id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
8c5a207e-fe9b-4db6-86e0-244278eccc7f | Clause:
No Loan Party nor any of its Subsidiaries is in violation of any Sanctions. No Loan Party nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC, the European Union or any of the governmental institutions and agencies of an... | Label: Sanctions |
bda98a6d-06af-4df5-8a95-800e9a52a7f2 | Clause:
Any communications between Lender and Guarantor and any notices or requests provided herein to be given may be given by delivering or mailing by certified mail, postage prepaid, return receipt requested, (a) to Lender at its address set forth on the first page of this Guaranty, and (b) to Guarantor at the addre... | Label: Notices |
58f4dcf3-6ffd-419c-9c7d-babcc7421ea9 | Clause:
Each Party will establish and maintain true and accurate books, records and accounts relating to their own transactions under this Agreement with respect to all Prices charged, payments made, and quantities of Product delivered hereunder. These books, records and accounts will be preserved by the applicable Pa... | Label: Records |
de42f602-c6bf-41c0-a9aa-3d0817b9c86e | Clause:
Any notices regarding acceptance, rejection, revocation or any other matters arising under this Agreement shall be sent by a method of delivery which provides a receipt of delivery and shall be addressed as provided below. Any change of contact information listed below shall be promptly reported to the other pa... | Label: Notices |
b43bfb51-7a40-466c-8063-a485e068bfab | Clause:
THE BORROWER AND EACH OTHER BORROWER PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE AGENT, ANY LENDER, ANY ISSUING LENDER, THE SWINGLINE LEN... | Label: Submission To Jurisdiction |
2ebed4a3-c12d-4f7a-a4db-cbc8e35cf9e0 | Clause:
This AMENDMENT may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. In the event that any signature is delivered by facsimil... | Label: Counterparts |
30b1462e-dc31-4373-90b1-73f5a489138f | Clause:
Parent fails to comply with (a) the laws and regulations applicable to Parent (including, without limitation, ERISA) wherever its business is conducted, (b) the provisions of its charter documents and by‑laws, (c) any agreements and instruments by which it or any of its properties may be bound, or (d) any decre... | Label: Compliance With Laws |
de02774d-314c-4bd6-8361-2f3fbbc3043e | Clause:
The Borrower is a Delaware limited partnership. The Parent MLP, the Borrower and each other Restricted Subsidiary: (a) is duly organized or formed, legally existing and in good standing, if applicable, under the laws of the jurisdiction of its formation, except where failure to so exist or remain in good standi... | Label: Existence |
057f03d8-ab24-436b-8502-9260dd4cc5bd | Clause:
No representation or warranty by Purchaser contained in this Agreement or in any of the Transaction Documentation, and no statement contained in any document, certificate or other instrument delivered or to be delivered by or on behalf of Purchaser or any Purchaser Subsidiary pursuant to this Agreement or there... | Label: Disclosures |
d114b641-eefb-4a39-b0b4-bf608dd9029c | Clause:
The Company shall file a Current Report on Form 8-K, including the Transaction Documents and a press release describing the transactions contemplated herein as exhibits thereto, with the SEC within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents t... | Label: Publicity |
db245ff6-7201-421d-b05d-373c315a68f4 | Clause:
This Agreement may be executed in one or more counterparts, any one of which may be by portable document format (.pdf), by electronic means (including docusign or the like) or facsimile, and all of which taken together shall constitute one and the same instrument. A signed copy of this Agreement delivered by f... | Label: Counterparts |
e7c67efb-e874-411d-8c78-68e3f37ed8ac | Clause:
There are no suits, arbitrations, claims, disputes or other proceedings (including, without limitation, any civil, criminal, administrative or environmental proceedings), pending or, to the best of the Borrower’s knowledge, threatened against or affecting the Borrower or any of the Properties, the adverse deter... | Label: Litigations |
d1badf07-fe2c-46b1-a961-441462776c03 | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts... | Label: Governing Laws |
72d52275-2d40-439b-b4d8-6a81cb6a3011 | Clause:
This Guaranty may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement. Delivery of an executed counterpart of ... | Label: Counterparts |
37c2b965-46a8-4742-b1ef-a846330d4532 | Clause:
The execution, delivery and performance of the PMH Documents by PMH do not conflict with or constitute a default under, or result in the creation or imposition of any lien (other than pursuant to the PMH Documents) under, any material servicing agreement, participation agreement, agreement, partnership agreemen... | Label: No Conflicts |
2abce429-0925-4688-a21f-5fe29dc99257 | Clause:
If within six months prior to, or within a year after a Change-in-Control , as defined by U. S. Treasury guidelines, the executive is involuntarily terminated or if he terminates employment for good reason, any outstanding awards would vest immediately at the target performance level on a prorated basis.
