id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b025d1ec-10cf-433e-b521-65a101effb89 | Clause:
At the time the Award is made, or at any time thereafter as requested by the Company, Participant hereby authorizes the Company to satisfy its withholding obligations, if any, from payroll or any other amounts payable to Participant, and Participant further agrees to make adequate provision for any sums require... | Label: Tax Withholdings |
2a2f42fc-79b6-4309-b5fa-ec8b64a3852b | Clause:
The Company hereby represents and warrants to the undersigned that the Company’s representations and warranties as set forth in Section 3 of the Underwriter Agreement, dated as of May 3, 2016 (the “ Underwriter Agreement ”), together with any updates in the Company’s SEC Reports subsequent to the Underwriter Ag... | Label: Warranties |
c93e3121-d61b-42bb-a974-5636d3535071 | Clause:
This Amendment shall be binding upon and inure to the benefit of the Partners and their heirs, executors, administrators, successors, legal representatives and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Binding Effects |
fe7d3c5b-e623-46b8-8e11-1bccc326d6e5 | Clause:
The Performance Share Units shall be fully vested as of the Date of Grant and shall not be subject to forfeiture in the event Participant’s employment with Employer terminates for any reason. For the avoidance of doubt, the Performance Share Units shall be paid out under Section 2 notwithstanding any prior term... | Label: Vesting |
a4ad6c41-d23c-4fc3-b39c-9cae9eaea78e | Clause:
The Company has informed the Purchasers that it requires additional time to deliver its (a) audited consolidated financial statements for the fiscal year ended December 31, 2016 and other related information required by Sections 7.1(a) of the Purchase Agreement, as well as the related officer’s certificate requ... | Label: Consents |
274309c6-a19f-48c3-b71e-fa5e9f6c8678 | Clause:
(a) To the extent applicable, each Borrower and the Subsidiaries are in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other... | Label: Anti-Corruption Laws |
19b37cf8-be5f-433a-8f1a-52ae7069cc0d | Clause:
Except as set forth in this Section 9(c), the rights and benefits hereunder shall not be assignable or transferable, and any purported transfer, sale, assignment, pledge or other encumbrance or disposition or attachment of any payments or benefits hereunder other than by operation of law, shall not be permitted... | Label: Assignments |
b54f9f9b-6ea8-49ae-82b0-7aa1eefbae1a | Clause:
Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be entitled ... | Label: Indemnifications |
697c0c0a-12ec-4626-8f3a-f3e8abd653bd | Clause:
Each Note Party shall have performed and complied with all agreements and conditions contained in each Note Document to which it is a party, in each case, required to be performed or complied with by it prior to or at the Closing. Immediately before and after giving effect to the issue and sale of the Notes (an... | Label: No Defaults |
4ea4db3b-c60f-45f9-886a-e040a171acb4 | Clause:
This Agreement shall be governed by, and construed under, the laws of the Kingdom of Spain.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations... | Label: Governing Laws |
8d82c568-3736-455a-8311-264a5a2d1be0 | Clause:
The Premises are leased subject to all easements, restrictions, and rights of way of record legally affecting the same; provided that Landlord represents to Tenant that no such matters interfere with Tenant's use of the Premises for the permitted use.
