id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
92a21b50-2eb0-4b01-87c3-c3d29bcc8571 | Clause:
To the extent allowable pursuant to Applicable Law and the Company’s charter and bylaws, each member of the Board and any officer or other employee to whom authority to administer any component of the Plan is delegated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expe... | Label: Indemnifications |
9de7af76-324e-41b3-9695-09e9c10bb844 | Clause:
Administrative Agent shall have received a warehouse lender’s release or other document acceptable Administrative Agent in its sole discretion evidencing the release and conveyance of the loan to Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Releases |
5ada1560-855b-4075-a297-e96bab245ab0 | Clause:
The Participant shall make appropriate arrangements with the Bank for satisfaction of any federal, state or local income tax withholding requirements, Social Security and other employee tax or other requirements applicable to the granting, crediting, vesting or payment of benefits under the Plan. There shall be... | Label: Withholdings |
ad3d1240-2683-4355-b53b-ca1783c16de2 | Clause:
All terms used in this Agreement which are defined in Article 9 of the Uniform Commercial Code (the “Code”) currently in effect in the State of New York and which are not otherwise defined herein shall have the same meanings herein as set forth therein.
Task: Classify this clause into ONE of these types (exact... | Label: Definitions |
763e67a3-958e-44a6-8767-67ab56baeb2a | Clause:
Subject to the other terms and conditions of this Agreement, the Lender hereby agrees that RCI Germany shall be permitted to consummate the Acquisition notwithstanding the definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement; provided , that , the Acquisition complies with all requireme... | Label: Consents |
d243afc5-43d2-47d9-a67a-2a2d5ef2ea46 | Clause:
This Note is one of a number of similar notes (the “ Other Notes ”) being issued and delivered by the Borrower to certain note holders (together with Lender, the “ Note Holders ”) pursuant to a debt financing of up to $250,000.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Terms |
fc36e53d-c4e2-4bd9-99c7-824506ca4d51 | Clause:
The Committee shall establish, in respect of each Award when granted, the effect of a Termination on the rights and benefits thereunder and in so doing may, but need not, make distinctions based upon the cause of termination (such as retirement, death, disability or other factors) or which party effected the te... | Label: Change In Control |
6cfac605-4165-425f-977e-2233a3de02bd | Clause:
No Borrower shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with applicable law, including the Fair Labor Standards Act of 1938 (the “ FLSA ”). No Borrower shall sell any Inventory on consignment or approval or an... | Label: Sales |
60aa9eb5-a6e8-4e62-ac1b-c6b051926eac | Clause:
The Executive will be paid a base salary at the initial rate of $225,000.00 per year (the “ Base Salary ”). Base Salary shall be subject to annual review for additional increase, but not decrease, in the sole discretion of the Board. The Base Salary will be payable in equal periodic installments in accordance w... | Label: Base Salary |
aeb5794a-79b2-453a-b73b-0f2b3d9c7d15 | Clause:
The Company agrees to reimburse the Guarantors on demand for all documented fees and expenses, costs, and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) for the preparation, amendment, negotiation, administration, defense, collection and enforcement of this Agreement and the Guaranti... | Label: Expenses |
d96bacb0-bf3c-42df-b61e-401724f0f0db | Clause:
Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the First Amended Credit Agreement, (ii) it satisfies the requiremen... | Label: Representations |
3991502e-b10f-448f-a510-96e231459675 | Clause:
ESSI shall be solely responsible for all liability arising out of production, distribution and sale of its product(s). ESSI hereby agrees to indemnify, defend and hold harmless Talent, his agents, representatives and employees (referred to collectively as "Talent Indemnities") from and against any and all clai... | Label: Indemnity |
861fc11e-ed8a-4a24-82e1-ac00a2e56938 | Clause:
(a) Authority of the Representative. Any action by the Representative or Underwriters hereunder may be taken by Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of the Underwriters, and any such action taken by Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be binding upon the Underwriters... | Label: Miscellaneous |
f865e690-b541-4316-b7c3-5b8209f85584 | Clause:
The parties acknowledge and agree that: the form and timing of the Retirement Agreement Payments and the other payments and benefits to be provided pursuant to this Retirement Agreement are intended to be exempt from or to comply with the requirements of Section 409A, including the requirement for a six-month s... | Label: Taxes |
a52708f8-5f62-463b-96df-4738f638f6c2 | Clause:
At the request of the Company, Employee agrees to cooperate with the Company’s reasonable requests for assistance removing Employee’s name from corporate boards, other corporate documents, bank accounts and the like, including, but not limited to, signing documents and taking other action as requested by the Co... | Label: Cooperation |
0871499a-5a93-48e1-a81b-e41d3ee70f35 | Clause:
The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injuction or injunctions to pre... | Label: Consent To Jurisdiction |
db44659e-758e-4357-8547-1552b4cb0c05 | Clause:
