id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e82ef9db-ae0c-44ce-b6b4-a8eb4c6ba18e | Clause:
This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of Borrowers, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until October 10, 2022 (the “Term”) unless sooner terminated as... | Label: Terms |
9532c61f-ba48-4900-8490-aa3974e384be | Clause:
The authorized, issued and outstanding shares of the capital stock of the Company is as set forth in the SEC Filings and all issued and outstanding shares of the Company are validly issued, fully paid and nonassessable. Except as set forth in the SEC Filings, there are no outstanding options, warrants, agreemen... | Label: Capitalization |
23d87c72-779e-41a0-8baf-8265961f8a9b | Clause:
All required documentary, filing and recording fees and expenses in connection with the filing and recording of the Assignments, deeds, conveyances or other instruments required to convey title to the Properties to the Partnership shall be borne by the Partnership. Any and all sales, use, transfer, stamp, docum... | Label: Expenses |
ea3b8b93-fa45-4a00-b72b-186a5e44b36d | Clause:
This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement, to the extent delivered by means of a facsimile machine or elec... | Label: Counterparts |
df0ef72c-23b8-4a64-bd95-624f96561e3f | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Loan Party, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Restricted Subsidiaries or against any of their properties or reve... | Label: Litigations |
13a65147-a380-4f84-9fac-9233a7bb140c | Clause:
The Lender shall have received (i) audited consolidated financial statements of the Borrower for the 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of Borrower for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to c... | Label: Financial Statements |
d2ef81d1-060d-4e42-b7b6-b6a256e07c93 | Clause:
This Agreement and all questions arising in connection herewith shall be governed by the laws of the State of South Carolina.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Governing Laws |
ae7db7cf-9c6d-4687-b689-344023adb50e | Clause:
This Agreement shall be effective as of the date hereof, other than Section 2 and Section 4, which shall become effective solely upon the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Effectiveness |
7125d680-0ed5-410f-b651-4aef46d4f06a | Clause:
At the time that the Executive ceases to be an employee of the Company and its affiliates, the Executive agrees that he shall resign from any offices he holds with the Company and any affiliates of the Company, including any boards of directors or boards of managers positions held at the Company or any of its a... | Label: Terminations |
52e96ad5-ea48-44d8-96dd-3bc269d07e69 | Clause:
If a participant experiences (a) a Separation from Service as a result of the participant’s death or Disability or (b) an I nvoluntary Separation from Service by the Company without Cause or as a result of the participant’s resignation for Good Reason, the Company shall pay to the participant the severance bene... | Label: Benefits |
90357a59-f207-4b52-a333-cffd361f7c34 | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania applicable to contracts made and to be performed entirely within such Commonwealth. All questions concerning the construction, validity, enforcement and interpretation of this Agreement sha... | Label: Governing Laws |
cd8b16ea-c0c6-486a-a5b6-57f8e78c374d | Clause:
Each Lender and each L/C Issuer agrees that (i) any action taken by the Administrative Agent, the International Collateral Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the International Loan Documents, (ii) any action ... | Label: Binding Effects |
f90dc9f5-281a-4bee-8888-cedda6a906a3 | Clause:
(a) In the case of the Borrower, shall use the proceeds to the Loan solely to (i) repay existing indebtedness under the Existing Credit Agreement and (ii) make a distribution to Parent of the remaining Loan proceeds and (b) shall not use the proceeds of the Loan to purchase or carry, or to reduce or retire or r... | Label: Use Of Proceeds |
829f951d-ac1e-422e-9ecd-0cd049e29c91 | Clause:
This Agreement may be executed in multiple counterparts, each one of which shall constitute an original executed copy 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, As... | Label: Counterparts |
ae7b1eac-2d88-4a1d-9e38-72bcabd2153f | Clause:
The Company may terminate the Executive’s employment at any time with or without Cause, subject to the provisions of this Section 7. The Executive may voluntarily terminate employment for any reason upon 30 days’ prior written notice to the Company or in accordance with the requirements of Section 7(d) in the e... | Label: Terminations |
9e564af6-2d45-488f-acb4-5bc3e6bfa3a9 | 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 a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person), a Defaulting Len... | Label: Participations |
68f55160-beb9-435f-82a5-ba4cc1ae2a23 | Clause:
All notices of any kind to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier (e.g., FedEx, UPS, DHL, etc.) or by registered or certified mail, return receipt requested and p... | Label: Notices |
