id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
66624c8b-63b0-4736-a356-2578f0ec64dc | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER GUARANTOR DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (... | Label: Waiver Of Jury Trials |
b2a6fdef-79cd-46c9-a1b3-fa7e578b0b71 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile or electronic mail (including pdf or any electronic signature) and in two... | Label: Counterparts |
c6ea1ddb-fd37-4527-9ba6-0a16893e8463 | Clause:
This Agreement may not be amended, changed or modified except by a written document signed by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Amendments |
aaefe41d-1029-4fee-bd43-62018c1843e5 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 9.03.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Counterparts |
1cc6ea7d-3c32-4155-97b4-627e09af9e26 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (the foregoing materials, including the exh... | Label: Financial Statements |
d8d8c19e-37d8-476c-b798-07eb275f113a | Clause:
As of the date of its execution and delivery of this Agreement or the date of its execution and delivery of an Accession Agreement pursuant to Section 2.3 (as applicable), Schedule 5 sets forth a true and complete list of all of the Material Intellectual Property owned by it (and registered in its name) and all... | Label: Intellectual Property |
9d0cb3f7-e2e5-42d0-8f86-768090cfacc7 | Clause:
Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve ... | Label: Compliance With Laws |
f56e54c7-f24e-4163-8f1c-33cee30b96cd | Clause:
Except as otherwise expressly provided in this agreement, in all respects, including all matters of construction, validity and performance, this agreement and the obligations shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California applicable to contracts... | Label: Governing Laws |
c1cd049f-b926-4a3a-9fd9-cfcb4c7913c7 | Clause:
(a) The audited balance sheet of the Company and its Consolidated Subsidiaries as at December 31, 2016, and the related statements of income and cash flows of the Company and its Consolidated Subsidiaries for the fiscal year then ended, as set forth in the Company’s Annual Report on Form 10-K for the fiscal yea... | Label: Financial Statements |
2a864149-72d0-4672-9c0b-e40ee0f323a5 | Clause:
If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted by law and the balance of this Agreement shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exact... | Label: Severability |
1d4d10f2-f12d-4b5f-a905-88ff19e98ec1 | Clause:
It shall promptly notify the Collateral Agent in writing of its acquisition of any interest hereafter in property material to the conduct of any Wholly Owned Holdco Guarantor that is of a type where a security interest or lien must be or may be registered, recorded or filed under, or notice thereof given under,... | Label: Notices |
4804a679-a18f-442d-a54f-e384144c1f64 | Clause:
No Loan Party shall directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or other similar anti-corruption or anti-bribery legislation in other jurisdictions which have jurisdiction ove... | Label: Anti-Corruption Laws |
406bde09-421b-438e-9a21-404373a9c4d6 | Clause:
As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word “including” shall be construed as if followed by the words “without limitation.” If a dispute arises over the interpretati... | Label: Interpretations |
87755f5a-4bcb-4060-a1d3-78079157a097 | Clause:
In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant are withhel... | Label: Withholdings |
810277de-1cfe-4f90-9318-489700e6215d | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s current headquarter address at any given time, and any notice to be given to the Optionee shall be addressed to the Optionee at the most recent addre... | Label: Notices |
41d7c2af-408c-4298-931f-6435aa034bf2 | Clause:
The Company shall, at the time required for such payment, deduct from any payments due under this Plan and remit to the Company or the proper governmental authorities an amount sufficient to satisfy federal, state, and local tax withholding requirements. Except with respect to required tax withholdings, the Com... | Label: Tax Withholdings |
75844394-ebf1-4a84-baef-4f68c38cd1d9 | Clause:
A waiver by any party of any of the terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, nor shall it be deemed a waiver of performance of any other obligation hereunder.
Task: C... | Label: Waivers |
3ee4198a-67ad-4a37-ba5e-57d154638c7a | Clause:
The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement; provided however, that in no event shall the term of any Stock Appreciation Right exceed ten years from the date of grant of the Stock Appreciation Right.
Task: Classify this clause into ON... | Label: Terms |
eef22fe5-0f9f-4855-b15a-4d40417a005c | Clause:
During the Employment Period, Executive shall be entitled to receive reimbursement for all reasonable, documented business expenses incurred by Executive in accordance with the performance of Executive’s duties under this Agreement and in accordance with the Company’s business expense reimbursement policy.
