id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
3ded6e2a-8839-474e-b432-4d2a10d9d1a5 | Clause:
The obligations of the parties under Section 10.03 shall survive the repayment of the Loans and the termination of the Letters of Credit, Secured Hedge Agreements, Secured Cash Management Agreements, Credit Agreement, and aggregate Committed Amounts. To the extent that any payments on the Obligations or p... | Label: Survival |
6f661de1-7e5c-4a20-a7ae-213bb380dc8a | Clause:
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile, electronic or .pdf signature shall be considered due ex... | Label: Counterparts |
8f3cfec9-0037-4023-83cf-1e47287f31f8 | Clause:
The Administrative Agent shall have received for its own account, and for the account of each other Lender, as the case may be, all costs, fees and expenses (including the costs and expenses of legal counsel to the Administrative Agent) due and payable pursuant to Section 3.3 and, if then invoiced at least one ... | Label: Expenses |
3f1e6a1e-7311-47f8-9753-8f6051eb48c2 | Clause:
On the date hereof, Borrower shall pay interest on the outstanding principal balance of each Component from and including the Closing Date through and including May 7, 2017 (the “ Initial Interest Period ”). On June 1, 2017 and on each Monthly Payment Date thereafter, up to and including the Maturity Date, Bor... | Label: Payments |
d9c3076c-93ba-411b-a0aa-7cdec198fd0b | Clause:
Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock. Following the application of the proceeds of the Loans, not more tha... | Label: Use Of Proceeds |
1b7e2aa9-69bd-4866-bbe9-aa78948fe60e | Clause:
No wai v er of any term or provision of this Employment Agreement will be valid unl e ss s uch waiver i s in writing signed b y the part y against whom enforcement of the waiver is sought . The waiver of any term or provision of this E mployment Agreement shall not apply to any subsequent breach of this Employm... | Label: Waivers |
d50db9c3-dcc9-4460-a389-dac19579d975 | Clause:
The provisions of this Section 4.4 shall be deemed reaffirmed by Buyer and Sections 4.4(c) and 4.4(d) shall be deemed reaffirmed by Seller delivery and acceptance of the Ground Lease Assignment Agreement and shall survive the Closing (and not be merged into the Ground Lease Assignment Agreement) or earlier ter... | Label: Survival |
b3e3a432-4942-46c0-922c-f49552f709bc | Clause:
All of the Deferred Stock Units shall initially be unvested. During the 12-month period following ____________ (the “Vesting Commencement Date”), 25% of the Deferred Stock Units shall become vested as of the end of each 3-month period following the Vesting Commencement Date, provided the Director has continued ... | Label: Vesting |
d89a69dd-c368-437f-a3c6-1afc34637e7d | Clause:
No press release or other form of publicity regarding this Agreement shall be permitted by either Party to be published unless both Parties have indicated their consent to the form of the release in writing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Publicity |
c5d14215-45ee-492b-9e81-0d7be39cecb2 | Clause:
THIS TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE AND JURY TRIAL WAIVER SET FORTH IN SECTION 14 OF THE LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
Task: Classify this clause into ONE of these types (exact... | Label: Venues |
295695b9-7cd4-4cc2-8ad9-50bca2d671ab | Clause:
The Term of the Employment Agreement shall end on June 30, 2018 (the “ Retirement Date ”), and shall not be renewed. Between the Effective Date and the Retirement Date, the Company shall employ Employee, and Employee shall serve the Company, on the terms and conditions set forth in the Employment Agreement, as... | Label: Terms |
e6a9d545-66c7-4b3a-ae13-8862d29d1381 | Clause:
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request that you consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to partici... | Label: Participations |
f16cd81e-3f08-4ffc-b84f-20039f07cd41 | Clause:
Except as otherwise expressly provided in this Agreement, as applicable, any term of this Agreement may be waived only by a written instrument executed by a duly authorized representative of the Party waiving compliance. The delay or failure of either Party at any time to require performance of any provision of... | Label: Waivers |
ebcac8e7-16e0-41eb-8f6e-4c316040cd74 | Clause:
Unenforceability of any provision or provisions of this Agreement will not render unenforceable, or impair, the remainder of this Agreement. If any provision or provisions of this Agreement will be found to be invalid, illegal or unenforceable, either in whole or in part, this Agreement will be deemed amended t... | Label: Severability |
1dcd2511-2db8-4852-9261-aa0d16d6a510 | Clause:
