id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
794fb089-7c83-4b92-a373-806d0612a505 | Clause:
This Agreement shall not be assignable by either Party without the prior written consent of the other Party and any attempt to assign this Agreement without such consent shall be void; provided, however, that the Purchaser may assign all or any portion of this Agreement to any Affiliates of the Purchaser if suc... | Label: Assignments |
a0b1f47a-e50c-48b8-8676-262b715bc15b | Clause:
The Member may amend this Agreement (with the consent of OMP GP) pursuant to a duly executed written instrument from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Amendments |
28907861-e261-4dc3-8029-7ba2878ba183 | Clause:
This Agreement may be executed in one or more counterparts. All such separate counterparts together shall constitute one and the same instrument. This Agreement may be executed and delivered pursuant to electronic means, and any pdf or other similarly form of this Agreement so delivered shall constitute an orig... | Label: Counterparts |
10084895-fcdd-4469-ad21-1b4e24d8a4da | Clause:
Except as provided in Section 6(b) below, the Grantee will vest with respect to 50% of the Earned RSUs on February 15, 2019 (or if later, the date of the Compensation Committee Certification) and 50% of the Earned RSUs on February 15, 2020, provided (i) the Grantee remains employed by the Company on each such v... | Label: Vesting |
9d1a251e-284a-4f8e-a9b3-19c9315d367d | Clause:
Subtenant agrees not to assign, mortgage, pledge or otherwise encumber this Sublease, nor to sublet the Premises or any part thereof, without in each instance obtaining the prior written consent of Sublandlord or Master Lessor (if required under the terms of the Master Lease), which consent of any of such conse... | Label: Assignments |
bf17cdf0-4cc7-4b31-b8b3-b0db9cea34d1 | Clause:
The Guarantor agrees to pay to the Agent all out-of-pocket expenses (including reasonable expenses for legal services of every kind) of, or incident to, the enforcement of any of the provisions of this Agreement, or performance by the Agent of any obligations of the Guarantor in respect of the Collateral which ... | Label: Expenses |
a1d57045-1eb7-4002-9231-1c9c4b191acf | Clause:
Bancomext has the right to obtain payment through commercial enforcement, as per Article 1395 of the Commercial Code (Codigo de Comercio de Mexico) of any amounts owed by CMP.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Enforcements |
a554e330-1e78-480c-9987-b8c18a041c3a | Clause:
Neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of or cause Buyer or any Related Person of Buyer to suffer any adverse consequence under (a) any appli... | Label: No Conflicts |
842f3720-35d3-4c9c-b218-33805ff0f5e4 | Clause:
This Agreement may be executed in separate counterparts, each of which will be deemed an original and all of which together will constitute one and the same agreement. This Agreement and each other agreement and instrument made in connection herewith and any amendments hereto or thereto, to the extent signed an... | Label: Miscellaneous |
914ddb51-7751-4aaa-be01-1a2f2dbf40a5 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY 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 AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
84dc2070-7c0f-4692-a3d2-e0c0c966e8a0 | Clause:
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, reorganization or otherwise to all or substantially all of the business and/or assets of the C... | Label: Binding Effects |
79d821c5-b6cb-4607-bc16-ef8a9bd02596 | Clause:
If any provision of this Letter Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability ... | Label: Severability |
611ddd7a-35dc-4612-a7e5-eadc5ab939b5 | Clause:
EACH LENDER, EACH LOAN PARTY AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION ... | Label: Jurisdictions |
93329c5c-087b-4017-851c-6ffbb2823c9e | Clause:
This Termination Agreement shall not be modified, altered, amended or changed in any way except as specifically set forth in a written agreement specifically referring to this Termination Agreement and executed by each of the parties hereto. No right or remedy of any party under this Termination Agreement can b... | Label: Amendments |
36b507d1-f066-4771-a1f2-23c817e8e803 | Clause:
The amount of any payment made under this Plan will be reduced by amounts the Company is required to withhold with respect to any income, wage or employment taxes imposed on the payment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Withholdings |
c93cd84a-40aa-47b9-9910-16862e04e450 | Clause:
MORTGAGOR AND MORTGAGEE HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND FOREVER WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST, WITH REGARD TO THE NOTE, THIS MORTGAGE OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLA... | Label: Waiver Of Jury Trials |
ce77db3b-f1a8-49a5-a0a5-ea9d1cc4e761 | Clause:
This Agreement has been duly executed and delivered by Holdings and each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is a party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Part... | Label: Enforceability |
43774426-5dce-4470-b025-e43a716d07c8 | Clause:
The execution, delivery, and performance by each Credit Party of each Credit Document to which such Credit Party is a party (a) are within such Credit Party’s corporate, limited liability company or partnership powers, as applicable, (b) have been duly authorized by all necessary corporate, limited liability co... | Label: Authorizations |
f69d8fe4-e784-462b-abbc-45550646e33f | Clause:
The headings of paragraphs hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Unit Issuance Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Headings |
275f1d30-b675-4ee5-98e1-879dbc8c0925 | Clause:
(a) EACH BORROWER, AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND N... | Label: Waiver Of Jury Trials |
48bef67b-2ac4-4a01-ade3-9b65e7b62ed6 | Clause:
If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interes... | Label: Severability |
5387c688-fe1f-4110-b0b8-205af4eddb1d | Clause:
The provisions of the Policy will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of California (but not its conflict of laws provisions).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Applicable Laws |
b45420ea-98fb-47a2-87a9-ee8c654ca33e | Clause:
Subject to Section 235 of Companies Act, neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administra... | Label: Indemnifications |
b6319d2b-e4cc-4c1c-ab1f-69d1681b8fef | Clause:
The Borrowers will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable material foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, excep... | Label: Taxes |
12c9f307-823f-47f0-80cb-7b54d5b2b656 | Clause:
In accordance with Section 6.06 of the BSA, the undersigned hereby consent to the amendment of specific provisions of Section 3.04 of the BSA as set forth in Exhibit B and in the manner set forth in Exhibit B . Headings are inserted in Exhibit B for convenience of reference only and are not intended to be a par... | Label: Amendments |
8d4d3204-33a2-4abd-909c-e1f8b6634333 | Clause:
This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whethe... | Label: Governing Laws |
0fc33531-18a9-4802-b328-3f1aa0d66c9c | Clause:
Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true and correct in a... | Label: No Defaults |
647ceb9a-3610-46e3-973b-13615f44b95e | Clause:
Subject to the terms and conditions set forth herein, the Original Agreement is hereby amended by deleting the stricken text (indicated in the same manner as the following example: stricken text ) and adding the inserted text (indicated in the same manner as the following example: inserted text ) as set fo... | Label: Amendments |
0f24e953-15ec-4224-89ee-2b760300530f | Clause:
All amounts due under this Section shall be payable within five (5) days after demand therefor, which demand shall be accompanied by a statement from the applicable Person to whom such payment is due setting forth such amounts in reasonable detail.
Task: Classify this clause into ONE of these types (exactly on... | Label: Payments |
32432377-48af-4919-bec8-43e5332ee302 | Clause:
THE BORROWER 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 ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOIN... | Label: Submission To Jurisdiction |
1a33494c-c350-4060-8f8b-c8f55429f2e7 | Clause:
This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware applicable to contracts made and performed in such jurisdiction and without regard to choice of law principles, to the extent permitted by law.
