id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
948f8903-f0b0-4a29-a0b3-c746f73e86ef | Clause:
This Agreement shall be governed in all respects by the laws of the State of New York, without regard to conflicts of laws provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Governing Laws |
3ad96593-986e-4cdc-b2d5-b7179e51f53e | Clause:
Except as otherwise provided by the Committee in the grant of a SAR, if the Grantee’s employment or service with the Corporation is terminated because of the Disability of the Grantee, the SAR, to the extent unexercised and exercisable on the date on which the Grantee’s employment or service terminated, may be ... | Label: Disability |
b8b14260-b87a-46bd-b101-f23410bb0bb2 | Clause:
Each party’s obligations under this Section 2.12 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
... | Label: Survival |
f9fa56b4-9433-4b54-aa58-c3a9dfcda340 | Clause:
This Agreement constitutes the entire agreement, both written and oral, between the Parties with respect to the subject matter hereof, and all prior agreements respecting the subject matter hereof, either written or oral, expressed or implied, are superseded hereby, merged and canceled, and are null and void an... | Label: Modifications |
93dbb02e-a855-421b-b81f-629b4b0785ca | Clause:
The Grantee shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the grant, vesting and redemption of the Restricted Stock Units. Any tax... | Label: Withholdings |
a469019b-2d9e-4945-a0ab-0fe74633dc84 | Clause:
In addition to the obligations required to be performed under the Lease, Landlord and Tenant shall each perform such other acts, and shall execute, acknowledge and/or deliver such other instruments, documents and other materials, as may be reasonably required in order to accomplish the intent and purpose of the... | Label: Further Assurances |
bb6175eb-a853-4da5-ae63-6de599558ed6 | Clause:
This Agreement shall terminate at the time that all Tax Benefit Payments have been made to the Stockholders’ Representative under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Terminations |
6ef02905-f3ae-4f64-9dc8-bbc4c08b5708 | Clause:
The Borrower hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the B... | Label: Waivers |
3c901a59-dacf-4922-808e-2a84992b053e | Clause:
The parties may sign any number of copies of this Supplement. Each signed copy shall be an original, but all of them together represent the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Counterparts |
f94c7589-1338-4a37-912c-4fdfddd98476 | Clause:
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement (as defined below), except that the defined terms “Lender”, “Term Lender” and “Required Lenders” shall have the meaning given such terms by the Existing Credit Agreement.
Task: Classify... | Label: Defined Terms |
4a65b6db-fd19-432a-a286-b0dfcc93e0fa | Clause:
All notices provided for in this Amended and Restated Agreement shall be in writing, and shall be deemed to have been duly given when delivered personally to the party to receive the same, when given by telex, telegram or mailgram, or when mailed first class postage prepaid, by registered or certified mail, ret... | Label: Notices |
86fd7bbc-11c4-4c9c-a283-68e2a2d6d7e7 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
2a102467-969d-4e36-9c9c-623fc3772170 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
ae743cab-71d3-478b-9545-04c01a5a6bca | Clause:
The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except... | Label: Titles |
31c2c49b-4a05-4f98-8f68-8cd9d4485aa2 | Clause:
If any provision of this Agreement shall be invalid under the applicable law of any jurisdiction, the remainder of this Agreement shall not be affected thereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Severability |
98c23d9d-4601-4b68-9ebd-539eb3831e46 | Clause:
If Executive’s employment ends through Executive’s death, Executive shall be entitled to all payments and other benefits provided under subparagraph 3(a) above. The Company will also pay Executive’s estate a bonus under the Incentive Compensation Plan prorated based upon the number of days for which Executive w... | Label: Death |
c185c72b-7ee4-4d27-8046-3ebd5a656720 | Clause:
The Borrower and its Subsidiaries and each other Person for whose taxes the Borrower or any of its Subsidiaries could become liable have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes shown to be... | Label: Taxes |