All deferrals and payments provided for hereunder shall be subject to applicable withholding and other deductions as shall be required of the Employer under any applicable local, state or federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Withholdings |
bd7a5081-d147-45e6-a4fa-bf6164c7730d | Clause:
This Fourth Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures shall be binding.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Counterparts |
daeff5b5-665d-4c53-9b6f-b8d592c13dd8 | Clause:
Except as otherwise provided for herein, the parties hereto shall pay their own costs and expenses in connection herewith.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Expenses |
de01e6b9-152f-48b4-b086-009e3dbc7d27 | Clause:
The Committee shall have the authority, at or before the time of grant of any Award, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything in the Plan to the contrary, if the Company determi... | Label: General |
30c64235-8f01-4c82-945d-2e69003c5007 | Clause:
Except as provided in Section 10.02 with respect to this Agreement or Section 2.01 with respect to the Certificate of Limited Partnership, the Certificate of Limited Partnership and this Agreement may not be amended except with (and any such amendment shall be authorized upon obtaining) the approval of each of ... | Label: Amendments |
43742907-8032-4577-8285-7feecd4b0b5f | Clause:
Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in dollars to the Borrower from time to time during the Availability Period; provided that the aggregate Swingline Exposure (after giving effect to any requested Swingline Loan) shall not exceed the least o... | Label: General |
85a3de45-6a57-4645-b61b-f32bc610176b | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
81dfa3da-5ee4-474c-a5e5-1be44e7338d6 | Clause:
This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and thereof, and supersedes all other discussions, promises, representations, warranties, agreements and understandings between the parties with respect thereto. This Agreement may not be modified, alter... | Label: Entire Agreements |
95356344-edc6-4afe-9fb7-0ed15a999ed4 | Clause:
Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be: delivered in person, sent by first class registered mail, or air mail, as appropriate, or sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address... | Label: Notices |
73a4b279-30cf-4d0b-aa74-94734b1223ec | Clause:
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or other provision of this Agreement, or the application thereof to any person or entity or any circumsta... | Label: Severability |
0e84ca6a-07c9-4ad7-b6a0-6c2181fc9233 | Clause:
Set forth on Schedule 5.20(b) as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15, is a list of all registered or issued Intellectual Property (including all applications for registration and issuance) owned by each of the U.S. ... | Label: Intellectual Property |
7f9b5ebb-ee1b-4ac2-b5c4-232fb47d9fdf | Clause:
The Borrower shall have (a) applied, concurrently with the making of the Additional Term A-3 Facility Loans, the proceeds of the Term A-3 Facility Loans to prepay existing Term A Facility Loans in an aggregate principal amount equal to the aggregate principal amount of the Term A-3 Facility Loans in accordance ... | Label: Use Of Proceeds |
90d2a57b-2f61-4532-8396-999691c19214 | Clause:
The term of this Warrant shall commence on *Date* and shall expire at 5:00 p.m., Central Time, on *WarExpDate* (such period being the “ Term ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Terms |
b7d7b544-ca2f-4581-b42f-7eade3383c8c | Clause:
The Employee acknowledges that in the course of the Employee's employment with ARA the Employee has become familiar with trade secrets and other confidential information concerning ARA and its subsidiaries, that the Employee's services were of special, unique and extraordinary value to ARA and its affiliates, a... | Label: General |
f7cdc8e7-9a66-4b8e-a5c2-af29a2a7e3b6 | Clause:
Participant must satisfy all federal, state and local tax withholding obligations relating to the settlement of the Award. The Participant may, by written notice to the Company which complies with any applicable timing restrictions imposed pursuant to Rule 16b-3 under the Exchange Act, elect to have withholding... | Label: Tax Withholdings |
97227ef0-ca47-444f-ba88-a248067b83e9 | Clause:
Once this Agreement takes effect, it may not be cancelled or changed, unless done so in a document signed by both Mr. Vice and an authorized Company representative.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Modifications |
eb8c5653-50b7-46cc-8159-195b36078e55 | Clause:
The Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordanc... | Label: Authority |
23fd7fa7-9aed-47e3-a3ab-fbbe7e15ea65 | Clause:
Executive acknowledges that in the course of his employment by the Company, Executive will receive and or be in possession of confidential information of the Company and its affiliates, including, but not limited to, information relating to their financial affairs, business methods, strategic plans, marketing p... | Label: Confidentiality |
1fda9cc2-b24e-4c8b-9052-918b02f99978 | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including... | Label: Transactions With Affiliates |
5b195eb1-c39e-42fc-ac24-6953625f06cb | Clause:
All payments under the terms of this Agreement shall be subject to, and reduced by, the amount of all federal, state and local income, employment and other taxes required to be withheld by the Company in connection with such payments.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Tax Withholdings |