In connection with the Fourth Closing, the Borrowers shall pay to YA Global II SPV LLC (as designee of the Investor) a commitment fee in the amount equal to $150,000, of which $100,000 shall be due and payable in cash on the date hereof, and the remaining $50,000 shall be due and payable in cash on the date 120... | Label: Fees |
eb05675e-cdfc-4f32-974e-8c03361538e3 | Clause:
This Agreement shall be effective as of the date hereof (the “Start Date”); however, that date in which the Company closes on at least $5 million in equity financing shall be defined as the official Effective Date of the Agreement (the “Effective Date”). The Term of this Agreement shall commence on the Start Da... | Label: Terms |
9f7dda74-26fe-46cc-a2dc-cb8599b9e772 | Clause:
Except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and Liens permitted under Section 7.01 of the Credit Agreement (“ Permitted Liens ”), such Grantor owns or has rights and, as to Collateral acquired by it from time to time afte... | Label: Titles |
285a6f43-0492-4bce-a3a8-6c58a36aa5d2 | Clause:
The representations and warranties contained herein shall survive the Closing Date 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, Assigns, Auth... | Label: Survival |
f2f80c07-51c1-40e3-9df9-5908ef23ee10 | Clause:
Except in the case of the Mandatory Forum Selection Clause in Section 14.6 above, which clause shall be governed and interpreted in accordance with Florida law, this Agreement, the Loan Documents, the Fee Note and the Revolving Note shall be delivered and accepted in, and shall be deemed to be contracts made un... | Label: Governing Laws |
9bede3fc-4a81-4d41-9a20-3b5b365e1de0 | Clause:
This Note, and disputes or controversies arising hereunder, and the rights and obligations of the parties under this Note, shall be governed by, and construed and interpreted in accordance with, the law of the State of Colorado without regard to conflicts of law principles.
Task: Classify this clause into ONE ... | Label: Governing Laws |
70369c96-0f9f-40c6-885f-00baac79b203 | Clause:
All provisions of the Plan shall be construed in accordance with the laws of Texas except to the extent preempted by federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Governing Laws |
490fec84-c4e1-479c-8644-887444f2f8d6 | Clause:
This Agreement will become effective as of the Effective Date, and unless earlier terminated under this Section 10 , will continue in effect for five (5) years, and thereafter automatically be extended for successive renewal terms of two (2) years each, unless TESARO Party provides a notice of non-renewal at le... | Label: Terms |
7d884119-8811-4957-bca5-4b52d2ec591a | Clause:
Notwithstanding anything herein to the contrary, if the Executive is a Specified Employee on the date of his Separation From Service, any payments or benefits hereunder that are deferred compensation subject to Section 409A, are payable upon his Separation From Service, and are not otherwise exempt from Section... | Label: General |
676f6572-38ab-4eeb-8823-ec3669180ddf | Clause:
The Servicer, its Subsidiaries and their respective Related Parties shall (i) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws, (ii) conduct the requisite due diligence in connection with the transactions contemplated herein for purposes of complying with applicable Anti-Money Laun... | Label: Anti-Corruption Laws |
4897dbb4-c071-481b-a92e-1ae38a972837 | Clause:
This Agreement shall be binding upon the parties hereto and each of their heirs, beneficiaries, legal representatives, successors and assigns, as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Binding Effects |
7e3cbcb1-a6e8-4b88-9294-5693274fa09b | Clause:
This Agreement shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of the State or Commonwealth in which the Real Property is located (i.e., California).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Governing Laws |
38d2fa8c-eaf8-477e-be6a-2a1fe5eca414 | Clause:
With such exceptions that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, there is no litigation or governmental proceeding pending or, to the Company’s Knowledge, threatened, against the Company or any of its Subsidiaries or affecting any of the properties or a... | Label: Litigations |
dfeab737-89d4-42de-aed8-e2b6c334a829 | Clause:
The Retirement Income Contributions or other employer non-matching contributions credited to a Participant under this Appendix B shall be subject to the same vesting requirements as are imposed on Retirement Income Contributions or other employer non-matching contributions under the Participant’s Retirement Pla... | Label: Vesting |
ced95089-5de7-4e97-bb5a-a1d7c9b08f4d | Clause:
The obligations of confidentiality in this Article IV shall survive the termination of this Agreement and shall continue with respect to donor information without limit of time and in respect of other confidential information for a period of [***] years.