67d51364-d192-45dd-9ebc-a95e8d0a954d | Clause:
Whether or not the Spin-Off is consummated, all costs and expenses incurred in connection with this Agreement and the Spin-Off will be borne by Parent, unless otherwise provided herein or in the Transition Services Agreement. The costs and expenses related to (a) the preparation and filing by Hamilton Beach Hol... | Label: Expenses |
9570d85a-568b-49bf-bad6-37e1772baf07 | Clause:
This Agreement (and any claims or controversies arising out of or relating to this Agreement) shall be construed in accordance with and governed by the laws of the State of Tennessee without regard to the conflicts of laws principles that would result in the application of any law other than the law of the Stat... | Label: Governing Laws |
12468269-ee48-4da3-8bd5-22381e0e595e | Clause:
Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have con... | Label: Financial Statements |
42587277-14ac-46b2-9da1-45fb3f41c390 | Clause:
Except with respect to any claim or contest regarding the validity or enforceability of, or liability under, Section 3, the Company agrees to pay as incurred, to the full extent permitted by law, all legal, accounting and other fees and expenses which the Executive may reasonably incur as a result of any claim ... | Label: Expenses |
3538e5ed-fb1a-4bfc-a7b2-c0d2e528f07d | Clause:
All notices and other communications provided for hereunder shall be given in accordance with Section 12.1 of the Credit Agreement. Delivery by telecopier or email (in .pdf or similar electronic format) of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Pledge Ag... | Label: Notices |
763063aa-3f01-4211-bb15-6db0b3bc0414 | Clause:
The Company intends to use the net proceeds from the sale of the Shares hereunder for general corporate purposes, including organic growth and potential acquisitions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Use Of Proceeds |
094288f1-f0da-47f5-851e-b1c8c8369787 | Clause:
Any payments or portions thereof due hereunder which are not paid when due shall bear interest equal to **, calculated on the number of days such payment is delinquent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Interests |
70931bef-663b-4a24-bf3a-8895864d3142 | Clause:
Headings in this Plan are included for convenience and shall not be considered in the interpretation of the Plan. References to sections are to Sections of this Plan unless otherwise indicated. Pronouns shall be construed to include the masculine, feminine, neutral, singular or plural as the identity of the a... | Label: Construction |
71bf9890-ece0-4172-a18d-683cafb815f5 | Clause:
Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the a... | Label: Notices |
647388e7-f993-4a89-8d8e-6942b86a6c2e | Clause:
(a) The Borrower will, and will cause each of its Restricted Subsidiaries to, (i) keep all tangible property necessary to the business of the Borrower and its Restricted Subsidiaries in satisfactory working order and condition, ordinary wear and tear excepted and subject to the occurrence of casualty and conde... | Label: Insurances |
3384ddad-a263-42a9-a47d-2ce58e5a6e02 | Clause:
This Proxy Agreement may not be assigned, whether outright or by operation of law, by any party hereto without the prior written consent of the non-assigning party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Assigns |
cc6a9b27-af8c-4829-88b7-48d674769504 | Clause:
The Option Holders agree that irreparable damage may occur in the event any provision of this Agreement was not performed by the Option Holders in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity... | Label: Specific Performance |
015e973d-0e75-4998-9b86-11a373038636 | Clause:
Any action to enforce, challenge or construe the terms or making of this Agreement or to recover for its breach shall be litigated exclusively in a state court located in Marion County, Indiana, except that the Employer may elect, at its sole and absolute discretion, to litigate the action in the county or stat... | Label: Venues |
c58114c8-23f1-4db6-a074-6a96e40bb804 | Clause:
Subject to the terms and conditions of this Agreement, each party hereby agrees to execute and deliver, or cause to be executed and delivered, any additional documents and take, or cause to be taken, all actions, and do, or cause to be done, all things consistent with the terms of this Agreement as may be reaso... | Label: Further Assurances |
4c188dbb-137f-464a-b47d-a8f27a69b582 | Clause:
The Board may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Restricted Shares granted herein, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that wo... | Label: Amendments |
93d84116-9b4a-467e-9173-7aee40c795d2 | Clause:
EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEE... | Label: Submission To Jurisdiction |
ee59ba64-9ec0-45fb-b821-8c2ce8028992 | Clause:
In the event any party is required to bring legal proceedings to enforce any financial obligation of a party hereunder, the prevailing party in such action shall be entitled to recover all court costs, costs of collection, and a reasonable attorney's fee, which the lien provided for herein shall also secure.