Task:... | Label: Change In Control |
9166aef4-9db9-4c38-9793-a439f6cd195d | Clause:
The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits incl... | Label: Financial Statements |
bf6481e3-d2df-4283-9dd1-29ce1dacea93 | Clause:
Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Docu... | Label: Amendments |
36e6d133-2685-414a-95bb-2e18d2d916e6 | Clause:
For the purpose of the Plan, and except as specifically set forth herein, notices and all other communications provided for in the Plan shall be in writing and shall be deemed to have been duly given when hand-delivered or mailed by United States certified mail, return receipt requested, postage prepaid, addres... | Label: Notices |
dcf3e0a8-03f3-408c-9c2e-60d039236c78 | Clause:
The Lenders, the Administrative Agent, the Syndication Agent and the Collateral Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date.
Task: Classify this claus... | Label: Fees |
b8f8e837-d2e2-4494-b168-fec642595f95 | Clause:
Each Loan Party will, and will cause each of its Subsidiaries to, at Borrowers’ expense, maintain insurance respecting each of each Loan Party’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or simil... | Label: Insurances |
73711def-2b1b-41cc-ba4b-3e24a5ab1951 | Clause:
Any disputes between the Parties as to the interpretation or any provision of this Agreement or the rights and obligations of any Party hereunder shall be resolved solely through binding arbitration as provided herein in New York, New York.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: General |
40b7c4ce-4ce8-44a4-9e18-223e54b2892f | Clause:
If any provision of this Agreement is held unenforceable, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Severability |
85b0b7f1-f88f-459c-a3c3-f939095b15ed | Clause:
To the fullest extent permitted by applicable law, the Company shall, and shall cause its controlled Affiliates to, indemnify and hold harmless each of the Covered Persons from and against any and all liabilities, obligations, losses, damages, fines, taxes and interest and penalties thereon (other than taxes ba... | Label: Indemnifications |
12fc28ec-1e59-4a06-b4b4-e1631c07881b | Clause:
This Agreement shall not be assigned, in whole or in part, by operation of law or otherwise without the prior written consent of the Parties; provided, however, that either Party may assign any or all of its rights and obligations hereunder to any of its Affiliates so long as such assignment does not release su... | Label: Assignments |
d53a35f2-6503-45d5-9710-102a78c6a91b | Clause:
This Agreement will be governed by the laws of the State of Florida without regard to conflict of laws principles thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any state or federal court located within Florida in connection with any matter based upon or arising out of... | Label: Governing Laws |
0382bbcd-0124-4cef-8b7e-b00a573d0852 | Clause:
Notwithstanding the termination of this Agreement in accordance with its terms, the agreements and obligations of the Parties in this Section 13 and Sections 9-10 , 12 , 14-15 and 17 shall survive such termination and shall continue in full force and effect for the benefit of the Support Parties and the Company... | Label: Survival |
bf22c39c-b78a-41ae-9c71-57d89e2fa7ff | Clause:
In the event of the death of a Participant who is at least 35 years of age at the time of his death, who is vested in accordance with the provisions of Paragraph 1.26, and who dies prior to commencing payment of his vested benefit under the Plan, a surviving spouse benefit shall be payable under Section 7.2.