Task: Classify this clause into ONE of these types (exactly... | Label: Miscellaneous |
0775de57-f030-4520-919b-f82b71a7d579 | Clause:
The Parties may execute this Agreement in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or PDF shall be effective as delivery of a manual... | Label: Counterparts |
7589da84-1221-45f6-9c02-192bdfc025d8 | Clause:
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the MOMA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Definitions |
689b5f13-ee65-4add-851b-ef28beaa8383 | Clause:
This Amendment will be governed by the laws of the State of Texas, without regard for conflict of law provisions. Any litigation arising out of or relating to this Amendment shall be filed and pursued exclusively in the state or federal courts in Travis County, Texas, and the parties hereto consent to the juri... | Label: Governing Laws |
1eb96c16-0154-4596-9648-2f25d818039e | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordatio... | Label: Assignments |
ae1a5faa-c7c9-4617-a247-50f91a25dbfc | Clause:
The Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending on the Maturity Date (as defined in the Note) of ... | Label: Confidentiality |
976cdc52-f395-415f-b96f-22c63a588653 | Clause:
The Parties hereby agree to terminate the respective obligations of the Parties under the Agreement relating to those 7.00% Notes that are properly tendered in the Tender Offer and to the extent that less than all of the outstanding 7.00% Notes are tendered in the Tender Offer the respective obligations of the ... | Label: Terminations |
ec7b5744-21df-4942-9265-7b0d429c4079 | Clause:
This Agreement, including each Purchase Commitment, 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 Party and delivered to the other Party (including by facsimile, electroni... | Label: Counterparts |
7dbeb708-4a3f-45f3-ac59-227190892a9a | Clause:
Executive shall remain eligible for the benefits set forth in Paragraphs 6 and 7 of the Employment Agreement through the Termination Date and shall be paid for any accrued, unused vacation within 30 days after Executive’s Termination Date. For the avoidance of doubt, if Executive’s Termination Date is before Au... | Label: Benefits |
b111efb7-73b0-4c2f-9baa-c47012f90fc8 | Clause:
The Borrower hereby affirms to Agent and the Lenders on the Effective Date that no Default or Event of Default has occurred and is continuing as of such date, after giving effect to this Amendment, the MSD Credit Agreement Amendment, the ABL Credit Agreement Amendment, the 2017 Notes Indenture and the Intercred... | Label: No Defaults |
4503d07e-6a23-4e85-95ee-824df372c6c6 | Clause:
Borrower is a duly organized, validly existing, and in good standing under the laws of the State of California, and is duly qualified to transact business and is in good standing in all jurisdictions where the nature and extent of its business and property requires the same. Except as otherwise disclosed to Ba... | Label: Existence |
0dea9f88-9674-48d2-9f7f-240842c66b0a | Clause:
Subject to acceptance and recording thereof by the Administrative Agent, for an agreed consideration, and pursuant to Section 9.06 of the Credit Agreement, the Assigning Term Lender hereby irrevocably sells and assigns to the New Term Lender, which is an Affiliate of the Assigning Lender, and the New Term Lende... | Label: Assignments |
da794736-5612-4250-8ddc-e446607ae731 | Clause:
Except as otherwise expressly stated in this Third Amendment, all terms used in the Recitals and in this Third Amendment that are defined in the Credit Agreement, and that are not otherwise defined herein, shall have the same meanings in this Third Amendment as are ascribed to them in the Credit Agreement.
Tas... | Label: Definitions |
850bcd21-0a87-4be6-a93a-02aa3686fc12 | Clause:
Except to the extent expressly provided herein or in connection with other matters of corporate governance and authority (all of which will be governed by the laws of the Company’s jurisdiction of incorporation), the validity, construction, interpretation, administration and effect of this Award Agreement and t... | Label: Governing Laws |
ab2509fc-812d-45e0-8f43-0b07e0ff82e0 | Clause:
Notwithstanding the procedures set forth in Article IX, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under t... | Label: Specific Performance |
bed5397f-fa8b-4808-b855-6c91898bdb39 | Clause:
