id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
679ad7b1-a2ef-4db6-bc3f-e30a88cb5d1f | Clause:
The Borrowers and their Subsidiaries have filed all United States federal and state income Tax returns and all other material Tax returns which are required to be filed by them and have paid all United States federal and state income Taxes and all other material Taxes due from the Borrowers and their Subsidiari... | Label: Taxes |
7e3c0890-8246-4d4c-add4-1640ac7d3810 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) . The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares o... | Label: Capitalization |
46b5555f-10e9-470a-ad70-b8a4c3aafd83 | Clause:
The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in Section 5.05, each in form and substance reasonably satisfactory to each of them.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Financial Statements |
ab17ee76-6b2a-4cdd-9b7a-de1462612d63 | Clause:
If (a) any Event of Default described in Section 7.1(f), (g) or (h) shall occur with respect to a Credit Party or Domestic Subsidiary, the Revolving Loan Commitment shall automatically terminate and the outstanding unpaid principal balance of the Loans, the accrued interest thereon and all other obligations of ... | Label: Remedies |
363090a5-8090-4fe7-91c7-e808e821c37a | Clause:
Unless otherwise provided for hereunder, this Note may not be modified or amended, or the provisions hereof waived without the written consent of Borrower and the Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Amendments |
3ed13bab-0fde-48ef-b8b2-f58bb81035a5 | Clause:
The Lender is not required to disburse the Loan until all Loan Documents are duly executed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations... | Label: Closings |
2c85d97a-bb06-43a5-9195-5dc11813080f | Clause:
Except as disclosed in the SEC Documents or as set forth on Schedule 4.9 , there are no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties, nor has the Company rec... | Label: Litigations |
b7280a8c-64f6-4754-a9f5-ee89c2f05101 | Clause:
The Company shall reimburse Executive for all reasonable expenses incurred by him in the discharge of his duties hereunder, including travel expenses, upon the presentation of reasonably itemized statements of such expenses in accordance with the Company’s policies and procedures now in force or as such policie... | Label: Expenses |
3d577284-d935-4ff8-8686-e0f1a9a20f00 | Clause:
Except as expressly provided for herein, this Agreement may not be executed, amended or altered, or any of its provisions waived on behalf of New Holland, except in writing, signed by New Holland’s Director of Network Development or other authorized director in a similar capacity.
Task: Classify this clause in... | Label: Modifications |
bea3de1d-e7af-4629-9892-a8364da4b704 | Clause:
Upon delivery to Agent of an assignment notice in the form of Exhibit B and a processing fee of $3,500 (unless otherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 13.3 . From such effective date, the Eligible Assignee ... | Label: Effective Dates |
a367f8e8-d0b0-482e-8b70-02da56fe38ff | Clause:
The validity, interpretation, construction and performance of the Policy shall in all respects be governed by the laws of the State of Nevada, without reference to principles of conflict of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Governing Laws |
002825fb-3714-44e3-954f-7f0408644bf5 | Clause:
The Premises are leased for a term (the " Initial Term ") to commence on the " Commencement Date " (as such term is defined in Section 3.1.2 hereof) and shall end on the date (the " Expiration Date ") that is the last day of the calendar month during which the day preceding the five (5) year, three (3) month an... | Label: Terms |
d5fa1bef-928b-4f17-a703-ce2a06555425 | Clause:
The issuance by an Issuing Bank of any amendment, supplement or other modification to any Letter of Credit shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through the applicable Iss... | Label: Amendments |
1fabbd3f-6ad9-4203-8de9-25d1bf2e70d5 | Clause:
This Amendment may not be altered, amended or modified in any way except pursuant to an amendment pursuant to Section 6(b) of the Notes. No waiver of any default with respect to any provision, condition or requirement of this Amendment shall be deemed to be a continuing waiver in the future or a waiver of any s... | Label: Modifications |
c7eb5b25-4e11-4ad9-a4fd-7a365d8a447a | Clause:
If any provision of this Agreement or the application of any provision hereof to any person or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this Agreement or the application of said provision to any other person or circumsta... | Label: Severability |
b27e8d10-8f3f-4094-bcbe-4ef93b1c0dd9 | Clause:
From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent or the Collateral Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agre... | Label: Further Assurances |
b6abd3f8-5544-46c0-9022-05e2191bb0a9 | Clause:
A Participant is considered disabled if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii... | Label: Disability |
ea101be8-ed9e-485c-9743-391722a687a0 | Clause:
Tenant covenants and agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees or contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Office Building or th... | Label: Liens |
55cf2bbc-4982-49d6-9d8b-068fc3684e8b | Clause:
The Executive acknowledges that she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon her pursuant to this Section 6. The Executive agrees that each of the restraints contained herein are necessary for the protection of the goodwill, Confiden... | Label: Enforcements |
dddd85b1-f9e3-4167-ad80-d51fd458017a | Clause:
EACH OF THE PARTIES, AND EACH OF THEIR SUCCESSORS AND ASSIGNS, IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OR ANY DELAWARE STATE COURT, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED A... | Label: Consent To Jurisdiction |
e682fb3a-a36e-4dd2-8d8c-cf18807aaa21 | Clause:
This Agreement may be executed by the parties hereto in any number of separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. In this regard, each of the parties hereto acknowledges that a counterpart of this Agreement containing a set of ... | Label: Counterparts |
d4b28620-cc68-4510-a8da-760e0c4b47d2 | Clause:
It does not maintain or contribute to any Plan, nor has it maintained or contributed to any Plan within the preceding five years.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Erisa |
5b14dd50-0db5-4015-9421-da24e06a6a56 | Clause:
The execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conf... | Label: No Conflicts |
5c72f793-bd09-41cc-8945-ca83e1c4d669 | Clause:
The Executive shall be reimbursed on not less than a monthly basis for all reasonable, ordinary and necessary expenses incurred by him in connection with the performance of his duties hereunder or for promoting, pursuing or otherwise furthering the business or interests of the Company (including but not limited... | Label: Expenses |
08b46348-2527-4da0-b191-8085a3afc8a4 | Clause:
From time to time on and after the date hereof, the Buyer, the Members and Belani shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the pr... | Label: Further Assurances |
c62c08db-976a-4618-b75e-e7d36b286605 | Clause:
Any dispute or claim arising out of or in connection with any provision of this Agreement will be finally settled by binding arbitration in Santa Clara County, California, in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arb... | Label: Arbitration |
0bc3d3ed-4a5d-47a7-8cb2-bb354697662a | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without regard to the conflict-of-laws rules thereof or of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Governing Laws |
40de2ac3-c3d9-46ea-9ff0-99bac77d82c1 | Clause:
Except as would be in conflict with any specific provision herein, this Agreement is made under and subject to the provisions of the Plan as in effect on the Grant Date and, except as would conflict with the provisions of this Agreement, all of the provisions of the Plan as in effect on the Grant Date are hereb... | Label: Construction |
8de81cd4-3f59-42ff-a893-1c55d25adef3 | Clause:
The term of the Executive’s service hereunder shall commence as of February 1, 2005 (the “Effective Date”) and shall remain in effect through February 1, 2019, or until such earlier time at which the Executive ceases to serve as Chairman Emeritus and Advisor to the Chief Executive Officer (the “Term”).
Task: C... | Label: Terms |
01f7ec70-5980-4db4-b622-6c86841546a5 | Clause:
Either you or the Company may terminate your employment in the event of your Disability (provided that no termination of your employment hereunder for Disability shall be effective unless the party terminating your employment first gives at least five (5) days’ written notice of such termination to the other pa... | Label: Disability |
fcb7774e-f59a-4007-ae8d-b78fed55ff34 | Clause:
This Agreement shall be governed by the laws of the State of Wisconsin.
