enforced as written. However, if any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a duly authorized court having jurisdiction, then I agree that the remainder of this Agreement, or the application of such portion or pr... | Label: Severability |
fc160d7f-e6ae-4a5c-99d9-7a04ca84dfd9 | Clause:
Waiver by either you or by Employer of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied fro... | Label: Waivers |
2f7bbb48-45be-494a-aa1c-b942cc13dda4 | Clause:
If the Grantee incurs a Separation from Service during the Second Year due to the Grantee’s death, the Grantee shall become vested, on the date of Separation from Service, in the number of Performance Shares tentatively earn ed under Sections 3(a)(1), 3(a)(2) and 3(a)(3); provided, however, that the sum of the... | Label: Death |
43f66568-512f-47e3-93c4-1acb51dff70d | Clause:
This Agreement 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, and shall become effective as provided in Section 6.04 of the Collateral Agreement. Deli... | Label: Counterparts |
dda10756-7c0f-47bf-8e4e-2096229dd332 | Clause:
During the Employment Term, the Company shall be entitled to withhold from the payment of any compensation and provision of any benefit under this Letter Agreement such amounts as may be required by applicable law, including without limitation for purposes of the payment of payroll and income taxes.
Task: Clas... | Label: Tax Withholdings |
6c0a1e77-5079-47c1-9067-29ab25d90ee4 | Clause:
The Transferor is Solvent.
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, Capital... | Label: Solvency |
8b599dbb-ab11-4c22-b411-5f188f43c717 | Clause:
The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business except to the extent... | Label: Existence |
556bcc6a-7b58-47d0-b8df-e5493e5c118a | Clause:
The Company and the Investors shall cooperate with each other and shall take such further action and shall execute and deliver such further documents as may be reasonably requested by any other party in order to carry out the provisions and purposes of this Agreement. The Investors agree that they shall not dir... | Label: Further Assurances |
d4676901-ae7c-42f9-8113-e830a9532c9e | Clause:
Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or admini... | Label: Litigations |
f5b513a9-639a-461f-88b4-8c61753cd10b | Clause:
Each person who is or has been a member of the Committee or the Board, and any individual or individuals to whom the Committee has delegated authority under Article 2 of the Plan, will be indemnified and held harmless by the Corporation and its Affiliates from and against any loss, cost, liability, or expense t... | Label: Indemnifications |
0913f950-833b-429e-8443-97d14d136c3d | Clause:
The Executive’s employment hereunder shall be effective as of the Effective Date and shall continue until the third anniversary thereof, unless terminated earlier pursuant to Section 5 of this Agreement; provided that , on such third anniversary of the Effective Date and each annual anniversary thereafter (such... | Label: Terms |
811b698f-8718-4257-aa67-2b229e5cd6b8 | Clause:
All headings used herein are used for convenience only and shall not be used to construe or interpret this Agreement. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Headings |
63f734c6-50c9-488a-bdd3-a2f5e5148ad1 | Clause:
This Agreement shall be effective as of the date set forth at the beginning of this Agreement and, subject to the provisions of the Partnership Agreement, shall continue for a term of twenty (20) years after the Completion Date, and thereafter on a year-to-year basis subject to termination by either Party upon ... | Label: Terms |
97c244b2-0935-42a1-839e-13129c7d5503 | Clause:
The headings of the sections of this Fifth Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Fifth Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Headings |
60e2c0bd-a3a7-4b5d-94dc-116e2dc2d589 | Clause:
Each of Stockholder, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that suc... | Label: Specific Performance |
f14196fc-407b-447f-90f2-b42430dceb60 | Clause:
Section 12.6 of the Limited Liability Company Agreement shall govern this Amendment.