T... | Label: Costs |
ea5e52ff-cc17-4d45-aade-6c1e33e9e0ca | Clause:
I agree that I will not make any statement, written or verbal, in any forum or media or take any action in disparagement of the Company, including but not limited to negative references to the Company or its products, services, corporate policies, or current or former officers or employees, customers, suppliers... | Label: Non-Disparagement |
3e79f084-dadb-4437-8af6-5092ed518cae | Clause:
The Agent shall not have any duties except those expressly set forth in the Loan Documents. The conferral upon the Agent of any right shall not imply a duty to exercise such right, unless instructed to do so by Lenders in accordance with this Agreement.
Task: Classify this clause into ONE of these types (exact... | Label: Duties |
63073f8e-44ab-4d26-972f-ff86bf408518 | Clause:
This Agreement (including any exhibits hereto) supersedes any and all other understandings and agreements (including without limitation the Original Agreement), either oral or in writing, among the parties (including affiliates of the Company) with respect to the subject matter hereof and constitutes the sole a... | Label: Entire Agreements |
7ba6298f-6001-452d-8344-9fb66e3fc32e | Clause:
Except as otherwise expressly set forth in this Article II , the Pride Shareholders make no other representations or warranties and expressly disclaims any other representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the business of Pride or the assets ... | Label: Warranties |
24d383f4-0942-4f94-8c83-01baf59ce93c | Clause:
The representations, covenants and agreements herein contained shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns. Any person succeeding to the Membership Interest of a Member shall succeed to all of such Member’s rights, interests and obligations ... | Label: Benefits |
2511a11c-81fc-4aa8-81bc-87a40c3e859a | Clause:
This Agreement will be governed by the laws of the State of North Carolina (with the exception of its conflict of laws provision.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Governing Laws |
fbb9751f-9174-4844-b4b0-bf1b72a31157 | Clause:
Each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted, except as would not reasonably be expected to have a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging any Intellectual Property o... | Label: Intellectual Property |
cc6eb0a0-76ce-4816-9f5e-035281f68162 | Clause:
No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Entity or other Person (or group of Persons) is required in connection with the execution, delivery or performance of this Agreement or the Warrants, except for such consents, approvals, authorizatio... | Label: Consents |
ce68f2e1-e71c-4192-8c9c-4f2010d6074f | Clause:
The RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered. Upon your Termination of Service for any reason, other than as set forth in paragraphs (b) – (e) of Paragraph 3 hereof, you shall forfeit all of your right, title and interest in and to all unvested RSUs, except as determined by t... | Label: Forfeitures |
aace668a-4c88-4163-8390-53ce33dc98da | Clause:
Each party covenants that at any time, and from time to time, after the Closing, it will execute such additional instruments and take such actions as may be reasonably requested by the other parties to confirm or perfect or otherwise to carry out the intent and purposes of this Agreement.
Task: Classify this c... | Label: Further Assurances |
2a92f27b-4477-49a3-9082-0008ef3c5016 | Clause:
Subject only to the acceleration provisions of Section 10, all unpaid principal, fees and accrued and unpaid interest shall be due and payable in full on January 3, 2019 (the “ Maturity Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Terms |
0c4d2368-a4d8-4fc9-aaa8-b3191de37fd9 | Clause:
Except as provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties hereto, except that Parent may assign, it its sole discretion, any or all of its rights, interest and obligat... | Label: Assignments |
2540b0ee-2d95-4824-b472-2d4f4bc5f3e5 | Clause:
This Letter Agreement may only be enforced by CF Corp at the direction of Sponsor, and nothing set forth in this Letter Agreement shall be construed to confer upon or give to Seller or any other Person (including CF Corp’s and Seller’s direct and indirect creditors), other than the parties hereto and their resp... | Label: Enforceability |
9171d67d-ff57-4f1e-93d6-ccee9019a914 | Clause:
The Seller and the Project Assets are insured in such amounts, against such losses and with such insurers as are customary when considered in light of the nature of the properties and businesses of the Seller as now conducted and as presently contemplated to be conducted. No notice of any termination or threate... | Label: Insurances |
6706389c-2bda-4999-92f7-65b11d0b593e | Clause:
The authorized Acquiree Membership Units of Acquiree consist of 20,000 membership units. As of the date of this Agreement and the Closing, there are and will be 10,000 Acquiree Membership Units issued and outstanding. Exhibit A sets forth a complete and accurate list of all holders of Acquiree Membership Units,... | Label: Capitalization |
cbd9978a-c429-4941-9a37-fb9ed02acd1e | Clause:
There does not exist any Default or Event of Default.