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, Benef... | Label: Applicable Laws |
da20efd0-7d61-47ad-a724-aa898cc5507b | Clause:
The foregoing notwithstanding and notwithstanding any contrary provision of the Plan, in the event a Change in Control occurs while Participant remains a service provider of the Company or a parent or subsidiary of the Company, the Shares of Restricted Stock (or, if applicable, the qualifying Replacement Award ... | Label: Change In Control |
ad2553e2-f9e5-4abc-8e48-fd56db23ff89 | Clause:
The representations, warranties and covenants contained in this Agreement and the Closing Documents shall survive for 270 days after the Closing Date, unless a longer or shorter survival period is expressly provided for in this Agreement, and provided that prior to the date that is 270 days after the Closing Da... | Label: Survival |
d38ba5e0-272e-494c-9e38-9f130e9be738 | Clause:
Use the proceeds of the facility created by this Agreement solely for the following purposes: (i) on the Closing Date, the repayment in full of all loans or reimbursement obligations under the Existing Credit Facility; and (ii) on and after the Closing Date, general corporate purposes, including, without limita... | Label: Use Of Proceeds |
ac850084-bc74-488c-adfe-6f5d20407e6c | Clause:
This Agreement including all issues and questions concerning its application, construction, validity, interpretation and enforcement, shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles (other than Section 5-1401 of the General Ob... | Label: Governing Laws |
a354c942-a494-4808-b17e-fb7a9cbce848 | Clause:
Any Purchaser may sell to one or more Persons (each a “ Participant ”) participating interests in the interests of such Purchaser hereunder; provided , however , that no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement ... | Label: Participations |
024e80a2-8194-45c3-9ac9-f9d4184c126f | Clause:
The Administrative Agent having received the executed counterparts of (i) this Amendment executed by the Borrower, Holdings, the Administrative Agent, Lenders constituting Required Lenders and each Term B-4 Lender, (ii) the Affirmation Agreement, substantially in the form of Exhibit D hereto, dated as of the Am... | Label: Counterparts |
4683c16c-296c-4391-8781-d6ef129e58de | Clause:
Any benefits paid in accordance with the procedures provided in this Article 17 shall be made consistent with the rules of Section 409A of the Code.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Payments |
36ec7ea4-c0b6-4eb0-a32c-019d00d1f775 | Clause:
Subject to Section 8 and Section 9 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, aga... | Label: Indemnifications |
0bb5ce0b-bc74-48dd-b0c8-c2fd1ec47d9a | Clause:
The Company shall remain obligated under this Guarantee notwithstanding that, without any reservation of rights against the Company and without notice to or further assent by the Company, any demand for payment of any of the Subsidiary Obligations made by the Administrative Agent or any Lender may be rescinded ... | Label: Amendments |
2c98b447-a0a7-4a90-bc8e-c40017c9eb94 | Clause:
The execution and delivery by Purchaser of this Agreement and the other Transaction Documents to which Purchaser is a party do not, and the performance by Purchaser of Purchaser's obligations hereunder and thereunder will not, (i) violate any Applicable Law, (ii) conflict with or cause a breach of any provision... | Label: No Conflicts |
7136c8bd-0307-4507-8fff-daa781adfbd4 | Clause:
The Parties shall with reasonable diligence do all things and provide all reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desir... | Label: Further Assurances |
9e725b82-67d1-4ec7-b381-ac6649bdf024 | Clause:
Subject to Section 8.16 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an ... | Label: Specific Performance |
7bf264d9-e11e-426d-bf0e-0143589854c9 | Clause:
This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Counterparts |
99740b67-d6fd-4a03-8d8d-13500f45f45d | Clause:
Except for the Non-Compete Agreement noted above, this Agreement constitutes the entire and final agreement between Plaintiff and HealthWarehouse.com and supersedes all previous agreements between Plaintiff and HealthWarehouse.com. This Agreement may only be modified by a writing signed by an authorized repres... | Label: Modifications |
b36a604b-a7d2-4dc0-8ff4-b4753cd8eab6 | Clause:
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretatio... | Label: Construction |
e01b50bc-1186-4215-9c3b-1c6525b63871 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED EXCLUSIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Subject to Sections 6.2 and 6.7 above and the parties’ obligations under Section 7.2, Executive and the Company each hereby expressly consents to... | Label: Governing Laws |
91be8157-b0ff-424c-9bbe-f055141bf060 | Clause:
Each party hereto hereby acknowledges that the benefits to the other party of the performance by such party of its obligations under this Agreement are unique and that the other party hereto is willing to enter into this Agreement only in reliance that such party will perform such obligations, and agrees that m... | Label: Specific Performance |
f7f3b12b-a6da-4a8e-87fd-40012c50f2b4 | Clause:
The Parties shall not take any action nor fail to take any action prior to the Closing Date that would result in a breach of any of its warranties under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Warranties |
d455ba75-4d8a-49c7-97fd-31ebfa2c32d2 | Clause:
The Company is entitled to withhold and deduct from any amounts due from the Company to a Participating Director, all legally required amounts necessary to satisfy any federal, state, or local withholding and employment-related taxes arising directly or indirectly in connection with the Plan or any Election Agr... | Label: Withholdings |
0ff4ab0f-1792-426f-9bab-13488cb9225a | Clause:
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all other negotiations, representations, warranties, agreements and understandings, oral or otherwise, between the parties with respect to the matters contained herein.
