id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
84ecf5af-cbea-426f-9bcc-38ed06487f4e | Clause:
The Borrower agrees to pay a fee to each Amendment Arranger, on the Fourth Amendment Effective Date, in accordance with the Engagement Letter, dated as of March 29, 2017, among the Borrower and the Amendment Arrangers (the “ Engagement Letter ”).
Task: Classify this clause into ONE of these types (exactly one ... | Label: Fees |
85d9f353-1d9a-4c92-a42d-21e9e81c2959 | Clause:
The Parent agrees to pay the Executive a base salary (“ Base Salary ”) of $400,000 per annum for the position(s) of Chief Operating Officer and Chief Translational Medicine Officer . Annual adjustments after the first year of the Employment Period shall be determined by the Board. The Base Salary shall be paid ... | Label: Base Salary |
56790951-295a-4904-93bb-9ba533ed2e44 | Clause:
Subject to Section 6.4, Participant will be entitled to receive payment, if any, under an Award if the Participant is still employed by Atlas on the last day of the Program Year for which the Award is paid, unless in the period between the last day of the Program Year and any payout under the Program, the Parti... | Label: General |
6c085880-7089-457b-9bd0-4cc9e14a608d | Clause:
Each Lender as of the Second Amendment Effective Date represents and warrants as of the Second Amendment Effective Date to the Administrative Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower or any other Loan Party, that such Lender is ... | Label: Erisa |
85fe2391-b0ca-4c5d-8c62-3537d41a9549 | Clause:
There are no unpaid or outstanding Taxes or assessments on or against the Projects or any part thereof, except general real estate taxes not yet due or payable. Except as disclosed on Schedule 5.4 , each Project is comprised of one or more tax parcels, and each such tax parcel constitutes a separate tax lot and... | Label: Taxes |
5d9172d3-1754-4f59-ba0e-5b654f0950cc | Clause:
Seller understands and confirms that Purchasers are relying on the representations, warranties and covenants contained in this Agreement and the disclosures set forth in the reports, forms and other documents filed with the United States Securities Exchange by the Company (collectively, the “SEC Reports”) in en... | Label: Disclosures |
37875ec1-88c2-49a3-b0d8-e52647443c3e | Clause:
It is understood and agreed by the parties hereto that the representations and warranties of each Designated Borrower in this Section 6.18 shall only be applicable to such Designated Borrower on and after the date of its execution of a Designated Borrower Request and Assumption Agreement.
Task: Classify this c... | Label: Warranties |
26f04060-166e-4736-bda8-473a6a0ca9e1 | Clause:
The Pledgor agrees that at any time and from time to time, at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or that the Pledgees may reasonably request, in order to perfect and protect the Security Interest or to en... | Label: Further Assurances |
66ee036e-2828-41b2-b244-24282ed94aff | Clause:
Fees and Expenses. No agent, broker, investment banker, financial advisor or other firm or Person other than Citigroup Global Markets Inc., the fees and expenses of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or any other commission or simil... | Label: Brokers |
fcda4e66-031a-426a-8fc6-8aaf1c24dcd8 | Clause:
All the covenants and provisions of this Warrant by or for the benefit of the Company shall bind and inure to the benefit of its successors and assigns hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Binding Effects |
539265f7-0ad2-4738-992b-5da067b054b9 | Clause:
THE PARTIES TO THIS NOTE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACT... | Label: Waiver Of Jury Trials |
fdaf44fc-b787-4775-9bd1-7756b4bf640b | Clause:
Except as provided in Section 8.2 and other than the termination provisions applicable to particular Sections of this Agreement that are specifically provided elsewhere in this Agreement, this Agreement shall terminate upon the earlier of (a) the mutual written agreement of the Company and Theta, and (b) the da... | Label: Terminations |
300e7680-5127-4177-9a2e-0e72142108aa | Clause:
Each party shall bear its own expenses in connection with the issuance of this Note; provided , however , that if any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party shall be entitled to its attorneys’ fees, costs, and disbursements in addition to any... | Label: Costs |
cc0fe550-a0d3-4e17-8b1d-bd26abffa788 | Clause:
This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Entire Agreements |
68ab2178-4adb-4b42-89e4-387bdca1f0b0 | Clause:
The Approval of the Amendment by the Required Holders.