T... | Label: Qualifications |
8b1e452d-ebb9-4025-97a2-08c22eb46c48 | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys... | Label: Expenses |
5efc5cbd-d739-4395-a752-3f386f587052 | Clause:
Except as otherwise permitted by the Bankruptcy Code or pursuant to any order of the Bankruptcy Court, no Note Party nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including environmental laws) that, individually or in the aggregate, could... | Label: Compliance With Laws |
3f50444a-8d3c-4128-a1f6-0518c88bbf43 | Clause:
The Administrative Agent shall have received (a) audited consolidated financial statements of the Company and its subsidiaries for the two fiscal years ended December 31, 2016, and (b) unaudited consolidated financial statements of the Company and its subsidiaries (subject to year-end and audit adjustments) for... | Label: Financial Statements |
1179a9ce-d1c7-4da1-9233-c4da9a12271d | Clause:
If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note wilJ remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree remain in full force and effect to the... | Label: Severability |
4b8ff50c-7475-4c03-9bd5-b799edd033b8 | Clause:
Each Borrower shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent inventory and reconciliation reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may request. Each Borrower shall conduct periodic... | Label: Records |
1a3bd150-bc23-4890-bfe3-4a0cd83f3294 | Clause:
As a condition to exercising the Stock Option, in whole or in part, Participant will pay to the Company, or, to the extent approved by the Committee, make provisions satisfactory to the Company for payment of any federal, state or local tax in respect of the exercise or the transfer of the Shares pursuant to Se... | Label: Tax Withholdings |
163922ab-1e9f-4e6b-8ab5-42a4b619faf5 | Clause:
Any notice required or permitted to be given by this Agreement shall be effective only if in writing, delivered personally or by courier or by facsimile transmission or sent by express, registered or certified mail, postage prepaid, to the parties at the addresses hereinafter set forth, or at such other places ... | Label: Notices |
39ccd1c4-4718-4d70-b888-31879484ac5b | Clause:
Debtor has no knowledge of any pending investigation of Debtor, Enova or Seller by any taxing authority or any pending but unassessed tax liability.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Taxes |
c39e26ca-0454-4401-ae24-dc23edaf51d7 | Clause:
The “Costs” of Tenant’s Work are all hard and soft costs related to Tenant’s Work including but not limited to architectural plans, permits, and construction costs. Costs shall include a construction oversight fee of 2% of the hard construction costs of Tenant’s Work, to be deducted from the Allowance and paid ... | Label: Costs |
5d2c4468-8696-4b7a-8cea-a238db0d9fad | Clause:
Your employment hereunder will terminate upon your "Disability". For purposes of this Agreement, Disability has the same meaning as provided in the long-term disability plan or policy maintained or, if applicable, most recently maintained, by Tyson. If no long-term disability plan or policy was ever maintained ... | Label: Disability |
4a9c19e5-fbb3-442a-a383-02d9a007d622 | Clause:
Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than (i) transactions among U.S. Loan Parties, (ii) transactions among Canadian Loan Parties, (iii) transact... | Label: Transactions With Affiliates |
c2fdeb4f-8f84-41f8-950b-a43cdb950825 | Clause:
All corporate, partnership, limited liability company or similar action, as applicable on the part of the Note Holder, necessary for the authorization, execution, delivery and performance of this Agreement, the Note Conversion, the Warrant Amendment and the performance of all of the Note Holder’s obligations he... | Label: Authorizations |
6b05526e-ad85-4991-87eb-eb5a089ee732 | Clause:
This Agreement is governed by and will be construed in accordance with the Laws of the State of New York (without regard to any conflict of Law provision that would result in the application of the Laws of another jurisdiction).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Applicable Laws |
0ece9f8f-2b03-45ec-a988-2384302ac8ae | Clause:
This Agreement constitutes the entire agreement between the parties and supersedes the Prior Employment Agreement and the Change in Control Agreement and all other prior agreements and understandings between the parties with respect to the subject matter hereof; provided , that this Agreement shall not affect o... | Label: Entire Agreements |
06bde92b-6f54-4b95-a907-ea0ac81f7b51 | Clause:
Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter, as part of such transaction, rent or lease such property or other property that it intend... | Label: Sales |
8d1c9f45-f1c2-4ad8-a35b-a759b7b975bb | Clause:
This Amendment may be executed by the parties hereto in one or more counterparts (including by facsimile transmission or in portable document format (PDF)), each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.