Task: Classify this clause into ONE of these types (exac... | Label: Survival |
b6611470-b8e6-43ab-b8b1-44e912f99407 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or a holding company, investment vehicle or trust for, or owned or operated for the primary benefit of, a natural Person or the Borrower or a... | Label: Participations |
fdc0aab5-a568-41e5-98dd-69a494448990 | Clause:
THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO AND ACCEPT THIS AGREEMENT AND SHALL SURVIVE T... | Label: Waiver Of Jury Trials |
4c73c380-210d-41ea-8ef8-d80cbabbb38e | Clause:
Notwithstanding anything in this Agreement to the contrary, unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of t... | Label: Releases |
5ac72178-2a93-48ed-827e-1043123f52d9 | Clause:
If any provision of the Plan becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person, or would disqualify the Plan or any purchase under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws... | Label: Severability |
e5b3225d-f0d3-43d5-a7a7-617236094cc0 | Clause:
All notices, demands, requests, consents, approvals or other communications (collectively, “ Notices ”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepai... | Label: Notices |
f3a7f0e7-3d1e-4d4c-9c3b-d8e38ad75e71 | Clause:
The execution and delivery by the Borrowers of this Amendment and the performance by the Borrowers of this Amendment and the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require a... | Label: Compliance With Laws |
94c5973e-ee24-4af2-ba84-3f4495ccda4f | Clause:
The lease term shall commence on January 9, 2017 and continue through January 9, 2032, unless sooner terminated.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Terms |
9caf40b3-3483-45d7-9544-9d70aa69d3ef | Clause:
The headings of the sections of this agreement are inserted for convenience only and shall not be deemed to be part hereof.
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: Headings |
2cd3ea0a-32d3-48b1-8b73-d5c36af28866 | Clause:
As of the Effective Date hereof, Tenant hereby represents and warrants to Landlord the following, all of which shall survive the expiration or termination of the Lease: (i) Tenant is the sole legal and equitable owner of the leasehold estate of the "Tenant" under the Lease and is the only occupant of the Premis... | Label: Representations |
32c4b7d0-b190-4850-96cf-9b933827b368 | Clause:
The parties may sign any number of copies of this Joinder Supplement, and different parties may sign on different signature pages. Each signed copy shall be an original, but all of them together shall represent the same supplemental agreement.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Counterparts |
75e10ad5-7bcb-4466-98dd-83536fc161b9 | Clause:
All disputes arising out of or relating to this Agreement and all actions to enforce this Agreement shall be adjudicated in the state or federal courts sitting in Denver, Colorado. The parties hereto irrevocably submit to the jurisdiction of such courts in any suit, action or proceeding relating to any such di... | Label: Venues |
7d6c501b-7bad-418b-8104-145d16bca1ef | Clause:
The Company and each of its subsidiaries, including the Significant Subsidiary, will use commercially reasonable efforts to maintain, or cause to be maintained, all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as ... | Label: Compliance With Laws |
bdc5f3ce-49fd-4a9f-aa93-d1e37d6f1027 | Clause:
Directly or, to its knowledge, indirectly use the proceeds of any extension of credit hereunder for any purpose which would violate the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or other similar anti-corruption legislation in other jurisdictions applicable to it or the Curren... | Label: Anti-Corruption Laws |
92d05a72-0414-45e8-8259-f67a875baaca | Clause:
Executive will be eligible to participate in regular health insurance, bonus and other employee benefit plans established by the Company for its employees from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Benefits |
551a16f9-7d89-4432-aef0-56240e53331e | Clause:
No material report, material certificate or other material information furnished in writing (other than projections, other forward looking information and information of a general economic or general industry nature) by or on behalf of any Credit Party or any Subsidiary thereof to the Administrative Agent or an... | Label: Disclosures |
9be80bcb-9258-4163-9fe2-f90918a089b3 | Clause:
During the Employment Period, Employee shall be eligible to participate in the same benefit plans and programs in which other similarly situated Company employees are eligible to participate, subject to the terms and conditions of the applicable plans and programs in effect from time to time. The Company shall ... | Label: Benefits |
282c4524-2dd3-4330-b10f-cb626e71a0ae | Clause:
This Agreement shall be governed exclusively by, and construed and enforced exclusively in accordance with, the internal Laws of the State of New York, without giving effect to the principles of conflicts of law thereof to the extent such principles would require or permit the application of the laws of another... | Label: Governing Laws |
aacbdfc9-b957-4fcb-a547-66325309beb9 | Clause:
(collectively, this “ Agreement ”), among M/I HOMES, INC., an Ohio corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”) , and PNC BANK, NATIONAL ASSOCIATION, as Swingline Lender, an Issuing Lender and Adminis... | Label: Agreements |
4bc41fa3-006b-42fb-8984-e3d628393ba6 | Clause:
No agent, broker, investment banker or other firm or Person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the Transactions as a result of any action taken by Licensor or any Additional Party.