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 Effe... | Label: Approvals |
c27109b5-22cb-47d5-a1ef-06627c09acdc | Clause:
There is no pending Action against such PRIVCO Shareholder that involves the PRIVCO Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement or the business of PRIVCO and, to the knowledge o... | Label: Litigations |
1d2af6af-f7e6-4bda-a1b9-80a848148f7e | Clause:
None of the Borrower or any of its Subsidiaries nor, to the knowledge of Borrower, any director, officer, agent, employee or Affiliate of the Borrower or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political ac... | Label: Anti-Corruption Laws |
e87a64b2-a402-4a5d-8d96-7eb43f062e79 | Clause:
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction or a properly empanelled arbitrator to be invalid, void or otherwise unenforceable, and the re... | Label: Severability |
c53d1bb4-1ab8-4463-8591-5f82c7e9cd3a | Clause:
In the event either party to this Contract commences legal action of any kind to enforce or interpret the terms and conditions of this Contract or any of the closing documents, the prevailing party in such litigation will be entitled to collect from the other party all costs, expenses and attorneys' fees incurr... | Label: Costs |
3a226f30-1a94-443c-8d49-9095eebab891 | Clause:
Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the Leased Property in accordance with the provisions of the Real Property Lease.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Records |
00101cbe-6fe0-46cf-b295-1213edc09101 | Clause:
Except as expressly amended hereby, the Sublease remains in full force and effect in accordance with its terms. Subtenant specifically acknowledges and agrees that Article 22(f) of the Lease concerning Confession of Judgment is and shall remain in full force and effect in accordance with its terms.
Task: Cl... | Label: Binding Effects |
b126c529-0a02-475e-81a1-2c05215a8d1b | Clause:
For the avoidance of doubt, the Parties hereby acknowledge that (a) all items of operating revenue and operating expenses of each Golf Course, with respect to the period prior to 12:00 a.m. local time (the “ Cut-off Time ”) at such Golf Course on the Commencement Date, shall be for the account of the entity tha... | Label: Expenses |
9891a81e-35ac-4a93-a09d-182cc5f31aca | Clause:
This Agreement shall terminate automatically with respect to a Stockholder, without any notice or other action by any Person, upon the first to occur of (a) the valid termination of the Purchase Agreement in accordance with its terms, (b) the Closing, (c) the entry without the prior written consent of such Stoc... | Label: Terminations |
c4efd80e-96a4-49d3-8826-b29c5219c1d7 | Clause:
All capitalized terms used herein as defined terms and not defined herein shall have the meanings given to them in Annex A to the Indenture or the Series 2017-VFN Supplement, as applicable, each as in effect on the date of this Agreement and as it may be amended or otherwise modified from time to time. Each ca... | Label: Definitions |
e65d53ed-3c34-4ae6-9f76-b423b5eb3ef3 | Clause:
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice r... | Label: Indemnity |
1b2d9fae-776d-4dba-b316-abe09587cbc6 | Clause:
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpa... | Label: Counterparts |
5293b708-78ae-4bc7-878d-e10ce1875fac | Clause:
The parties agree that compliance with Sections 5.1 -5.7 of the Agreement and Appendix A is necessary to protect the business and goodwill of Company, that the restrictions contained herein are reasonable and that any breach of this Section will result in irreparable and continuing harm to Company, for which mo... | Label: Remedies |
cff78a5a-bce3-4ff5-ba02-ea3bb8eee159 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, 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 execu... | Label: Confidentiality |
85c2dc1a-222d-45d3-8e5d-852d5a4ffbaa | Clause:
Any notice or request herein required or permitted to be given to any party hereunder shall be given in writing and shall be personally delivered or sent to such party by prepaid mail at the address set forth below the signature of such party hereto or at such other address as such party may designate by writte... | Label: Notices |
32793a78-4e34-479c-b2dd-1e7f103a3985 | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND AN... | Label: Submission To Jurisdiction |
d950ed67-92c7-4214-a3b7-d5dde0127748 | Clause:
Make timely payment of all material federal, state, and local taxes or assessments except where contesting the same and will deliver to Lender, on demand, appropriate certificates attesting to the payment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Taxes |