Task: Classify this clause int... | Label: Counterparts |
dbde8e68-fcb1-4795-882b-249f999a6fc4 | Clause:
Anti-Corruption Laws . Neither the Parent nor any Subsidiary shall fail to conduct its businesses in compliance with applicable Anti-Corruption Laws or Anti-Money Laundering Laws in all material respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Anti-Corruption Laws |
a570366f-5eb5-4f10-be41-aef8d9275a00 | Clause:
The Company agrees, to the extent permitted by applicable law and the Company’s Certificate of Incorporation and Bylaws, to defend, indemnify, and hold harmless Executive against any and all loss, damage, liability, and expense, including, without limitation, reasonable attorneys’ fees, disbursements, court cos... | Label: Indemnifications |
b70bffcb-da73-4195-aa79-f0497421b6c8 | Clause:
This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.
Task: Classify this ... | Label: Governing Laws |
eb426d52-faf5-43b8-935e-c25b5194e998 | Clause:
Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including ERISA, FCPA, OFAC, the Proceeds of Crime Act and the PATRIOT Act), except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Materia... | Label: Compliance With Laws |
0c582404-6c05-4c47-9814-26866c227616 | Clause:
The Company shall, by 9:30 a.m. (New York City time) on the second Trading Day following each Closing Date, file a Current Report on Form 8-K including the Transaction Documents as exhibits thereto with the Commission (“ Fo rm 8-K ”). A copy of the Form 8- K is annexed hereto as Exhibit C . Such Exhibit C will ... | Label: Publicity |
bdc587e9-381e-4d08-9519-8e27e8a49993 | Clause:
This Letter Agreement may not be amended or otherwise modified without the prior written consent of CF Corp and Sponsor. Any such amendment shall be subject to the Company’s written consent to the extent required under the Merger Agreement. This Letter Agreement constitutes the sole agreement, and supersedes al... | Label: Entire Agreements |
a7b3fcc3-5390-4e2e-aaec-4caf511b5efe | Clause:
The Company will reduce the amount payable, if any, pursuant to this Award by all applicable withholding, including federal, state, local and foreign tax withholding as well as any other deductions applicable to payments pursuant to this Award.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Withholdings |
9ff7c84f-2c69-4691-93a8-fcf195114f97 | Clause:
The Borrower has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed ... | Label: Authorizations |
6b060b63-edf5-4572-a1d9-8cb99c8843e6 | Clause:
The term of this Agreement (the “ Term ”) shall begin on the Effective Date and shall continue until the earlier of (a) the tenth anniversary of the Effective Date or (b) dissolution of Carbon Appalachian Company, LLC, a Delaware limited liability company and parent of Carbon TN Mining Co; provided , however , ... | Label: Terms |
b0eac54a-6a0f-4dd3-a057-e2ac9cf015b2 | Clause:
All capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Definitions |
c38e95e9-85d5-49d4-8753-3b42945903da | Clause:
The Committee shall have the sole and complete authority to interpret the provisions of, and decide all disputes arising under, the Plan, which interpretations and decisions shall be final and binding on all parties having any interests arising under or by virtue of the Plan.
