id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
f0b12271-83d5-461d-95d1-3c7716fcbff4 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE LAWS OF WHICH THE BORROWER HEREBY EXPRESSLY ELECTS TO APPLY TO THIS AGREEMENT, WITHOUT GIVING EFFECT TO PROVISIONS FOR CHOICE OF LAW THEREUNDER. THE BORROWER AGREES THAT ANY ACTION OR PROC... | Label: Applicable Laws |
4538bc55-8f77-4de3-9255-20d977c354c7 | Clause:
Executive shall be entitled to indemnification as an officer of the Company as provided in the Indemnification Agreement entered into with the Company dated January 23, 2017 (the “ Indemnification Agreement ”), along with the applicable provisions of the Company’s director and officer liability insurance (if an... | Label: Indemnifications |
9fa9ae8f-7f77-427c-a8dd-6726302ac427 | Clause:
Any notice under this Plan shall be in writing and shall be effective when actually delivered or, if mailed, when deposited as first class mail postage prepaid. Mail shall be directed to the Company or Committee at the Company’s main administrative offices, to the Participant at the Participant’s last known hom... | Label: Notices |
086e741c-4f8d-4795-b0cc-30426022253b | Clause:
If any suit, arbitration or other proceeding is commenced by any Party that in any way arises out of, or relates to, this Guaranty, then the prevailing party in such proceeding shall be entitled to recover reasonable attorneys’ and expert witness fees and costs against each non-prevailing Party. Any judgment or... | Label: Costs |
8b23719a-42cc-4aa2-89b9-28f6d2665090 | Clause:
This Third Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Third Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Counterparts |
996daf4d-d981-435e-a4e2-19fe9e26786a | Clause:
The Company and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promot... | Label: Anti-Corruption Laws |
3543aec9-18a9-413e-a239-b8a1ee97a794 | Clause:
Enter into, or permit any Restricted Subsidiaries to enter into, any Sale and Leaseback Transaction with respect to any material property or assets owned by the Parent Borrower or any Restricted Subsidiary on the Closing Date to any Person (other than the Parent Borrower or any Restricted Subsidiary) with the i... | Label: Sales |
2e012e23-1204-4a53-a831-8a7925853673 | Clause:
Notices and communications under this Award Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: ScanSource, Inc., 6 Logue Court, Greenville, SC 29615, Attn: S... | Label: Notices |
3d08edbe-b34c-4e1b-869e-015dcbcec48f | Clause:
Except as disclosed in the SEC Documents or as set forth on Schedule 4.9, there are no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties, nor has the Company received any written or oral noti... | Label: Litigations |
681ccbd7-4a7a-4b66-9953-5420282fe287 | Clause:
Pledgor hereby agrees that at any time and from time to time, at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Agent may reasonably request, in order to perfect and protect any security interest... | Label: Further Assurances |
807c51dc-d7d0-4217-8e05-4a904df78083 | Clause:
The Employee further agrees that, subject to reimbursement of the Employee’s reasonable expenses, the Employee will cooperate fully with the Company, its successors and assigns, and their counsel with respect to any matter (including litigation, investigations, or governmental proceedings) in which the Employee... | Label: Cooperation |
a768b13e-f477-43d6-bf1f-4aa56365c992 | Clause:
Purchaser shall have received all such other and further documents, documentation and legal opinions (including, without limitation, opinions regarding the perfection of Purchaser’s security interests) as Purchaser shall have required.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Further Assurances |
bde2a14b-7a8e-421e-ae15-f03386e622ab | Clause:
THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORAD APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED... | Label: Governing Laws |
ff978521-aec4-4b65-9585-46325a859693 | Clause:
The Loan Documents shall be construed in accordance with and governed by the laws of the State of South Carolina, except that the provisions for the creation, perfection and enforcement of the lien(s) and security interest(s) created under the Loan Documents shall be governed by the jurisdiction in which the Co... | Label: Applicable Laws |