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 Effec... | Label: No Defaults |
ec0beb05-f232-47b0-bc33-221c2f74fe67 | Clause:
If there are such Vested RSUs on the Participant's death, within thirty days of the Participant's death, one share of Stock will be issued for each such Vested RSU.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Death |
52394a90-729e-456e-a434-adc4bc883f4d | Clause:
All payments made by the Company to you hereunder except for COBRA payments and expense reimbursements shall be subject to all applicable withholding deductions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Tax Withholdings |
5629d8c2-d53d-46ba-84d1-60ba61938e6e | Clause:
The Company owns or possesses the right to use all patents, trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or c... | Label: Intellectual Property |
219915d1-5762-445c-af64-99cc11a4d343 | Clause:
Except as provided in Section 8.02 in respect of the Accounting Firm, each Party shall bear its own expenses incurred in connection with this Article II.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Expenses |
ae697f40-8038-42ae-a8a5-f26342ef22b4 | Clause:
This Plan is intended to be an unfunded “top-hat” plan within the meaning of U.S. Department of Labor Regulation Section 2520.20.104-24 and shall be interpreted, administered and enforced in accordance with ERISA. To the extent state law is applicable, the laws of the State of California without regard to any p... | Label: Governing Laws |
511d045d-829c-44ac-aacd-f588ca8c1478 | Clause:
This agreement is governed by and shall be construed in accordance with the law of the state of Delaware without regard to the principles of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Governing Laws |
15306466-e7bc-43ba-8e01-77cd8a370ba5 | Clause:
U pon payment in full and performance of all of the Secured Obligations, and otherwise in accordance with the terms, conditions and provisions set forth in Section 9.20 of the Credit Agreement, Mortgagee shall deliver to Mortgagor a written release or satisfaction of this Mortgage (without recourse and without ... | Label: Releases |
c71c23f0-b53d-4135-beb2-47e91d1aa856 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Applicable Laws |
8445f61f-1355-4ba8-8925-04ae80389721 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
5aa4c8d7-e71d-4823-a9e8-d5af074c95ac | Clause:
The PoViva Members have the legal power, capacity and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the PoViva Members hereunder and to consummate the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly... | Label: Authority |
6e2c4f6a-803d-46e6-ad00-6bb30ef19d91 | Clause:
Pay and discharge promptly when due all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its Property before the same shall become delinquent or in default, as well as all lawful material claims for labor, materials and supplies or oth... | Label: Taxes |
632b5f7b-8a98-47ea-8981-b968841ab5f9 | Clause:
For avoidance of doubt, any dispute arising under this Local Country Agreement will be resolved in accordance with the provisions of Schedule 3.2 (Account Governance) and Schedule 20.1 (Dispute Resolution Procedure) of the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Jurisdictions |
b185149c-8d93-4099-8df4-3db0e3050296 | Clause:
Upon a determination that the Executive is Disabled, the Company will pay to Executive a lump sum equal to 6 months of Executive’s then Base Salary, reduced by any disability insurance maintained by the Company to be received by Executive for 6 months following his termination of employment, payable within 30 d... | Label: Benefits |
758690da-a9ed-4331-91f2-fbe85fd9ac63 | Clause:
Any item listed or referred to in any Schedule pursuant to any Section of this Agreement will be deemed to have been listed in or incorporated by reference into any other Schedule to the extent that the applicability of the information disclosed to such other representation and warranty or Schedule is reasonabl... | Label: Disclosures |
256cd906-05d4-4a13-90c5-dc6ff9182f45 | Clause:
The Borrower has no Subsidiaries, and is not engaged in any joint venture or partnership with any other Person. The Borrower has no Investments in any Person other than Permitted Investments. The Member is the only member of the Borrower. There are no outstanding rights to purchase or options, warrants or simil... | Label: Subsidiaries |
