id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
c001e0d1-6072-4b1e-96ba-862260428856 | Clause:
The Company is, and at the Closing Date will be, duly organized and validly existing in good standing as a corporation under the laws of its state of formation and with full power and authority to own its property and conduct its business, present and proposed, as described in the Memorandum; the Company has fu... | Label: Organizations |
3fc04130-759a-4199-a714-c7e1a86ca46b | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN P... | Label: Waiver Of Jury Trials |
56cb746c-0890-453b-ab67-34ee96c632b1 | Clause:
Subject to the terms and conditions of this Agreement, each of Element and Celadon shall use its respective commercially reasonable efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect... | Label: Cooperation |
07f03c34-a060-4d34-9aed-eeba8bc70085 | Clause:
It is intended that this Agreement shall comply with the provisions of Section 409A of the Code and the Treasury regulations relating thereto, or an exemption to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall ... | Label: General |
7ccecb6e-dc8f-4a8d-81d1-34abed7f64f2 | Clause:
Article, Section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex and schedule references not attributed to a particular document shall be references to such exhibits, annexes and schedules to this Agreement. All ... | Label: Interpretations |
8c5ed188-4e29-42aa-bdbf-149e89df9fab | Clause:
Executive shall be eligible to participate in employee benefit plans, programs and arrangements of the Company, consistent with the terms thereof and as such plans, programs and arrangements may be amended from time to time. The Executive shall be eligible to participate in all plans or programs that are availa... | Label: Benefits |
aa255ea5-847c-4773-81f9-d372825045db | Clause:
Notwithstanding anything to the contrary contained herein or in any other Credit Document, the authority to enforce rights and remedies hereunder and under the other Credit Documents against the Credit Parties or any of them will be vested exclusively in, and all actions and proceedings in equity or at law in c... | Label: Remedies |
ad7ddb35-062e-4076-8fde-f479467d942f | Clause:
This Agreement may not be modified after the Effective Date except by a written amendment that expressly references this Agreement and that is signed by an authorized officer of each party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Modifications |
4a566846-efed-46d4-9a9c-5ced1ba30447 | Clause:
All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Agent, not later than 3:00 p.m., New York City time, on the date of demand therefor; provided, however, that for any request received after 1:00 p.m., New York City time, such p... | Label: Payments |
447c6a8b-9df8-4472-9973-c8df1c9abf3c | Clause:
Upon satisfaction of the conditions precedent contained in Section 2 below, the Lenders hereby waive the requirement that the Net Cash Proceeds of the German Subsidiary Sale (the “German Subsidiary Sale Proceeds”) be used to prepay the Loans or to be reinvested as provided in Section 2.05(b)(i) of the Credit Ag... | Label: Waivers |
a2b898ce-539e-41a0-b8a4-dd5e273e64fd | Clause:
Each Guarantor agrees that, as between such Guarantor and the Lenders, the obligations of the Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article VIII (and shall be deemed to have become automatically due and payable in the circumstances provided in Article VIII)... | Label: Remedies |
f64c1e46-6871-4cf4-8be4-e45f9de0a98c | Clause:
Subject to the provisions of Sections 5 and 6, the Executive shall be entitled to receive a base salary (the “ Base Salary ”) at a rate of $500,000 per annum, such rate to be effective as of January 1, 2017. Such rate may be adjusted upwards, but not downwards, from time to time by the Board or the Committee, ... | Label: Base Salary |
23657be1-4325-468f-b2a7-e906a7992f8b | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Investor and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incu... | Label: Remedies |
c263265a-d6ba-4b66-b9ff-ed4e44368dc5 | Clause:
PMC shall not use the proceeds of the Notes in contravention of the requirements, if any, of Fannie Mae or Applicable Law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Use Of Proceeds |
1326a003-c362-4498-9cce-8c0c290f1467 | Clause:
The headings preceding the text of Articles and Sections included in this Agreement and the headings to exhibits, schedules or annexes to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given effect in interpreting this Agreement.