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 ... | Label: Governing Laws |
efa4dbea-8b40-45da-9b9b-5a41e68d5bda | Clause:
The principal amount of this Note, together with accrued and unpaid interest thereon, shall be due and payable on August 17, 2018. Principal and interest under this Note shall be payable in U.S. dollars to the Holder by wire transfer in immediately available funds to an account designated by the Holder in writi... | Label: Payments |
9e1587a3-b0ed-4d06-8911-ca52886bad35 | Clause:
Any failure by the Mortgagee to insist upon the strict performance by the Mortgagor of any of the terms and provisions of this Mortgage shall not be deemed to be a waiver of any of the terms and provisions of this Mortgage, and the Mortgagee, notwithstanding any such failure, shall have the right thereafter to ... | Label: No Waivers |
37340089-f9ba-410e-998e-d2811d0f02e0 | Clause:
There are no federal, state, county, local or foreign Taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign Taxes of the Company which are due, whether or not assessed or disputed. No claim has been made by any taxing auth... | Label: Payments |
d2f9d1c6-dcd9-4fe1-ac28-a2eab3618a87 | Clause:
This Note is the result of negotiations between and has been reviewed by each of Borrower and Lender as of the date hereof and their respective counsel; accordingly, this Note shall be deemed to be the product of the parties hereto, and no ambiguity shall be construed in favor of or against Borrower or Lender. ... | Label: Construction |
2cf77021-be2e-4167-88ca-d8a58022b8bd | Clause:
The Seller shall pay to the Administrator certain fees in the amounts and on the dates set forth in a fee letter, dated the date hereof, among UGI, the Seller and the Administrator (as such letter agreement may be amended, supplemented or otherwise modified from time to time, the “ Fee Letter ”).
Task: Classif... | Label: Fees |
139de7a9-0119-4e39-9044-b718791a5120 | Clause:
The Company will have the right to assign and/or transfer this Agreement to its affiliates, successors and assigns. The Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ the Executive may be transfer... | Label: Assignments |
1b5559a4-e8c5-41bc-98e6-9ee3c4d65231 | Clause:
Borrower shall indemnify, defend and hold the Bank and any Bank Affiliate and their respective directors, officers, employees, agents and attorneys (each, an “ Indemnitee ”) harmless of and from any claim brought or threatened against any Indemnitee by Borrower or endorser of the Obligations, or any other Perso... | Label: Indemnifications |
b7210975-2b6f-47c1-8142-620dea692ede | Clause:
No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Seller or i... | Label: Brokers |
0dae1593-dd94-44ce-ac75-d32bc6c94c41 | Clause:
This Agreement will be construed and enforced in accordance with the laws of California, without regard to conflict of law principles. The Parties hereby submit to the personal jurisdiction of the U.S. Federal Courts in California. The UN Convention on Contracts for the International Sale of Goods will not appl... | Label: Governing Laws |
f1832c6c-b237-48e4-9809-ac2257d5100d | Clause:
Borrower shall pay on demand all of Lender’s reasonable attorneys’ fees and out-of-pocket costs incurred by Lender in: (a) enforcing this Agreement or any other Loan Documents and Lender’s rights in its Collateral; and (b) the collection of any amounts due under this Agreement or any other Loan Documents, wheth... | Label: Costs |
de55dc83-f5c5-42c9-a2d5-2d0c1890e464 | Clause:
Effective as of December 15, 2016 (the “ Option Vesting Date ”), the Accelerated Options will vest and become exercisable in full.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Vesting |
7ff4ea2f-4803-4963-ac10-72593dfb384c | Clause:
Each of the Borrower and each of its Subsidiaries has title in fee simple to, or a valid leasehold interest in, all its real property, subject only to Liens and other matters permitted by Section 6.3, and good title to, or a valid leasehold or other property interest in, all its other Property, and none of such... | Label: Liens |