Executive will cooperate with the Company and with any affiliate of the Company in any claims or lawsuits where Executive has knowledge of the facts. Executive further agrees that she will not voluntarily aid, assist, or cooperate with anyone who has claims against the Company or with their attorneys or agents... | Label: Cooperation |
d44a8b19-24e1-43fd-8cdf-6d08e96e1427 | Clause:
If, and solely to the extent that, any provision of this Agreement shall for any reason be held to be excessively broad, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. If, and solely to the extent that, any provision of this Agreement shall be i... | Label: Severability |
d204ec23-114e-4595-80dc-c2e56058f535 | Clause:
Except as otherwise expressly provided in this paragraph, the parties agree that the terms and conditions of this Separation Agreement are and shall be deemed to be confidential and hereafter shall not be disclosed to any other person or entity. The only disclosures excepted by this paragraph are (a) as may be ... | Label: Confidentiality |
c8fbba71-7a2d-4209-9b42-6f397c2aa864 | Clause:
The US Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement with any Person providing for the leasing by the US Borrower or any of its Subsidiaries of real or personal property that has been or is to be sold or transferred by, the US Borrower or any of its Subsidiaries, ... | Label: Sales |
249c8250-70fa-45b8-89d0-aad362ee46d4 | Clause:
Athenex shall provide Almirall with the Day 57 Phase 3/Phase 1 Contact Sensitization Data, 12 Months Phase 3 Long-Term Recurrence Data and Line Extension [*] Phase II Data promptly following each of their respectively availability to Athenex. Almirall shall have forty five (45) days to evaluate if Data obtained... | Label: Payments |
f3522c91-3c01-4917-ac96-5812b3ca2635 | Clause:
All covenants, agreements, representations and warranties made by any Loan Party herein and in the certificates, reports, notices or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the executi... | Label: Survival |
ddd63e88-a730-4ab0-af2a-eefce4b87288 | Clause:
Executive will be entitled to paid vacation time each year during the term of this Agreement measured on a calendar year basis, in accordance with the Bank's customary practices, as well as sick leave, holidays and other paid absences in accordance with the Bank's policies and procedures for officers. Any unus... | Label: Vacations |
f8fbed21-5f53-4fdc-88db-b64e832f4cf2 | Clause:
EACH BORROWER AND THE GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE ADMINISTRATIVE AGENT AND EACH SECURED PARTY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Task:... | Label: Waiver Of Jury Trials |
5c6f927d-566f-4039-993c-393fa65ed2d3 | Clause:
Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents. Any action taken by Agent in accordance with the provisio... | Label: Authority |
ac508d12-cbd1-478e-a94c-6d7698033cd4 | Clause:
This Agreement, together with any exhibits hereto, constitute the entire agreement between the parties relating to the subject matter hereof and all previous agreements or arrangements between the parties, written or oral, relating to the subject matter hereof.
Task: Classify this clause into ONE of these type... | Label: Entire Agreements |
2eb4669a-d769-4423-be49-a96c107a53f2 | Clause:
Seller has the limited liability company power to enter into and perform this Agreement and the other Transaction Documents and to consummate the transactions contemplated by this Agreement and the other Transaction Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Powers |
ed131acd-e26a-4e85-9ef4-258df967356d | Clause:
Each of the representations and warranties made in respect of the Purchased Assets pursuant to Exhibit V are true, complete and correct in all material respects, except as set forth in a Requested Exception Report accepted by Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Representations |
382fb7e7-c7c2-4e62-8a7a-b02b1f051eb4 | Clause:
This Agreement constitutes the entire agreement between Seller and Tri-State regarding matters addressed herein and supersedes all prior written and oral communications and understandings in connection therewith. The Parties acknowledge that certain sales by Seller to Tri-State on the Eastern Interconnection s... | Label: Entire Agreements |
a8752680-7c7f-4098-9e01-2acf07211043 | Clause:
(a) The proceeds of the Loans will be used only for general corporate purposes, including the refinancing of any indebtedness outstanding on the Effective Date under the Existing Credit Agreements or under the Company’s Five-Year Credit Agreement dated as of June 15, 2016. No part of the proceeds of any Loan w... | Label: Use Of Proceeds |