613f12f0-8a6f-4e1c-a804-dc28879d61e6 | Clause:
This Agreement, and all references, documents, or instruments referred to herein, contains the entire agreement and understanding of the Parties in respect to the subject matter contained herein. The Parties have expressly not relied upon any promises, representations, warranties, agreements, covenants, or unde... | Label: Entire Agreements |
71d6728d-5465-4128-a25e-b93c5d9831bb | Clause:
The Company and Executive intend to and hereby consent to jurisdiction to enforce the restrictive covenants in Section 6.2 upon the courts of any jurisdiction within the geographical scope of those restrictive covenants, pursuant and subject to Sections 6.7 and 7.2 of this Agreement. If the courts of any one or... | Label: Jurisdictions |
21ee2762-59c0-4ecf-8ec2-b8f95bf473a0 | Clause:
Each Seller has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Seller of this Agreement and the consummation by such Seller of the transactions c... | Label: Authority |
ef85d9ca-3b65-4fb0-b893-45b3d6d4f5cf | Clause:
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the par... | Label: Entire Agreements |
97d1a44d-6c30-4da5-8b90-b5c3dbe00777 | Clause:
This agreement will be governed by the laws of the state of Delaware, without reference to the principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Governing Laws |
b3da3df3-1f7b-4d59-952b-f3b488f94fb8 | Clause:
This Agreement shall be construed and enforced in accordance with the laws of the State of California (exclusive of conflict of law principles). In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the remainder shall not be affected thereby. This Agreement supersedes an... | Label: Miscellaneous |
93f15c51-20d6-4597-a119-daf889209138 | Clause:
All distributions under the Plan are subject to withholding of all applicable federal, state, local and foreign taxes, and the Committee may condition the settlement of the PBS RSUs on satisfaction of the applicable withholding obligations. The Company, Carnival plc or any Affiliate of the Company or Carnival p... | Label: Tax Withholdings |
f9528de7-929b-488f-ae73-2ba696fbf2dc | Clause:
The terms of this Guaranty may not be altered, modified, amended, supplemented or terminated in any manner whatsoever unless the same shall be in writing and signed by or on behalf of the Bank. Any Person at any time required to become a Guarantor pursuant to Section 6.13 of the Credit Agreement or otherwise sh... | Label: Amendments |
dfa83e48-5a37-4677-b883-9449c5eed273 | Clause:
This Assignment shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successor-in-interest and assigns. If any term or provision of this Assignment shall be held invalid or unenforceable, the remainder of this Assignment shall not be affected. This ... | Label: Miscellaneous |
87313cc3-c7ed-4305-90d2-58469b205e0b | Clause:
Capitalized terms used in this Agreement which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Defined Terms |
bccf96ae-5835-47a9-acae-218814164342 | Clause:
The Borrower and its Subsidiaries are in compliance with all applicable laws, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective proper... | Label: Compliance With Laws |
cc0dd3f2-e950-43ac-9c03-b6ea3646874b | Clause:
Each Borrower will use the proceeds of the Loans and the Letters of Credit only for the purposes set forth in the preamble to this Agreement. Each Borrower will not request any Borrowing or Letter of Credit, and will not use, and will procure that its Subsidiaries and its or their respective directors, officers... | Label: Use Of Proceeds |
bfe4f7b4-d1ac-4a62-9581-6c97bab8ffba | Clause:
This Agreement may be executed in counterparts, including by facsimile or PDF via electronic mail, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Counterparts |
c3c2e313-b6c0-41f2-b988-44c22e5507a2 | Clause:
This Amendment and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, except to the extent that the validity or perfection of the security interest or the remedies hereunder in respect of any Collat... | Label: Governing Laws |
e48880a2-aee7-414c-8f14-54d23d824aca | Clause:
Neither the execution nor delivery by such Purchaser of this Agreement or any Transaction Document to which such Purchaser is a party, nor the consummation or performance by such Purchaser of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, constitute ... | Label: No Conflicts |
2b8876a5-e01e-4917-ab30-8072d0bc1693 | Clause:
The Loan Documents are not subject to any right of rescission, set‑off, counterclaim or defense by Borrower, any Individual Borrower or Guarantor including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents ... | Label: Enforceability |
628a53a1-5222-4b02-85eb-2b38e7498cbe | Clause:
The provisions of Section 8.7 of the Intercreditor Agreement shall apply with like effect to this Joinder Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Miscellaneous |
54c6c23e-b315-4141-bfdf-b2d5388333a3 | Clause:
Recipient acknowledges and agrees that a breach of any of the promises or agreements contained in this Section 13 will result in immediate, irreparable and continuing damage to the Company for which there is no adequate remedy at law, and the Company or an Affiliate will be entitled to injunctive relief, a decr... | Label: Remedies |
e8cadf03-12af-4948-bfad-76afd7015c46 | Clause:
In the event of the Executive’s Involuntary Termination, if the Executive (i) reconfirms and agrees to abide by the covenants described in Section 14(a) and Section 14(c) above, (ii) executes the Release within fifty (50) days after the date of Involuntary Termination and does not revoke such Release in accorda... | Label: Releases |
b91fa248-394d-4fc8-baba-226734d9c814 | Clause:
If the Employer has elected to apply Section 1.08(e)(3), then, upon the date a Participant incurs a Disability, as defined in Section 1.07(a)(2), notwithstanding any other provision of the Plan to the contrary, all Accounts of such Participant shall be 100% vested.
Task: Classify this clause into ONE of these ... | Label: Disability |
1ab17036-c6d9-4054-b314-b08004f7fed1 | Clause:
The execution and delivery of this Agreement by the Consultant: (a) does not require the consent of any third party or governmental entity under any laws; (b) does not violate any laws applicable to the Consultant and (c) does not violate or breach any contractual obligation to which the Consultant is a party.
... | Label: No Conflicts |
15114798-11e4-4b27-ade7-949415237d90 | Clause:
This Agreement shall be construed and interpreted according to the internal laws of the State of California, without regard to principles of conflict of laws. The parties hereby stipulate that any action or other legal proceeding arising under or in connection with this Agreement may be commenced and prosecuted... | Label: Governing Laws |
93f970fb-04d2-401f-9824-d2842abf5910 | Clause:
Executive shall be eligible for vacation as provided to similarly situated employees under policies set forth in the Company’s, if there is one, or other policies in place, which vacation time shall be taken at such time or times in each year so as not to materially and adversely interfere with the business of ... | Label: Vacations |
31ee2243-ce35-479e-83b4-7c94e285ef9a | Clause:
No Party may assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other Parties. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties and their respective successors and assi... | Label: Assignments |
84ac758d-700b-43b4-a23e-6fd32b60c332 | Clause:
Subject to Sections 3, 7(d) and 7(e), the Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Sections 3, 7(d) and 7(e), the Manager has the authority to bind ... | Label: Powers |
5dccfead-5bed-4762-9f63-a04643a03bc2 | Clause:
The obligation of the Company to deliver any certificate or book-entry uncertificated shares to the Grantee pursuant to Section 5 hereof shall be subject to the receipt by the Company from the Grantee of any minimum withholding taxes required as a result of the grant of the Award or lapsing of restrictions ther... | Label: Tax Withholdings |
a6de6d0f-34ff-4a63-9688-9c947ad1f9e5 | Clause:
The term of the Company shall be effective on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware, and shall continue to exist until it is dissolved or terminated under the terms of this Agreement or as provided by law. The Company shall forthwith be terminated a... | Label: Terms |
1b189935-0508-4f27-9ad7-a980025e2535 | Clause:
The Company has made long-term investments into the marine scrubber industry. In November 2016 the International Maritime Organization (IMO) voted to implement a new lower global cap on sulphur emissions from international shipping. Following this, the Company has experienced a strong interest from the marine i... | Label: Use Of Proceeds |
4ad919ba-6e14-4929-b759-d7b2e46c587c | Clause:
