id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
6bcef54f-b9c4-4d65-b7c8-0ea124da6990 | Clause:
If Stockholder is not an individual, Stockholder is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its respective jurisdiction of organization.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Organizations |
bf3a5624-6862-403a-8a41-0646add34771 | Clause:
Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any appli... | Label: Severability |
cfa56a73-ff1c-459b-b868-baee9b9b5367 | Clause:
Except as set forth in Schedule 3(p)(i), the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of a... | Label: Titles |
f9518b1a-a03f-4e44-a4f3-d1cd6aac9876 | Clause:
This Agreement, together with the Grant Notice and the Plan, and the other exhibits attached thereto or hereto, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of ... | Label: Entire Agreements |
6caaebb3-ddb5-4b9b-afff-a65264171c00 | Clause:
With respect to royalty and milestone payments to be made under Sections 8.5 or 8.6, as applicable, Celgene agrees to keep, for at least [...***...] from the end of the Calendar Year to which they pertain, complete and accurate records of sales by Celgene or its Affiliates, as the case may be, of each Licensed ... | Label: Records |
ebe07bd0-9a99-45ea-a2b9-2f2ca3ee383e | Clause:
If the Aggregate Revolving Commitments are increased, the Aggregate Term Commitments or any existing Term Loan is increased or a New Term Loan is added in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final al... | Label: Effective Dates |
6878d1a0-7464-4850-be6c-f63aeb3edfe8 | Clause:
Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and exp... | Label: Expenses |
c6049738-7d85-44f6-babb-6360a83786b4 | Clause:
No Default, Event of Default or Total Loss (or an event which with the passage of time would become a Total Loss) shall have occurred and be continuing or would result from the advance of the Loans.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: No Defaults |
76a331cd-ede6-4699-bbef-3b7275e28678 | Clause:
Such Purchaser made its investment decision to purchase the Securities at its offices located at the address set forth opposite such Purchaser’s name on Schedule A hereto. If such Purchaser is an individual, such Purchaser resides in the jurisdiction listed in the address set forth opposite such Purchaser’s nam... | Label: Jurisdictions |
75da690e-b250-48c4-a35a-18500cfa8ccd | Clause:
The obligation of Sponsor to fund the Commitments will terminate automatically and immediately upon the earliest to occur of (a) the Closing (at which time the obligation shall be discharged), (b) the termination of the Share Purchase Agreement in accordance with its terms and (c) Seller or any of its Affiliate... | Label: Terminations |
b5088699-9965-4978-a821-8c2857ad6394 | Clause:
Halo shall keep materially complete and accurate records of the manufacture, testing, storage, and shipping of Product, including master batch records, completed batch records, quality control documentation and results for all acceptance tests performed (collectively, “ Records ”) and retain samples of Product ... | Label: Records |
0e03a102-0438-4738-be50-4e3165bfc82a | Clause:
This Joinder Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of ... | Label: Counterparts |
9be2aaf3-9c3b-4d5a-81a0-a74c1d2dc74e | Clause:
Notwithstanding the terms of any Lease made on or after the Effective Date, each Lease is subordinate to this Security Instrument and each Tenant shall, if Agent elects, execute an instrument (in form and substance acceptable to Agent in its sole discretion) subordinating the Tenant's leasehold interest to Agen... | Label: Terms |
d90e34ae-75db-4826-b24d-1472b0486d48 | Clause:
There shall be no proration of Seller’s insurance premiums or assignment of Seller’s insurance policies. Purchaser shall be obligated (at its own election) to obtain any insurance coverage deemed necessary or appropriate by Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Insurances |
159f5c24-9ded-40db-aec7-9fe9b0939af1 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes.