8ccc620c-cc1f-473b-8d7f-507610df1be5 | Clause:
Guarantor agrees to pay, without duplication of any amounts paid under Section 14.5 of the Loan Agreement, on written demand all reasonable costs and expenses incurred by Administrative Agent or any other Lender Party in connection with the negotiation, preparation, execution, and performance of this Guaranty A... | Label: Expenses |
4852c3a2-e820-42ff-ac32-557d71907095 | Clause:
The Issuers shall, jointly and severally, indemnify, hold harmless and defend the Trustee and the Escrow Agent and their respective directors, officers, agents, employees and controlling persons, (each, an “ Indemnified Person ”) from and against any and all claims, actions, obligations, liabilities and expense... | Label: Indemnity |
c21acea4-19a0-40db-9965-1e99e9107f90 | Clause:
The Purchaser has full power and authority to enter into and to perform this Agreement in accordance with its terms. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action by the Purchaser, and the consummation by the Purchaser of the transactions contemplate... | Label: Authority |
318ff207-eb19-45f9-9a83-f8d15430d324 | Clause:
If the Company or any other Loan Party shall default in payment or performance of any of the Guaranteed Liabilities, whether principal, interest, premium, fee (including, but not limited to, loan fees and Attorney Costs), or otherwise, when and as the same shall become due, and after expiration of any applicabl... | Label: Payments |
3ca58eab-442a-4c28-b1ff-a2d5669b5e14 | Clause:
Section 10.15 of the Credit Agreement is hereby incorporated by reference.
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, Be... | Label: Submission To Jurisdiction |
7cd1bfe9-ac9d-4a08-867a-3d91ad77d713 | Clause:
Neither the Company nor its Subsidiaries or any affiliates, nor any persons acting on its or their behalf, has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire s... | Label: Integration |
6f183cd1-2b7f-4fdd-8015-f874da65923c | Clause:
ON AND PRIOR TO THE AMENDMENT NO. 2 EFFECTIVE DATE, LOAN PARTIES, TOGETHER WITH THEIR SUCCESSORS AND ASSIGNS, HEREBY ACKNOWLEDGE THAT THEY HAVE NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF THEIR... | Label: Releases |
74c7b015-782b-48af-9a86-68682021bf73 | Clause:
Without intending to limit the remedies available to the Company, the Executive acknowledges that a breach of any of the covenants contained in this Section 6 may result in material and irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damage... | Label: Remedies |
a931c387-f814-4fd8-9f6f-c2a67fef81c0 | Clause:
Due to the nature of Executive’s position with the Company, and with full realization that a violation of Section 9 may cause immediate and irreparable injury and damage, which is not readily measurable, and to protect the parties’ interests, the parties understand and agree that either party may seek injunctiv... | Label: Forfeitures |
14f48f65-37a8-4e6c-8af7-37a40544b369 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Ad... | Label: Successors |
325cad0d-595a-4e3a-bc9c-1dad9b7d50b7 | Clause:
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Regis... | Label: Assignments |
8ee1dee9-2d45-4038-b41b-cb60cf008dc6 | Clause:
Seller shall deliver the Records to Buyer promptly after Closing, but in any case no later than ten days after the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Records |
d709fa97-bc4f-4235-a2a6-b6f709a2b0f6 | Clause:
Contractor may not assign or subcontract any of Contractor’s obligations under this Agreement without the prior written consent of Company. Company may assign its rights and obligations under this Agreement by providing written notice to Contractor of the assignment.
Task: Classify this clause into ONE of thes... | Label: Assignments |
4bccd938-2135-458c-8c45-093e30e8efdb | Clause:
To the best knowledge of AGRO, it has complied with all laws, municipal bylaws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any governmental authority applicable to it, its properties or the operation of its business, except where the failure to comply will not ... | Label: Compliance With Laws |
1c7c2cee-f4cc-4590-9258-1734e843ae4d | 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 |
48377764-d6ed-4d7c-9137-aa7b02b7ebef | Clause:
This Agreement shall be governed by and construed in accordance with the laws of State of New York.