This Agreement and the other Transaction Documents: (i) are valid, binding and enforceable against the Company and Buyer in accordance with its provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement between the parties; and (iii) are the final expression of the ... | Label: Entire Agreements |
a9ba3122-5918-415e-9674-a8485b57e53a | Clause:
Whenever either party shall learn through the filing of a Purchaser Claim or Seller Claim, as the case may be, that the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals t... | Label: Notices |
7981179e-597b-468d-80ff-504652ceef2b | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission, e.g., a “ pdf ” or a “ tif ”), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A ... | Label: Counterparts |
9bdd3bc0-bbaf-4120-98e9-a9a1d55bf302 | Clause:
The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) either (i) at a fluctuating rate per annum determined by Bank to be two and one quarter percent (2.25%) above Daily One Month LIBOR in effect from time to time, or (ii) at a fixed ra... | Label: Interests |
caedbfda-5bc2-4668-8a3f-b6560ee785da | Clause:
For purposes of this Section 3.01, the term “Lender” includes each L/C Issuer.
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... | Label: Defined Terms |
7bcb83db-8f71-4ae6-8e0b-2e027f86425b | Clause:
The Loan Parties are in compliance with and conform to all statutes, laws (including Environmental Laws), ordinances, rules, regulations, orders, restrictions and all other legal requirements of all domestic or foreign governments or any instrumentality thereof having jurisdiction over the conduct of their resp... | Label: Compliance With Laws |
0558f22d-ec2c-43c4-950d-5c2e975f35bc | Clause:
Consultant agrees that, upon reasonable notice and without the necessity of the Company obtaining a subpoena or court order, Consultant shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), and any investigation and/or defense... | Label: Cooperation |
7fb2d074-d8dd-469c-a5ed-f16598a06829 | Clause:
This Release Agreement shall be governed by, interpreted under and enforced, in accordance with the laws of the State of California, excluding such state’s conflict of laws principles. If any provision of this Release Agreement or its application is held invalid, the invalidity shall not affect other provisions... | Label: Miscellaneous |
c640ee0e-6ac5-43d3-8253-e0b4a95d021b | Clause:
All payments required to be made by the Company to you under this Separation Agreement will be subject to the withholding of such amounts for taxes and other payroll deductions as the Company may be required to withhold pursuant to any applicable law or regulation. To the extent applicable, it is intended that ... | Label: Taxes |
9a253e83-b79e-4b9b-98a2-39ffe354df55 | Clause:
The Capital Stock of each Subsidiary has been duly authorized and validly issued in compliance with all applicable federal, state and other Laws and is fully paid and non-assessable (except to the extent such concepts are not applicable under the applicable Law of such Subsidiary’s jurisdiction of formation). ... | Label: Subsidiaries |
aba571be-e1a5-4b7d-8012-bdf6b56e3edb | Clause:
The Grantor agrees to reimburse the Collateral Agent for its reasonable, documented and invoiced out-of-pocket expenses in connection with this IP Security Agreement in accordance with Section 11.2 of the Term Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Expenses |
8fbec8cb-a5dd-469f-b291-30f3abbf871b | Clause:
The Borrower and each Restricted Subsidiary will maintain, with financially sound and reputable (as determined by the Borrower in good faith) third-party insurers, insurance in such amounts (giving effect to any self-insurance), to such an extent and against such risks as is customary for companies in the same ... | Label: Insurances |
38de848f-a756-463f-a71f-f75a4867fa13 | Clause:
Each Loan Party has full power, authority and legal right to enter into this Agreement and the Other Documents and to perform all its respective Obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and of the Other Documents (a) are within such Loan Party’s corporate (... | Label: Authority |
a5ba53ba-0a33-44a0-8e3a-16c6cb728c17 | Clause:
This Agreement contains the entire understanding of the Parties and no agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either Party, which are not set forth expressly in this Agreement. This Agreement supersedes all negotiations, ... | Label: Entire Agreements |