Task: Classify this clause into ONE... | Label: Interpretations |
6f740eed-067b-41a8-9504-a9d48eb34da1 | Clause:
Capitalized terms not otherwise defined when first used herein shall have the meanings set forth in the Partnership Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Terms |
9b3e09e5-7e19-4732-869d-a59ea4055cab | Clause:
If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for vested shares of Stock on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representa... | Label: Disability |
f5da3348-ee40-4de2-a0d2-e86c4b003822 | Clause:
This Award Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Award Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment... | Label: Entire Agreements |
bc9b0c98-dc50-461d-b030-cd4d2b8c4a61 | Clause:
Due to the nature of the Services, Service Provider may not issue any press release or other publicity regarding the subject matter of this Agreement, or publicly disclose that it is providing the Services to EIG, without EIG’s prior written consent. Neither party may publicly use the other party’s name, logo o... | Label: Publicity |
f988ed3a-cea5-411a-8135-e71b9e3df24e | Clause:
Aurora agrees to keep all sensitive information pertaining to the Company confidential and not to disclose to third parties such information (to the extent it has not become public without regard to disclosure by Aurora), absent the authorization of the Company. If Aurora receives a subpoena or other court proc... | Label: Confidentiality |
089b5085-2e39-41c8-9578-dc73e88501c4 | Clause:
Unless there shall occur and be continuing any Event of Default, each Grantor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Grantors, such applications for protection of the Intellectual Property Collateral a... | Label: Litigations |
f21e816a-09ed-41a3-85cd-67998ee02769 | Clause:
No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of a party of any right hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any partial exercise of any right, power o... | Label: Waivers |
5ee3457a-70d1-4870-829c-8510ee339d6a | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of... | Label: Counterparts |
4729ea67-cf9e-496f-8502-2fa3c12f97fa | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered by facsimile or in .pdf format shall be deemed effective for all purposes.
Task: Classify this clause into ONE of ... | Label: Counterparts |
3ac9e79a-b70c-42d2-afff-fa6478d320b8 | Clause:
This Letter may be executed in one or more counterparts. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall have the same force and effect as if such signature page were an original thereof.
Task: Classify this clause into ONE o... | Label: Counterparts |
841fc632-8431-4f32-8e5e-f830573fc84b | Clause:
No Borrower will directly or indirectly (a) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt, except for payments made in full compliance with and expressly permitted under the Subordination Agreement, (b) amend or otherwise modify the terms of any Subordinated Debt, except... | Label: Payments |
cd606932-bcfb-42b7-b1f0-ff846591c92f | Clause:
This Agreement shall commence on the Effective Date and shall continue for a term of three (3) years; provided, however, that the term shall automatically extend for additional consecutive one (1)-year periods on each anniversary of the Effective Date unless either party gives written notice of nonrenewal to th... | Label: Terms |
f3a52e6a-6344-4165-a9a4-98e89517995a | Clause:
Each Lender hereby irrevocably appoints and authorizes Agent (including any Third Party Agent) to enter into each of the Financing Documents to which it is a party (other than this Agreement) on its behalf and to take such actions as Agent (or such Third Party Agent) on its behalf and to exercise such powers un... | Label: Authorizations |
01df8c87-b7bb-4208-9460-21e113a4b493 | Clause:
The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. Without limiting the generality of the foregoing, the parties acknowledge and agree that ... | Label: Entire Agreements |
3200e76d-17a8-485a-96b8-a5fc313bf717 | Clause:
All Property Owners maintain Insurance Policies and all material Insurance Policies (i) are in full force and effect and enforceable in accordance with their terms and (ii) have not been subject to any lapse in coverage for any material term. As of the date hereof, the Parties agree that such Insurance Policies... | Label: Insurances |
471ca73e-e17b-4fc0-93d6-eab9fee4c8db | Clause:
The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Counterparts |
978c1252-de63-4925-a262-7d38ea242301 | Clause:
The Banks agree to indemnify the Administrative Agent and the Auction Agent (to the extent not reimbursed under Section 13.3 , but without limiting the obligations of the Borrower under said Section 13.3 ), ratably in accordance with the aggregate principal amount of the Loans made by the Banks (or, if no Loa... | Label: Indemnifications |
d00f7944-b8ae-4394-9149-cd137d63b4cf | Clause:
The term of this Agreement shall commence as of the Effective Date and shall continue until terminated in accordance with this Agreement (“ Term ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Terms |
af570ec8-bb4c-4903-92c3-dcf357f78f56 | Clause:
The representations and warranties of the e-Marine Shareholders and e-Marine contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The e-Marine Shareholders and e-Marine shall have performed a... | Label: Representations |
638d8c72-d1f0-47bb-801a-f80e1914c7b6 | Clause:
Subject to Section 5, the Option shall vest and become exercisable in four substantially equal installments on each of the first four anniversaries of the Date of Grant, in each case, subject to the Participant’s continued employment with the Company or any of its Affiliates on each such vesting date.