fe5d8cb1-9306-454d-91d8-cf96f2b16315 | Clause:
Notwithstanding the foregoing, in the event that a Change in Control occurs prior to the completion of the Performance Period and the Participant has not incurred a Termination of Service prior to such Change in Control, the Restrictions shall lapse with respect to a number of the Class A Units equal to the sum... | Label: Change In Control |
679fb367-033b-469c-bd11-a3b2af9b04ed | Clause:
Each Loan Party and each of its Subsidiaries has filed all income and other material Tax Returns with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are or were required to be filed. All such Tax Returns are true, correct and complete in all material respects. All Taxes ... | Label: Taxes |
bf8af592-7be6-4cf6-be48-82706062c911 | Clause:
The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns, personnel and le... | Label: Successors |
0c056b61-5646-47e3-b396-d30fd88b9944 | Clause:
The Company and Executive shall each take all actions as may be reasonably necessary or appropriate in furtherance of their respective obligations and covenants set forth in this Agreement, including, without limitation, executing and delivering such additional agreements, certificates, instruments and other do... | Label: Further Assurances |
e6888f69-66cf-4784-a28f-0f71d9269a26 | Clause:
If any obligation or provision of this Agreement or the application thereof shall, to any extent, be invalid or unenforceable, then the remainder of the Agreement or application of such obligation or provision other than that which is held invalid or unenforceable, shall be given full force and effect.
Task: C... | Label: Severability |
c4553eae-185f-4ee8-bd72-e38022446fff | Clause:
Audits shall be performed during normal business hours, and NRZ Brokerage shall cooperate with RHSS (and such Affiliates of RHSS relevant to the services provided to an NRZ Entity pursuant to the Agreement) to minimize disruption to the business activities and operations of RHSS resulting from any audit activit... | Label: Notices |
293d685d-7117-4a8e-aa32-7aa19a7aa385 | Clause:
Upon Optionee’s death prior to termination of employment, all unexpired Options shall become fully exercisable and may be exercised for a period of twelve (12) months thereafter (subject to the Expiration Date of the Option) by the personal representative of the Optionee’s estate or any other person to whom the... | Label: Death |
10bf509d-8029-4897-b142-c73a3104a06b | Clause:
Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid, to the applicable party at its address below given or at such other address as shall be furnished in writing by such party to the othe... | Label: Notices |
ee0c7040-ba4d-4a31-80b5-4170b91e2b3c | Clause:
The Consultant shall use Consultant's reasonable best efforts in the performance of Consultant's obligations under this Agreement. The Company shall provide such access to its information and property as may be reasonably required in order to permit the Consultant to perform Consultant's obligations hereunder. ... | Label: Cooperation |
6a1a03c4-f469-4b8d-8f16-4ab32c990d93 | Clause:
The agreements in this Section shall survive the resignation of the Administrative Agent and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this clause into ONE of these ... | Label: Survival |
c1bff62c-85d6-4502-b5c1-581d3ce0221f | Clause:
Buyer and Seller each agree to execute, acknowledge and deliver all such further acts, instruments, and assurances and to take all such further action before or after Closing as shall be reasonably necessary and desirable to fully carry out this Agreement and to fully consummate and effect the transactions as c... | Label: Further Assurances |
bb75ab4c-0469-499b-a535-dd8602071bba | Clause:
This Agreement, the other Loan Documents, the Specified Swap Agreements and the Cash Management Agreements represent the agreement of the Grantors, the Administrative Agent and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representatio... | Label: Integration |
2b24237d-f276-44e0-a2d8-178f5f696921 | Clause:
Employee shall not, directly or indirectly, at any time (whether during the Term or thereafter, make any public statement (oral or written), or take any other action, that defames or maliciously disparages the Company or any Affiliated Company. Nothing in this Agreement, shall preclude Employee from making trut... | Label: Non-Disparagement |