508a90b7-4b42-45c2-a5ca-abd85cd808c6 | Clause:
Schedule 4.5.3 lists all insurance policies maintained by Seller and applicable to the Business or the Purchased Assets and identifies the following information for each such policy: underwriter, coverage type, expiration date, coverage amount, deductible and whether claims made or occurrence based. All such po... | Label: Insurances |
fed594c6-4d99-40e9-8a7e-929b127119ac | Clause:
If any provision of this Agreement is held to be invalid, illegal or unenforceable, in any respect, then such provision will be given no effect by the Parties and shall not form part of this Agreement. To the fullest extent permitted by Applicable Law and if the rights or obligations of any Party will not be ma... | Label: Severability |
1ddcfce6-464f-43b4-8936-ca50f813c88d | Clause:
The Borrower has timely filed all material Tax returns and reports required by Applicable Law to have been filed by it and has paid all material Taxes, assessments and governmental charges thereby shown to be owing by it, other than any such Taxes, assessments or charges that are being contested in good faith b... | Label: Taxes |
6fb8f17b-e011-41e2-9f19-99204154a3a3 | Clause:
If any provision of this Restatement Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Restatement Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not inva... | Label: Severability |
e514daf0-27d6-4130-b1b9-9b1cb68f7079 | Clause:
Provider shall invoice Recipient for the Reimbursement Fee in arrears on a monthly basis in accordance with Schedule 6(c) and including detail as to the amount payable in respect of each Named NLR. Provider shall include with each invoice a level of detail consistent with the invoices provided by Provider or it... | Label: Interests |
3e6395ac-6991-49a8-8fe0-045432eb212c | Clause:
The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on... | Label: Authorizations |
0ff2a8f1-ba67-4f5b-8da4-ac135c1ff4e5 | Clause:
The Executive agrees that the Company will have no obligations to the Executive under Paragraph 4 above until the Executive executes a release in a form acceptable by the Company and allows such release to go into effect without revocation. The Company has no obligation under Paragraph 4 above if the Executive ... | Label: Releases |
2a365ff3-ef65-405d-8175-0fce5213f899 | Clause:
Any notice delivered under this Agreement shall be deemed duly delivered three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one (1) business day after it is sent for next-business day delivery signature required via a reputable nationwide over... | Label: Notices |
dc800286-1931-4c56-99b2-d58358d25df5 | Clause:
No failure to exercise and no delay in exercising, on the part of the Agent, any Issuing Bank, or any Bank, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or furthe... | Label: No Waivers |
6eb5d60f-8397-4077-bef1-575b824f7939 | Clause:
This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and no oral promises, agreement or warranties affecting it and no prior or subsequent agreement adding to, altering or waiving any term, condition or provision hereof shall be valid and enforceable unless... | Label: Entire Agreements |
81a23873-d9d2-4ca8-94dc-b0b4723d0859 | Clause:
Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or oth... | Label: Authorizations |
0264ceea-d646-4f4c-8ad3-28582239caf5 | Clause:
The Partnership may purchase and maintain insurance, on behalf of the Partners and such other Persons as the Partners shall determine, against any liability that may be asserted against or expense that may be incurred by, such persons in connection with the business or activities of the Partnership, regardless ... | Label: Insurances |
285bab30-01db-4911-ac16-09559f5358c8 | Clause:
This Agreement, including the Appendices, the Exhibits and the Disclosure Schedules, constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof. The Appendices, Exhibits and the Disclosure Schedules hereto are an integral part of this Agreement and are incor... | Label: Entire Agreements |
3dc5c786-09d2-46e5-96e0-2951af97c68d | Clause:
Each trade name, trademark or service mark used in connection with the Real Property as identified on Schedule 4 attached hereto, to the extent the same are assignable under applicable law without the consent of any third party that has not been obtained (the “ Assumed Trademarks ”); except that in no event sha... | Label: Intellectual Property |