Task: Cl... | Label: Vesting |
5ad7143a-b6d8-41bf-a149-7a7120fd09fb | Clause:
During the Term, the Executive’s annual base salary shall be two hundred twenty thousand dollars ($220,000.00) (the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time. Executive shall be considered for performance and market-ba... | Label: Base Salary |
e7c71e5c-1ada-4dce-9708-c17c8f4d63a2 | Clause:
Keep its business insured for risks and in amounts, at customary levels.
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, Bene... | Label: Insurances |
0809afd1-fe90-4bd3-a82f-87eef3ec730c | Clause:
Except as disclosed to the Lender in writing prior to the date hereof, directly or through any ERISA Affiliate , (a) adopt, create, assume or become a party to any Pension Plan, (b) incur any obligation to contribute to any Multiemployer Plan, (c) incur any obligation to provide post-retirement medical or insur... | Label: Erisa |
e6770ad0-b36b-44ea-abe5-8965572f6c73 | Clause:
The Plan is incorporated herein by reference. Capitalized terms not defined herein shall have the meanings specified in the Plan. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreem... | Label: Entire Agreements |
265ff9f4-76a8-41a7-b718-0b09d1c23187 | Clause:
Upon the execution and delivery by Muzzy-Lyon and Fed-Mogul MP of this Agreement and the other agreements contemplated hereby, this Agreement and the other agreements contemplated hereby will constitute the legal, valid, and binding obligations of Muzzy-Lyon and Fed-Mogul MP. Muzzy-Lyon and Fed-Mogul MP each ha... | Label: Authority |
3d52cf14-8b13-4a3a-9255-f61c802fbde8 | Clause:
(a) During the period from and including the Effective Date to and including the date upon which the Total Revolving Credit Commitment is terminated, subject to Section 2.17(e) , the Borrower shall pay to the Administrative Agent for the account of the Banks with Revolving Credit Commitments, ratably in proport... | Label: Fees |
849117ac-e7af-4aa3-b3d8-2ec148f01a86 | Clause:
Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7.3, 7.10 and 7.15, and the other provisions of this Section 7 (to the extent necessary to effectuate the survival of Sections 6, 7.3, 7.10 and 7.15), shall survive termination of this Agreement and any terminati... | Label: Survival |
6bbb0fee-4af3-470b-be5c-681002883863 | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Companies shall be given to them at Extended Stay America, Inc., 11525 N. Community House Road, Suite 10... | Label: Notices |
6654bab5-57bb-422f-8c92-39ae0cf1ef35 | Clause:
Executive is eligible for 25 days of vacation per year plus holidays and floating holidays that are available to Company’s salaried employees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Vacations |
e0a2d3a2-65a5-4a64-af46-f2971799711f | Clause:
The Borrower will not, and will not permit any Subsidiary to, enter into a sale/leaseback, or similar transaction, for any of its Real Property other than PILOT or similar transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Sales |
ec3a955c-36aa-42c9-8830-5e03a0a18166 | Clause:
Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(f) ), such additional terms and conditions, not inconsistent with the provisions of the Plan, as th... | Label: General |
b8246ab2-37e8-4a50-87e2-a0186d5f541d | Clause:
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any rights, benefits or obligations set forth herein may be assigned by any of the parties hereto withou... | Label: Assignments |
deba9e04-f9e2-47d0-8be2-7fe3f7d4d7a7 | Clause:
Consultant will not assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party. This Agreement will bind and inure to the benefit of the respective parties and their permitted successors and assigns.