Task: Classify this claus... | Label: Entire Agreements |
cc926435-af47-43e7-80e9-666bf2e898f2 | Clause:
Any provision in 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 or affecting the validity or enforceability of such provisions in any... | Label: Severability |
3d698317-0d1d-4b8b-8879-a679a2081a40 | Clause:
Borrower has heretofore furnished to the Lenders certain financial statements as provided for in Section 8.01 . Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Borrower and its Subsidiaries as of such dates and for such peri... | Label: Financial Statements |
6cac734f-d0f9-4bb9-9b37-6419214502eb | Clause:
There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary, or any of their Properties (a) not fully covered by insurance (except for normal ... | Label: Litigations |
f6426f65-9abf-4caa-ac67-e2cd1018c2fb | Clause:
Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and ... | Label: Expenses |
7d4bdcb2-4f07-4016-85fc-65f74d64f967 | Clause:
Each and every right granted to the Securities Intermediary hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of the Securities Intermediary to exercise, and no d... | Label: No Waivers |
e9a976a4-7de2-456d-808a-1d21090dc3ae | Clause:
THIS THIRD AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Governing Laws |
0998216e-c6dd-400f-998c-d185e645faba | Clause:
This Agreement shall commence as of the Effective Date and, unless sooner terminated in accordance with the terms hereof or by mutual written consent, shall expire on a country-by-country basis and Licensed Product-by-Licensed Product basis, upon the expiration of the Royalty Term with respect to a given Licens... | Label: Terms |
e6f700d2-9eeb-4648-b1c3-32f28b1b1475 | Clause:
All covenants, agreements, representations and warranties made in this Agreement shall, except to the extent otherwise provided herein, survive the execution and delivery of this Agreement, and shall continue in full force and effect so long as any Senior Debt remains unpaid.
Task: Classify this clause into ON... | Label: Survival |
9f51e0d2-ce46-4a20-99c0-ca04da1e75a3 | Clause:
Patriot and the Bank have filed all foreign and federal, and all material state and local Tax Returns and other reports, each is required by law to file and has paid all Taxes, assessments, fees and other governmental charges that are due and payable (except those which are being properly contested in good fait... | Label: Taxes |
8ca1d13a-9fef-4e36-8d85-4803f0e99d46 | Clause:
This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes all prior agreements and understandings, whether oral or written, with respect to the same. No modification, alteration, amendment or revision of or supplement to this Agreement shall... | Label: Entire Agreements |
80979d65-7fff-4485-9147-7e17be39f710 | 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 relevant Issuing Bank or the Revolving Lenders, the relevant Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquire... | Label: Participations |
d68078be-122f-4dd7-bff8-a200ea8c9b8c | Clause:
During the Term, the Executive shall serve as the President of the Company with duties, responsibilities and authority commensurate therewith and shall report to the Chief Executive Officer (the “ CEO ”) of the Company. The Executive shall perform all duties and accept all responsibilities incident to such posi... | Label: Duties |
3065cadf-5afa-48f2-8a64-9e978161c616 | Clause:
Neither this Agreement nor any right, interest or obligation hereunder shall be assigned by any of the Parties hereto without the prior written consent of the other Parties. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.... | Label: Assignments |
a1b8338a-e020-4e91-863f-3d64d84971e9 | Clause:
Interest accrued on each Base Rate Advance and each Swing Line Loan shall be payable in arrears on each Payment Date, commencing with the first such Payment Date to occur after the date hereof and at maturity. Interest accrued on each Eurodollar Advance shall be payable on the last day of its applicable Intere... | Label: Interests |
b4ac872a-56eb-4b03-8c07-bc87c1e4b387 | Clause:
Notwithstanding anything to the contrary in the Award Agreement or the Plan, the Participant will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001... | Label: Compliance With Laws |
b60c6557-c0f1-4357-a20e-da7a7884ae72 | Clause:
In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is, or is to be, thereby aggrieved will have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement,... | Label: Specific Performance |
fe078eac-d757-4561-b2d0-4ad37c95c5d8 | Clause:
Each Party represents that it is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization, duly qualified to do business in each jurisdiction which is relevant under this Agreement and has full power and authority to enter into and perform its obligations under... | Label: Representations |
fa14815f-4921-4a5d-a1c3-26971310eef8 | Clause:
As of the date hereof, the authorized common stock of the Company consists of 1,750,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 3,682,762 shares are issued and outstanding; and 403,677 shares shall be reserved for issuance upon conversion of the Note immediately upon an incre... | Label: Capitalization |