c0191da2-7bd8-4d7d-953c-e00f15f37025 | Clause:
Each Lender agrees to hold all non-public information obtained pursuant to the requirements of this Agreement in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices; provided , that nothing herein shall prevent any ... | Label: Confidentiality |
fab17add-9014-42de-a179-4c31e1bc64c7 | Clause:
The Company may amend the Plan at any time and for any reason, provided that any such amendment shall not adversely affect the rights to which a Participant is entitled as of the date of any such amendment or restatement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Amendments |
560d65ee-71f2-47bc-aba0-45b9e0f2d3d7 | Clause:
If any term, provision, covenant or condition of this Agreement shall be or become illegal, null, void or against public policy, or shall be held by an arbitrator to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect and shall not ... | Label: Severability |
e72003b8-b28b-46b1-a930-70552027315b | Clause:
(a) Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier or email communication) and mailed, telecopied or delivered, if to the Borrower, at the address specified opposite its signature below; if to any Lender, at it... | Label: Notices |
7ecfdea8-fee6-490d-b2a6-ba09c99ceef6 | Clause:
The obligations of any Holder and of the Company with respect to such Holder, other than those obligations contained in Section 10 , shall terminate as soon as both (i) such Holder no longer holds any Registrable Securities and (ii) such Holder is no longer an Affiliate of the Company or otherwise subject to th... | Label: Terminations |
e44b4dbd-1bc8-43e4-9a85-a0824f3de43e | Clause:
Capitalized terms that are used but are not otherwise defined in this Agreement have the meanings assigned to them in the Sale and Servicing Agreement, dated as of January 11, 2017, by and among the Issuer, the Seller, the Servicer and The Bank of New York Mellon, a New York banking corporation, as Trust Collat... | Label: Definitions |
b6e9c915-abaa-436a-a016-d9711254b18e | Clause:
To the extent required by any applicable law, Agent may withhold from any payment to any Lender under a Loan Document an amount equal to any applicable withholding tax. If (i) the IRS or any other Governmental Authority asserts a claim that Agent did not properly withhold tax from amounts paid to or for the acc... | Label: Tax Withholdings |
d3605435-2d6f-4666-ab30-bbd9dd20a083 | Clause:
This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision. This Ag... | Label: Miscellaneous |
21f94409-bc50-4a3c-a0f8-f0d7052f6053 | Clause:
The Loan Parties, together with their respective Restricted Subsidiaries, on a consolidated basis are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Solvency |
82d6b1d1-3382-4e4f-a1a9-871fc7d4ad3f | Clause:
If an Account of any Borrower includes a charge for any Taxes, Administrative Agent is authorized, during the continuance of an Event of Default, in its discretion, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided , however , th... | Label: Taxes |
02bad017-76fc-448a-a2f9-e608283af9f3 | Clause:
Except as set out in Section 8(g) , this Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements between the parties relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exac... | Label: Entire Agreements |
5f5bd5b8-ac7d-4a32-83f1-0318ad5b700e | Clause:
Notwithstanding anything to the contrary in this Section 8, upon termination of this Agreement, the parties shall continue to perform their respective obligations, and may continue to exercise their respective rights, with respect to Sale Notices, Exchange Notices and Purchase Notices given on or before the dat... | Label: Survival |
debb40f0-84e8-49d6-9d6b-70273a7c2dd9 | Clause:
The Administrative Agent and, if applicable, the relevant Issuing Bank or the Swingline Lender, shall have received notice from the Borrower Representative, which, if in writing, may be in the form of a Borrowing Request.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Notices |
39513248-544a-466e-9f0d-ee7c22454e02 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises required to carry on its business; provided that the foregoing shall no... | Label: Existence |
828a31eb-1c49-4424-ba8e-05b6d6560a51 | Clause:
The representations and warranties of Seller and the Selling Member contained in this Agreement that are qualified as to materiality shall be true and correct, and all other representations and warranties of Seller and the Selling Member contained in this Agreement shall be true and correct except for breaches ... | Label: Representations |
cf328e42-ea7e-4f69-8b80-5ecc1fcc0dda | Clause:
Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, ... | Label: Severability |
4fb497db-3197-46cf-ae1d-25935bf01380 | Clause:
Any capitalized term not defined herein shall have the meaning given to such term in the 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, Authority, Author... | Label: Definitions |
2bc93d74-dfcc-47e2-bd49-1adf8adee699 | Clause:
This Agreement constitutes the entire agreement of the parties and may not be amended except by written instrument executed by Purchaser and Seller. All prior understandings and agreements between the parties are deemed merged herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Entire Agreements |
9bac43b3-d6e6-42f4-b843-fd25d8ec952f | Clause:
Landlord's title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord. Tenant shall not record this Lease or any memorandum of lease.