Tas... | Label: Expenses |
7e6f9c78-69d6-4f39-aa12-df55f1a5b767 | Clause:
Mortgagor shall pay the Indebtedness when due under the Loan Agreement and the other Loan Documents and shall perform the Obligations in full when they are required to be performed pursuant to the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Payments |
9a2c4a47-ad6a-4327-a47a-d616cc561aa4 | Clause:
During the period from the date hereof to the Separation Date, the Executive shall undertake in good faith to effect a smooth and effective transition of his duties and responsibilities to the successor designated by the Board and perform the other duties and responsibilities of his positions and shall continue... | Label: Duties |
44b3dd30-4082-4fbe-8aa9-c502dfd730aa | Clause:
All notices, approvals, requests, demands and other communications hereunder shall be delivered or made in the manner set forth in, and shall be effective in accordance with the terms of, the Credit Agreement; provided, that, to the extent any such communication (i) is being made or sent to a Debtor that is not... | Label: Notices |
266674ea-67b6-4d38-80b3-1cef2979216e | Clause:
The Agent hereby waives the processing and recordation fee provided for in Section 9.07(b)(iv) of the Existing Credit Agreement in connection with any assignment of (i) A3 Term Loans by Departing A3 Term Loan Lenders or Decreasing A3 Term Loan Lenders to New A3 Term Loan Lenders, (ii) A5 Term Loans by Departing... | Label: Waivers |
cc150205-f373-4780-b646-b59c6bb81f26 | Clause:
Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him, in accordance with the policies and procedures established by the Company from time to time, in performing services under this Agreement and during his employment with the Company, provided that Exe... | Label: Expenses |
14559dea-28ae-4bbc-9ed0-25357ed1a391 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing... | Label: Participations |
d8870b38-1faa-4b2b-82ed-fb7370a3189b | Clause:
The Seller or any Guarantor that is not a natural person shall commence dissolution proceedings or otherwise shall cease operation of its business as conducted on the date hereof, or any Guarantor that is a natural person shall die or become incapacitated.
Task: Classify this clause into ONE of these types (ex... | Label: Death |
676be490-8bed-4a57-a469-39313bcb8371 | Clause:
Purchaser is duly organized, validly existing and in good standing under the laws of the state of its organization.
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: Organizations |
f5773263-fc8b-44f2-abc3-7c71834cb3e3 | Clause:
Except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect, each ERISA Affiliate has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance in all respects with the presently a... | Label: Erisa |
dbc41c82-28b9-4058-97e7-bb1d3b89a611 | Clause:
In any case of Section 8.1(a) or 8.1(b) set forth above, the Party controlling such prosecution or maintenance shall keep the other Party informed of developments in any such prosecution or maintenance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Cooperation |
55014233-1455-42be-a31e-3bdae10da9b8 | Clause:
(a) The Borrower shall make each payment hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like... | Label: Payments |
138fa645-3964-4d99-95d3-cf1d6e56fd38 | Clause:
An employee shall be eligible to participate in the Plan as of the first day of the first pay period that commences in the month next following the date that he (a) is in salary grade 28 or higher pursuant to the Company’s standard salary grades; and (b) is eligible to make elective deferrals to either the 401(... | Label: Participations |
545da066-7b68-456d-bb64-bca53d9451f3 | Clause:
This Agreement is, and the Revolving Credit Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws o... | Label: Binding Effects |
0306a58e-25ff-49a1-a34d-d3b92cf6512f | Clause:
This Agreement, including Recitals, constitutes the entire agreement of the parties with respect to the subjects specifically addressed herein, and supersedes any prior agreements, understandings, or representations, oral or written, on the subjects addressed herein.