597e23e1-463a-476c-997e-d83a78cd08d8 | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND ATTACHMENTS ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAV... | Label: Waiver Of Jury Trials |
15a04541-18b1-4573-92a7-5418fe60b45a | Clause:
This Agreement may be signed in counterparts, all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually exec... | Label: Counterparts |
599481d7-daf1-481b-9a52-9535783f50cc | Clause:
There are no Legal Proceedings pending or, to the Knowledge of the Weatherford Entities, threatened against or affecting the Weatherford Entities or any of their respective Affiliates (i) seeking to prevent or delay the Closing or (ii) relating to the Weatherford Business, except in each case for such Legal Pro... | Label: Litigations |
01790541-200b-4a34-aece-81f750d47b6d | Clause:
Borrower shall, and shall cause each of its Subsidiaries to, (a) comply in all material respects with all applicable Laws and decrees of any Governmental Authority or arbitrator, (b) maintain at all times all consents or approvals required from the United States or any state of the United States (or other appli... | Label: Compliance With Laws |
9dd16deb-1683-4e51-9461-757d0691ef46 | Clause:
Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens. Such... | Label: Titles |
e9bfd11a-ad8a-4ff0-8f94-a36f875dc487 | Clause:
A Participant shall at all times be 100% vested and have a nonforfeitable right to amounts credited to the Participant's Account, adjusted for deemed income, gains and losses attributable thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Vesting |
3c2666b3-924b-4e4c-9006-4fa5a1ba3d32 | Clause:
In reliance upon the representations and warranties of the Company and Purchaser contained herein and subject to the terms and conditions set forth herein, at the Closing, Purchaser shall purchase, and the Company shall sell and issue to Purchaser, 175 Units, at a negotiated purchase price (the “ Purchase Price... | Label: Sales |
03430a26-1834-45f4-8f4c-3698755d4036 | Clause:
The execution, delivery and performance of this Guaranty by the Guarantor and the consummation by the Guarantor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of its certificate of incorporation, articles of incorporation, certificate of formation, by-law... | Label: No Conflicts |
84122ed2-c8c4-4a29-8f92-514d1e8d7e69 | Clause:
The Investment Advisor’s obligations (on behalf of the Company Stockholders) under Section 3.1 above shall be conditioned upon the Transaction Agreement and the Transactions contemplated thereby being in conformance in all material respects with the Transaction Agreement attached hereto as Exhibit A , includin... | Label: Approvals |
5440559c-25be-4a07-9ba7-d8002b87bed0 | Clause:
Consultant shall begin providing Services hereunder on January 1, 2017 (the “ Effective Date ”), and this Agreement shall remain in effect until December 31, 2020 (the “ Term ”), provided the Company shall be able to terminate this Agreement with ten (10) days prior notice upon the material breach of any term o... | Label: Terms |
4fb4cea6-4ac3-448a-a655-ef4c8088f061 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Each of the Investors and the Company (a) irrevocably and unconditionally consents to the personal jurisdiction and venue of the federal or state courts located in Wilmington, Delaware; (b) agrees that it sha... | Label: Governing Laws |
c9e2c959-b340-48d9-a7e2-f31d45b78cbb | Clause:
This Amendment may be signed in any number of counterparts, which may be delivered in original, facsimile or other electronic form (i.e., “PDF”) each of which shall be construed as an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these ... | Label: Counterparts |
16543b1e-bf99-4224-bb35-eae0dad217b6 | Clause:
As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 62,873,521 shares are issued and outstanding; and 1,018,424 shares are planned to be reserved for issuance upon conversion of the Note. All of such o... | Label: Capitalization |
94045928-2df7-458b-be45-07cb6c0c8791 | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including... | Label: Transactions With Affiliates |
4d951196-787b-4e66-89b1-bcd1571dd6f0 | Clause:
If any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law, such invalidity, illegality or unenforceability shall not affect any other provision hereof.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Severability |
e90218e4-ddcd-4ece-b526-5f485ffa838d | Clause:
In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circum... | Label: Severability |
b8066deb-c2a9-4804-a6e2-d15ee7fd86d8 | Clause:
The execution, delivery and performance by such Investor of this Settlement Agreement and the consummation by such Investor of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Investor, (ii) conflict with, or constitute a default (or an event which ... | Label: No Conflicts |
5dd1ab02-ae3f-488a-b677-68badf517b98 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents 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 conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
a3cc7f60-9830-44ba-8b48-e5d490842c92 | Clause:
The Credit Parties will use the proceeds (a) on the Closing Date, to (i) finance a portion of the consideration payable in connection with the consummation of the Healthland Acquisition in an amount not to exceed $150,000,000, (ii) refinance the Existing Indebtedness, and (iii) fund the Healthland Acquisition C... | Label: Use Of Proceeds |
cf62f93c-7388-4d3f-9e23-cfcca549c8dc | Clause:
Except as previously disclosed in writing to the Administrative Agent, (i) all federal, and material foreign, state and local tax returns and other reports required by applicable Requirements of Law to be filed by any Loan Party have been filed, or extensions have been obtained, and (ii) all Taxes, assessments ... | Label: Taxes |
edfda0f6-edf4-4b8e-b702-09c7b4290e82 | Clause:
There is no claim, action, suit or proceeding pending or, to the Knowledge of the Company, threatened against any of the Company or its Properties which, if adversely determined, will affect or can reasonably be expected to affect materially and adversely, the Company, or which seeks to prohibit, restrict or de... | Label: Litigations |
ee802886-b9b7-4818-a346-abbcdf444779 | Clause:
In connection with the Third Closing, the Borrowers shall pay to YA Global II SPV LLC (as designee of the Investor) a commitment fee in the amount equal to $25,000. In addition, the parties agree that in consideration of the agreements of the Investor set forth herein, including the agreements of the Investor t... | Label: Fees |
afdb9659-66eb-489b-95c4-048d03d204c0 | Clause:
This Agreement shall supersede any and all other agreements, whether written or verbal, that may have been made or entered into by the Parties relating to the subject matters set forth herein. No waiver by a Party of any breach by the other Party of this Agreement shall be construed to be a waiver as to succeed... | Label: Miscellaneous |
c0819981-bd34-456a-8f65-e9f9322880d9 | Clause:
This Agreement is made and entered into in the State of North Carolina and shall in all respects be construed, enforced, and governed in accordance with the laws of North Carolina, except as federal laws may apply.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Governing Laws |
a2ee8d48-7999-41c6-9c89-5917145417f3 | Clause:
During the Employment Term, the Company shall pay Executive an annual base salary of $375,000 per annum in cash (the “ Annual Base Salary ”). Executive’s Annual Base Salary will be subject to annual review by the Board. The Annual Base Salary due to Executive hereunder shall be paid in accordance with the gener... | Label: Base Salary |
17c2a727-c4ea-4de5-81f2-0fc2267911cd | Clause:
In the event that any provision of this Agreement shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
Task: Cla... | Label: Severability |
e6a25bb3-1dba-4d66-a60a-d0f43dc241a7 | Clause:
Members of the Boulder Towers Tenants in Common are licensed real estate brokers in the State of Oklahoma and are affiliated with CBRE, Inc.; they are also partners in Boulder Towers Tenants in Common, the Landlord.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Disclosures |
779fffdf-d894-420d-8442-58ace86fe02a | Clause:
The Seller has in full force and effect, and has had in full force and effect since January 1, 2016, the liability and casualty insurance, errors and omissions insurance, workers compensation insurance, automobile insurance, and employee fidelity insurance insuring the Business, properties, assets, employees an... | Label: Insurances |
f9a57d89-a95e-4a3e-b743-62b4fb85e734 | Clause:
Executive agrees, without receiving additional compensation, to fully and completely cooperate with SHO both during and after the period of employment with SHO (including any Salary Continuation Period), with respect to matters that relate to such period of employment, in all investigations, potential litigatio... | Label: Cooperation |
ed9fffbb-85de-4209-bcdb-c83b6b432d3a | Clause:
At any time prior to any applicable compliance time (including the termination provisions set forth herein) the Company and any Investor may (a) extend the time for the performance of any of the obligations or other acts of the Company or such Investor, respectively, (b) waive any inaccuracies in the representa... | Label: Waivers |
6791399a-1794-491a-8ce8-8b213708488d | Clause:
November 1, 2014, or with respect to a particular company that became a Subsidiary after that date, such later date on which such company became a Subsidiary.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Effective Dates |
ed014544-c42f-49fc-ad7a-b8a240f04713 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with ... | Label: Authorizations |
355f53b5-e298-451f-b4d8-77ce0c17e4f9 | Clause:
Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise a Stock Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other Applicable Laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Compliance With Laws |
b3ab0dc9-37c9-43cd-a2a2-d6e07a9d30e1 | Clause:
Upon any termination of employment, the Executive shall promptly resign from any positions with the Company, whether as an officer, director, employee, or otherwise and shall promptly execute any documents reasonably required to effectuate the resignation. Notwithstanding any other provision of this Agreement ... | Label: Releases |
569d0dcb-c606-402d-987c-02e99f62d6b5 | Clause:
The Members warrant and represent, respectively, that they have not dealt with any person, firm or corporation who is or may be entitled to a brokerage commission, finder’s fee or other like payment from the Company or any of the Members on account of the negotiation or consummation of this Agreement, the creat... | Label: Brokers |
448a5037-f208-4694-8f55-2cb9a048497b | Clause:
If any term or provision of this Note is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining terms and provisions of this Note or any part thereof, which shall remain in full force and effect.
Task: Classify this clause into... | Label: Severability |
abc8da5c-f05c-44fd-bfad-adfdc3ae72a0 | Clause:
Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such ... | Label: Taxes |
d709c72a-be65-4753-9490-98e19266b30d | Clause:
Seller has delivered or, pursuant to Section 1.7, will deliver to Purchaser true and complete copies of all survey reports, waivers of deficiencies, plans of correction, and any other investigation notices, warnings, correspondence or reports issued with respect to the Facility (collectively, “ Licensing Survey... | Label: Compliance With Laws |
83cafccf-ac69-4981-8bb4-e74f61313d39 | Clause:
Immediately after giving effect to this Waiver on the Effective Date, the representations and warranties of the Borrower and each other Credit Party set forth in the Credit Documents (including, for the avoidance of doubt, in the Credit Agreement) are true and correct in all material respects on and as of the E... | Label: Warranties |
b41d03ad-7b1f-4cbf-95c2-1615476a1e43 | Clause:
Except as could not reasonably be expected to result in a Material Adverse Effect, each Credit Party and each Subsidiary thereof has duly filed or caused to be filed all federal, state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment o... | Label: Payments |
bd840b6e-1ad0-46b0-9617-3e6a08c3f636 | Clause:
Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if not paid within five (5) days of such demand therefor, shall bear interest at the Default Rate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Interests |
eb50078b-cad6-4ead-9140-11eee137423f | Clause:
This document shall become effective and binding only upon the execution and delivery of (i) this Termination Agreement by both Sublandlord and Subtenant, and (ii) the consent by Prime Landlord to this Termination Agreement in a form reasonably acceptable to Sublandlord and Subtenant (the “ Prime Landlord’s Con... | Label: Successors |
c97d0681-4d0e-4168-94f5-645b0580237e | Clause:
Executive represents and warrants that he is not now, and will not be on the date of commencement of this Agreement, a party to any agreement, contract or understanding, whether of employment, agency or otherwise, which would in any way restrict or prohibit Executive from undertaking and performing Executive’s ... | Label: Representations |
120bed55-d10b-45cc-8908-08208439a074 | Clause:
Executive shall be entitled to twenty (20) vacation days per calendar year, accruing in accordance with the Company’s vacation policy. Executive may carry over up to a maximum of 200 hours of annual leave (including sick pay) at any time, and any unused vacation time beyond that will be forfeited.