Task: Classify this clause into ONE of these types (exactl... | Label: Titles |
eee946b9-4865-4462-8db4-8ff293a3e217 | Clause:
Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Holdings, the Parent Borrower and each Restricted Subsidiary (a) have timely filed or caused to be filed all Tax returns and reports required to have been filed and (b) have paid or caused to be paid... | Label: Taxes |
f2a222b9-a481-4c94-9d51-2857c228bec1 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile or any standard form of telecommunication or e-mail shall be deemed for all p... | Label: Counterparts |
7c2f2b81-d650-4e78-ae93-e5e30c561143 | Clause:
All notices, consents, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally or sent via electronic mail, (b) on the first (1st) Business Day following the date of dispatch if sent by a nationally... | Label: Notices |
ae3e72b4-7a01-40bd-8ffa-6e19511e9d55 | Clause:
All costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the preparation, negotiation and due diligence of this Agreement or the other Basic Documents and the transactions contemplated thereby shall be paid by the party incurring such c... | Label: Expenses |
e49ad044-f805-44fd-81d3-3fa3a611b9af | Clause:
Neither the execution by the Administrative Agent or the Lenders of this Tenth Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the Lenders of any Defaults or Events of Default wh... | Label: No Waivers |
a2d71682-e449-45d1-89e3-d91183808a4f | Clause:
This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instruments shall be constru... | Label: Interpretations |
3612373d-9e1f-448f-8345-59a829501627 | Clause:
During the Term, and subject to Section 10 hereof, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in the course of performing her duties and responsibilities under this Agreement, in accordance with the policies, practices and procedures of the Comp... | Label: Expenses |
251f6510-7dc9-406f-8858-5b7ce777dab4 | Clause:
To the extent any amendment to this Agreement is necessary in connection with the Construction Loan Agreement or the Partnership Agreement, the Members agree to make such reasonable modifications to this Agreement as are necessary provided such changes are consistent with the intentions of the Members as reflec... | Label: Amendments |
de91a18c-0bd7-4846-bdad-2531385c7e6f | Clause:
The following provisions survive the expiration or termination of the Employment Period and the Term (including any termination by reason of Executive’s breach of this Agreement): Section 6.5 , Article 8 , and this Article 9 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Survival |
a89fb21e-213c-442b-a4d1-3f37a5c60a9c | Clause:
The initial term of this Agreement shall be described on Exhibit A attached hereto and made part hereof (“Term”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Terms |
6e25b3e4-0e04-41b9-ab9d-dc9d9036f02e | Clause:
The Performance Shares shall vest and be delivered in shares of Common Stock in [ ] equal installments (rounded to the nearest whole share) on [INSERT VESTING DATE(S)], provided that (i) the threshold Performance Criteria established by the Committee with respect to the Performance Shares is achieved... | Label: Vesting |
8a7f3c0d-dd86-412f-87d5-b65c100e0f9b | Clause:
This Agreement contain the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements among the parties, whether written or oral.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Entire Agreements |
996c3ae0-8e29-413b-a199-c52c507a7a92 | Clause:
As of the date hereof, the authorized common stock of the Company consists of 1,000,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 9,252,889 shares are issued and outstanding; and 7,185,791 shares are reserved for issuance upon conversion of the Note. All of such outstanding sha... | Label: Capitalization |
ad5ae00e-2545-447e-9e23-ddf009dcf9aa | Clause:
THE PARTIES HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY CLAIMS ARISING OUT OF THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Waiver Of Jury Trials |