fb0c0419-ad87-4d95-b5a5-6fe3be3651f9 | Clause:
If a Change in Control shall occur, the provisions of Sections 5 and 6 shall immediately terminate and be of no further force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Change In Control |
95c15420-e0d2-45a7-a2bd-85a02e21c7d7 | Clause:
This Plan will bind any successor (a “ Successor ”) to all or substantially all of the business or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would have been obligated under this Plan if no such ... | Label: Successors |
2d263eb9-0bb2-4c25-a86f-ac54bb3020e0 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Governing Laws |
13e75abe-1958-463a-8d6d-518fc3db954d | Clause:
Every provision for notice pursuant to this Mortgage shall be given in accordance with the notice provisions of the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Notices |
7a9cccbd-4933-496f-871e-4ed170fed080 | Clause:
This Agreement shall be governed by the laws of the State of Nevada as such laws are applied to agreements between Nevada residents entered into and to be performed entirely within the State of Nevada.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Applicable Laws |
0ca784fd-6e3f-4cb5-b83e-ed85046ac9bd | Clause:
The Company or any Subsidiary, as applicable, shall have the right to (i) withhold from any cash payment made under the Plan or any other compensation or payments owed to a Participant an amount sufficient to cover any required withholding taxes (including income taxes, social insurance contributions, payments ... | Label: Tax Withholdings |
16a4a882-2ba2-469d-82eb-33d2195f3ab7 | Clause:
The effective date of the Plan is September 23, 2009. The Plan shall not become effective unless and until it is approved by the requisite percentage of the holders of the Common Stock of the Company. The Plan shall terminate on, and no award shall be granted hereunder on or after, the 10-year anniversary of th... | Label: Effective Dates |
c9f73920-e78d-4df8-9a85-f390b1bb415c | Clause:
Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, no claims or other Actions are pending or, to the Knowledge of Seller, threatened in writing, and since January 1, 2015, no Asset Seller Entity has received any written notice or claim alleging that any... | Label: Intellectual Property |
f1042eb7-4884-4b81-88c9-fb97264c4945 | Clause:
Neither this Amendment, nor shall Lender’s agreement to make the Additional Advance, be deemed or construed in any manner as a waiver by the Lender of any claims, Proceedings, defaults, Events of Default, breaches or misrepresentations by the Credit Parties under the Credit Agreement, any other Loan Documents, ... | Label: No Waivers |
0d0446a3-87d0-46f5-bb56-841eb1ca50d8 | Clause:
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Lender or any assignment of rights by, or the replacement of the Lender, the termination of the Commitment and the repayment, satisfaction or discharge of all other Obligations.
Task: Classify this clause into... | Label: Survival |
f3f09fd0-74af-4431-8ee8-f390274ce350 | Clause:
None of Seller or the Company has admitted in writing its inability to pay its debts generally as they become due, is subject to a present filing against it of a petition in bankruptcy or a petition to take advantage of any insolvency act, is subject to a present assignment for the benefit of creditors, has con... | Label: Solvency |
b6c133c8-58c5-4e4c-af9b-f9640fbf9f58 | Clause:
The Lender agrees that concurrently with its execution of this Agreement, it is executing and delivering to the Company an Assignment and Termination of Net Profits Interest in the form attached as Exhibit B , terminating all rights and obligations under the Assignment of Net Profits Interest dated as of Aug... | Label: Assignments |
476ac407-6639-406b-b680-2f0a1bdf0d70 | Clause:
The Bank shall employ Executive to serve as Executive Vice President & Chief Lending Officer — Commercial and Industrial of the Bank and Executive Vice President of Bancorp, a publicly traded corporation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Positions |
7f1ee0dc-ae3c-4973-a03c-c24b3ac69959 | Clause:
Create any direct or indirect subsidiary of Borrower.