Task: Classify this clause into ON... | Label: Interpretations |
cc4d68c0-d653-43bf-9f6c-068c02c2be6d | Clause:
The Employment Period shall begin on the Effective Date and will end on the one-year anniversary thereof (the “ Expiration Date ”), unless sooner terminated as provided below or extended as provided below. Unless the Employment Period has been terminated in accordance with the following sentence of this Sectio... | Label: Terminations |
4626800b-623c-47e3-bc03-a58e85e29203 | Clause:
This Agreement shall come into effect as of the Effective Date and shall remain in effect during the Term. For the avoidance of doubt, after the expiry of the Royalty Term with respect to a given Licensed Product in a given country, the licenses granted by Amgen to Novartis pursuant to this Agreement with respe... | Label: Terms |
dbb39b0c-9c77-4b98-9327-c498ec851680 | Clause:
This Agreement, including Attachment A which is incorporated by reference, constitutes the entire agreement between the Parties concerning the subject matter of this Agreement. This Agreement supersedes any prior communications, agreements or understandings, whether oral or written, between the Parties relating... | Label: Entire Agreements |
82e26427-c8ca-4ce4-8678-f281bc7e2a77 | Clause:
The Administrative Agent shall have received a solvency certificate from a Financial Officer.
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, Authorizatio... | Label: Solvency |
546c4b49-1c5f-4d52-bd44-3658b74d867e | Clause:
The representations and warranties of the parties contained in this Agreement shall survive for twelve (12) months following the Closing, except that ( i ) the representations and warranties of the Company contained in Sections 2.1(a) , 2.2(b) , 2.2(c) , 2.3(a) and Section 2.4 will survive until the expiration... | Label: Survival |
4430e783-26f2-4571-9ed2-161e4b41dea5 | Clause:
Employee shall be entitled to vacations, holidays and other perquisites and fringe benefits that are enjoyed by similarly situated personnel, provided that Employee will be entitled to the foregoing at a level commensurate with an executive in Employee’s position who has been employed by Employer for ten years;... | Label: Vacations |
0e58aed1-5619-4488-8a65-d37e9550c1c2 | Clause:
During the Term, and except as otherwise provided in this Agreement, Executive shall be eligible to participate in all welfare, perquisite, fringe benefit, insurance, retirement and other benefit plans, practices, policies and programs, maintained by the Company and its affiliates applicable to senior executive... | Label: Benefits |
5fe5ba0c-795f-48cc-9008-f45881c6177d | Clause:
The Restricted Stock Units subject to this Award shall vest [INSERT VESTING CRITERIA] (each such date being a “ Vesting Date ”), subject to the Participant’s continuous Service through the applicable Vesting Date, until all Restricted Stock Units subject to this Award are vested in full. In no event shall any R... | Label: Vesting |
d4a45d95-e2d2-4bc9-81e4-b95ffc24dd2e | Clause:
By executing and delivering this Assignment, the Assignee (a) acknowledges that the Borrowers may have trade secrets and have financial and other data and information the confidentiality of which is material to their business and (b) without limiting the generality of the assumptions and other agreements set fo... | Label: Confidentiality |
be043134-8941-4ddc-8717-ca96f4f3b33c | Clause:
Anything in this Notice of Award to the contrary notwithstanding, upon a Change in Control (as defined in the Plan), prior to the forfeiture of the Performance Shares under paragraph 8, all of the Target Shares shall be earned and non-forfeitable as of the date of the Change in Control.
Task: Classify this cla... | Label: Change In Control |
2551d68d-bc67-49a1-b498-7ef0f845b8af | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Loan Party, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or against any of their respective properties or revenues that ... | Label: Litigations |
f7933c23-1590-4625-80b5-aaf58791b94e | Clause:
The Company shall reimburse Manager for the G&A Costs attributable to or allocated to the Services in accordance with Section 5.10 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: General |
320bd652-0c64-4e31-b018-16cd8eef76e3 | Clause:
The Consultant will execute such documents as the Company will reasonably require to evidence and confirm the transfer of rights to the Company made under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Further Assurances |
9d721f65-a8f7-4c76-b415-fd5fceefab08 | Clause:
This Consent may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Consent constitutes the entire contract among the parties relating to the subject ma... | Label: Counterparts |
217271c0-bbee-4325-b926-b9024a3e2e60 | Clause:
The Term of Employment, and Executive’s employment hereunder, shall terminate upon the earliest to occur of (i) Executive’s death, (ii) a termination by reason of a Disability, (iii) a termination by the Company with or without Cause, and (iv) a termination by Executive with or without Good Reason. Except as ot... | Label: General |
fdc6f408-c3a5-48c5-82dd-3a41fda015c9 | Clause:
(a) The Borrower and each of its Subsidiaries has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all material Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other mat... | Label: Taxes |
83f97640-4962-47c6-bd8c-f6fe05d0e105 | Clause:
The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA. To the exte... | Label: Governing Laws |
f2873526-ffc8-4f13-a146-98957e8929a6 | Clause:
Any document, information, or action that is required to be approved by any party under this Agreement shall be approved or disapproved by written notice given no later than fifteen (15) calendar days after receipt of such document, information, or written request for approval of such action. If any party fails... | Label: Approvals |
6e525f33-2158-4db1-becf-f338f42a6348 | Clause:
Certificates of insurance evidencing the existence of all insurance required to be maintained by Borrower pursuant to Section 8.05(b) and the designation of Administrative Agent as the lender’s loss payees or additional named insured, as the case may be, thereunder.