Task: Classify this clause into ONE of these ... | Label: Fees |
7db27dd4-a7bf-4b07-90b3-410801462d84 | Clause:
The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. Further, if a court of competent j... | Label: Severability |
288432d6-4ecd-41fe-97f9-1af31796bf7d | Clause:
Each Lender shall, pro rata, in proportion to the amount of the Note held by him, indemnify Agent against any cost, expense, claim, demand, action, loss, or liability, including reasonable attorney’s fees incurred in contesting the same, that Agent may suffer or incur in connection with the Loan in his capacity... | Label: Indemnifications |
b7d1591c-8944-48e8-be6b-01595d06ed38 | Clause:
Employer shall have the right to withhold from the compensation payable to Marcum hereunder any amounts required by law to be withheld.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Withholdings |
14b78fa1-3128-4e2d-abaa-2e23d7ebd49c | Clause:
Each of Parent and Borrower shall not, and shall not permit any other member of the Consolidated Group to, enter into any transaction of any kind with any Affiliate of a member of the Consolidated Group, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as ... | Label: Transactions With Affiliates |
ea13a399-39db-4a17-b3e8-4b4496123379 | Clause:
Any notice under this Agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given (i) on the date of personal service on the parties, (ii) on the third business day after mailing, if the document is mailed by registered or certified mail, (iii) one day after b... | Label: Notices |
0fa48f60-594d-4c57-b5fc-e4a1b9169205 | Clause:
The headings and subheadings of this Agreement have been inserted for convenience only, and shall not affect the construction of the provisions hereof. All references to sections of this Agreement shall be deemed to refer as well to all subsections which form a part of such section.
Task: Classify this clause... | Label: Construction |
cc7272e6-3f24-4ed6-8fee-e79d1f736c30 | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Grantor shall be given to it in care of Borrower as provided in Section 9.01 of the Credit ... | Label: Notices |
bdd2db73-147b-446a-ad08-b5cdd88a741a | Clause:
This Agreement may be executed by facsimile or electronic signature and in counterparts.
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, B... | Label: Counterparts |
ab6441c0-07cb-4856-b63b-e3be4cd46753 | Clause:
If the Commitment of any Lender is increased in accordance with this Section , Administrative Agent and Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. Administrative Agent shall promptly notify Borrower and Lenders of the final allocation... | Label: Effective Dates |
96fbd7b9-d5a2-4741-8247-e176e525e9e6 | Clause:
Any breach of Section 2 or 3 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at an... | Label: Miscellaneous |
84882f8b-d419-4998-acb1-a305600b998c | Clause:
Seller agrees to cooperate with Broker in carrying out the purpose of this Agreement, including but not limited to providing Broker with all information needed regarding Seller and the Property for MLS or similar input or setup and referring to Broker all inquiries regarding the Property or its potential transf... | Label: Cooperation |
a4397aa0-8a06-40dd-ab0d-473d9e308bef | Clause:
The terms, covenants and conditions hereof shall be binding upon and inure to the benefit of Mortgagee, Landlord and Tenant and their respective heirs, executors, administrators, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Binding Effects |
e28aa345-bcfb-4d9e-8f18-b02795000209 | Clause:
(a) Any and all payments by or on account of any obligation of the 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 the Borrower shall be required to deduct any Indemnified Taxes from such payments, then (i) th... | Label: Taxes |
16b0f651-4e34-42c8-b149-a094779e9da8 | 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 or has a valid leasehold interest in each item of the Collateral free... | Label: Titles |
3d527159-2f8c-47bd-9206-623660ff4b83 | Clause:
The Company shall indemnify the Executive to the fullest extent provided in its Articles or By-Laws. The Executive agrees to promptly notify the Company of any actual or threatened claim arising out of or as a result of his employment with the Company.