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 Effec... | Label: Subsidiaries |
2f41e5d7-be77-4ab2-a0f9-33388016eb9a | Clause:
Notwithstanding Section 3(a) of this Agreement, all unvested RSUs shall become fully vested as of the occurrence of 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, A... | Label: Change In Control |
057cdc5b-bdb6-44cf-8efc-c1043144a92a | Clause:
The number of SSARs and/or the Conversion Price are subject to adjustment by the Compensation Committee of the Board of Directors of the Company (the “Committee”) in the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of the Common S... | Label: Adjustments |
5f2311be-bae4-4799-acfb-3ebfe289687b | Clause:
This Agreement is personal and not assignable by Dehaemers. This Agreement may be assigned by the Company or any Partnership Entity without notice to or consent of any other party of this Agreement; provided that, such assignment must be to a Constituent Company. Except as described in the preceding sentence, t... | Label: Assignments |
b00ba841-3b8a-400d-83e7-5a432832a2d0 | Clause:
On one or more Closing Dates, 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 each of the Purchasers, severally and not jointly, agrees to purchase the Shares at a pri... | Label: Closings |
82f862a6-1031-4944-ac75-bd31aa09f7bd | Clause:
Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued, and th... | Label: Amendments |
9b40431b-ecb2-41a1-9192-3e67631b48e1 | Clause:
The Issuer, the Company and the Guarantors hereby submit to the non-exclusive jurisdiction of any U.S. federal or state court located in the Borough of Manhattan, the City and County of New York in any action, suit or proceeding arising out of or relating to or based upon this Agreement or any of the transactio... | Label: Consent To Jurisdiction |
670743e8-42dc-4142-9836-d6f5068b4922 | Clause:
The Company shall withhold from any amount or property payable hereunder all Federal, state, city or other income or employment taxes required by law to be withheld.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Tax Withholdings |
d124dbd4-0e80-4c1b-bf0d-b6fe8a18ecd2 | Clause:
Headings used herein are included solely for convenience of reference and shall not alter the meaning or interpretation of any of the provisions of this Program.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Headings |
f5486261-22b7-4a7e-ab41-4e6629a5f432 | Clause:
Any notice, demand or other communication which may or is required to be given under this Agreement must be in writing and must be: (a) personally delivered; (b) transmitted by United States postage prepaid mail, registered or certified mail, return receipt requested; (c) transmitted by reputable overnight cour... | Label: Notices |
de63dc1f-bee6-4e0e-9bf4-addf73c5ecaa | Clause:
The Executive acknowledges and agrees that his obligations provided herein are necessary and reasonable in order to protect the Company and its affiliates and their respective business and the Executive expressly agrees that monetary damages would be inadequate to compensate the Company and/or its affiliates fo... | Label: Remedies |
0c931bd9-206b-433b-a22c-9d3578f433b2 | Clause:
This Agreement is the product of negotiations among the Parties, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or... | Label: Interpretations |
6e90d64f-61a7-439c-9601-35df458e3e3b | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the ... | Label: Payments |
f474f72a-f0dd-4d85-a832-d98c52828489 | Clause:
Employer shall have the right to deduct or withhold from the compensation due to Employee hereunder any and all sums required for federal income and social security taxes and all state or local taxes now applicable or that may be enacted and become applicable in the future, for which withholding is required by ... | Label: Tax Withholdings |
151f39f5-ec7e-4e12-88df-20823984521a | Clause:
The Company may withhold all federal, state, and local income and employment taxes relating to Termination Benefits as required under applicable laws and regulations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Withholdings |
79745baa-5874-4ed2-8de8-305a81918e9a | Clause:
No Loan Party nor any of its Restricted Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound in any re... | Label: No Defaults |
eef58ceb-b874-4985-8af9-b876f00febae | Clause:
No Unrestricted Subsidiary Loan shall accrue interest.
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 Effe... | Label: Interests |
42733f95-6041-44e7-89d0-877498ae3fbe | Clause:
(a) Except as specifically provided in Section 18(d), no provisions of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by Executive and Olin. No waiver by either party hereto at any time of any breach by the other party hereto of,... | Label: Miscellaneous |
ea576214-c131-45aa-8944-2fc9ebff8a2d | Clause:
For purposes of this Section 2.16, the term " Lender " includes any Issuing Bank and the term " applicable law " includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Defined Terms |
38ee791e-c91b-43ae-a94b-62c850791f95 | Clause:
This Guaranty and all obligations (other than those expressly stated to survive such termination) of each Guarantor hereunder shall terminate and the Guarantors shall be automatically released from their obligations under this Guaranty (other than those expressly stated to survive such termination), all without... | Label: Terminations |
9d385022-3d83-4cca-b8d5-c46946d8f0db | Clause:
This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws provisions.