Task: Clas... | Label: Counterparts |
1b70f653-68a4-443f-ac4b-0a542451ebe2 | Clause:
All amounts due from the Borrower under Section 10.04 or this Section 10.05 shall be payable not later than thirty Business Days after demand therefor and the Borrower’s receipt of (i) the requesting Person’s certification that it is owed amounts under Section 10.04 or Section 10.05(a) , as the case may be, and... | Label: Payments |
190cf576-ea7c-4d37-a2ed-8be239663107 | Clause:
Seller represents and warrants that: (a) all patents, trademarks, trade names, trade dress, copyrights, trade secrets, rights of publicity and other intellectual property rights (other than those intellectual property rights owned by or licensed to Buyer) used by Seller in connection with KCD-Branded Products o... | Label: Intellectual Property |
ba0e5d46-9924-465d-bcdb-46c2c2f68499 | Clause:
This Agreement contains the entire agreement between the Parties and supersedes all prior discussions and agreements between the Parties including but not limited to the provisions in the Key Executive Benefit Package, if applicable. This Agreement shall not be amended or otherwise modified in any manner except... | Label: Integration |
8dda706f-c5ec-4d22-82a0-0206cbbb4fe4 | Clause:
This Employment Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, regardless of any choice of law provisions that would provide for a different governing law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Applicable Laws |
adb17e7e-8843-48ec-b85c-28cae1bb845a | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of California. This Agreement may be executed in counterparts, each of which may be deemed to be an original and all of which shall constitute the Agreement; provided, however, that the Agreement shall not become effectiv... | Label: Miscellaneous |
d5954e51-bd1b-4001-a8ed-67dad2c1d1f8 | Clause:
The Employer shall continue to employ the Executive, and the Executive shall continue to serve the Employer, as the Senior Vice President and Chief Financial Officer of the Company and the Bank upon the terms and conditions set forth herein. The Executive shall have such authority and responsibilities consisten... | Label: Employment |
66399ed9-989e-4952-ac07-b45ab1d41fcd | Clause:
Except as otherwise provided in this Section 13.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without approval of the Company’s stockholders given within twelve (12) months before or after t... | Label: Amendments |
86535a29-749a-4174-ae63-8c53e378bcd8 | Clause:
If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement or any Transaction Document, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may ... | Label: Expenses |
8765bfdf-5089-4f2c-8ce1-ab7359172e28 | Clause:
The Lenders shall have received (i) (A) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and the OnX group of companies for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date and (B) unaudited c... | Label: Financial Statements |
4f48927d-111e-49c2-bb58-7e9b68a23b6a | Clause:
The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as a... | Label: Financial Statements |
3ab28f12-24ec-4c49-a93e-e74265015de2 | Clause:
At all times, both during the Executive’s employment with the Company and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose for his own benefit or the benefit of any other Person any such Confidential Information without the wr... | Label: Confidentiality |
cec637ea-bfd7-467a-8842-1d23ff486a85 | Clause:
Wherever the following terms are used in this Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.
Task: Classify this clause into ONE of th... | Label: Defined Terms |
71d1a766-2198-4389-b62f-44733a4b49eb | Clause:
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the ad... | Label: Notices |
d38a54e3-27f0-4cf1-b08b-a3ede2339ca3 | Clause:
The closing of the purchase and sale of the Notes (the “ Closing ”) shall occur at the offices of Morrison & Foerster LLP, 250 West 55 th Street, New York, New York 10019, on the date hereof following the execution of the Agreement (the date of such Closing being referred to herein as the “ Closing Date ”).
Ta... | Label: Closings |
fe988074-159d-4d48-9819-60638f50c943 | Clause:
McManus agrees that during the Consulting Term, at the request of the Chairman and CEO, her duties may include activities in connection with existing or future litigation, arbitrations, mediations or investigations brought by or against the Company, or its affiliates, agents, officers, directors or employees, w... | Label: Cooperation |
23726f0e-d510-4bbe-8576-bba08aed675e | Clause:
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, including, without limitation, as a result of any rules and regula... | Label: Severability |
ee15c4d4-898c-47e3-8968-c2343a185d41 | Clause:
Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the State of Colorado or of the United States of America for the District of Colorado. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, gener... | Label: Jurisdictions |
679ecc18-80df-4167-9abb-1614dcb8d1ae | Clause:
All communications and notices hereunder shall be in writing and given as provided in Section 6.11 of the Security 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: Notices |
b77c66e6-15fa-4113-acaa-085073c63d1d | Clause:
The capitalization of the Company is as set forth in the SEC Reports. 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 |
5067d1a3-2063-4795-a039-95e0b44b96e6 | Clause:
This Agreement and other documents delivered pursuant hereto, including the exhibit and the Schedule of Exceptions, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Entire Agreements |