Task: Classify this clause into ONE of these types (exactly on... | Label: Governing Laws |
57f798a8-3d70-4afc-99eb-0eafc3a9ba36 | Clause:
The Borrower has not, directly or indirectly, entered into or permitted to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate on terms that are less favorable to the Borrower than those that might be obtained at the time fro... | Label: Transactions With Affiliates |
e86369bc-b5c4-4af6-9d68-62f0c2050d13 | Clause:
Unless sooner terminated pursuant to the terms hereof or otherwise extended by mutual written agreement of the Parties, the term of this Agreement shall commence on the Effective Date and shall continue in force and effect until December 31, 2017 (the “Initial Term”), provided, however, that the Parties agree t... | Label: Terms |
588c15c9-2b63-4df3-a142-b4c28d684d42 | Clause:
Except for the representations and warranties contained in this Article 3 , neither Seller nor any other Person on Seller’s behalf makes any express or implied representation or warranty with respect to Seller, the Acquired Assets, the Assumed Liabilities, the Facility or the transactions contemplated by this A... | Label: Warranties |
b37f86be-cd21-4d4a-b0d5-ef99a1f10047 | Clause:
Interest, Late Charges (defined below), reasonable costs or expenses (including, without limitation, reasonably incurred out-of-pocket attorneys' fees) that are not received by Lender within ten (10) calendar days from the date such Interest, late charges, reasonable costs, or expenses become due, shall, at the... | Label: Costs |
75bf5524-6bbe-4041-be74-85bf2ecef7e5 | Clause:
Subject to Section 6.7(b) , nothing contained herein shall prohibit or in any way limit any First Lien Collateral Agent or any other First Lien Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Second Lien Collateral Agent or any other Second Lien Cla... | Label: No Waivers |
ea78db0a-5d42-4b60-a039-af9dd910e1e0 | Clause:
There is no Action pending against or, to the knowledge of Buyer, threatened in writing against or affecting Buyer before any court of arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by th... | Label: Litigations |
b7f22959-7fc2-4ec2-b59a-29e60b06931a | Clause:
In consideration of the Severance Benefits, Executive hereby fully, forever, irrevocably and unconditionally releases, remises and discharges Playa Management USA, LLC, Playa Hotel & Resorts, B.V., Playa Resorts Management, LLC, and their related affiliates, subsidiaries, parents, predecessors, and successors, ... | Label: Releases |
82897535-cdf7-4c51-b3d9-19fe12a62094 | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT... | Label: Waiver Of Jury Trials |
04aab0f5-fc4f-44ac-ae14-7d4d216d2483 | Clause:
If either party breaches this Agreement, or any dispute arises out of, arises under, or relates to, this Agreement, the prevailing party shall be entitled to its reasonable attorneys' fees, paralegals' fees, and costs, at all levels. In the event of any litigation arising out of or relating to this Agreement, ... | Label: Governing Laws |
fe18fc7b-e64b-4da2-b325-a08a05554c2b | Clause:
Borrower agrees to pay upon demand all of Lender's reasonable costs and expenses actually incurred in connection with the enforcement of this Agreement or the Related Documents, whether or not an action or claim is filed. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay... | Label: Expenses |
ec812038-51ed-4072-bd2e-2c5783c0d24f | Clause:
Unless earlier terminated pursuant to any provision of this Option Agreement, this Option shall expire ten years from date of grant (the “Expiration Date”). This Option shall not be exercisable on or after the Expiration Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Terms |
f6c40a3c-ae99-42bf-864d-8cbfe7f2d598 | Clause:
Amyris maintains insurance policies with reputable insurance carriers who are financially solvent. Amyris has not received written notice that such policies are not in full force and effect, and all premiums due on such policies have been paid and Amyris is otherwise in compliance in all material respects with ... | Label: Insurances |
9b81c939-de0a-495e-8f36-e7031ef1853e | Clause:
Interest accrued on the principal amount of any Loan shall be payable in arrears (i) at maturity (whether by acceleration or otherwise), and (ii) (x) if such Loan has an Interest Period of one week or one month, on the last day of each Interest Period applicable to such Loan, and (y) if such Loan has an Interes... | Label: Payments |
86a1a06b-f52c-40f6-82a9-d5ca0a38e39f | Clause:
This Warrant may be amended and the observance of any term of this Warrant may be waived only with the written consent of the Company and the Warrantholder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Amendments |
4799fd31-0d6e-4241-bdac-265d85858fa9 | Clause:
This Agreement shall be binding upon each of the Secured Parties, each of the Credit Parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Assigns |
9782ea39-9414-4225-ad21-23a8980b029f | Clause:
To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting or expanding the provisions of Section 2.17, each Lender shall, and does hereby, indemnify the Administrative Agent against,... | Label: Withholdings |
2ca4e638-e1ed-4e46-b05d-4c3e6540aa1a | Clause:
The September 30, 2016 audited consolidated financial statements of Visa Inc. (which do not contain a “going concern” or like qualification or exception), heretofore delivered or otherwise made available to the Lenders, were prepared in accordance with generally accepted accounting principles in effect on the d... | Label: Financial Statements |
d46f31a7-eb63-4f08-9154-24ce91a665cf | Clause:
In the event any Indemnitee is seeking indemnification under this Article XII, from a Party (the “ Indemnifying Party ”), the other Party shall notify the Indemnifying Part of such Claim with respect to such Indemnitee as soon as reasonably practicable after the Indemnitee receives notices of the Claim. However... | Label: Notices |
06e44373-ab78-4d70-b4d2-63da8d88edb6 | Clause:
Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of November 1, 2017, among Ford Credit Auto Owner Trust 2017-C, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer. Appendi... | Label: Definitions |
1e57450a-b2cd-4be4-a9b4-51c262b0e8d0 | Clause:
The Partnership may merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability partner... | Label: Authority |
c507b72e-b0d5-4c86-814c-cdd34108cd1a | Clause:
Subject to satisfaction of the conditions precedent set forth in Section 10 hereof (including, without limitation, the entry of the Approval Order), the Sale shall commence at each Store on the first business day following the entry of the Approval Order, but no later than April 7, 2017 (such date, the “ Sale C... | Label: Terms |
662aefd0-5a62-4c3c-a2fa-91d0851ea866 | Clause:
The Company agrees to perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.