Task: Classify this clause into ONE of these types ... | Label: Assignments |
a68e25d0-b567-451d-bcf8-d37d849182d9 | Clause:
The number of PSUs provided by the Award, the Date of Grant and the applicable Vesting Period(s) are set forth in the Notice. Subject to the limitations set forth in this Agreement, the Notice and the Plan, the PSU will vest at the end of the applicable Vesting Period(s) provided that all of the following corpo... | Label: Terms |
0b9b43a1-9b3d-4603-949e-f6fed51f9dfa | Clause:
The indemnifications made pursuant to Section 9.3 herein and the representations and warranties, covenants, and other obligations arising under the Environmental Indemnity, shall continue indefinitely in full force and effect and shall survive and shall in no way be impaired by: any satisfaction, release or oth... | Label: Survival |
8837ac10-e7df-4705-8371-2bd09c762d0e | Clause:
WITHOUT LIMITING THE ABOVE, EXCEPT WITH RESPECT TO ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS CONTAINED IN THIS AGREEMENT OR IN THE DEED OR OTHER DOCUMENT DELIVERED BY SELLER AT CLOSING, FROM AND AFTER CLOSING, PURCHASER ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS WAIVES ITS RIG... | Label: Releases |
759ab91d-09fb-4fdf-877a-fc74fb3f82e9 | Clause:
The parties hereto agree that (i) irreparable harm 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, and (ii) money damages or other legal remedies would not be an adequate remedy for any such harm. Each B... | Label: Remedies |
6bc9c82b-ebb9-4985-83c6-64792896d25f | Clause:
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPL... | Label: Governing Laws |
2a1550fc-c823-4512-b0b2-e11d3d5890ff | Clause:
The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the Company... | Label: Insurances |
95e9bed2-6a46-42fc-8f51-4dff3ee7717d | Clause:
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part... | Label: Waivers |
db768835-7144-4509-af08-00d70ed4ceb0 | Clause:
The following terms when used in this Appendix shall have the following meanings, unless a different meaning is plainly required by the context. Capitalized terms in this Appendix which are not defined in this Appendix shall have the meanings set forth in Section I of the Plan.
Task: Classify this clause into ... | Label: Definitions |
785aabf7-c9e7-4a46-8057-1f7c0e970e4b | Clause:
Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Term Loan and after giving effect to the application of the proceeds of each Term Loan, Holdings and its Restricted Subsidiaries, taken as a whole, are solvent as determined by, and d... | Label: Solvency |
301e0177-2527-4dea-b5d2-0fab425204a2 | Clause:
Any question or dispute regarding the administration or interpretation of the Notice, the Plan, this Agreement or, if applicable, any Deferral Election Form pertaining to this Award, will be submitted by Grantee or by the Company to the Administrator. The resolution of the question or dispute by the Administrat... | Label: Interpretations |
e6775c82-2933-4fbc-8991-740c87f2c6af | Clause:
No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or waiver thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege whatsoever hereunder. The... | Label: No Waivers |
41c2bef6-de1d-46f4-b31a-9d40cb7ff8d4 | Clause:
There are no actions, suits, proceedings or investigations pending, or, to the knowledge of such Member or any of its Affiliates, threatened against or affecting such Member or any of its Affiliates or any of their properties, assets or businesses in any court or before or by any governmental department, board,... | Label: Litigations |
21b23a3c-7a64-4ad4-a0dd-7a575897218f | Clause:
(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes .
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 Sa... | Label: Taxes |
a31d740c-990b-4725-9b9f-d1bf6ed4d615 | Clause:
This Agreement and all other Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitu... | Label: Authorizations |
e6f0ddc4-9bcc-4f9c-a97b-79fc3521c8bc | Clause:
The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to ... | Label: No Conflicts |
9a1dee5d-0ca4-4c0a-8dc3-b5a623a62c30 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same document. This Agreement may be executed by portable document format and facsimile signatures.
Task: Classify this clause into ONE of these types (ex... | Label: Counterparts |
1685eb82-08de-4f6e-a2f5-99f9c0d6da38 | Clause:
If Founder is an entity, such Founder has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If Founder is a natural person, such Founder has the requisite capacity and authority to execute and deliver this Agreement and to consummate... | Label: Authorizations |
c5bb71b7-27af-4f81-a8b8-f6e6758aee64 | 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 |
13d3495f-6130-4cbe-befe-9b4faef60149 | Clause:
All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail or... | Label: Notices |
9cf309f1-1a2a-4ad3-ba36-a3de98257a45 | Clause:
No delay or omission by a party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by a party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
... | Label: No Waivers |
8423211d-7c55-4989-9872-6b5ba6f28673 | Clause:
Each Party shall use Commercially Reasonable Efforts to collect, and shall cooperate in the collection of, the amounts described above and shall promptly remit to the other Party any mail or other communications, including any written or email inquiries and payments to which the other Party is entitled under th... | Label: Cooperation |
a653b19c-cb87-4956-8a7e-df65372b68be | Clause:
The rights of the Company set forth in this Section 4 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events desc... | Label: Remedies |
00ee545b-dba2-4cfd-ac79-c6b26240f3e5 | Clause:
Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to such terms in the Company Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Defined Terms |
edc4c9e6-4705-45ed-8df2-cadca1ab3fc1 | Clause:
In addition to the rights granted to the Employer under Section 3.7 above, the Employer shall have the right to deduct from any amount deferred or any payment of a benefit hereunder, any amount required to satisfy its obligation to withhold federal, state and local taxes, fees or other similar liabilities.