Task: Classify this clause into ONE of thes... | Label: Entire Agreements |
c002699e-d547-4273-8772-410c3843cab8 | Clause:
The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
f7c8d52d-b144-4166-9ae9-96f31e9222d5 | Clause:
This Agreement shall become effective when it shall have been executed by the Parent, the Borrowers and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be bindin... | Label: Binding Effects |
67b1fad6-4d96-4d6f-a791-45ee8409fefa | Clause:
Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required b... | Label: Insurances |
ba0c175b-2c5f-44bd-9bee-6bb032848639 | Clause:
Receipt by the Administrative Agent, MLPFS and the Lenders of any fees required to be paid on or before the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Fees |
c9d71b82-a01b-42bd-b177-c6d483fb1f14 | Clause:
The Company will reimburse Executive for reasonable travel, entertainment and other business expenses, including professional association fees, incurred by Executive in the furtherance of the performance of Executive’s duties hereunder. Executive is expected to travel frequently to the Company’s San Francisco, ... | Label: Expenses |
85e0d370-5cf4-450a-a561-4100158e00ae | Clause:
(a) All payments made by the Borrowers under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, excluding (i) net income Taxes (however denominated), branch profit Taxes, and franchise Taxes (imposed in lieu of net income Taxes) (A) imposed on ... | Label: Taxes |
c8570ffb-8d4a-44a4-8211-7aba501089d2 | Clause:
The Parties agree that the Court has jurisdiction over the Pending Litigation and over Supernus and Actavis, and that venue is proper in the District of New Jersey.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Venues |
ea0b6fcb-27ff-46d5-b36c-39fdcab71cd5 | Clause:
Guarantor agrees to do such further acts and things and to execute and deliver such statements, assignments, agreements, instruments and other documents as Lender from time to time may request in connection with this Guaranty and in order to (a) evidence, confirm, perfect and protect any lien granted by Guarant... | Label: Further Assurances |
b197df5b-31eb-4833-bf9d-167a9be635b5 | Clause:
During the Period of Employment, the Company shall pay the Executive a base salary (the “ Base Salary ”), which shall be paid biweekly or in such other installments as shall be consistent with the Company’s regular payroll practices in effect from time to time. The Executive’s Base Salary shall be at an annuali... | Label: Base Salary |
b670d42b-a95c-4fd2-ba9d-27f6eb89c3e7 | Clause:
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Delivery of an executed counterpart of... | Label: Counterparts |
8b3516d4-ee5d-4a08-9c2c-e5e3296704ad | Clause:
Subject to Section 2.2(a) above and Section 2.2(c) below, the Award shall vest and the Restrictions shall lapse in accordance with the vesting schedule set forth in the Grant Notice (rounding down to the nearest whole Share, other than with respect to the final vesting date).
Task: Classify this clause into ON... | Label: Vesting |
82cccd2f-b64f-494d-a4cb-f4cba4a809a6 | Clause:
Employee agrees that he will reasonably cooperate (taking into account his personal and professional schedule) in any litigation, proceeding, investigation or inquiry in which the Company or any of its Affiliates may be or become involved. Employee also agrees to reasonably cooperate with any internal investiga... | Label: Cooperation |
7171f0e1-9624-4c5e-a5f8-2854350f84bb | Clause:
The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and ... | Label: Disclosures |
d3c03556-7405-482c-9c16-0303d158af51 | Clause:
Unless the Company notifies the Grantee in writing of a different procedure or address, any notice or other communication to the Company with respect to this Agreement will be in writing and will be delivered personally or sent by first class mail, postage prepaid, to the Company’s then current headquarters, wh... | Label: Notices |
a46802d1-1da5-49bb-a711-437759e28c01 | Clause:
IN CONSIDERATION OF THE AMENDMENTS CONTAINED HEREIN, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE BORROWER HEREBY IRREVOCABLY RELEASES AND FOREVER DISCHARGES THE LENDER AND EACH OF ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND A... | Label: Releases |
90d0294b-d654-4da0-b7e6-31ff5c16f4ac | Clause:
The Agents shall have received the results of recent lien and judgment searches in each of the jurisdictions where the Borrower and the Originators are located (within the meaning of Section 9-307 of the UCC) or in which they maintain their chief executive offices or principal places of business, and such searc... | Label: Liens |
b1b756c7-6810-419a-84c0-2c1cd28278c2 | Clause:
Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including” has the inclusive meaning frequently identified with the phrase “but not limited to” ... | Label: Interpretations |
8a153646-d502-4baa-81c6-2b2db6672ce3 | Clause:
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Stockholder shall in no way affect the validity or enforceability of... | Label: Severability |
d386424b-f507-4223-b8b5-d4871c26dca9 | Clause:
Except as otherwise expressly provided under this Agreement neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred (whether voluntarily, by operation of law or otherwise), without the prior express written consent of the other party; provided, however, that either ... | Label: Assignments |
835c3156-56ab-4311-8b47-487fb0ff07c4 | Clause:
The Company owns, directly or indirectly, all of the capital stock or other equity interests of the Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of the Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rig... | Label: Subsidiaries |
e0a1c2d4-2b3e-485f-a28e-7c024c4eb082 | Clause:
Except as otherwise expressly provided in this Agreement, each Party shall bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement, including all fees and expenses of agents, representatives, financial advisors, legal counsel, and accountants.