Task: Classi... | Label: Vacations |
d7373a4b-22ed-4a6e-a681-bc4cbbdc003d | Clause:
This Amendment shall be enforced, governed and construed in all respects in accordance with the laws of the State of New York, as such laws are applied by the New York courts to agreements entered into and to be performed in New York by and between residents of New York.
Task: Classify this clause into ONE of ... | Label: Governing Laws |
bae67941-555b-4bc9-9d13-73606708fbbf | Clause:
Each party hereto, at the reasonable request of the other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.
Task: Cla... | Label: Further Assurances |
af021ba7-f61b-4912-94e4-44818cd98204 | Clause:
Neither this Agreement nor any other Loan Document may be amended, changed, waived, discharged or terminated, nor shall any consent or approval of Lender be granted hereunder, unless such amendment, change, waiver, discharge, termination, consent or approval is in writing signed by Lender.
Task: Classify this ... | Label: Modifications |
ee671b06-1da8-413c-964d-c662c4dbc1c8 | Clause:
The Agreement shall be construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions, to the extent that applicable federal law does not supersede and preempt Texas law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Governing Laws |
8d6c109c-8f14-44fc-accb-d70abd4ffd7c | Clause:
Cogint, SpinCo, or the transfer agent or the exchange agent in the Spin-Off, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payments under the ... | Label: Tax Withholdings |
3398510c-812f-4d10-91e2-83f00e2a41e4 | Clause:
Employee acknowledges that Confidential Information and Works are valuable and unique assets belonging to Choice. During employment and after the Termination Date, Employee shall not, except as required by law or by Employee’s duties for Choice and for the benefit of Choice, directly or indirectly, or cause oth... | Label: Confidentiality |
982ef336-acc1-4add-99de-36a38c39246f | Clause:
The Company and any Related Entity are authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with a... | Label: Taxes |
a84e065d-144a-4b32-929f-aa1a3a488ac7 | Clause:
Except for Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, the fees and expenses of which will be paid by the Company, no Company Group Member and none of their respective officers, directors, employees or agents has employed any broker or finder or incurred any liability for any financial adviso... | Label: Brokers |
27cf9a4f-ef8c-471e-9e65-e3a9de64e078 | Clause:
This Agreement shall have an initial term of one year from the date hereof and may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. The Company (acting through the Conflicts Committee) will evaluate the performance of the Advisor annually before renewing this A... | Label: Terms |
0b0ca469-8a93-4c8e-a67a-53f0080cafe7 | Clause:
(i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, t... | Label: Enforcements |
f5209aa2-adf0-41dd-8660-3ec6e015d12d | Clause:
The headings herein are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict co... | Label: Construction |
5bb8d705-0f8c-4fe7-9ce2-1bf4cef5b817 | Clause:
Neither the Seller nor the Guarantor will enter into any transaction, including without limitation any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under this Repurchase Agreement, (b) in the ordinary co... | Label: Transactions With Affiliates |
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