bebb665e-2c5b-4ac0-b8b2-99f8f4636ff5 | Clause:
The Borrower shall assist the Administrative Agent with, and take all actions reasonably requested by the Administrative Agent in connection with, the engagement of servicers, medical underwriters and tracking agents and the enabling of such parties to perform the services for which they have been retained by t... | Label: Cooperation |
12a0a529-9a17-44df-ae28-b9cd14ee5810 | Clause:
The Plan and Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan, and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participan... | Label: Entire Agreements |
c7320e72-7cdb-46a8-87af-2d39d2eba487 | Clause:
The invalidity or unenforceability of any particular provision or part of any provision of this Agreement shall not affect the other provisions or parts hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Severability |
ef9a37c1-66ea-40b6-a442-b56f94659ecb | Clause:
This Forbearance Agreement, Consent and Amendment shall be binding upon and inure to the benefit of the Borrowers, the other Obligors, the Lenders, the Administrative Agent and their respective successors and permitted assigns; provided that, unless otherwise permitted by the Facility Agreement, neither the Bor... | Label: Assignments |
59121f8b-4db5-4dc7-977e-a9e7b649d13f | Clause:
The Option will become nonforfeitable, and the portion of the Option that has vested may be exercised to receive Shares (“Option Shares”), in equal annual installments (subject to mathematical rounding performed by NCR’s TPA) on each of the first (1 st ), second (2 nd ), third (3 rd ) and fourth (4 th ) anniver... | Label: Vesting |
ed3b79ed-8674-41d8-acc8-5b81a9980a35 | Clause:
Each of the Parties to this Agreement shall use such Party's commercially reasonable efforts to take such actions as may be necessary or reasonably requested by the other Parties to this Agreement to carry out and consummate the transactions contemplated by this Agreement by the Closing Date or extension thereo... | Label: Further Assurances |
6d752fa3-e9fd-4d39-a4b9-13325bd83c7e | Clause:
Executive shall be paid a base salary (the “Base Salary”) of $250,000 per year from the date hereof until January 1, 2016 and, thereafter, $325,000 per year, less applicable deductions, payable in installments in accordance with the Company’s customary payroll practices. The Company may, in its sole discretion,... | Label: Base Salary |
75c861d4-578b-436e-9f41-4b626dd67057 | Clause:
Any of the terms, covenants, or conditions hereof may be waived only by a written instrument executed by or on behalf of the Person waiving compliance. No course of dealing on the part of any Party, or their respective officers, employees, agents, or representatives, nor any failure by a Party to exercise any o... | Label: Waivers |
e3625a97-d775-46c2-95ba-ccf56b3e9b08 | Clause:
In the event of a breach, violation or threatened breach or violation by Executive of any provision of this Agreement Section 6, Executive agrees that the Company shall be entitled to relief by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to other legal an... | Label: Remedies |
c3d9f8a0-3cb2-41e6-b6e6-1996dd1bf5f2 | Clause:
The Company shall pay directly, or advance funds to Executive or reimburse Executive for, all expenses reasonably incurred by him in connection with the performance of his duties hereunder and the business of the Company including reimbursing certain fixed, recurring, work related local travel and transportatio... | Label: Expenses |
39ca9912-6edb-42ce-9882-8bc083e3fcc6 | Clause:
With respect to payment, reconciliation and confirmation of Additional Minimum Rent, the terms and provisions of Section 3.1.2(c) and (d) of the Real Property Lease shall control as if the Leased Property were a part of the “Leased Property” under and subject to the terms of the Real Property Lease.