9028129a-1ce6-47fc-85f8-1074e93b0f18 | Clause:
If a Grantee’s Termination of Service occurs as a result of death, prior to the expiration date fixed for his or her Option, or if the Grantee dies following his or her Termination of Service but prior to the expiration of the period determined under subsections (f) or (g) above (including any extension of such... | Label: Death |
fbdfbd40-f087-4e46-8d09-bc88d3802016 | Clause:
Nothing in this Letter Agreement, in the Existing Agreement or in the Release shall limit or impair Executive’s rights to indemnification or advancement under the Charter, By-Laws or directors and officers insurance policy(ies) of CES, CEOC or any affiliates thereof, as in effect or maintained from time to time... | Label: Indemnifications |
674b6349-9ec5-423a-80a4-f62b1e04ec9e | Clause:
Such Credit 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. This Agreement and the Other Documents to which any Credit Party is a party have been duly executed and delivered by the Credi... | Label: Authority |
3d07a5ee-50bc-4cf5-b83b-d1df64330aeb | Clause:
The Party or its Affiliate responsible under applicable Law for filing a Post-Distribution Income Tax Return or a Non-Income Tax Return (in each case required to be filed after the Distribution Date) shall prepare and file or cause to be prepared and filed that Tax Return (at that Party’s own cost and expense).... | Label: General |
bf6d3fd4-502c-4447-aba7-35f8953cc94d | Clause:
No agreement shall be entered into which effectively replaces (or has the equivalent effect of replacing) any Material Contract or the terms thereof except if such agreement provides for the same terms as such Material Contract (subject only to amendments, changes, supplements or other modification, including t... | Label: Further Assurances |
4198bec5-802a-40cf-bedb-79dbcfab7ffd | Clause:
You will pay our reasonable, service-related and out-of-pocket travel expenses.
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 Salar... | Label: Expenses |
0a8110d0-eb7d-4665-b829-49042ae75de5 | Clause:
This Guarantee may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery by telecopier or other electronic transmission (including a .pdf e-mail transmission) of an executed count... | Label: Counterparts |
29ea2290-3158-489a-b4e3-c545a962111f | Clause:
During the Employment Period, Executive shall be eligible for participation in the health, welfare, retirement, insurance, fringe, perquisites and other benefit plans, practices, policies and programs, as may be in effect from time to time, for senior officers of the Company generally.
Task: Classify this clau... | Label: Benefits |
ce672c5b-10a0-4217-8e3c-05179b04b95e | Clause:
All of the direct and indirect subsidiaries of the Company (the “ Subsidiaries ”) are set forth in the Incorporated Documents. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any liens, charges, security interests, encumbrances, ... | Label: Subsidiaries |
437fd489-b0d9-4331-933f-4f7d84a5d12f | Clause:
The Employee represents that the Employee has full power and authority to enter into this Separation Agreement, and further represents that entering into this Separation Agreement will not result in a conflict of interest with a party to any pending litigation relating to or against the Company, with attorneys ... | Label: Authority |
946d30c4-a717-4b5d-b2f7-6cbe8a6711bf | Clause:
Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investor without the prior consent of the Company (in the case of a release or announcement by the Investor) or the Investor (in the case of a release or announcemen... | Label: Publicity |
0a72b869-19a4-405d-ad9d-ab4cbf6a0d2a | Clause:
The Closing of the sale and purchase of the Units under this Agreement (the “ Closing ”) shall take place remotely at 10:00 a.m. on the date hereof by the exchange of documents and signatures, or at such other time or place as the Company and the Purchasers purchasing a majority of the Units to be sold at the C... | Label: Closings |
8dc4b919-a05e-4b45-9a7e-ffdf8e6649fb | Clause:
To the extent required by the laws in effect at the time any payment is made, the Plan shall withhold from any payment made hereunder any taxes required to be withheld for federal, state or local government purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Withholdings |
15705bb8-5f49-446c-adf5-65abd515b7b6 | Clause:
The Company may secure, in its own name, or otherwise, and at its own expense, life, health, accident and other insurance covering Executive or Executive and others. Executive agrees to assist the Company in procuring such insurance by submitting to the usual and customary medical and other examinations and by ... | Label: Insurances |
f835eb0c-094f-43cb-ae74-da761454074a | Clause:
Eligible Executive acknowledges and agrees that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, specifications, designs, analyses, drawings, reports, patents and patent applications, processes, programs, systems, software, firm ware, materials, plans, sketches, mo... | Label: Intellectual Property |