7fc86031-dd66-4b7d-af7b-5483ee57e876 | Clause:
This Amendment may be executed in identical counterpart copies, each of which shall be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic transmission shall be effective as deliver... | Label: Counterparts |
cf78f59f-bcfa-4a4e-bbb3-eef001bad6eb | Clause:
Except as expressly provided for in this Agreement, you will not receive (nor are you entitled to receive) any other salary, bonuses, vacation or other paid leave, stock options, RSUs, or any other compensation or benefits of any kind. You are not eligible for, and you will not receive, any further bonus or oth... | Label: Benefits |
e52a7462-4110-4185-805f-4759e920be2c | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
a878c442-734e-4b6d-8129-cc40b27c8769 | Clause:
All of the Company's warranties and representations contained in this Agreement shall survive the execution, delivery and acceptance of this Agreement by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Survival |
f346e768-1da6-47a0-a7b6-db2086707e38 | Clause:
Capitalized terms used herein (including in the Recitals hereto) but not defined herein shall have the meanings as given them in the First Lien Credit Agreement, unless the context otherwise requires.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Definitions |
bf1bfb11-18ca-47f4-a33b-62f5778e4e2d | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedi... | Label: Governing Laws |
68af1446-b340-4059-870f-a815dda33e04 | Clause:
Whether or not the Merger and the other transactions contemplated by this Agreement are consummated, and except as otherwise set forth in this Agreement, each of the Parties shall bear its own fees and expenses incurred or owed in connection with the Merger, this Agreement and the other transactions contemplate... | Label: Expenses |
03e6b48a-c068-4a02-bff2-df06f89ba2f1 | Clause:
This Security Agreement and the other Loan Documents (i) are valid, binding and enforceable against Debtor and Bank in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement between the parties with respect to the subject matter ... | Label: Entire Agreements |
26cd7714-7ad9-4133-b045-0b0e5159f4c0 | Clause:
Company or Executive may terminate the Term and Executive’s employment with Company at any time for any reason or no reason without any breach of this Agreement. Any such termination (other than termination on account of Executive’s death) shall be effected through an advance written notice from the terminating... | Label: Terminations |
12725033-c42c-4b5a-be2d-aa815e83ad11 | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed an original, but together they shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Counterparts |
6fc0c421-4cf3-4648-ba4a-cacca3f01ccc | Clause:
ALL PARTIES HEREBY WAIVE THEIR RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT OR ANY DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Waiver Of Jury Trials |
18593ef6-d2c9-4c39-9d9a-72fe6018d3b5 | 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, would reasonably be expected to result in a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be... | Label: Erisa |
434d9b76-2925-444c-8a46-46b161c740a1 | Clause:
Except for the expiration of any applicable statute of limitations, no failure to exercise, and no delay in exercising, on the part of Agent and/or Banks, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the... | Label: Waivers |
46a8b5d6-4200-4062-a255-dca577ae21cd | Clause:
This Agreement, including Attachments A and B, which are incorporated by reference, constitutes the entire agreement between the Parties concerning the subject matter of this Agreement. This Agreement supersedes any prior communications, agreements or understandings, whether oral or written, between the Parties... | Label: Entire Agreements |
f9c14b44-2300-4024-80e1-8b6e6908dc37 | Clause:
While this Agreement is in effect and for a period of five years thereafter, and except as otherwise required by law or legal process and after reasonable notice to Employer and opportunity for Employer to intervene, Employee shall hold and keep secret and confidential all "trade secrets" (within the meaning of... | Label: Confidentiality |
3fd41f90-3687-4a4f-ba8f-27d2e17b6650 | Clause:
The Executive shall execute and/or cause to be delivered to the Company such instruments and other documents, and shall take such other actions, as the Company may reasonably request at any time for the purpose of carrying out or evidencing any of the provisions of this Agreement.