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: Governing Laws |
fa4c840b-db3e-470e-b9fe-24fb6dd67015 | Clause:
If Executive ceases to serve as Vice President and Chief Financial Officer of the Company due to Executive’s resignation or removal for cause at time prior to the date on which the Company completes its initial Business Combination, all of the Insider Shares granted hereunder will be automatically forfeited by ... | Label: Forfeitures |
5cdf1740-1f25-4ac2-a763-e7788c7b4e6e | Clause:
There is no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official which (a) could reasonably be expected to have a material adverse effec... | Label: Litigations |
b8f07295-95a3-43bc-bf3e-d5080bbfe551 | Clause:
In the event of termination of the employment of the Holder for any reason other than those specified in Sections 8.2, 8.3, 8.4 or 9, the LTI will terminate as follows: (i) the Holder’s unvested EIX Options will terminate for no value as of the date such employment terminates, (ii) the Holder’s vested EIX Optio... | Label: General |
6239df9d-b9e3-4187-94b8-b6ebf0b1e2a1 | Clause:
Grantee understands, acknowledges, agrees and hereby stipulates that any and all actual, threatened or attempted violations of any and all covenants in this Agreement (including, without limitation, covenants in this Section 5), challenges of or to the enforceability of any such covenants and/or findings of une... | Label: Remedies |
c3a690c3-6d28-416f-9478-936f94059b81 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
fb0f126a-d0c0-4497-84b1-344be1a88958 | Clause:
The Plan, this Cash Award Agreement and the Appendix constitute the entire agreement and understanding of the parties with respect to the subject matter of the Cash Award Agreement, and supersede all prior understandings and agreements, whether oral or written, between the parties with respect to the subject ma... | Label: Entire Agreements |
2ba1b9b5-e2e4-4585-9484-0c67ad492447 | Clause:
The Issuer, the Company, the Guarantors and each of their respective subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which thei... | Label: Organizations |
68046f7a-831a-4efc-b19d-fa2d80e81221 | Clause:
Each of the Company and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, service marks, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted (the “ Intellectual Property ”) except for those the failure to own or license which co... | Label: Intellectual Property |
5ad2f5ca-5e2a-4a61-a2cb-069bfdf6fff4 | Clause:
This Agreement, together with the Plan, contains the entire agreement between the parties with respect to the subject matter and supersedes any and all prior understandings, agreements or correspondence between the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Entire Agreements |
f5376de0-69ab-425e-8d75-bb0dfb63536b | Clause:
The Borrower will use the proceeds of (a) the Initial Term Loans to pay Transaction Costs and for working capital requirements and for general corporate purposes of the Borrower or its Subsidiaries, including the financing of acquisitions, other Investments and dividends and other distributions on account of th... | Label: Use Of Proceeds |
cf34da1e-0c72-45b5-853a-377b331a99ee | Clause:
Restricted Stock shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a Restricted Stock Agreement. Unless otherwise specifically determined by the Committee, the vesting of an Award of R... | Label: Vesting |
a5f10507-9b80-443a-8c06-5f20d57844f7 | Clause:
Section headings in this Reaffirmation, Amendment and Joinder are included herein for convenience of reference only and shall not constitute part of this Reaffirmation, Amendment and Joinder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Headings |
13123da3-66d2-46c0-9b34-cee1bfe24f3b | Clause:
This Agreement shall be interpreted and administered in a manner so that any amount payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued t... | Label: General |
45d1f420-db2b-469a-a32e-c92c7239afee | Clause:
Executive is expected and is authorized to incur reasonable expenses in the performance of his duties hereunder. The Employer shall reimburse Executive for all such expenses reasonably and actually incurred in accordance with policies which may be adopted from time to time by the Employer promptly upon periodic... | Label: Expenses |
f750329f-e3d5-478e-aa53-ffb1f6c12221 | Clause:
Without limiting the Obligations of Borrower hereunder, each Lender agrees to indemnify Administrative Agent, ratably in accordance with its Proportionate Share for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature... | Label: Indemnifications |
4ee7b2b0-3ed7-4280-a84d-099c2becc3c8 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) . Except 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 stoc... | Label: Capitalization |
0fcc35ea-9345-4863-894a-f94ca0fca3a3 | Clause:
This Agreement may be signed in one or more counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall constitute an original and all of which together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (ex... | Label: Counterparts |
225735c5-b62c-41c9-8cd1-b8f2fa321d45 | Clause:
To their knowledge, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for ... | Label: Intellectual Property |
58db2d7b-4a8f-42e7-8bc3-64f66fc17b43 | Clause:
It is understood and agreed that your service as Executive Chairman of the Company shall terminate upon the earlier of: (i) your voluntarily resignation as Executive Chairman of the Company; provided that you shall provide 90 days’ prior written notice to the Company; (ii) your resignation as Executive Chairman... | Label: Terminations |
8ebf1bc6-5d21-419f-9c0c-702651c9c8d8 | Clause:
The Plan may be amended or terminated by the Company at any time and in any manner prior to the happening of any event in connection with or in anticipation of a Change of Control that actually occurs, provided that no amendment or termination shall adversely affect the rights and benefits of Participants with ... | Label: Terminations |
d002c150-6cd1-4641-935a-fe6e5de8ea49 | Clause:
All references in this Note to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference.
