id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b5cea309-1e93-4e6c-b9ff-5a68c5028154 | Clause:
All books, records, and accounts relating in any manner to the Company, any Affiliate, or to any suppliers, customers, or clients of the Company or any Affiliate, whether prepared by you or otherwise coming into your possession, shall be the exclusive property of the Company or its Affiliates, as applicable, an... | Label: Records |
8b436748-a008-486b-8ea8-93054db705c9 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Buyer and the Sub-Originator and their respective successors and permitted assigns. The Sub-Originator may not assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, the Administrative Agent a... | Label: Binding Effects |
7674e640-ed47-4372-9660-3f6967016a34 | Clause:
This Deed of Trust and the perfection and enforcement of the lien and security interest hereunder (and any financing statement filed in connection herewith) shall be governed by and construed and enforced in accordance with the laws of the State of California.
Task: Classify this clause into ONE of these types... | Label: Governing Laws |
437b0291-6df1-4a21-92e4-8760b3d351d2 | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Me... | Label: Disclosures |
17f822d9-bbc6-4407-9b9b-e73dafed0e22 | Clause:
All federal and material state and local tax returns, reports and statements required to be filed by or on behalf of each Credit Party have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed and, except to the exte... | Label: Taxes |
b94be53e-5f34-4312-8dea-06078421093d | Clause:
Each of the parties irrevocably (i) submits itself to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware or the Un... | Label: Jurisdictions |
03f1b746-07ea-461a-be8e-397bd59ac04a | Clause:
(a) The General Partner shall not be liable for the return of all or any part of the Capital Contributions of the Limited Partners. Any returns shall be made solely from the assets of the Partnership according to the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Indemnifications |
61340595-7adc-4d7e-be38-f04b80114044 | Clause:
The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person or persons may require. As th... | Label: Headings |
a902381c-e0a6-4ed0-85d6-4064750d53ab | Clause:
Each of the Parties irrevocably (a) consents to submit itself to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, ... | Label: Jurisdictions |
e3756572-6486-47f6-b126-3d2c6485dee8 | Clause:
This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Delivery of... | Label: Counterparts |
e16e2385-7c26-4986-8d28-946f1c9e71dc | Clause:
This Amendment and each other Credit Document executed by such Loan Party in connection herewith has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as limited b... | Label: Enforceability |
7e0e8844-6d9b-49ae-a4aa-95b3e2f8aa53 | 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, the Note or any other agreement, certificate, i... | Label: Governing Laws |
866820d9-4c06-4b7a-bea3-c9b00bef61f9 | Clause:
The Company and each of its Subsidiaries are insured against directors and officers liability by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company believes to be prudent and customary in the businesses and locations in which the Company and the Subs... | Label: Insurances |
bdb85898-d2c6-4cfe-8f29-b667cd9970d3 | Clause:
As a material inducement for the Company to enter into this Agreement, Executive agrees to refrain from making any statements (or permitting any statements to be reported as being attributed to him) that are critical, disparaging or derogatory about, or which injure the reputation of, the Company or any other C... | Label: Non-Disparagement |
7a72ab26-9f1b-4093-a867-f01929d7226d | Clause:
Each of the parties hereto shall pay the fees and expenses incurred by it in connection with the negotiation, preparation, execution and performance of this Agreement, including, without limitation, reasonable attorneys’ fees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Expenses |
29f7aed1-74df-43fb-a6b3-e49586f78daa | Clause:
All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day ... | Label: Fees |
11427587-fc6f-4b47-8ad2-21103afc43df | Clause:
The terms of this Agreement have been negotiated by the parties hereto, and no provision of this Agreement shall be construed against either party as the drafter thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Construction |
547e48df-5663-44be-bded-c7b7c344e8e4 | Clause:
Interest based on the Citibank Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis of a year of 360 days an... | Label: Fees |
7548b819-78ed-4011-805f-7aa878d97987 | Clause:
For tax reasons, the Plan was approved by the Board of Directors in interim stages. First, the Board approved the Plan on March 9, 1999 as it relates to Awards of Restricted Stock and Performance Units only (the “ First Effective Date ”), and the Plan became effective as of the First Effective Date for the limi... | Label: Effective Dates |
96902781-78c8-4c71-be2c-4c2f8580ca06 | Clause:
The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption and Administrative Questionnaire, all documentation and other information reasonably determined by the Agent to be required by applicable regulatory authorities required under applicable “know your customer” and a... | Label: Assignments |
1f4d8a83-73c7-4f76-8d24-a884d087da89 | Clause:
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance the employment agreement between the Company and Michael E. Fasci Sr. dated February 13, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Notices |
7498e363-fe96-4862-9147-2183ba172bf9 | Clause:
Cause a Change in Control.