Ta... | Label: Expenses |
0bc9f3f9-7870-4b57-9fd2-de63573ea2d3 | Clause:
All of the representations and warranties of the parties hereto contained in this Agreement shall survive the Closing and continue in full force and effect for a period of one (1) year from the Closing Date; provided , however , that (a) the representations and warranties set forth in Section 3.1 (Organization ... | Label: Survival |
3953af03-26ae-429e-8516-781b6b24031b | Clause:
Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at 1:00 p.m., Eastern standard time, no later than three (3) Business Days after the last of the conditions to Closing set forth in Article VII have been ... | Label: Closings |
9cc580b6-10c0-4ae4-abcd-8a3682735aae | Clause:
Subject to applicable eligibility requirements, Executive shall be entitled to participate in all benefit plans and arrangements and fringe benefits and programs that may be provided to senior executives of the Company from time to time, subject to plan terms and generally applicable Company policies. Executive... | Label: Benefits |
03950a12-5025-4acb-882a-2b07c4391aac | Clause:
All covenants, agreements, representations and warranties made by any Loan Party herein, in the Loan Documents and in the certificates 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 ex... | Label: Survival |
68983576-687e-4885-9e96-32ee962876ee | Clause:
(a) None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Guarantor and the Buyer, provided that any provision of this Guaranty may be waived by the Buyer.
Task: Classify this clause into ONE of these types (ex... | Label: No Waivers |
42db4cff-5a01-4864-8940-b72fbaa9921e | Clause:
The Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States, (b) consent to submit to the exclusive juri... | Label: Consent To Jurisdiction |
63e4d201-7902-4105-abf4-2778ddaaf3f4 | Clause:
Both Landlord and Tenant have been represented in the preparation and negotiation of this Second Amendment by legal counsel. As a result, this Second Amendment reflects the joint efforts of the parties and has been jointly prepared by the parties. This Second Amendment supersedes all prior discussions, writings... | Label: Interpretations |
83b9e608-0bfd-446b-9402-63fe41cd4cc3 | Clause:
All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing to such address as the Company or the Holder, as applicable, may from time to time specify in writing. Notices if (a) mailed by certified or registered mail or sent by hand or overnight co... | Label: Notices |
6729634e-d2ec-49a6-bbea-875074e48e1e | Clause:
The Borrower and the Parent MLP have no Subsidiaries other than those listed in Schedule 7.13, as supplemented from time to time by the Borrower by written notice to the Administrative Agent. Schedule 7.13, as supplemented from time to time by the Parent MLP or the Borrower by written notice to the Administrati... | Label: Subsidiaries |
0a5635f6-08f8-40d9-98e8-663dd42e2979 | Clause:
During and after Employee’s employment, Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Company employ... | Label: Litigations |
089de3ce-a4f4-4d6c-a7ad-d6382c3a0dc7 | Clause:
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction sha... | Label: Severability |
6171cd7f-88ed-4ec0-9d8a-b2549c767422 | Clause:
This Second Amendment and the rights and obligations of the parties under this Second Amendment shall be governed by, enforced and construed and interpreted in accordance with the law of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Governing Laws |
16537ecc-6c3b-4101-a1ad-df903011c816 | Clause:
During the Employment Period, the Company agrees to employ Executive in the position of Chief Operating Officer, Chief Financial Officer and Treasurer. Executive will report solely to the Company’s Chief Executive Officer (“CEO”) (your “Supervisor”), and Executive will be working out of the Company’s office in ... | Label: Positions |
3fb19fa0-2d61-4dd5-a083-3706cf7de377 | Clause:
Ono shall keep, and require its Affiliates and Sublicensees to keep, complete, true and accurate books of accounts and records for the purpose of determining the amounts payable to Array pursuant to this Agreement. Such books and records shall be kept for at least three (3) years following the end of the calend... | Label: Records |
cff7e6de-93eb-4f0f-aca1-47ac5dc9d9aa | Clause:
This Agreement sets forth the entire and final agreement and understanding of the parties and contain all of the agreements made between the parties with respect to the subject matter hereof. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto, with resp... | Label: Entire Agreements |
34c658b7-822b-4753-9949-8283a461613c | Clause:
The Board of Directors may amend the terms of the Agreement if it determines it is in the best interest of the Company and its Note Holders. In the event either party wishes to amend this Agreement, the Agreement may only be amended or waived in a writing executed by the both parties.