Task: Classify this clause in... | Label: Further Assurances |
2feff496-bcc7-4454-bdfe-9c6aa51c023e | Clause:
The Purchaser shall take such actions as are required in order for the Purchaser to satisfy its obligations under this Warrant, including, without limitation, using commercially reasonable efforts to obtain the approval of the holders of any class or series of capital stock or making any filings, in each case a... | Label: Further Assurances |
19491112-54fb-49ec-be3b-2c055c73be58 | Clause:
The provisions of this E mployment Agreement shall be deemed severable , and if any part of an y provision is held illegal, void or invalid under applicable law, such provision may be changed to the extent reasonably necessary to make the provision , as so changed , legal , valid and binding. If any provision o... | Label: Severability |
3057e428-55e7-4594-8956-c18bccf880b1 | Clause:
Executive has previously entered into the Company’s standard form of Indemnification Agreement, attached hereto as Exhibit B , providing indemnification to Executive to the maximum extent permitted by law, and in accordance therewith, the Company has agreed to advance any expenses for which indemnification is a... | Label: Indemnifications |
b337f01a-0d9d-42ec-a52b-26c7f73f85f4 | Clause:
The Parties agree that the terms and conditions of this Agreement shall be kept strictly confidential and shall not reveal or divulge to any third party or entities other than for regulatory filings or tax purposes and/or pursuant to a court order. The parties further agree that any dissemination of this Agreem... | Label: Confidentiality |
ad5827e9-0825-4564-a461-4364a4d38b41 | Clause:
The Company hereby agrees to indemnify, defend and hold harmless the Purchaser, its Affiliates and its directors, managers, officers, agents, advisors, representatives, employees, successors and assigns (each, a “Purchaser Indemnitee”) from and against all Claims, including without limitation, interest, penalti... | Label: Indemnifications |
2fa1c908-b4d3-4ce2-96c9-135245ec295e | Clause:
The Company and Purchaser shall each pay their respective costs and expenses incurred by them with respect to the negotiation, execution, delivery and performance of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Expenses |
630c7d76-8814-45e2-830d-9b209b840df6 | Clause:
This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other simil... | Label: Authorizations |
36f544c6-a3eb-43f5-afef-5655402c6bb3 | Clause:
Schedule 3.17 sets forth all Contracts or arrangements (“ Affiliate Transactions ”) between the Company, on the one hand, and Seller or any Affiliate of Seller, on the other hand, that will not be terminated effective as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Transactions With Affiliates |
cc9dca63-5cbe-4adc-9061-4cbce1f489aa | Clause:
The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the... | Label: Confidentiality |
21ff626e-c640-42cf-a7d5-36d631aec62c | Clause:
This Note is a valid, legal and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and ... | Label: Enforceability |
fcd2b800-e111-4ce2-a354-0902f543addb | Clause:
This Agreement shall not be assignable by any of the parties hereto without the written consent of all other parties, provided that Buyer may assign its rights and obligations under this Agreement without the consent of Sellers to any direct or indirect subsidiary or affiliate of Buyer or to any party that ac... | Label: Assignments |
3bf45d83-d03e-4241-98a3-6795fe8d95f3 | Clause:
The Company understands and confirms that the Purchaser will rely on the representations and warranties contained herein in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their respe... | Label: Disclosures |
3d99f824-f6c2-4631-8e1e-e82ae3837bc8 | Clause:
This Agreement shall be deemed to have been executed and delivered within the State of Washington, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Washington without regard to principles of conflict of laws. Th... | Label: Governing Laws |
788098cf-d393-4ca9-badb-351645f6de92 | Clause:
Each Seller Party is solvent and will not be rendered insolvent by any Transaction and, after giving effect to such Transaction, will not be left with an unreasonably small amount of capital with which to engage in its business. No Seller Party is contemplating the commencement of insolvency, bankruptcy, liquid... | Label: Solvency |