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, Benefits, Binding Effects, Books, Brokers, Capital... | Label: Change In Control |
c546d319-2057-4b00-9679-bdd5d0e59ee6 | Clause:
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to sale of the Shares, which t... | Label: Entire Agreements |
fc3df3b0-15f2-4919-b137-1eb9da6dfefb | Clause:
Except as otherwise provided in this Debenture, whenever any payment of cash is to be made by the Company to any Person pursuant to this Debenture, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to ... | Label: Payments |
c34b7abd-6208-43a1-85fd-7527c5251ea2 | 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 $27,214,705 of... | Label: Closings |
5e8de960-7720-475d-ae7c-389e67ba384a | Clause:
All notices, requests and other communications to any party hereunder shall be given or made by telecopier or other writing and telecopied, or mailed or delivered to the intended recipient at its address or telecopier number set forth on the signature pages hereof or such other address or telecopy number as suc... | Label: Notices |
0eedc137-3ea2-4a2e-bde8-dc9b6cb1da66 | Clause:
This Agreement represents and constitutes the entire agreement and understanding between the parties with regard to the subject matter contained herein. All prior agreements, understandings and representations are hereby merged into this Agreement.
Task: Classify this clause into ONE of these types (exactly on... | Label: Entire Agreements |
c9cfcebf-a9af-49f5-9a56-9b5adbaaf3f9 | Clause:
The Company may, in its sole discretion, decide (a) to deliver any documents related to the Award granted under the Plan, the Participant’s participation in the Plan, or future Awards that may be granted under the Plan by electronic means, or (b) to request the Participant’s consent to participate in the Plan b... | Label: Participations |
df2e55fe-d277-4067-ac4e-f504eb40a74c | Clause:
Any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, each... | Label: Submission To Jurisdiction |
38470547-e0d2-4bb4-8aa0-0535492f2bab | Clause:
Borrower shall deliver to Lender annual consolidating company-prepared financial statements, including balance sheet and income statements, within one hundred and twenty (120) days after the end of each of the Borrower’s fiscal years, which financial statements shall be certified by the Borrower’s chief financi... | Label: Financial Statements |
ff965412-1358-47af-ac45-0eee51369659 | Clause:
During the Employment Term, Executive will be receive and be paid vacation of not less than 20 days per calendar year, prorated for any partial calendar year of employment, in accordance with the Company’s standard vacation policy (including, without limitation, its policy on the maximum accrual, carry-over and... | Label: Vacations |
8aa8ec38-4795-4d03-ba94-a878fbc756e9 | Clause:
EACH LENDER PARTY AND GRANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS SUCH GRANTOR MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORA... | Label: Waiver Of Jury Trials |
e1383c74-a01a-4f42-a99d-825192e8ac80 | Clause:
(a) Subject to the terms and conditions of this Agreement, the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “ Plan ”), and the Employment Agreement, dated as of November 22, 2016, between Sirius XM Radio Inc. (“ Sirius XM ”) and the Executive (the “ Employment Agreement ”), the Company here... | Label: Vesting |
3d87a0f5-de78-45d5-bf6c-600d0dc1b3f9 | Clause:
The Credit Parties are each covered by valid, outstanding and enforceable policies of insurance which were issued to it by reputable insurers of recognized financial responsibility, covering its properties, assets and business against losses and risks normally insured against by other corporations or entities i... | Label: Insurances |
0be5df8a-f994-4647-9c8a-36efdbe5ab56 | Clause:
For the benefit of the Company, such Purchaser previously agreed to keep confidential all information concerning the private placement of Notes. Such Purchaser is prohibited from reproducing or distributing the Agreement or any other offering materials or other information provided by the Company in connection ... | Label: Confidentiality |
73e05490-837b-424c-a1d8-9d50f568cfe2 | Clause:
Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (“ Other Stock-Based-Awards ”). Such Other Stock-Based Awards shall also be available as a f... | Label: General |
3c0d0780-5ee7-4cc1-a485-4ce646d5bad0 | Clause:
Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have authority, in its discretion, to determine (i) which employees, Consultants, or Directors shall receive an Award, (ii) the time or times when such Awards shall be made, (iii) the type of Awards that sha... | Label: Powers |