Task: Classify this clause into ONE of... | Label: Headings |
41aa7e0f-29bb-4cf1-8c28-140844da6fd1 | Clause:
LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING... | Label: Waiver Of Jury Trials |
4e18c7a2-cb3b-49bc-af70-f84fd3bf92c2 | Clause:
This Transfer Agreement shall be governed by and construed in accordance with the internal law of the State of New York, without regard to any conflicts of law provisions which would require the application of the law of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Governing Laws |
367915f0-79f1-4d40-bb6d-6b2d05e9a65c | Clause:
The Closing shall occur in person or by electronic means at Marathon’s offices on May 12, 2015 at 10:00 a.m. Central Standard Time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Closings |
7ce07303-980b-47d9-a294-7a1e8286467e | Clause:
The capitalized terms used herein shall have the meanings set forth below in this Section 1.1 unless otherwise expressly defined in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Definitions |
762c5bb7-1f53-4e56-956e-1608fdb7ddea | Clause:
Notwithstanding anything to the contrary contained herein, the provisions of Section 4 , Section 9 , Section 10 and Section 12 will survive the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Survival |
468c6315-5e01-416c-a3f1-dd713a080ef6 | Clause:
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company ’ s principal corporate offices. Any notice required to be delivered to the Director under this Agreement shall be in writing and addressed to the Director at ... | Label: Notices |
8aedc977-259a-457a-8b17-c560bf0ef282 | Clause:
The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.
Task: Classify this clause into ONE o... | Label: Expenses |
8b4b89e8-c880-44d9-a709-d4b77e5ffb30 | Clause:
The Administrative Agent shall have received (A) the audited Consolidated balance sheet of Holdings and its Subsidiaries as of December 29, 2013, December 30, 2012, March 15, 2012 and March 17, 2011 and the related audited statements of income and retained earnings and cash flows for the respective Fiscal Years... | Label: Financial Statements |
6a079ff8-b71a-4f15-85e5-1744ba0110a4 | Clause:
Other than as described on Schedule 5 hereto, as of the Closing Date, it (i) has filed all tax returns (federal, state and local) which it reasonably believes are required to be filed and has paid or made adequate provision in its GAAP financial statements for the payment of all taxes, assessments and other gov... | Label: Taxes |
73774674-c27a-4fd7-a636-9edb56b3b858 | Clause:
Borrower shall pay and otherwise perform, and/or shall cause the payment and performance of, the Obligations in accordance with the terms of this Agreement and the other Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Payments |
893f8d5d-add8-4221-b19a-8d402221c0ae | Clause:
The Loan Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documents) that are required under the Collateral Documents or this Agreement t... | Label: Further Assurances |
327e1260-0de4-4dfe-8d3d-2adf466f473f | Clause:
Change its name or its jurisdiction of formation or relocate its chief executive office without prior written notification to DPW; engage in any business, or permit any of its Subsidiaries to engage in any business, other than or reasonably related or incidental to the businesses currently engaged in by each Bo... | Label: Change In Control |
fd60e78b-6430-49f4-9fc5-c6e054f7bae2 | Clause:
The Borrower shall pay to the Administrative Agent such fees as are required under the Fee Letter, and any such other fees as shall have been separately agreed upon in writing, in each case in the amounts and at the times so specified. Except as otherwise provided in any written agreement among the Borrower an... | Label: Fees |
cfde0ca4-7bcc-4186-8093-2032f2267fae | Clause:
Executive will be covered under the Company’s insurance policies (including reasonable and customary directors and officers (“D&O”) insurance) and, subject to applicable law, will be provided indemnification to the maximum extent permitted by the Company’s bylaws, certificate of incorporation and standard form ... | Label: Indemnifications |
74981e12-b641-4a47-b7a9-a2305c5236f1 | Clause:
If there is any change in the Common Stock of the Company by reason of any extraordinary dividend, stock dividend, spin-off, split-up, spin-out, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all a... | Label: Adjustments |
f90a4b96-eb61-4ad7-9865-a6af69b31255 | Clause:
The Company hereby engages the Executive to provide during the Consulting Term such services of a consulting or advisory nature as the Company may reasonably request with respect to its business. The Executive will primarily provide consulting services with respect to the transition of leadership to a new Chief... | Label: Duties |
92330a22-f517-45e1-97bc-55c8c3af2637 | Clause:
The section headings of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Headings |
985bc556-fe8a-4bf4-86fd-c8928755bc23 | Clause:
This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, the Issuing Lender, the Swingline Lender and/or the Arranger, constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and al... | Label: Entire Agreements |
d9ab74ec-bf05-45e0-abbc-4ba179eadea8 | Clause:
This Guaranty and the rights and obligations of Guarantor and Lender hereunder shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the state of Oregon, without regard to conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Applicable Laws |
4ff1e67d-70ed-431f-80e5-5023f029b982 | Clause:
(a) The Borrower agrees that from time to time, at the expense of the Borrower, the Borrower will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be necessary or desirable, or that the Collateral Agent may reasonably request, i... | Label: Further Assurances |
fe1fc99a-e304-4c8c-8a1c-f3dfa037cbc7 | Clause:
All capitalized terms not defined in this letter agreement have the meaning assigned to them in the XSense Licenses. Except as expressly stated in this letter agreement, the terms and conditions of such XSense licenses remain in full force and effect. However, if there is a conflict between the terms of this le... | Label: General |
16fd571f-7616-47f5-8737-d240055e90b6 | Clause:
This Agreement, and the legal relations between the parties, shall be governed by and construed in accordance with the laws of the State of Connecticut without regard to conflicts of law doctrines and any court action arising out of this Agreement shall be brought in any court of competent jurisdiction within t... | Label: Governing Laws |
189d5b9e-f946-4339-aa0b-5479cd6222cc | Clause:
To the extent permitted under Section 409A, there shall be deducted from the vested Award Amount the number of shares of Common Stock necessary to cover the amount of any tax required by any governmental authority to be withheld from Employee and paid over by the Company to such governmental authority for the a... | Label: Tax Withholdings |
41652900-1368-4b91-94cc-c152c5122fa0 | Clause:
Except as set forth on Schedule 3.10 , 12RT does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations. Each subsidiary of 12RT is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction... | Label: Subsidiaries |
c99a05b3-9bd8-43ad-8b2b-4ceb749b7093 | Clause:
The Company and its subsidiaries have timely filed all material tax returns required to be filed through the date hereof (subject to any permitted extensions) and (i) the Company and its subsidiaries have paid all federal and state income taxes (other than with respect to immaterial amounts being contested in g... | Label: Taxes |
97a6e886-b866-4649-9f04-1c5c67131f52 | Clause:
This Agreement, together with any other agreements entered into on the date hereof between the Limited Partner and the Partnership or its Affiliates, contains the entire agreement and understanding among the parties as to the subject matter hereof and supersedes and replaces any prior oral or written agreements... | Label: Entire Agreements |
67863921-c717-46bc-93c2-cb776e00180b | Clause:
Any dispute or disagreement regarding this Agreement or relating to the performance of Services for Company under this Agreement shall be settled by final and binding arbitration conducted in Dallas, Texas under the Commercial Arbitration Rules of America by the American Arbitration Association. The parties hav... | Label: Arbitration |
66f5daa3-bdbf-4ed5-867c-b1050d847f55 | Clause:
No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Option or the Investment Agreement, if the Company willfull... | Label: Expenses |
015acbbf-6e3b-465a-865a-d4148415e0e2 | Clause:
Neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties, provided , however , that (a) the Initial Investors may assign its rights, interests... | Label: Assignments |
f5f6645b-41c6-41cd-8ea2-d81da9356ded | Clause:
The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The term “ you ” and “ your ” refer to the Awardee named in... | Label: Miscellaneous |
473acebd-2357-42aa-8124-f7214a3f4b5d | Clause:
It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and the Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan as are consiste... | Label: Duties |
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