Task: Classify this clause into ONE of these types (exactl... | Label: Indemnifications |
64b13e9b-462b-4422-915a-a5a5f15e7061 | Clause:
This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Members or Managers or on their respective Affiliates. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the Members and Managers of the Company shall, to t... | Label: Duties |
6bc528a7-548d-436b-8509-c6106211aeff | Clause:
Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to... | Label: Notices |
9ff2f0cd-3db9-422e-bc21-2c2235766800 | Clause:
This Section 8 and any pertinent definitions of terms contained elsewhere in this Agreement shall survive any termination or expiration of this Agreement or employment of Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Survival |
4df60e4a-a6c2-4925-8735-1a6d167aa2a9 | Clause:
The finding by an arbitrator or a court of competent jurisdiction of the unenforceability, invalidity o r illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal. Such arbitrator or court shall have the authority to modify or replace... | Label: Severability |
be0f904f-fd13-4d17-a3dc-2ad6a362adf9 | Clause:
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the ... | Label: Adjustments |
738823b8-2903-44b3-9142-e24dcb61dffd | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of New York without the application of any choice of laws provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Governing Laws |
d011139c-2914-49b9-83b6-cd69662cc1b6 | Clause:
For purposes of this Section 2.09 , the term “applicable law” includes FATCA.
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 |
10539323-8e68-4b4b-acaa-c0d46872ca47 | Clause:
Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Amendment mutatis mutandis .
Task: Classify th... | Label: Defined Terms |
9e2c8998-61f6-4cab-ad83-04711f3613eb | Clause:
Schedule 3.13 contains a list of all material policies of fire, liability, workers’ compensation, property, casualty and other forms of insurance owned or held by the Company as of the date of this Agreement (the “ Policies ”). All of the Policies are, as of the date of this Agreement, in full force and effect,... | Label: Insurances |
a6ce32fc-578d-4058-8d11-cd6e02754659 | Clause:
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Employee , mailed notices shall be addr... | Label: General |
e1b4b96c-d829-4a59-a9fc-0b3d9f7a5a47 | Clause:
EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, ANY DOCUMENT EXECUTED BY THE SELLER PARTIES PURSUANT TO THE AGREEMENT ... | Label: Waiver Of Jury Trials |
641e073b-bf55-4b5a-9539-02ba85c6050f | Clause:
The term of this Agreement shall commence on the Effective Date and, shall continue unless terminated in accordance with the provisions of Section 7.2.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Terms |
d0d69230-e226-4f68-9f7f-0072bc84b4fa | Clause:
Any provision of this Fourth Amendment or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions he... | Label: Severability |
46a588a7-01df-4555-9a29-4356c2d2fb1c | Clause:
The article and paragraph headings of this Agreement are for convenience only and do not limit or enlarge the scope or meaning of the language hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Headings |
04a11ffe-3560-41b9-9546-d3fe4e475d1d | Clause:
If any provision contained in this Agreement shall be held to be invalid or unenforceable in any respect, then, to the maximum extent permitted by Law, such invalidity or unenforceability shall not affect any other provision of this Agreement. Should any provision of this Agreement be deemed to be too broad in... | Label: Severability |
884f0a94-d47c-4526-8851-2994a97a964a | Clause:
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity... | Label: Severability |
2a7b8128-bb5a-45ec-89a9-68ec9660a288 | Clause:
Subject to the provisions of Section 11.11(a) , each of the Administrative Agent, the U.S. Collateral Agents, the U.S. Loan Parties, the Lenders, the L/C Issuers and each of their Related Persons is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electro... | Label: Authorizations |
db983d0b-2636-4210-aad5-67ac55c0ea42 | Clause:
Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all of the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Missouri, or, to the extent applicable the laws of the United States... | Label: Governing Laws |
62e265f5-b83b-4704-8372-819174aee93c | Clause:
To the extent that any court action is permitted consistent with or to enforce Section 9 of this Agreement, the parties hereby consent to the jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts. Accordingly, with respect... | Label: Consent To Jurisdiction |
8cdf653a-cd1b-435b-bb65-52caa103b84c | Clause:
Receipt by the Agent and the Bookrunner of any fees required to be paid on or before the Second Amendment 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, Assi... | Label: Fees |
fc410cd9-d278-47d5-810f-de1cfb9e2d63 | Clause:
For purposes of this agreement, any statement as to any person acting on behalf of the Company or its Affiliates shall be deemed to not include the Initial Purchasers or any person acting on their behalf.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Interpretations |