Task: Classify this claus... | Label: Amendments |
bbb8cd52-d70f-4544-922b-a127d66fea15 | Clause:
No Option Shares shall be issued upon exercise of this Option unless and until the Corporation is satisfied, in its sole discretion, that there has been compliance with all legal requirements applicable to the issuance of such Option Shares.
Task: Classify this clause into ONE of these types (exactly one label... | Label: General |
6e2a35d7-69ae-4916-a078-10cf8c6281fc | Clause:
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRE... | Label: Waiver Of Jury Trials |
ec737493-ecd9-47ed-b8e0-94c24b6d241d | Clause:
Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Construction |
e605ef0a-d22e-4058-a1b7-a5f86b2af838 | Clause:
The parties intend that all payments or benefits payable under the Agreement will not be subject to the additional tax imposed by Section 409A of the Code, and the provisions of the Agreement shall be construed and administered consistent with such intent. To the extent such potential payments could become subj... | Label: Interpretations |
fdb58b5b-ab6d-4678-94b1-39b47ab1fa42 | Clause:
During the term of employment under this Agreement, Executive will have access to and become acquainted with various confidential information including without limitation, trade secrets, customer relationships, formulas, devices, inventions, processes, know-how, financial information and other compilations of i... | Label: Confidentiality |
d3de1270-6b4c-4a06-af1e-66556873c23a | Clause:
Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at his/her last known personal addre... | Label: Notices |
705121db-4e56-4577-a493-ef326fa5e895 | Clause:
EACH OF THE BORROWER, THE OTHER LOAN PARTIES, THE AGENTS AND THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES, THE LETTERS OF CREDIT OR T... | Label: Waiver Of Jury Trials |
92255c1f-88d3-4991-8ec0-6eb74d8b51dd | Clause:
The Borrower agrees to insure the Project or cause the Project to be insured during the term of this Loan Agreement for such amounts and for such occurrences and subject to such deductibles and self-retentions, as are customary for similar facilities within the State of California, by means of policies issued b... | Label: Insurances |
de95ada3-cf6a-4627-a4a4-42c0066e35f1 | Clause:
This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to the conflicts of law provisions of the State of Indiana, or of any other state.