Tas... | Label: Withholdings |
21757b38-9040-469b-b72e-b52af59d2ee5 | Clause:
Each Loan Party and each Subsidiary maintains with financially sound and reputable insurers, insurance with respect to its properties and business against such casualties and contingencies and in such amounts as are required by Section 5.06 hereto and as are otherwise usually carried by businesses engaged in si... | Label: Insurances |
ebdd2970-f882-4c4d-b814-c12a0119bc49 | Clause:
This Agreement and the other documents and agreements executed in connection with the transactions contemplated hereby embody the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersede all prior written and contemporaneous oral agreements, representations, warr... | Label: Entire Agreements |
19ab0c2c-8856-413e-84fa-d2ce4fa23e3a | Clause:
It is acknowledged by the parties that the Employee, in connection with his/her employment, will be required to make payments for travel, entertainment and similar expenses. The Company shall reimburse the Employee for all reasonable expenses incurred by the Employee in connection with his/her employment or ot... | Label: Expenses |
3fd5651a-0073-429f-8ecd-633e5a426685 | Clause:
At the time of and immediately after giving effect to this Agreement no Default or Event of Default shall exist or result therefrom.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: No Defaults |
d7df5df2-f033-4044-8075-7ad5aedaa5c6 | Clause:
Employee shall be eligible to take up to five (5) weeks paid vacation each complete calendar year (an aggregate of two (2) weeks (which equals 10 days) of which may be carried forward to succeeding calendar years), which shall accrue and be taken, and which may increase, in accordance with the Company’s vacatio... | Label: Vacations |
815579c7-0fe6-4b0d-873c-1ac10c97b0a5 | Clause:
All notices and other communications given or made pursuant hereto shall be in writing to the addresses set forth on the signature pages hereof and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during n... | Label: Notices |
71915f4f-9aae-416b-bbd6-708752d962b3 | Clause:
Administrative Agent shall have received, in form and substance reasonably satisfactory to Administrative Agent, all consents, waivers, acknowledgments and other agreements from third persons (including, without limitation, customs brokers) and Governmental Authorities which Administrative Agent may deem necess... | Label: Consents |
6c2b62f6-d50a-4987-8098-9581209876f2 | Clause:
Pay upon demand (i) all Loan closing costs; (ii) all Loan fees; (iii) all inspection fees, filing and recording fees, and filing and recording taxes; and (iv) all out-of-pocket expenses incurred by Lender in connection with the preparation of Loan documents, the making of the Loan, and the management and oversi... | Label: Expenses |
aaa1038a-c218-4d8e-a402-0eb997782c5b | Clause:
The Administrative Agent (and in the case of subpart (iii) below, the applicable LC Issuer) shall have received, as applicable, (i) a Notice of Borrowing meeting the requirements of Section 2.05(b) with respect to any Borrowing (other than a Continuation or Conversion), (ii) a Notice of Continuation or Convers... | Label: Notices |
78d3b0f4-7247-471a-94ea-d6f32935d5b1 | Clause:
No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the ... | Label: Amendments |
70bb22c9-20d5-4b51-bbf1-5d06e4de7674 | Clause:
This Limited Waiver may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpa... | Label: Counterparts |
37219c2a-492e-4ab6-a543-43b3f7dae36c | Clause:
The Company shall indemnify the Executive to the same extent as it indemnifies its other Named Executive Officers, and the Company shall provide coverage for the Executive under its policies of Director’s and Officer’s insurance as the same may be in effect from time to time.