8809e3a7-9060-4152-a2e9-dab80e722f0a | Clause:
For purposes of this Agreement, the term “ Disability ” shall have the meaning given to such term in the long-term disability policy available to Executives of the Corporation and the Company, as amended or replaced from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Disability |
6ab42069-156a-4c38-a4da-4cb90f0313bd | Clause:
Your base salary will be $650,000 per year payable to you in accordance with SHO’s regular payroll practices including withholdings required by law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Base Salary |
dbe1fdda-4de1-4abf-9109-bb0a62b63934 | Clause:
Each of the Lenders and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as Administrative Agent under the Loan Documents, and authorizes the Administrative Agent to take such actions on its behalf and to exercise... | Label: Authority |
3c83e291-2e9a-44d0-82ff-7cd817090671 | Clause:
Each prevailing Person in any arbitration proceeding described in this Paragraph 19 will be entitled to recover from any non-prevailing Person(s) its reasonable attorneys’ fees and disbursements and other out-of-pocket costs in addition to any damages or other remedies awarded to such prevailing Person, and the... | Label: Expenses |
d9ce0152-2235-4f67-b2c2-2f21be524a49 | Clause:
This First Amendment may be executed in any number of counterparts, each of which will be deemed to be an original. Any or all counterpart originals may be executed by facsimile signature, each such signature to be deemed an original signature.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Counterparts |
cd530fd0-ffa0-4b5c-a871-28c593abe65a | Clause:
Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (owned or leased), including, to the extent required, the Luxembourg Domiciliation Law, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to resu... | Label: Compliance With Laws |
a763019b-225d-41f4-8869-b3ab1142e612 | Clause:
The Company will comply with all applicable withholding tax laws, and will be entitled to take any action necessary to effectuate such compliance. The Company may withhold a portion of the Common Stock to which the Director or beneficiary otherwise would be entitled equivalent in value to the taxes required to ... | Label: Withholdings |
43821b72-6955-427d-bc7b-c863eea1b536 | Clause:
(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, (x) upon any Disposition by any Loan Party (other than any such Disposition to another Loan Party) of any Collateral in a transaction not prohibited by any Loan Document, the security interests in such Collateral create... | Label: Liens |
0e4fd977-6077-474c-b799-db23108607cf | Clause:
Notwithstanding any other language herein that may appear to the contrary, neither Nexsan nor Imation may terminate this Agreement without the unanimous written consent of Nexsan, Executive and Imation. Notwithstanding the termination of this Agreement or the circumstances of such termination, Nexsan and Imatio... | Label: Terminations |
f6b660a5-fae9-4ea1-bda1-83a0f64d20b6 | Clause:
Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements of the Partnership and certificates and reports as to financial matters required to be furnished to the Purchasers... | Label: Interpretations |
801fb567-dc9b-4ca5-bad9-b54f3e9f398a | Clause:
This Agreement shall inure to the benefit of and be binding upon each successor of the Company, and upon the Executive’s beneficiaries, legal representatives or estate, as the case may be.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Successors |
28320f81-9f38-4ffd-a8fc-8c031e2976b5 | Clause:
The Company and its Subsidiaries shall comply with all federal, state and local or foreign law, rule, regulation, ordinance, order or decree, except where failure to so comply would not reasonably be expected to have a Material Adverse Effect. Furthermore, the Company and its Subsidiaries shall maintain, or cau... | Label: Compliance With Laws |
02932a1a-af9d-4fa8-9135-aace00aad367 | Clause:
The validity, interpretation, construction and performance of this Note, and all acts and transactions pursuant hereto and the rights and obligations of the Maker and Holder shall be governed, construed and interpreted in accordance with the laws of the state of Texas, without giving effect to principles of con... | Label: Governing Laws |