bbf4838c-9d0f-4105-a5e9-1e3c5e32f1c8 | Clause:
Any notice to be given under the terms of this Award Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Corporation’s payroll records. Any notice shall be delivered in... | Label: Notices |
efb50646-f281-417e-9dc1-e4f49eecaeaf | Clause:
Each Party represents and warrants to the other Party that as of the date of this Agreement: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b)... | Label: Warranties |
5810e311-103f-4e05-82b6-bc4617237527 | Clause:
The Advisor shall maintain records of all its activities hereunder and make the records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the... | Label: Records |
d58c3e9f-13c1-4ed2-b857-b3920bb82547 | Clause:
The Transferor hereby represents and warrants that (a) the Transferee is an Affiliate or an Affiliated Fund of the Transferor; (b) the Transferee is not a portfolio company of the Transferor or the Transferor’s Affiliates and (c) the Subject Transfer does not violate any of the provisions contained in Section 2... | Label: Representations |
df3a6509-b993-43b8-9b82-0815bc6de590 | Clause:
This Amendment shall be governed exclusively by and construed and enforced exclusively in accordance with the internal Laws of the State of New York without giving effect to the principles of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Applicable Laws |
06384560-3cb6-4ab6-899d-d88dae684b0d | Clause:
This Warrant shall be governed in all respects by the laws of the State of New York without regard to the conflict of laws principles of the State of New York or any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Jurisdictions |
ea7e56a1-31a8-420d-8cec-d75992c4c286 | Clause:
This Amendment Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment Agr... | Label: Counterparts |
b7cc774c-87ee-4178-a0dc-0d237e016265 | Clause:
On any termination of employment, including, without limitation, termination due to the Employee’s death or Disability (as defined in Section 10) or for Cause, the Employee shall receive any accrued but unpaid salary, reimbursement of any business or other expenses incurred prior to termination of employment bu... | Label: Benefits |
539fe670-b712-4f95-8686-7b2a93bc70b7 | Clause:
The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Company or anyone on behalf of the Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by Company. No other or further act o... | Label: Authority |
21b01594-0fcc-4825-b189-2254a4c105b5 | Clause:
This Agreement, and all other instruments, documents, and agreements executed and delivered in connection herewith and therewith embody the final, entire agreement between the Company and the Holder and supersede any and all prior commitments, agreements, representations, and understandings, whether written or ... | Label: Entire Agreements |
e95d9660-883b-494a-979d-b1b1dc321144 | Clause:
Any Subsidiary which is formed or acquired or otherwise becomes a Subsidiary of the Credit Parties following the date hereof, within five (5) Business Days of such event, shall become an additional Credit Party hereto, and the Borrowers shall take any and all actions necessary or required by Lender to cause sai... | Label: Subsidiaries |
f7551b02-0f76-4383-9c48-d6c50011ce6a | Clause:
PURCHASER ACKNOWLEDGES THAT IT HAS HAD SUFFICIENT OPPORTUNITY TO PERFORM, AND HAS PERFORMED, APPROPRIATE DUE DILIGENCE REGARDING THE PATENTS AND PATENT APPLICATIONS TO THE SATISFACTION OF PURCHASER, AND ACCORDINGLY, ALL SALES ARE FINAL AFTER EXECUTION OF THIS AGREEMENT, PROVIDED THAT THE FOREGOING SHALL NOT LIM... | Label: Sales |
2c5c53f7-14c3-4b9d-87c8-475771af68b1 | Clause:
During the Term, Executive may continue to participate in such employee benefit plans and programs as the Company may from time to time provide to its employees, including paid time off, subject to the terms and conditions of such plans. Nothing herein is intended, or shall be construed, to require the Company ... | Label: Benefits |
a26ef38d-722d-4c2f-b820-8aa29872ea71 | Clause:
To the extent that any Agent is not reimbursed and indemnified by any Loan Party, and whether or not such Agent has made demand on any Loan Party for the same, the Lenders will, within five days of written demand by such Agent, reimburse such Agent for and indemnify such Agent from and against any and all liabi... | Label: Indemnifications |
c9ea5287-1217-480c-b6a1-e5549d74f28c | Clause:
For all services to be rendered by Employee pursuant to this Agreement, the Company agrees to pay Employee during the Employment Period a base salary (the “ Base Salary ”) of $90,000.00 per annum. The Base Salary shall be paid in accordance with the Company’s regular practices.