fb33d866-a67c-4f73-9459-00066e89de14 | Clause:
No provision of this Agreement is to be interpreted for or against either party because that party or that party’s legal representative or counsel drafted such provision.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Interpretations |
695fbf62-4dfc-4b1d-8555-5c2522094969 | Clause:
This Agreement may be amended by the Parties at any time; provided , however , that after the Sailfish Stockholder Approval, no amendment shall be made which by Law would require the approval of such stockholders, without first obtaining such approval. This Agreement may not be amended except by an instrument i... | Label: Amendments |
7f14e9ea-eb93-4496-bdd3-c047a5b251bf | Clause:
Your employment under this Agreement shall terminate immediately upon your death, and the Company shall have no further obligations under this Agreement, except to pay to your estate (or your beneficiary, as may be appropriate) (a) any Base Salary earned through your date of death, to the extent theretofore unp... | Label: Death |
fdbd47cb-1965-4cdb-9052-399b92cd5d9d | Clause:
The Employment Term and Executive’s employment hereunder may be terminated by the Company or by Executive at any time and for any reason. Upon any termination of Executive’s employment during the Employment Term or any annual non-renewal, the Employment Term shall automatically terminate. Upon termination of Ex... | Label: Terminations |
4e64b987-a84c-494e-a807-03a1f5f7e243 | Clause:
This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of... | Label: Counterparts |
2daff595-8acd-4866-be6b-92d3073124ac | Clause:
This Amendment may be executed in counterparts which together shall constitute but one and the same original. Delivery of an executed counterpart of this Amendment by email with scanned attachment shall be equally as effective as delivery of an original executed counterpart. Any party delivering an executed cou... | Label: Counterparts |
143154c0-260a-4c2a-b764-6751b020b5e9 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The courts of the State... | Label: Venues |
1acf162b-e4e3-47cd-a6ae-84715211d8d0 | Clause:
No waiver or non-action by either party hereto with respect to any breach by the other party of any provision of this Agreement or the LLC Agreement shall be deemed or construed to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself.
Task: Classify this clause into ON... | Label: No Waivers |
135f962f-20e3-4808-aec6-5d8331837b03 | Clause:
Executive will be entitled to paid vacation in accordance with the policies and practices of Company as in effect from time to time with respect to the Company’s senior executives, but in no event will such vacation time be less than four (4) weeks per calendar year.
Task: Classify this clause into ONE of thes... | Label: Vacations |
1493841b-bc05-47ce-a715-d340b8970e17 | Clause:
Executive will remain eligible for COBRA coverage after August 31, 2017 at Executive's sole cost. Executive shall not be eligible for the Company's benefit plans and programs after the Separation Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Benefits |
4003b993-7008-413d-a339-6037ef1504a5 | Clause:
Except as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e ., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and c... | Label: Solvency |
8a8ad33e-ecbf-45bf-834a-a8e8f4d6d470 | Clause:
The indemnifications made pursuant to Article 10 herein shall continue indefinitely in full force and effect and shall survive and shall in no way be impaired by (a) any satisfaction, release or other termination of this Mortgage or any other Loan Document, (b) any assignment or other transfer of all or any por... | Label: Survival |
b48107dd-1847-47d9-b49f-893a9b7c14f9 | Clause:
From time to time prior to, at, and after the Closing, each Party shall execute and deliver all such documents and instruments and take all such actions as the other Party, being advised by counsel, shall reasonably request for the purpose of carrying out and effectuating the intent and purpose of this Agreemen... | Label: Further Assurances |
7f1dfacd-0d8c-4202-a11d-edcc6e74730c | Clause:
In the event that for any reason one or more of the provisions of this Note or their application to any person or circumstance shall be held to be invalid, illegal, or unenforceable in any respect or to any extent, such provision shall nevertheless remain valid, legal, and enforceable in all other respects and ... | Label: Severability |
65715de5-bf7c-4081-bef2-43418b7ee7e3 | Clause:
This Release will be construed and enforced in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law. If any provision of this Release is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however ... | Label: Miscellaneous |
c5068435-168b-402f-aef4-e02a3a07da52 | Clause:
This Agreement and the Loan Documents, together with all of the rights and obligations of the parties hereto, shall be construed, governed and enforced in accordance with the internal laws of the State of New York, including Section 5-1401 of its General Obligations Law.
Task: Classify this clause into ONE of ... | Label: Governing Laws |
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