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, Author... | Label: Governing Laws |
0e53eaae-c0d1-4acd-bb16-baa4e58a5949 | Clause:
By (i) 9:30 a.m. (Eastern time) on the Trading Day following the Closing Date, the Company shall issue a press release, disclosing the transactions contemplated by the Transaction Documents and the Closing and by (ii) 5:30 p.m. (Eastern time) on the fourth Trading Day following the Closing Date, the Company wil... | Label: Publicity |
b87243d8-df93-4733-8336-d43186493053 | Clause:
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. The Company agrees to indemnify and hold harmless each of Investor and all the... | Label: Survival |
167ae1a8-013d-498a-b256-860c865353b9 | Clause:
The PSUs subject to this Performance Stock Unit Award vest based on the attainment of the Performance Criteria used for PSUs awarded to other non-CEO executive officers of the Company in 2017, provided you are employed with the Company from the Date of Grant through February 15, 2020. Other than pursuant to th... | Label: Vesting |
ad9583df-4261-4703-9d63-9b4086f41d1b | Clause:
Executive shall have the title appearing in the signature page of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Sal... | Label: Positions |
600396a4-6e75-4928-9a08-dfd4334a6440 | Clause:
Prior to the Closing Date, no party hereto may assign or transfer its rights or obligations arising under this Agreement, without the prior written consent of the other party hereto; provided, however, that the Buyer shall have the right in its sole discretion to assign its rights and obligations under this Agr... | Label: Assignments |
8f61c442-e478-4c40-9b6f-8f25b6b21a9d | Clause:
Maintain (a) adequate insurance on its properties to such extent and against such risks, including fire, as is customary with companies in the same or a similar business, (b) necessary worker's compensation insurance and (c) such other insurance as may be required by law or the Security Documents or as may reas... | Label: Insurances |
10d47ee2-282b-4097-a387-3d9315ca6a08 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g). Except as set forth on Schedule 3.1(g) , 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 option or vesting of restricted ... | Label: Capitalization |
85a706d8-431d-4257-a0d8-38fdd91e779f | Clause:
All of the direct and indirect subsidiaries of each Company are set forth on Schedule 3.1(a) . Each Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsi... | Label: Subsidiaries |
a632fdce-188f-47de-b6a9-4c239a0fe72a | Clause:
If any provision of this Agreement or the application of any provision is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to ... | Label: Severability |
4ebe05ca-7af1-4002-8f57-2a74b41b8316 | Clause:
This Agreement, for all purposes, shall be governed under and construed in accordance with the laws of the State of New Jersey without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than New Jersey. Any action or pro... | Label: Governing Laws |
8f1eb153-eda7-40fd-87aa-ed063ab0803d | Clause:
Use the proceeds of the Term A Loans on the Restatement Date to refinance, amend and extend the Existing Term A Loans. Use the proceeds of the Term A-1 Loans (a) for the Pace Acquisition and to refinance Indebtedness of the Reporting Company and its Subsidiaries in connection with the Pace Acquisition and (b) o... | Label: Use Of Proceeds |
18b987a7-a837-4d19-9b42-bed47d16987e | Clause:
This Agreement may be executed in a number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Counterparts |
5407f05a-5c46-48f8-a165-3a43baf4256b | Clause:
The parties hereto shall pay their own costs and expenses in connection herewith. In the event that legal proceedings are commenced by any party to this Agreement against another party to this Agreement in connection with this Agreement or the other Transaction Documents, the party which does not prevail in suc... | Label: Expenses |
daf7facc-4380-47f0-aaca-24bd7d197594 | Clause:
Except as set forth in Schedule 3.1(r) , none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employee... | Label: Transactions With Affiliates |
9c155b37-9717-4682-8286-7eefea2f1419 | Clause:
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided , that a facsimile or .pdf signature shall be considered due ex... | Label: Counterparts |
ba251c6c-5801-418d-80ea-23ca918b274b | Clause:
This Agreement is made and shall be governed in all respects, including validity, interpretation and effect, the implementation and the settlement of disputes, by the laws of People’s Republic of China.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Governing Laws |
5486b279-f8ab-472c-8f55-5492ab56c3fa | Clause:
This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by the Corporation and/or any of its subsidiaries and the Grantee relating to the shares of Common Stock that are granted under this Agreement. This Agreement and the Plan constitute the e... | Label: Entire Agreements |
3d1900de-29a1-4712-ab55-f0417e27acc2 | Clause:
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender and the L/C Issuers, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations... | Label: Survival |
cfa8df85-e3fe-46ea-b6f0-0c64775e8225 | Clause:
All clauses of this Agreement are distinct and severable and if any clause shall be held to be invalid or illegal, that determination shall not affect the validity or legality of the remainder of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Severability |
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