fb94c5c4-fd18-403d-9946-f6a7addb16e5 | Clause:
Company is not in default in any material respect under any contract, nor has any event or omission occurred that, through the passage of time or the giving of notice, or both, would constitute a default in any material respect thereunder or cause the acceleration of any of Company’s obligations thereunder or r... | Label: No Defaults |
4fca47cf-9b98-4106-ae65-9782436c6b54 | Clause:
Magnum hereby agrees to employ Executive, and Executive hereby agrees to accept employment with Magnum, upon the terms and conditions contained in this Agreement. Executive’s employment with Magnum under the terms of this Agreement shall commence on the Effective Date and shall continue, subject to earlier term... | Label: Employment |
cd52c370-bc97-4605-8071-d3738e4fd4af | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before September 26, 2017;... | Label: Terminations |
160eb187-d8cb-4bcc-bdf8-bbcbb10c1707 | Clause:
The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. If any inconsistency should exist between the nondiscretionary terms and conditions of this Agre... | Label: Entire Agreements |
f4c96bdc-7482-417a-a24e-b988c937ea8a | Clause:
This Article XI is a continuing guaranty and shall (a) remain in full force and effect until the later of the cash payment in full of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, (b) be binding upon each... | Label: Assignments |
84d7f062-cee9-4d96-93b6-b4e32eab88b0 | Clause:
Such Stockholder has full organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly approved by all requisite limited partnership acti... | Label: Authority |
bcbbefd5-d2d8-4378-91bf-d5b2bc023f79 | Clause:
All of the Subsidiaries are set forth on Schedule A hereto. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are ful... | Label: Subsidiaries |
b973a4ff-7809-4232-86d7-de38d440da76 | Clause:
The Collateral Custodian will comply in all material respects with all Applicable Laws and will comply with all of its obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Compliance With Laws |
389c4a06-39ab-426a-96c0-f9c7e823d1c5 | Clause:
The Unitholders hereby authorize TMLP and WMLP to publish and disclose in any announcement or disclosure required by the SEC and in the Proxy/Prospectus the Unitholder’s identity and ownership of the Covered Units and the nature of the Unitholders’ obligations under this Agreement.
Task: Classify this clause i... | Label: Disclosures |
45602ad9-789c-4f79-9e44-472e4abd75c3 | Clause:
The Company is duly organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of organization. The Company is duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which its own... | Label: Organizations |
fa1c2597-b78d-4d68-a269-3fce83426380 | Clause:
Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender and the Discharge of Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Survival |
2ca37ca6-a330-486d-8ab6-100b30ac87da | Clause:
The Investors represent and warrant to the Company that they are the record owners of all of the Debentures, Warrants and Registrable Securities (as defined in the Registration Rights Agreement).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Representations |
0d3d0913-73fd-4b57-bb88-5373bb19f5f3 | Clause:
There is no action, suit or proceeding pending or, to Seller’s knowledge, threatened against Seller in respect of the Business.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Litigations |
00951e8c-0b05-4cdb-93dd-18ab035b8195 | Clause:
(a) Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and other than with respect to any substituted Lender in accordance with Section 2.22 or as required or permitted under Section 2.20, 9.6(i... | Label: Adjustments |
cf8c2779-4a24-4485-8973-8d43896cf855 | Clause:
Each party represents to the other party or parties that the individual or individuals executing this Second Amendment on behalf of such party has the capacity and authority to execute and deliver this Second Amendment on behalf of such party, and that this Second Amendment, once executed and delivered, is the ... | Label: Authority |
ba9c0d44-5475-4c09-8e11-d54155cd5458 | Clause:
The execution, delivery and performance by each of Seller and Guarantor of this Agreement or any Transaction Request hereunder and the Program Agreements do not conflict with any term or provision of the organizational documents of Seller or Guarantor or any law, rule, regulation, order, judgment, writ, injunct... | Label: No Conflicts |
c2991dbe-b7b4-4cea-bf27-fcf34ea03024 | Clause:
The Agreement shall be governed by and interpreted under the laws of the State of Alabama, without regard to its principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Governing Laws |
cdf8bd1b-1a5d-4503-bac4-14bbcdbd08fb | Clause:
Consultant shall provide services under this Agreement during the period beginning on May 1, 2017 through July 31, 2017 or such earlier date elected by the Company pursuant to Section 2.2 (the “ Service Term ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Terms |
c5dc3f3c-d763-499c-9223-643bd8822ef0 | Clause:
All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by express mail or courier or by certified mail, postage prepaid, or by facsimile, to the intended party at the address o... | Label: Notices |
ea613665-236f-4de2-8de8-99a5d9ebefce | Clause:
All of the Subsidiaries of each Seller at the date hereof are listed on Schedule 3 to this Agreement. All Indebtedness of each Seller Party and Servicer (other than Indebtedness created pursuant to this Agreement) is listed on Schedule 5 to this Agreement.