Task: Classify this clause into ON... | Label: Indemnifications |
3bb421e5-3f9b-4e4b-9d69-0b8a0bd1d3e5 | Clause:
Each Stock Option agreement shall state the period or periods of time within which the Stock Option may be exercised, in whole or in part, which shall be such period or periods of time as may be determined by the Committee, provided that no Incentive Stock Option shall be exercisable after ten years from the da... | Label: Vesting |
db69317e-6252-47f2-8dbb-228e47087824 | Clause:
The Plan shall become effective on the date the Plan is approved by the Company’s shareholders (the “ Effective Date ”). No Awards shall be granted under the Plan after the expiration of 10 years from the Effective Date, but Awards previously granted may extend beyond that date.
Task: Classify this clause into... | Label: Effective Dates |
b6588353-6a99-4afc-896c-3450bd5e30c1 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $8 million of... | Label: Closings |
ff3d79ed-7d98-442e-a3c1-c118603f0664 | Clause:
This Agreement shall be deemed effective upon the due execution and delivery of this Agreement by each Party hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Effectiveness |
1feb75db-6799-4e12-9b5f-76c4facbd676 | Clause:
Employee and the Company understand and agree that the purpose of the provisions of this Section 9 is to protect the legitimate business interests of the Company, as more fully described below, and is not intended to eliminate Employee’s post-employment competition with the Company per se , nor is it intended t... | Label: General |
d46dd64e-2434-499e-a82e-46ec1920c16e | Clause:
[INSERT IN HUDSON BAY WAIVER ONLY: The Company shall reimburse Kelley Drye & Warren LLP, counsel to the Holder, for its fees and expenses in connection with the structuring, documentation, negotiation of this Waiver, and all other outstanding amounts owed by the Company to Kelley Drye & Warren LLP pursuant to a... | Label: Fees |
0b5e7477-07d1-4251-aa97-7b4a4e331098 | Clause:
THE GRANTOR HEREBY: (a) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY; AND (b) WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE GRANTOR AND SECURED PARTY MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS AGREEMENT, THE PU... | Label: Waiver Of Jury Trials |
c3fb7f98-edf7-4ce7-b340-c09a61f071b9 | Clause:
All of Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and the occurrence of the Release Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Survival |
5c5148a2-b488-46f8-932a-366a2311555a | Clause:
This Separation Agreement contains the entire understanding of the parties with respect to the subject matter hereto and supersedes any and all prior agreements, arrangements and understandings, whether written or oral, between the Parties with respect thereto, including the TPA, except that nothing in this Sep... | Label: Entire Agreements |
44ee3913-33ba-45c2-9de9-0d4fcae8d98d | Clause:
Guarantor hereby represents and warrants that: (i) Guarantor is a duly organized entity, validly existing and in good standing under the laws of the State of Delaware, (ii) Guarantor has full right and authority to enter into this Agreement, and (iii) the person signing on behalf of Guarantor is authorized to d... | Label: Authority |
8b91b78c-b619-46c0-9e9f-b626b189b492 | Clause:
The reference to "July 3, 2016" in Section 2 of the Agreement shall be replaced by "July 3, 2019".
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, Authori... | Label: Terms |
455a5a40-1d5d-42b3-88ea-f81993ba2a52 | Clause:
Except for Evercore Partners Inc., the fees and expenses of which will be paid by Abbott, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in co... | Label: Brokers |
147df92a-718e-4ac5-b579-73320e3a30bc | Clause:
So long as no party to this Agreement has a reasonable basis to believe that another party to this Agreement is violating or preparing to violate the terms of this Agreement, except as required by any governmental or quasi-governmental entity (including but not limited to required filings with the Securities an... | Label: Confidentiality |
825c006f-0275-4192-a3fd-8243c0cc3972 | Clause:
Promptly after a Responsible Officer of the Borrower obtains actual knowledge of the commencement thereof, the Borrower shall give the Administrative Agent written notice of the commencement of all actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator, regarding the ... | Label: Litigations |
41b826df-e440-447b-9284-56b69eab58a8 | Clause:
All financial statements of the Company and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present in all material respects the consolidated financial condition and operations of the Company and its Subsid... | Label: Financial Statements |
33aa19f4-d75a-4143-8e1a-ed63c49e3ba4 | Clause:
Wherever possible, each provision of this Warrant Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such proh... | Label: Severability |
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