Task: Clas... | Label: Payments |
2791b0ed-d99b-4052-b7f1-389e6f23fba3 | Clause:
This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been indefeasibly paid and performed in full... | Label: Terminations |
d55c80de-8c29-4f5d-8441-850e52bd4c0c | Clause:
The Borrower has been duly organized and is validly existing and in good standing under the laws of the State of Delaware (and is not organized under the laws of any other jurisdiction or Governmental Authority) with the requisite power and authority to own its properties and to conduct its business as such pro... | Label: Organizations |
7285ad21-0ab2-4d6c-97ec-ef45651ffb8d | Clause:
All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Board or mailed to its principal office, addressed to the attention of the Board; and if to the Participant, shall be delivered personally, sent by facsimile transmission or mailed to the Participant at ... | Label: Notices |
5a28a9ea-c993-4ec4-8d2f-cc3df8fad170 | Clause:
All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (i) if delivered personally, when delivered; (ii) if delivered by overnight carrier, on the first business day following such delivery; (iii) if de... | Label: Notices |
88414b53-ada0-4ba4-a1cb-0d946ced7df3 | Clause:
Buyer and its representatives shall hold in confidence all non-public data and information obtained with respect to Seller or its business, whether obtained before or after the execution and delivery of this Agreement, and shall not disclose the same to others; provided, however, that it is understood and agree... | Label: Confidentiality |
26ccf58c-de82-4ced-ab90-4ddd32c9e567 | Clause:
The Administrative Agent shall have received a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from the Borrowers in accordance with Section 2.3(a) , 2.8 or Section 5.2 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Notices |
7cf64674-de89-42b2-9751-a4d36bc1d233 | Clause:
The Company will indemnify and defend you in accordance with the formation documents, charters, bylaws or applicable insurance policies of the Company, and in accordance with any other law or statute affording you a right of indemnification and defense, including but not limited to Section 145 of Title 8 of the... | Label: Indemnifications |
500e99b1-cbab-4342-b735-1c62ad482a54 | Clause:
The term of your employment under this Agreement shall commence on July 1, 2017 (the “ Effective Date ”) and, unless earlier terminated under this Agreement, shall expire on June 30, 2022 (the “ Expiration Date ”). The period from the Effective Date through the Expiration Date is referred to herein as the “ Ter... | Label: Terms |
0f8f1674-bb2d-4226-8050-5b860e244c10 | Clause:
Notwithstanding the provisions of Section 4(a) of this Agreement, this Agreement and Executive’s employment hereunder shall terminate automatically upon Executive’s death and Executive’s rights under this Agreement shall cease as of the date of such termination, except that (i) the Bank shall pay to Executive’s... | Label: Death |
9893b1e3-3b34-42cb-8fc1-222cccdc48ae | Clause:
This Agreement may be terminated upon mutual agreement of the Parties. Kulr may terminate this Agreement immediately and without prior notice if ESLI refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.
Task: Classify this clause into ONE of these types (... | Label: Terminations |
a68e859f-7679-4181-ad3c-0f499636ac65 | Clause:
No amendment, modification, termination or waiver of any provision of this Guaranty, or consent to any departure by any Guarantor therefrom, shall in any event be effective without the written concurrence of Requisite Lenders, the Administrative Agent and each Guarantor pursuant to the terms of the Credit Agree... | Label: Amendments |
cf74f223-1b4a-4a7c-b88c-115c593cda20 | Clause:
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without the said provision; provided , however , that in such event this Agreement shall be interpreted so as... | Label: Severability |
305273f2-42f4-4b32-882d-c3f64c047019 | Clause:
This Security Agreement, together with the Intercreditor Agreement and the other Security Documents, embodies the entire agreement and understanding between the Grantors and the Collateral Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Collat... | Label: Entire Agreements |
0ffde29e-b3ce-4438-a4c4-e032989acf5a | Clause:
The Board may amend this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) of the Code and any rule of the Nasdaq Global Market or any other stock exchange on which Shares are then traded; provided , howev... | Label: Amendments |
f124d712-1b5d-47da-ba5f-a4502bf65a0e | Clause:
The Company will, and will cause each Restricted Subsidiary to, use the proceeds of the Notes for working capital and general corporate purposes, which may include purchases of Receivables Portfolios, Permitted Acquisitions and repayment of Indebtedness. The Company shall use the proceeds of the Notes in compli... | Label: Use Of Proceeds |
90f7ced0-23e4-40ad-af1d-0d5cb7bd1493 | Clause:
All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation or removal of the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Survival |
66308b62-9350-4a0d-a335-0ab71d005a99 | Clause:
Each request for a Loan advance made by Borrower to Agent and Lenders pursuant to this Loan Agreement and the Other Agreements shall constitute an automatic representation and warranty by Borrower to Agent and Lenders that there does not then exist an Unmatured Event of Default or Event of Default.
Task: Class... | Label: Representations |
cf382ec0-c913-4170-b7ea-eee9a9ad3d25 | Clause:
The Borrower and, to the best of the Borrower’s knowledge, its ERISA Affiliates are in compliance in all material respects with the applicable provisions of ERISA. Neither the Borrower nor, to the best of the Borrower’s knowledge, any ERISA Affiliate has incurred any material accumulated funding deficiency with... | Label: Erisa |
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