Task: Classify this clause into ONE of these... | Label: Insurances |
02015936-cbe5-4f77-bf0d-ac4892347c91 | Clause:
Immediately after the consummation of each of the Transactions to occur on the Agreement Date, after taking into account all applicable rights of indemnity and contribution, (a) the sum of the debt (including contingent liabilities) of the Borrower and its Subsidiaries, on a consolidated basis, does not exceed ... | Label: Solvency |
68ad2ed3-7bef-4329-97cb-98dbf8124109 | Clause:
This Agreement, any Note and any other Loan Document or other agreement, document or instrument attached hereto or executed on or as of the Effective Date integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with ... | Label: Entire Agreements |
e7672351-e880-476a-831e-1df593e8b34c | Clause:
Subject to Section 3 below, during the Participant’s Employment, the Award, unless earlier terminated, shall become vested as to one-third (1/3rd) of the total number of shares of Stock subject to the Award on each of the first, second and third anniversaries of the Grant Date, with the number of shares of Stoc... | Label: Vesting |
0021df76-e114-4c41-a650-16dff3132e26 | Clause:
Except as otherwise provided in the terms of the Restricted Units or Phantom Units Award Agreement, upon termination of a Participant’s employment with or services to the Company and/or its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, al... | Label: Forfeitures |
eea77462-5a08-4a61-a84d-f11c8bc778cc | Clause:
Notwithstanding any other provision of this Section 8 , if a Force Majeure Event lasts for more than one hundred eighty (180) consecutive Days or for more than hundred eighty (180) Days in the aggregate during any twelve (12) month period, the Non-Affected Party may terminate this Agreement upon written notice ... | Label: Terminations |
84038fd4-d6ad-441e-bfd0-bfec4ce1950f | Clause:
(a) Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in Appendix A to the Sale and Servicing Agreement, dated as of the date hereof (the “ Sale and Servicing Agreement ”)... | Label: Definitions |
6d36bd69-b62b-4a96-9cd1-1dc1c195ba99 | Clause:
This Guarantee may be executed by one or more of the Guarantors on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Counterparts |
a97614f2-8ee9-4352-8d99-3b89601b101f | Clause:
If the Parties fail to resolve the Dispute in mediation, and a Party desires to pursue resolution of the Dispute, the Dispute will be submitted by either Party for resolution in arbitration pursuant to the then current CPR Rules for Non-Administered Arbitration of International Disputes (“CPR Rules”) (www.cprad... | Label: Arbitration |
4f0ef277-5c68-466f-99a1-de97b160dda3 | Clause:
THIS TERMINATION AGREEMENT AND ALL MATTERS ARISING IN CONNECTION WITH THIS TERMINATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER THAN TITLE 14 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
... | Label: Governing Laws |
f1c359cf-0add-4ca7-8b96-e2dd6439aa72 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW AND FEDERAL LAWS RELATING TO NATIONAL BANKS).