1ab9de2b-858b-422a-bb65-1a4df01f7b05 | Clause:
Employee represents and warrants to Centuri that Employee is not bound by any covenant not to compete or similar agreement that would prohibit Employee from performing, or would restrict or limit Employee in Employee’s performance of, Employee’s job duties for Centuri. Employee shall indemnify and hold harmless... | Label: Representations |
295455e1-c3ed-4cbf-9ebb-589c6fd60580 | Clause:
The execution, delivery and performance of this Agreement by the Company do not violate or conflict with or constitute a default under (i) the Certificate of Incorporation or the by-laws of the Company, (ii) any Law applicable to the Company, or (iii) any material agreement to which the Company is a party or by... | Label: No Conflicts |
5cef78b1-43d3-4f13-9165-f63987f74cfc | Clause:
In the event that any provision or requirement of this Agreement is in violation of any Law or otherwise found to be invalid or unenforceable in any jurisdiction: (i) such provision or requirement shall not be enforced except to the extent it is not in violation of such Law or otherwise invalid or unenforceable... | Label: Severability |
9a88ceff-d8b8-4d6f-a7bb-b0c133398f64 | Clause:
This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Grantee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Binding Effects |
6ce3fb5d-27ec-4cea-a3e3-d8358554eb6a | Clause:
Executive agrees to cooperate, in a reasonable manner and at the expense of the Company, with the Company and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding arising out of or relating to matters in which Executive was involve... | Label: Cooperation |
59080b4b-49dd-4bf2-8187-85e84030a9e3 | Clause:
Each party acknowledges that this Agreement is the complete and exclusive statement of the agreement between the parties regarding the subject matter herein and supersedes any other oral or written agreements between the parties or any other Company policy with respect to the subject matter hereof or any other ... | Label: Entire Agreements |
83fd8a10-b4aa-4275-91e3-e6b721c99c10 | Clause:
The validity, interpretation and enforcement of this Second Amendment and any dispute arising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or oth... | Label: Governing Laws |
ca71b0f8-a708-4b21-852e-4d5fa29a38b7 | Clause:
No Guarantor will (a) make any modification or repairs to, or replacement of, the Vessel owned by it or equipment installed on that Vessel which would or is reasonably likely to materially alter the structure, type or performance characteristics of that Vessel or materially reduce its value; or (b) remove any m... | Label: Modifications |
43fc0eca-7090-4cd3-8270-0a99cdb70ca4 | Clause:
This Plan became effective as of March 21, 2011 and was amended and restated on May 21, 2013. This Plan shall terminate as of the first annual meeting of the Company ’ s stockholders to occur on or after April 12, 2027, unless terminated earlier by the Board. Termination of this Plan shall not affect the terms ... | Label: Effective Dates |
84dea159-a5c5-443b-86b5-75689c997c41 | Clause:
The plan shall be in effect beginning with the 2013 fiscal year and remain in effect for each following fiscal year, unless otherwise cancelled or replaced by the Compensation Committee of the Board of Directors (the “Compensation Committee”).
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Terms |
3ff09c88-fcd1-4c28-8ebe-2ce2f96e77c6 | Clause:
This Collateral Agreement may be executed by one or more of the parties to this Collateral Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of t... | Label: Counterparts |
f16b45bd-f6de-4495-9616-9247ccb08b45 | Clause:
To the fullest extent permitted by Applicable Law, each of Borrower and each Borrowing Base Guarantor waives (a) the right to trial by jury (which Agent, Issuing Bank and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral... | Label: Waivers |
77067b6b-2fab-4c57-8c3a-4b84273b388f | Clause:
The headings herein are for reference only and will not affect the interpretation of this Agreement. Whenever the content requires in this Agreement, the masculine pronoun will include the feminine and the neuter and the single will include the plural.