Task: Classify this clause into ONE of these types (e... | Label: Subsidiaries |
3f48ecff-7bf4-4266-87fc-79899d5db5ec | Clause:
BUYER AND SELLER EACH WAIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION BETWEEN THEM RELATED TO THIS AGREEMENT, THE TRANSACTION CONTEMPLATED HEREBY OR THE PROPERTY. The provisions of this Section 16(l) shall survive the Closing and any termination of this Agreement.
Task: Classify this clause into ONE of these types... | Label: Waiver Of Jury Trials |
5ca4100d-dbc8-4b68-8b97-78feee7a55f1 | Clause:
This Amendment Number Ten may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Counterparts |
9b3e888e-6c31-4d78-9f0d-c03f4a10cb02 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 1,000,000,000 shares of Common Stock, of which approximately 241,651,943 shares are issued and outstanding; and (ii) 122,000,000 shares of preferred stock, of which 260,000 are issued and outstanding. Except as disclosed in the ... | Label: Capitalization |
4664c0cf-6eab-42a9-b0b4-9b3f592fd118 | Clause:
This Amendment may be executed in any number of counterparts, all of which when taken together shall be considered 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, Approvals, Arbitrati... | Label: Counterparts |
f3b848fb-234a-41d3-b6ca-479ad033e583 | Clause:
This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by the Corporation and/or any of its subsidiaries and the Grantee relating to the shares of restricted Common Stock that are granted under this Agreement. This Agreement and the Plan const... | Label: Entire Agreements |
86b2fda9-1ccc-417d-be10-73c9a62f5392 | Clause:
The Company will have the power to withhold, or require you to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy Federal, state and local withholding tax requirements with respect to your Award (or settlement thereof), and delivery of Common Shares shall not occu... | Label: Tax Withholdings |
8a769ace-eeab-484a-8fe4-6941682dcb0a | Clause:
Except as Halo and Client may agree in writing from time to time, Halo shall provide at its cost all equipment needed to perform the Manufacturing Services, with the exception of the Client-owned Injection Molding Machines and associated parts. Client has installed the IM Machines at the Manufacturing Site pur... | Label: General |
5dda4fd2-8745-4343-a935-5edabdc89666 | Clause:
This Agreement and the Separation Agreement contain the entire agreement between the Parties concerning the subject matter hereof and supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, express or implied, between the Parties with respect hereto. ... | Label: Entire Agreements |
5ca71746-d36b-4ded-a763-dde6920b4d8a | Clause:
(a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall reasonably request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Pri... | Label: Cooperation |
af06097b-0a57-4317-a07b-f739ebc78659 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY or thereby (WHETHER BASED ON C... | Label: Waiver Of Jury Trials |
1537fdec-f047-4974-9232-e4cb6cef53b5 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A. without giving effect to the principles of conflicts of law (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of... | Label: Governing Laws |
ff705bcf-3f91-4666-920e-441125df3a9f | Clause:
All judicial proceedings brought against the Borrowers with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, g... | Label: Consent To Jurisdiction |
2e1e467c-427e-41ad-9dc0-fb7b21636eef | Clause:
All notices and communications hereunder shall be in writing and, except for communications from the Founder Group and the Investor setting forth, claiming, containing, objecting to or in any way related to the full or partial transfer or distribution of the Founder Shares, including but not limited to transfer... | Label: Notices |
85c6bf3c-0905-4935-b9cd-63662c6e0313 | Clause:
This Agreement may not be amended or canceled except by mutual agreement of the parties in writing.