5a4102ea-f4b1-4198-b411-8c0f71cdbdac | Clause:
Each Company, unconditionally and jointly and severally, agrees upon demand to pay to the Administrative Agent and the Lenders the amount of any and all out-of-pocket costs, expenses and disbursements for which reimbursement is customarily obtained, including reasonable fees and expenses of counsel (including t... | Label: Expenses |
0000a832-42f2-4890-83a8-76231760edf6 | Clause:
This Retention Bonus Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Texas, without reference to rules relating to conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Governing Laws |
4448f5a9-fbb6-44da-ad82-f8ca7d491124 | Clause:
This Option Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Option Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is institut... | Label: Governing Laws |
a142f913-3c46-41f1-bb0f-8f1eb93c4d42 | Clause:
This Lease may only be modified by a writing signed by both Landlord and Tenant. All references to this Lease, whether in this Lease or in any other document or instrument, shall be deemed to incorporate all amendments, modifications and renewals of this Lease, made after the date hereof. If Tenant requests L... | Label: Modifications |
41a6b936-74ab-4a53-8195-265fc3f2a71c | Clause:
This Agreement is personal to Executive and shall not be assigned by him without the prior written consent of the Bank. This Agreement will inure to the benefit of and be binding upon the Bank, its affiliates, successors and assigns, including, without limitation, any person, partnership, company, corporation o... | Label: Assignments |
d30a6240-fdcf-4d18-b4cb-0946400b584c | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New... | Label: Governing Laws |
2e8c3562-947e-4466-9d19-8a784e0c3ec1 | Clause:
The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement; provided that the Executive submits proof of s... | Label: Expenses |
de3e6599-5bbd-41fe-bf11-05ad28da3aaf | Clause:
Borrower has disclosed to Agent and the Lenders (a) all agreements, instruments and corporate or other restrictions to which it or any other Loan Party is subject, and (b) all other matters known to it, in each case that, individually or in the aggregate, could reasonably be expected to result in a Material Adv... | Label: Disclosures |
719529be-fc27-4b1e-bb3e-809510333c11 | Clause:
It is not a party to any agreement or instrument, or subject to any restriction in its Governing Documents that materially and adversely affects its business, operations, properties or condition, financial or otherwise, and it is not in default in the performance, observance or fulfillment of any of the obligat... | Label: Agreements |
d34be263-6561-4338-86ea-9b8eaebacb7b | Clause:
SELLER AND BUYER WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT, (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALING OF THE BUYER AND SELLER IN RESPECT OF THIS AGREEMENT OR RELATED TRANSACTIONS, IN EACH CASE WHETHER NOW EXISTI... | Label: Waiver Of Jury Trials |
4ab60e1d-75e4-4a8e-8fe4-eedd194f5917 | Clause:
Each Party represents and warrants to the other Party that (i) as of the Effective Date, all necessary consents, approvals and authorizations of all government authorities and other Persons required to be obtained by it as of the Effective Date in connection with the execution, delivery and performance of this ... | Label: Consents |
3b1c433f-7c99-4b5b-aea1-9cdca7464a65 | Clause:
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate set forth under the caption “ABR Margin” in the definition of such term.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Interests |
8e804838-c0c2-4ae4-a882-ac9e01bd73ea | Clause:
This Amendment may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement. Receipt by telecopy, facsimile or email transmission of any executed signature page to this Amendment shall constitute effective delivery of such signature page.