Task: Classify this clause into ONE of these types (exactl... | Label: Headings |
bd7522da-ef31-414d-ba18-7d922be30f5f | Clause:
The Company may assign all or any portion of its rights and obligations under this Agreement. The Award, the Restricted Units and the rights and obligations of Employee under this Agreement may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of by Employee ... | Label: Assignments |
acc59d18-0b58-4cf8-9ac9-034102d1f0fe | Clause:
No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
Task: Classify th... | Label: Fees |
91b885b3-34d6-40d4-a895-d07a2e3e8849 | Clause:
Executive shall be the Chief Executive Officer of the Company or such other title as designated by the Company’s Board of Directors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Titles |
0202df6c-b6b0-4687-acda-533e45e6c1ea | 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: (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on t... | Label: Notices |
588cadcf-7e9e-4168-a2ac-9326d8c059e6 | Clause:
For the avoidance of doubt, the Partnership shall distribute to the Record Holders of Series A Preferred Units copies of all notices, materials, annual and quarterly reports, proxy statements, information statements and any other documents distributed generally to the Record Holders of Common Units of the Partn... | Label: Notices |
eeca0328-e9a6-4669-92ad-e5ba3d8c3b62 | Clause:
The Parties represent and warrant that they possess full authority to enter into this Release and to lawfully and effectively release the opposing Party as set forth herein, free of any rights of settlement, approval, subrogation, or other condition or impediment. This undertaking includes specifically, without... | Label: Authority |
8b0ceab5-4eee-4e2c-800b-d0b0d72d836e | Clause:
Each Buyer and each holder of any Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having... | Label: Remedies |
627b36ec-1a13-4a6c-9858-e5d70d3dfbdb | Clause:
As of the date hereof, the authorized capital stock of the Company consists of (a) 500,000,000 shares of Common Stock, par value of $0.001 per share, of which approximately 50,220,000 shares of Common Stock are issued and outstanding (excluding Common Stock issuable pursuant to the transaction referenced in the... | Label: Capitalization |
d6ae33bd-d638-48cd-8efb-5ac63f2606ad | Clause:
No Borrower shall use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock ... | Label: Use Of Proceeds |
1855c47e-53dc-4819-9494-585e686f090c | Clause:
The Consultant shall provide the Contract Services in accordance with the provisions of this Agreement during the term commencing on January 2, 2018 (the "Commencement Date") and , except in the case of earlier termination as hereinafter specifically provided for, shall continue for a period of three (3) year s... | Label: Terms |
549538e4-3c5e-4dee-ad41-1341dbd0bce5 | Clause:
The Company shall not, nor shall it permit any Subsidiary to, enter into any Sale and Leaseback Transaction after the Effective Date, other than Sale and Leaseback Transactions in respect of which the net cash proceeds received in connection therewith does not exceed $50,000,000 in the aggregate during any fisc... | Label: Sales |
9cfcdb01-6244-44d4-afdf-796a2b609c7d | Clause:
No broker or finder acting on behalf of any Borrower brought about the obtaining, making or closing of the Revolving Loan, and no Borrower has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Brokers |
197178e9-da6e-43cb-928d-dddd2761bc86 | Clause:
This Section 10(e) shall apply if there is (i) a termination of Executive’s employment by the Employer other than for Cause , or Disability pursuant to Section 9(a) , or by Executive with Good Reason or if Employer provides notice of Non-Renewal to Executive resulting in the expiration of the Employment Period,... | Label: Change In Control |
c3b71df9-c599-4696-b6b6-28b308715d70 | Clause:
Each Grantor hereby covenants and agrees that it shall notify the Term Collateral Agent of any default under any Pledged Debt that has caused or could reasonably be expected to cause, either in any individual case or in the aggregate, a Material Adverse Effect.
Task: Classify this clause into ONE of these type... | Label: Agreements |
2f13b6d0-2223-4ad4-8050-35a45ffb304a | Clause:
The Participant accepts this Award subject to all the terms and provisions of the Plan and this Agreement. The undersigned Participant hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement.
Task: Classify t... | Label: Interpretations |
16e0589b-d57f-4410-87e5-dff05c133f86 | Clause:
Executive shall not be entitled to receive (or continue in the case of health and other welfare benefits) any of the payments or benefits set forth in Sections 4 and 5 of this Agreement unless Executive executes a release of claims (in the form of Exhibit A hereto, subject to any modifications required to compl... | Label: Releases |
7455cec4-fb09-454d-a22c-26541c012d44 | Clause:
Each Party shall, and shall cause its subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination. Without limiting the generality of the foregoing, the Parties shall, and shall cause... | Label: Further Assurances |
dfe85cd1-ef69-42b9-846c-840fb7805148 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance of the Warrants and the reservation for issuance and issuanc... | Label: No Conflicts |
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