Task: Classify this clause into ONE of these types (exactly on... | Label: Applicable Laws |
2de1dfe5-c5dd-4506-8ebd-345f024ac13b | Clause:
Each of the Term Facility Borrowers agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment No. 5, including, without limitation, the reasonable fees and disbursements of counsel to th... | Label: Expenses |
c27f3a02-fcbe-4f2a-a187-8eddfbf95a37 | Clause:
All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Bank or are produced by the Executive in connection with the Executive ’ s employment will be and remain the sole property of the Ban... | Label: Records |
36d1b68f-9859-477e-8057-00f618af042d | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
951bf298-aee8-4c17-b7ab-dd77cb7ddc06 | Clause:
The Administrative Agent shall have received a certificate of an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent certifying that all governmental and third party approvals necessary in connection with this Agreement and the continuing operations of the Parent, the Bo... | Label: Approvals |
3f47135d-6100-4ddd-9ac3-d99740b8cdb5 | Clause:
To the extent that the Participant is subject to withholding of federal, state, or local income taxes and/or other taxes or social insurance contributions in connection with this Award (the “Tax-Related Items”), the Participant shall, at such time as the value of any Shares or other amounts received pursuant to... | Label: Tax Withholdings |
15c2b90b-cb39-41b8-8511-b36e9969453d | Clause:
This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other si... | Label: Authorizations |
737f42f7-e192-4786-9e32-5577b1dd207a | Clause:
Except as expressly set forth herein, all terms and conditions set forth in the Operating Agreement shall remain in full force and effect pursuant to their terms. In the event of any conflict between the terms of this First Amendment and the terms of the Operating Agreement, the terms of this First Amendment sh... | Label: Survival |
287b5d47-d33d-4cf6-976b-d1676b29945d | Clause:
None of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any... | Label: Transactions With Affiliates |
c5083b28-eb50-4533-922c-96ec3e52e59a | Clause:
Reference is hereby made to the Securities Purchase Agreements and the Notes for a statement of the terms thereof. All terms used in this Guaranty, which are defined in the Securities Purchase Agreements or the Notes and not otherwise defined herein, shall have the same meanings herein as set forth therein.
Ta... | Label: Definitions |
f8b51dc0-c2f4-4df6-a265-de95660cd262 | Clause:
(a) Generally . (i) Types of Interests . Interests in the Partnership shall be divided into: (A) a General Partnership Interest, and (B) Limited Partnership Interests (including for the avoidance of doubt, the Regular Limited Partnership Interests (including the Exchangeable Limited Partnership Interests and ... | Label: Interests |
1c37f54c-966a-43fb-b0a0-2ff03037a2a3 | Clause:
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. The validity, interpretation, construction, and performance of this Agreement shall be gov... | Label: Miscellaneous |
438d42f3-0294-4ce4-b367-d55544a8ebb3 | Clause:
The invalidity or unenforceability of any term or provision hereof in any circumstances shall not affect the validity or enforceability of any other term or provision hereof or of such term or provision in other circumstances. In the event any provision of this Agreement is found for any reason to be invalid or... | Label: Severability |
aa19290e-6759-4590-a570-3d07d823a700 | Clause:
The Contract, as amended by this First Amendment, constitutes the entire agreement of the parties with respect to the subject matter thereof and fully supersedes any and all prior or contemporaneous written or oral agreements and understandings between the parties pertaining to such subject matter.
Task: Class... | Label: Entire Agreements |
94d2b055-99d7-4d22-9d0e-15a5d5848593 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder only for working capital and general corporate purposes, and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s b... | Label: Use Of Proceeds |
95350538-4fdc-4639-a365-cefafeeed980 | Clause:
This Retirement Plan, which constitutes an agreement between the Executive and the Company, may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Task: Classify this clau... | Label: Counterparts |
ec47c350-9292-455e-baef-d4980c1aa7d9 | Clause:
Schedule 3(q) hereto sets forth the following information with respect to each insurance policy to which Target has been a party, a named insured, or otherwise the beneficiary of coverage at any time within the past 6 years: (i) the name, address and telephone number of the agent, (ii) the name of the insurer, ... | Label: Insurances |
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