Task: Classify this clause into ONE of the... | Label: Governing Laws |
0350859c-4b36-4c6b-86ff-7efd5350dbac | Clause:
All representations and warranties and covenants contained in this Agreement shall survive the Avalon Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Survival |
0f2bd96b-efb5-4610-b5c4-289b4d4b0041 | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Companies shall be given to them at Extended Stay America, Inc., 11525 N. Community House Road, Suite 10... | Label: Notices |
24ae5ae6-d4c7-4391-b5ef-20918d70e1f9 | Clause:
This Letter Agreement may only be enforced by CF Corp at the direction of GSO, and nothing set forth in this Letter Agreement shall be construed to confer upon or give to the Company or any other Person (including CF Corp’s and the Company’s direct and indirect creditors), other than the parties hereto and thei... | Label: Enforceability |
bf8a145f-6a54-4ab3-a9d9-5a238a5ca599 | Clause:
If a fire or other casualty causes substantial damage to the Building or the Premises, Landlord shall engage a registered architect to certify, within one (1) month of the casualty, to both Landlord and Tenant the amount of time needed to restore the Building and the Premises to tenantability, using standard wo... | Label: Terminations |
31d3ed2d-b85d-4f73-a125-bbb7d76b1044 | Clause:
The Ceding Company is a life insurance company duly organized, validly existing and in good standing under the federal laws of Canada, and has all requisite corporate power and authority to carry on the operations of its business as they are now being conducted. The Ceding Company has obtained all authorization... | Label: Organizations |
8b1ae84c-a49e-4603-af2e-ea2146cf26ad | Clause:
This Supplement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Counterparts |
057e8440-d0fb-4d4c-96cd-59d57378837e | Clause:
Except with respect to Taxes which are addressed in Section 2.20, (other than any Taxes that represent losses, claims or damages arising from any non-Tax claim), the Borrower agrees (a) to pay or reimburse each Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connectio... | Label: Indemnifications |
5c5e8abe-d613-4b99-96e8-6713f7a23856 | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile n... | Label: Notices |
b0cbbd01-6635-4ca1-9323-6cb0ef665250 | Clause:
No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company, and ... | Label: Fees |
2de45de1-2a58-4c25-81f8-3ab8289838a8 | Clause:
Enter into any arrangement with any Person providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such prop... | Label: Sales |
d8754c4d-01c5-40a8-92a4-65527fb970da | Clause:
All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. Other than Liens on the equity interests of the Subsidiaries held by the Senior Lender and the Holders, the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary fr... | Label: Subsidiaries |
2570b5fa-8f84-4697-9df0-c6b8c711d78b | Clause:
During the Term, the Company shall pay the Executive a base salary at the rate of $600,000 per year (the “ Base Salary ”), payable in regular installments in accordance with the Company’s customary payroll practices. The Board or the Compensation Committee of the Board (the “ Committee ”) shall, no less frequen... | Label: Base Salary |
eea2127f-b645-42a6-adb6-09021bf59054 | Clause:
Each of the parties to this Agreement hereby agrees with the other party hereto (a) to coordinate with the other party on the parties’ respective initial press releases with respect to the Acquisitions and (b) that no press release or similar public announcement or communication shall, if prior to, or after, th... | Label: Publicity |
79761ceb-181b-48fa-80c6-b644deb0b3ee | Clause:
Each of the Credit Parties shall have performed and complied with all agreements and conditions contained in this Agreement and the other Transaction Documents to which such Credit Party is a party required to be performed or complied with by it prior to or at such Closing Day, and immediately before and immedi... | Label: No Defaults |
cf223df7-8efe-4cec-b891-97906f69535a | Clause:
During the Employment Term, the Executive shall devote an appropriate amount of his business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the perf... | Label: Duties |
f76b1d36-4ad0-4146-939d-895ada426cde | Clause:
The financial statements and other written financial information (“ Financial Statements ”) of New Indemnitor which have been previously delivered to Lender are true, complete and accurate in all material respects and accurately represent the financial condition of New Indemnitor as of the date thereof. All of ... | Label: Financial Statements |
999d4c4f-948c-4b1f-a777-9e71c7f08bea | Clause:
Except with respect to (i) claims arising from actual fraud and (ii) claims seeking specific performance or other equitable relief, the Parties acknowledge and agree that the remedies provided for in this Article VII shall be the Parties’ sole and exclusive remedy with respect to the subject matter of this Agre... | Label: Waivers |
c9e85bfa-e7f3-4c29-9bc1-b3e80cbfc03d | Clause:
The provisions of this Section 6.6 shall survive any expiration or termination of this Agreement for a period of one (1) year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Survival |
bd3d35ef-9bf3-4319-ad28-1e0b332145b1 | Clause:
The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement. Notwithstanding the foregoing, Indemnitee or a Third Party Beneficiary, at Indemnitee or suc... | Label: Consent To Jurisdiction |
8fda9af7-316e-48ff-8879-629d6cdff122 | Clause:
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of t... | Label: General |
44f8a905-b943-4e85-b695-cc229725e69f | Clause:
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN ANY MORTGAGE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exact... | Label: Applicable Laws |
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