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: Amendments |
71abb2df-4bb3-44db-ac5e-fc98c4c4d3d4 | Clause:
No Affiliate and no officer or director of any Loan Party or any of its Subsidiaries or any individual related by blood, marriage, adoption or otherwise to any such officer or director, or any Person in which any such officer or director or individual related thereto owns any beneficial interest, is a party to ... | Label: Transactions With Affiliates |
5dd9db1f-e7b3-45a7-8351-e9126ccbaae1 | Clause:
It is the desire and intent of the Parties that the provisions contained in each Section of this Agreement, and within the subsections of such Sections, especially (but in no way limited to) those provisions of Section 5 through Section 8 , inclusive, hereof are intended to be separate and divisible, severable ... | Label: Severability |
c9eb97e2-2ddc-40cd-92ba-b30f186105d8 | Clause:
The period during which the Consultant shall be obligated to provide the consulting services required to be provided by this Agreement (the "Term") shall begin on May 4, 2017 and shall end on October 31, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Terms |
b7f65070-29a1-4614-9630-b4664237b554 | Clause:
The employment of Executive with the Company under this Agreement shall commence on April 17, 2017 (the “Commencement Date”) and shall continue through June 30, 2021 (the “Initial Term”), subject to the terms and provisions of this Agreement. After the expiration of the Initial Term, this Agreement shall be aut... | Label: Terms |
1da0ca59-1962-4a95-b369-f26a4ea31327 | Clause:
The Agreement and all of the other Credit Documents are the legal, valid and binding obligations of Borrower, and are enforceable against Borrower in accordance with their terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Enforceability |
e54f4fc8-749f-4b40-bc40-3c7012601680 | Clause:
Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of January 1, 2017, among Ford Credit Auto Owner Trust 2017-A, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer. Appendix... | Label: Definitions |
af78eddb-1aa1-4aef-af32-1fd323a55833 | Clause:
The Loan Parties are, together with their Subsidiaries on a Consolidated basis, 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, Authority, Authorizations, B... | Label: Solvency |
39be907f-3a38-459d-b0a3-c6280ba23399 | Clause:
At any time, either Assembly or Allergan may (a) with respect to obligations owed to it or the performance of other acts for its benefit, extend the time for the performance of such obligations or such other acts to be performed hereunder by the other, (b) waive any inaccuracies in the representations and warra... | Label: Waivers |
02425bdd-afea-4ce1-ba7e-cb55acabea7d | Clause:
The proceeds of the DIP Loans shall be used by the Borrower solely for the following purposes, in each case, in accordance with and subject to the Interim Order or Final Order, as applicable, and the Approved Budget: (i) for general corporate and working capital purposes, (ii) for the payment of restructuring c... | Label: Use Of Proceeds |
fcf840d0-3ca2-4ddd-accb-dc14d667a1b1 | Clause:
Each and every representation and warranty of Purchaser set forth in Section 8.3 above shall be materially true, complete and correct as of the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Representations |
ae9e8954-60da-4e08-8de0-b69d23b248a3 | Clause:
Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel, the Head of Human Resources, or any other administrative agent designated by the Committee. Any notice hereunder by the Company shall be g... | Label: Notices |
ec23a3e9-542a-41b2-bb05-cfa2bc5b267e | Clause:
Following the Distribution, (i) each of CEC and CEOC will not (and will cause each CEC Entity not to) take any action (or refrain from taking any action) which (x) is inconsistent with the facts presented and the representations made prior to the Effective Date in the Tax Materials or (y) could reasonably be ex... | Label: General |
33b92f5d-8076-4070-9de1-e9481ee735ea | Clause:
The exercise of the SARs shall be subject to compliance by the Company and the Grantee with all Applicable Laws, including the requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. The Grantee may not exercise the SARs if such exercise would violate any applicable Feder... | Label: Compliance With Laws |
f643686e-95f8-49ec-a2aa-17c20b18397e | Clause:
Executive represents and warrants that: (1) he has had the opportunity to review this Amendment with counsel of his own selection before signing it, (2) he has carefully read and understands this Amendment, and (3) he acknowledges that he is bound by the Company’s Nondisclosure, Confidentiality, Assignment and ... | Label: Representations |
a86afbf9-c952-4104-b707-9d3a8dc6e20e | Clause:
As of the Agreement Date, Schedule 6.1(f) is a complete and correct listing of all real property owned or leased by the Borrower or its Subsidiaries or with respect to which the Borrower or one of its Subsidiaries holds an EPR Senior First Mortgage or similar mortgage. Each such Person has good, marketable and... | Label: Liens |
22d85155-0732-4496-9f73-9e39ef588005 | Clause:
In the event of the Executive’s Involuntary Termination, if the Executive (i) reconfirms and agrees to abide by the covenants described in Section 14(a) and Section 14(c) above, (ii) executes the Release within fifty (50) days after the date of Involuntary Termination and does not revoke such Release in accorda... | Label: Releases |
c58cc966-b436-4e00-8271-1fb2ecca7f60 | Clause:
This Certificate shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America, regardless of the law that might be applied under principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Governing Laws |
08678028-b25e-4750-a855-246f6dfb7965 | Clause:
This Agreement, together with the Indemnification Agreement, Proprietary Information Agreement and the equity award agreements covering Executive’s equity awards, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agr... | Label: Integration |
bd1e80dd-2bfd-4a60-9f0a-c8078316400a | Clause:
Neither the Board nor the Administrator, nor any members of either, nor any employees of the Company or any parent, subsidiary, or other Affiliate, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities with respect to th... | Label: Indemnity |
531c9067-eb7d-4db1-8790-6988400be865 | Clause:
The Units that vest in accordance with the terms of Section 2 shall be paid to the Holder in shares of unrestricted Stock or deferred stock units pursuant to Section 6.13(k); provided, however, that no fractional share of Stock shall be issued pursuant to the Award. All shares of Stock payable pursuant to this ... | Label: Payments |
26a15ae2-3f69-488a-bc84-4f1c4e576be1 | Clause:
Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or other employee of the Company, its Parent or Subsidiaries, the Company’s independent certified public accountants or any executive compensation consultant, legal ... | Label: Indemnifications |
3ab44704-0f7f-4201-894e-d76628f75438 | Clause:
Notwithstanding any default provision in the Plan to the contrary, subject to all applicable laws, if the Participant ceases to be a member of the Company’s Board of Directors for any reason before the occurrence of a vesting event set forth in Section 2 above, any unvested Restricted Stock Units shall be forfe... | Label: Forfeitures |
ffcb6758-6232-42fe-acba-6c077e72f612 | Clause:
The representations and warranties of the Unitholders contained herein shall not survive the closing of the transactions contemplated hereby and by the Merger Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Warranties |
c815ca51-e78d-4b8b-8158-6145f3372893 | Clause:
This is a Florida contract and shall be construed under and be governed in all respects by the laws of the State of Florida , without giving effect to the conflict of laws principles of such State. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law ... | Label: Governing Laws |
b360d091-50a8-4f92-a124-c4dc91d7fe15 | Clause:
All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, if delivered personally or by courier, (ii) when sent by facsimile (with written confirmation of receipt), provided that a copy is mailed... | Label: Notices |
f5c13138-3f34-4d8d-a8d4-9059f0b3adc2 | Clause:
Each of the Parent, the Borrower, any other Loan Party and any of their respective Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested i... | Label: Taxes |
37be76a9-285c-4778-8808-595e5e56b745 | Clause:
During the Term of Employment, the Executive shall be employed as the Executive Vice President and Chief Legal Officer. In carrying out his duties under this Agreement, the Executive shall report directly to the President and/or Chief Executive Officer of the Company. During the Term of Employment, the Executiv... | Label: Titles |
6dfbfcd8-d284-45aa-9d16-63ea3ee2cfac | Clause:
In the event the Borrower should default under any of the provisions of this Loan Agreement and the Authority or the Trustee should employ attorneys or incur other expenses for the collection of the payments due under this Loan Agreement or the enforcement of performance or observance of any obligation or agree... | Label: Expenses |
9731c880-9092-4302-b9e2-b70a3570c89b | Clause:
To the extent legally required, the Code and ERISA shall govern the Plan and, if any provision hereof is in violation of any applicable requirement thereof, the Employer reserves the right to retroactively amend the Plan to comply therewith. To the extent not governed by the Code and ERISA, the Plan shall be go... | Label: Governing Laws |
6ec342db-553c-47bb-afa9-a6bc86def5a1 | Clause:
Seller will use its commercially reasonable efforts to keep confidential all information relating to the terms of this Agreement and all information relating to Purchaser (other than information that is a matter of public knowledge or that has heretofore been or is hereafter published in any publication for pub... | Label: Confidentiality |
ae32639c-a924-4c5a-b9f6-0c81380a885d | Clause:
This Termination Agreement contains the entire agreement among the parties with respect to the transactions contemplated hereby, and supersedes all prior agreements, written or oral, with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Entire Agreements |
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