... | Label: Counterparts |
924a187a-f662-4562-bf37-b1f0cfacb7e6 | Clause:
In consideration of the execution and delivery of this Agreement by the Lender, the Borrower hereby indemnifies, agrees to defend, exonerates and holds the Lender and each of its officers, directors, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all ac... | Label: Indemnifications |
9bf5bc72-cf49-4b8c-b1ca-88e5546e9e5f | Clause:
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurre... | Label: Duties |
f48842ae-7b7d-427b-8e67-801c0aa5d5fc | Clause:
For purposes of this Section 8.4, the term “ Bank ” includes any Fronting Bank and any Swingline Lender and 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, ... | Label: Defined Terms |
fd4be57c-c56b-42d6-be80-17f00081a4c5 | Clause:
No Grantor will create, incur, or suffer to exist any Lien on the Collateral owned by such Grantor except for Liens permitted pursuant to Section 5.02(a) of the Credit Agreement and Section 10.2 of the Note Purchase Agreement, provided , that nothing herein shall be deemed to constitute an agreement to subordi... | Label: Liens |
fe1aa291-f480-4e48-87d3-29b3feb483fa | Clause:
(a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Taxes, except as required by applicable law; provided that, if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, the... | Label: Taxes |
f0e2a97f-db8a-4bfa-8114-0f007be64cd0 | Clause:
Any RSUs (including any Dividend Equivalents credited thereupon) that are not vested upon your Termination of Employment shall, upon such Termination of Employment, terminate and be forfeited in their entirety as of the date of such Termination of Employment.
Task: Classify this clause into ONE of these types ... | Label: Terminations |
1c3482d2-df8d-46fe-8753-f0c1a9fdbe5f | Clause:
Any controversy or claim based on, arising out of or relating to the interpretation and performance of this Agreement or any termination hereof shall be solely and finally settled by arbitration under the rules of the American Arbitration Association, and judgment of the award rendered in the arbitration may be... | Label: Arbitration |
b19596d0-79b5-4695-aecd-541b5bd9b7a2 | Clause:
The Company has not otherwise entered into any arrangement regarding the payment of any brokerage fees, commissions or finder’s fees in connection with the purchase of the Stock that will result in any liability on the part of Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Brokers |
bfe3b5f3-ac1b-4d8c-a7ce-59e56234b7f2 | Clause:
The Executive and the Company agree that any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s employment, inclu... | Label: Arbitration |
0c8d56a3-40a4-4120-b2df-4a8b7885625d | Clause:
Subject to Lender’s right to cease making Loans and other extensions of credit to Borrower at any time on or after the Commitment Termination Date, the Commitment shall become effective on the date of this Agreement (subject to satisfaction of the conditions set forth in Section 3 hereof) and shall expire at th... | Label: Terms |
60683075-30e5-497c-acd1-a5a6edc8cb6d | Clause:
The Term of this Agreement shall start from the Effective Date of this Agreement and expire on the termination date of the Employment Agreement, subject to the Executive’s timely obtaining and maintenance of requisite visa, work permit and/or residence permit (as applicable) under the relevant PRC laws.
Task: ... | Label: Terms |
4452cfc5-1337-4803-a3ab-63c0b66b8f65 | Clause:
This Restricted Stock Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Agreement, the Grant Notice or the Plan to the contrary, if any suit ... | Label: Governing Laws |
8e271f6f-4e10-48c0-8c89-220f3288135c | Clause:
As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument. This Indenture Supplement may be amended only by a Supplemental Indenture en... | Label: Amendments |
42018922-11dc-4758-8b92-d8cf1a91f2b7 | Clause:
Each Party hereto agrees to indemnify and hold the other Party hereto, its directors, officers, agents and employees harmless against any claim based upon circumstances alleged to be inconsistent with such representations and/or warranties contained in this Agreement. Further, the Company shall indemnify and ho... | Label: Indemnifications |
d6cb1821-4622-4284-aa78-23f817f4aacd | Clause:
Subject to the termination provisions of Section 7 below, the term of this Agreement (“Term”) shall commence on the Effective Date and end on December 31, 2020 (“Termination Date”). This Agreement shall automatically be extended for additional one year terms beyond the Termination Date (the “Extended Terminatio... | Label: Terms |
fa8ba840-3dff-4402-86e2-5493309c7653 | Clause:
There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Materia... | Label: Litigations |
280822b3-70cd-4991-97f6-86ffed8e5e99 | Clause:
It is recognized that the Executive in the performance of his duties hereunder may be required to expend sums for travel (e.g., airfare, automobile rental, etc.), entertainment and lodging. During the Employment Term, the Company shall reimburse the Executive for reasonable business expenses incurred by him dur... | Label: Expenses |
a82a9da0-8e61-46d3-96fd-8970a0dbebfc | Clause:
If any provision of this Amendment shall be declared void or unenforceable by any judicial or administrative authority, the validity or enforceability of any other provision and of the entire Amendment shall not be affected.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Severability |
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