fa9aa08f-f9c4-447a-9a1e-58ea8fc8b26c | Clause:
In the event of a breach by the Corporation of any of its obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement; provi... | Label: Remedies |
94b90f65-1aaa-4e39-b2f5-d5ea432e67a1 | Clause:
Executive understands that this Release Agreement shall be null and void if not executed by him within twenty one (21) days. Each Party has seven (7) days after that Party signs this Release Agreement to revoke it. This Release Agreement will become effective on the eighth (8th) day after Executive signed this ... | Label: Effective Dates |
9cf9ea5b-3a80-4c0c-9cab-ea002c442c70 | Clause:
The parties agree that it is not their intention to violate any public policy or statutory or common law. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaff... | Label: Severability |
27b2f245-d8a4-4355-94d6-44e30a67ca99 | Clause:
The Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to the Administrative Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to the Administrative Agent, on su... | Label: Records |
46f972e0-b187-4e61-a6f2-79eebb65d0a6 | Clause:
This Amendment and Reaffirmation may be executed in counterparts and all parties need not execute the same counterpart. No party will be bound by this Amendment and Reaffirmation until each Borrower, the Administrative Agent, and each of the Lenders have executed a counterpart. Facsimiles or other electronic t... | Label: Counterparts |
1d086921-46bd-4310-89b3-47d660459c1e | Clause:
This Amendment sets forth the entire understanding of the parties in connection with the subject matter hereof. There are no agreements between Landlord and Tenant relating to the Lease or the Premises other than those set forth in writing and signed by the parties. Neither party hereto has relied upon any un... | Label: Entire Agreements |
c1baad0f-2f1f-41a9-bb81-d47ed06bfc4a | Clause:
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 construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation o... | Label: Construction |
f3756c3f-7e73-45ac-84c6-c09c23c768ec | Clause:
The fees payable for any Transition Service (the “ Fees ”) shall be as set forth for such Transition Service on Exhibit A and Exhibit B , exclusive of any applicable taxes, including any value added tax, sales tax or duty of any kind (other than taxes based on the Service Provider’s income), which as applicable... | Label: Fees |
fbb40736-0eb3-444d-a57a-da7ddc35b7cd | Clause:
From time to time, the parties will execute and deliver to the other such additional documents and will provide such additional information as either may reasonably require carrying out the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Further Assurances |
89854ef2-2daa-4ee4-acb8-9dba9b450f09 | Clause:
(a) Any and all payments by or on account of any obligation of any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes; provided that if any Borrower shall be required to deduct any Indemnified Taxes from such payments, then (i) the... | Label: Taxes |
b2f69804-e071-4e8e-9f8f-23882fe9a63c | Clause:
In the event that any provision of this Agreement should be held to be void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and effect, except that if the entire Release found in Section 4 is determined to be unenforceable, then Employer’s promises made to Employee in Secti... | Label: Severability |
bec38f10-2ec5-477d-8b05-22e520a8ba36 | Clause:
No failure or delay on the part of the Collateral Agent in exercising any right, power or privilege hereunder and no course of dealing between any of the parties hereto shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or fu... | Label: No Waivers |
f2a9b0d1-9993-44ab-b415-354b79b5ba17 | Clause:
Upon the occurrence of certain events relating to Shares contemplated by Section 4.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Stock), the Committee shall make such adjustments as the Committee deems appropriate in the number of Shares subject to the Option, the exercise... | Label: Adjustments |
b1383aea-0108-4c30-b102-010a9ee76a7d | Clause:
The parties may execute this Amendment in counterparts, including facsimile, PDF, or other electronic copies, which taken together will constitute one instrument. Except as expressly modified herein, the terms of the Agreement remain in full force and effect.
Task: Classify this clause into ONE of these types... | Label: General |
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