69929df1-2a62-4565-b2c7-390b55f7eb47 | Clause:
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
Task: Classify this clause into ONE of these types (exact... | Label: Governing Laws |
594764b0-7a1a-4bb0-9526-f42e616c4da1 | Clause:
(a) Each Borrower will, and will cause each Material Subsidiary to, maintain, with financially sound and reputable insurance companies, (i) insurance in such amounts (with no greater risk retention) and against such risks as is (A) customarily maintained by companies of established repute engaged in the same or... | Label: Insurances |
038c4606-0b03-44c1-a5f6-3084bf611d13 | Clause:
Each Loan Party and its Subsidiaries (excluding the Excluded Subsidiary) have good and marketable title to, or a valid license or (to the knowledge of any Loan Party) right to use, all patents, patent rights, trademarks, servicemarks, trade names, copyrights, technology, software, know-how database rights, righ... | Label: Intellectual Property |
f6a68f1b-8cae-4936-89c7-18ca8bbbd608 | Clause:
This Side Letter Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Governing Laws |
0dd9268c-0ef0-4acd-b163-92805e59e7cc | Clause:
Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts payable to the Administrative Agent or the Lenders under this Agreement (or any of them) shall be made not later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the date specified fo... | Label: Payments |
1d3deb04-a7ce-4096-baa8-9755e5925f01 | Clause:
This Agreement and any rights pursuant hereto shall not be assignable to an unaffiliated party by either Party hereto, except as set forth herein or by operation of law, subject to whatever regulatory filings or approvals may be applicable. Except as and to the extent specifically provided in this Agreement, no... | Label: Assignments |
e319d1ec-37cb-4335-91e3-d3cfcce200b9 | Clause:
All notices, requests, consents, claims, demands, waivers and other communications hereunder or under the Registration Rights Addendum shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a n... | Label: Notices |
cbb7ee95-398a-4202-b536-343fe6c8c477 | Clause:
There is no litigation, investigation or proceeding pending or, to any Obligor’s Knowledge, threatened in writing with respect to Borrower and its Subsidiaries by or before any Governmental Authority or arbitrator (i) that either individually or in the aggregate could reasonably be expected to have a Material A... | Label: Litigations |
d54f0217-161b-43ae-9196-8615dc3f48f7 | Clause:
This Agreement and such other agreements related to this transaction executed simultaneously herewith set forth the entire agreement and understanding of the parties in respect of the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings of the parties relating to... | Label: Entire Agreements |
059ba441-28a5-4665-ad8c-1dc68efaa892 | Clause:
The parties to each assignment shall execute and deliver to the Borrower an Assignment and Assumption. The assignee, if it shall not be a Lender or an Affiliate of a Lender, shall deliver to the Borrower an Administrative Questionnaire.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Assignments |
ec5e2420-2294-4b3a-9e47-4dcf074eda07 | Clause:
THIS NOTE 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 WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE BORROWER OR THE LENDER ARISING OUT... | Label: Venues |
13fa9e15-179b-42a1-91c8-855b31b68476 | Clause:
Each party represents and warrants that it has due power and lawful authority to execute and deliver this Amendment and to perform its obligations hereunder; and the Sublease and this Amendment are the valid, binding and enforceable obligations of such party.
Task: Classify this clause into ONE of these types ... | Label: Authority |
18947e03-c092-4005-b750-cd69840fcf57 | Clause:
Laws (a) None of the Loan Parties or Subsidiaries is in violation of any applicable Sanctions Laws, engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any applicable Sanctions Laws.
... | Label: Sanctions |
25d6d2df-56f9-4be9-a54a-7914614ebc15 | Clause:
The Company shall withhold all applicable taxes from any Actual Award, including any federal, state and local taxes (including the Participant’s FICA obligation).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Tax Withholdings |
30b61c6c-a505-4938-b2a0-07baed3089a0 | Clause:
Seller has good, marketable and indefeasible title to the Property (as applicable), subject to the Permitted Exceptions. There are no outstanding rights of first refusal, rights of first offer, rights of reverter, purchase options or other similar rights or options relating to the Property or any interest there... | Label: Titles |
58c685cc-97b8-48a4-a5e5-ccca7b366308 | Clause:
Seller and Buyer expressly acknowledge and represent and warrant as of the Effective Date that other than Seller’s Broker, no party has acted as the broker with respect to the Transaction and with respect to this Agreement. Seller agrees to hold Buyer harmless and indemnify Buyer from and against any and all Li... | Label: Brokers |
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