Task: Classify this clause into ... | Label: Base Salary |
d86e8bee-c10d-4813-ba74-6797713f192e | Clause:
If a court of competent jurisdiction should find any term or provision of this Agreement to be unenforceable and invalid by reason of being overly broad, the parties agree that the court shall limit the scope or duration of such provision to the maximum enforceable scope or duration allowed by law. Any term or ... | Label: Severability |
566f4a7c-0779-4e0f-bb36-3cf4168f970c | Clause:
Except as expressly provided in Section 2(d) below, the Participant shall forfeit to the Company, without compensation, any and all unvested Restricted Stock upon the Participant’s Termination of Service for any reason.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Forfeitures |
382417d0-6048-4cd4-b2a6-4ff76c3da372 | Clause:
The Plan sha ll be administered, construed and governed i n all respects under and by the laws of State of Delaware, w ithout reference to the principles of conflic t s of l aw (except and to the extent preempted by applicable federal law).
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Governing Laws |
b352c202-c5dd-42ad-807d-b2a1a8044418 | Clause:
Notwithstanding the foregoing, upon the occurrence of a Change in Control, this Award shall become vested immediately prior to a Change in Control as to 100% of the RSUs (but only to the extent such Award has not otherwise terminated or become vested).
Task: Classify this clause into ONE of these types (exactl... | Label: Change In Control |
fd9677be-585b-4c76-8890-cd1dc1f14dc1 | Clause:
Seller shall comply in all material respects with each and every Requirements of Law, including those relating to any Purchased Asset and to the reporting and payment of taxes. No part of the proceeds of any Transaction (including, for the avoidance of doubt, any Future Funding Transaction) shall be used for ... | Label: Compliance With Laws |
a6da7077-eeed-4bf2-b46e-58671854f9e0 | Clause:
This Release may not be altered, amended, or modified except in writing signed by both the Executive and the Employer.
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: Amendments |
3a8515d1-bea3-432d-aa04-0c8880ca3612 | Clause:
This Letter Agreement may not be amended or otherwise modified without the prior written consent of each party hereto. This Letter Agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, among us and any of our Affiliates, and each of you an... | Label: Entire Agreements |
fead988f-821b-44a6-885e-e7987ec75fed | Clause:
Any notice hereunder to the Company must be addressed to: MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: 2005 Omnibus Incentive Plan Administrator, and any notice hereunder to the Participant must be addressed to the Participant at the Participant’s last address o... | Label: Notices |
2ef990ed-05c1-4401-a5c5-0818cb2e4caa | Clause:
Use the proceeds of the Loans in the manner set forth in Section 3.12.
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, Benefi... | Label: Use Of Proceeds |
a4849690-7657-4cd4-99ef-091cc46cb167 | Clause:
All notices and other communications hereunder shall be given in writing and shall be deemed to have been duly given and effective (i) upon receipt, if delivered in person or by facsimile, email or other electronic transmission, or (ii) one day after deposit prepaid for overnight delivery with a national overni... | Label: Notices |
fda44e11-d5ba-4983-8eaf-bbb461d355d9 | Clause:
In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the Company agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement in respect of any Obligation of a Borrower, the Company shall indemnif... | Label: Indemnity |
f404fc71-d4e4-4e77-bb8f-d97679c4a426 | Clause:
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been mer... | Label: Entire Agreements |
c6b13f6b-05fc-400f-9be7-96097965df91 | Clause:
Your initial title will be Director, Corporate Development and you will initially report to Geoffrey T. Barker, Chief Operating Officer. This is a full-time position.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Positions |
6739888c-365c-49e3-93de-2f6bcd8fcf7d | Clause:
Jurisdiction and Venue . This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Florida without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located i... | Label: Governing Laws |
3e9e5e27-91e7-42c7-8d78-190ed7acaffd | Clause:
The Maker may not assign any of its rights or obligations under this Note without the consent of the Payee. The Payee may at any time assign all or a portion of its rights and obligations under this Note without the prior written consent of the Maker, but upon notice to the Maker, which notice shall set forth t... | Label: Assignments |
333383f4-b6ce-4e48-baed-5144fc880f2f | Clause:
Any Lender may at any time, without the consent of, or notice to, Parent, the Borrowers, the Administrative Agent, any L/C Issuer or any Swing Line Lender, sell participations to any Eligible Assignee (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (... | Label: Participations |
08591980-a9eb-403a-ad3f-689b8639012a | Clause:
The Closing of the transactions contemplated by this Agreement (“Closing”) shall take place concurrently with the execution of this Agreement, either by mail, virtually through the Internet, or at the offices of Arnold & Porter LLP, 777 South Figueroa Street, 44th Floor, Los Angeles, California, or at such othe... | Label: Closings |
d9ea96b5-1139-49af-8bbe-cb35208c41af | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplate... | Label: Severability |
394c52fb-5d96-4afb-b7d5-8b87c13aea2c | Clause:
Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices will be address... | Label: General |
4bae0a18-35d9-4a64-a50a-2bd7b655330d | Clause:
It is further understood and agreed that waiver by Landlord of any default or breach of any covenant, condition or agreement herein shall not be construed to be a waiver of that covenant, condition or agreement or of any subsequent breach thereof. The acceptance of rent by Landlord with knowledge of the breach ... | Label: Waivers |
d04ece7f-5ca2-43a0-855f-9e85bed0f61c | Clause:
All notices, requests, demands and other communications permitted or required under this Agreement will be in writing and will be deemed duly given (a) upon delivery if delivered in person, (b) the next business if sent by overnight courier services, or (c) three (3) business days after deposit if sent by U. S.... | Label: Notices |
c94ea84a-27b1-48e0-9492-6be521e73ac2 | Clause:
The proceeds of the Loans shall be used in accordance with Section 6.11 .
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, Be... | Label: Use Of Proceeds |
422f515d-5a7d-417c-ac76-ff5a0a38d7bd | Clause:
Borrower unconditionally and irrevocably covenant that they will (a) promptly pay the principal of, interest on and any other amount due on the Notes and the other Obligations in the amounts, on the dates and in the manner provided herein, in the Notes, and each other document evidencing the Obligations, and (b... | Label: Payments |
d8e733c1-0db5-4bdf-bcae-cb0d9e1fca73 | Clause:
Following the Term, either party may, in its discretion and at its option terminate this Agreement at any time upon thirty (30) days’ written notice to the other party, provided, however, the provisions providing compensation to Consultant, as well as Section 4, 6, 7, 8, and 16, shall survive such termination.
... | Label: Terminations |
19e9eaeb-7e03-4b26-9951-2d138053cf4f | Clause:
Executive's or Corporation's failure to insist upon strict compliance with any provision of this Agreement, or the failure to assert any right Executive or Corporation may have hereunder, will not be deemed to be a waiver of such provision or right or any other provision of or right under this Agreement.
Task:... | Label: Waivers |
acf0d748-698f-46b0-ae79-42389b28a50c | Clause:
Neither Borrower nor Bank is in default in the performance, observance or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument to which it is a party, which will or might materially and adversely affect the business or operations of Borrower or the Bank, as th... | Label: No Defaults |
21422648-5aef-49ee-9598-e05a2a501fac | Clause:
Executive is hereby employed on the Effective Date as the Executive Vice Chairman of the Board. In his capacity as Executive Vice Chairman of the Board, Executive shall have the duties, responsibilities and authority commensurate with such position. During his employment with the Company, and excluding any peri... | Label: Employment |
bed51934-ce9a-423c-8075-8654a75385bf | Clause:
Without limitation to Section 9.08 ( Sanctions; Anti-Corruption; Anti-Money Laundering ), the Borrower shall, and shall cause each Subsidiary, to (a) comply in all material respects with, and conduct its business and operations in compliance in all material respects with, all applicable Laws (including Environ... | Label: Compliance With Laws |
48de332e-3af3-43a3-81cf-385f1a8519ad | Clause:
Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the “ Closing ”) to be held at the offices of Magri Law, LLC in Fort Lauderdale, FL, or at such other place or on such other date as Buyer and Seller may mutual... | Label: Closings |
f947bad1-f1cd-44aa-943d-a8c91db42bcb | Clause:
Any Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement and under the Program Agreements; provided, however, that (i) such Buyer’s obligations under this Agreement and the other Program Agreements shall remain unchanged, (ii) such Buy... | Label: Participations |
98ad7ee9-4ec4-40b5-9162-6c14feea8eb7 | Clause:
The parties 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 on a timely basis or were otherwise breached. It is accordingly agreed that, in the event of any breach or threatened breach by any other pa... | Label: Enforcements |
0f649bec-45d5-4970-adcb-0c9e3c4afb09 | Clause:
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision so long as the remaining provisions remain intelligible and continue to reflect the original inte... | Label: Severability |
893e0d20-b505-4e7f-be23-3bf2cae2e1aa | 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 is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibitio... | Label: Severability |
9b3c5cfb-f8e2-40fc-a777-16b4e2a57876 | Clause:
Any provision of the Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in ... | Label: Severability |
8b6b08a1-1a24-4ea9-b8ea-23ddcf1c12ea | Clause:
The Borrower and the other Loan Parties have the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Credit Agreement (as amended hereby), as applicable. Each Loan Party has the requisite power and authority to execute, deliver and perform its obligations ... | Label: Authority |
1b4bd621-8b73-4dbc-8874-ac964acf45b9 | Clause:
Effective as of the Plan Effective Time, except as expressly provided for herein or in the Transition Services Agreement, HLT shall, or shall cause another member or members of the HLT Group to, Assume (x) each health and welfare benefit Plan (including each related insurance policy, trust instrument and other ... | Label: General |
4aa4d596-a87c-415d-b23f-ba08b368b563 | Clause:
Regardless of any action the Company takes with respect to any or all income tax (including U.S. federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Optionee... | Label: Withholdings |
2cecff7c-93cf-4ae1-b71c-cc3695c1d9a7 | Clause:
The waiver by Bank of any breach of this Agreement by Consultant shall not be effective unless in writing and signed by an officer of the Bank, and no such waiver shall operate or be construed as a waiver of the same or another breach on a subsequent occasion.
Task: Classify this clause into ONE of these types... | Label: Waivers |
affe8f2e-eae8-4f68-a644-848f6efdd6a8 | Clause:
This Agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times t... | Label: Amendments |
8947c648-be02-4118-8d0b-017e9aa32cf5 | Clause:
The headings of the sections of this Third Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Third Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Headings |
ad66099a-4022-4baf-a4fb-8577c4adeb01 | Clause:
Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, togethe... | Label: Powers |
99d2598d-c8a5-4c59-8eea-5b31e07f7da4 | Clause:
EACH OF THE LOAN PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS PREDECESSORS, SUCCESSORS, LEGAL REPRESENTATIVES AND ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE “ RELEASING PARTIES ”), HEREBY ACKNOWLEDGES AND STIPULATES THAT AS OF THE DATE OF THIS FIRST AMENDMENT, NONE OF THE RELEASING PARTIES HAS ANY CLA... | Label: Releases |
ae265dce-fd1f-4322-901a-c06758724b5c | Clause:
Neither the Company nor any of the officers, directors or employees of the Company has employed any broker or finder in connection with the transaction contemplated by this Agreement. The Company shall indemnify Purchasers from and against any broker’s, finder’s or agent’s fees for which the Company is responsi... | Label: Brokers |
056ab219-5c6b-4bc9-aff1-ce091361808c | Clause:
Subject to Section 1.1 , this Agreement will commence on the Effective Date and will continue in effect through December 31, 2018; provided, however, that on January 1, 2019 and each subsequent January 1, the term of this Agreement will automatically be extended for one additional year unless, not later than J... | Label: Effective Dates |
2654061b-7383-4dd0-90f7-0c92a7be4753 | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FR... | Label: Submission To Jurisdiction |
db6d3537-62f6-4f7e-9063-ee6c7b9ede54 | 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 of... | Label: Capitalization |
5d291c92-9da2-4ea4-a498-266a71c34a74 | Clause:
In the event Executive is made party or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of Executive’s employment with or serving as an officer or director of the Company, whether or not the basis of such Pro... | Label: Indemnifications |
551d6e29-2401-44a4-ba87-ea302c91bda0 | Clause:
Each Loan Party shall indemnify and hold Lender and its respective officers, directors, agents, employees, advisors and counsel and their respective Affiliates (each such person being an “Indemnitee”), harmless from and against any and all losses, claims, damages, liabilities, reasonable costs or expenses (incl... | Label: Indemnifications |
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