T... | Label: Further Assurances |
04822843-f81b-403e-9c33-fa969d418fa7 | Clause:
As of the date hereof, there are no Proceedings pending or, to the Knowledge of the Seller, threatened, against such Seller-Related Party or to which such Seller-Related Party is otherwise a party or, to the Knowledge of the Seller, a threatened party, challenging the transactions contemplated by the Transactio... | Label: Litigations |
68c68daf-0381-4748-a8ad-72082d76d7ed | Clause:
The Administrative Agent shall have received counterparts hereof duly executed by the Borrower and the Lenders constituting at least the Supermajority Lenders, which may be delivered by the means described in Section 6.3 (or, in the case of any party as to which an executed counterpart shall not have been recei... | Label: Counterparts |
55593bff-760f-4122-a42b-bf74af41ac7c | Clause:
Executive understands and agrees that Executive’s covenants under Sections 1 1 , 1 3 and 1 4 are special and unique and that the Company and its Affiliates may suffer irreparable harm if Executive breaches any of Sections 1 1 , 1 3 , or 1 4 because monetary damages would be inadequate to compensate the Company ... | Label: Specific Performance |
dc253ec1-8272-423f-8cab-5cef1db1c040 | Clause:
Unless waived by the Administrative Agent, the Borrowers shall have paid (or concurrently with the Effective Date shall pay) all reasonable out-of-pocket expenses incurred by Merrill Lynch, Pierce Fenner & Smith Incorporated in its capacity as Lead Arranger and the Administrative Agent (limited, in the case of ... | Label: Expenses |
063cd307-ef79-409e-88a6-cddedd42b223 | Clause:
The Participant agrees to make appropriate arrangements with the Company for satisfaction of any applicable income tax withholding requirements, including the payment to the Company, upon each applicable Vesting Date (or such earlier date as may be applicable, including if an election has been made under Sectio... | Label: Withholdings |
a702ab22-bc29-419e-b04a-09dd2af02c78 | Clause:
This Agreement, the Credit Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent, the Collateral Agent or the Lenders, embody the final, entire agreement among the parties relating to the subject matter hereof and supersede any and all pr... | Label: Entire Agreements |
65a52c70-1804-49c4-b5a3-edd28d0da72f | Clause:
This Agreement (including any exhibits hereto) and the agreements, documents and instruments to be executed and delivered pursuant hereto or referred to herein are intended to embody the final, complete and exclusive agreement among the parties with respect to the purchase of the Equity Interests and related tr... | Label: Entire Agreements |
c533e3ff-e467-4272-a1fe-d7f2c7a8a946 | Clause:
Guarantors hereby jointly and severally agree that upon failure of the Borrower to pay any of the Borrower Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (in each case, subject to the applicable grace periods ... | Label: Payments |
e1c21d60-a091-4c0e-9d1e-8d67f734e337 | Clause:
This Agreement shall not be assignable by either party without the written consent of the other party except that the Company may assign this Agreement to a subsidiary or affiliate of the Company. Any failure by the Company to assign this Agreement to an unaffiliated third party successor upon the Company’s sal... | Label: Assignments |
fb2ae855-07fc-4147-ae01-dcea953905cd | Clause:
The headings used in this Agreement are inserted for convenience and ease of reference only and in no way limit the scope or intent of this Agreement or any provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Headings |
21f8f937-c8fa-4c13-a437-aacc9484c1de | Clause:
Buyer has not employed or entered into any Contract with any investment banker, broker, finder, consultant or intermediary in connection with the transactions contemplated by this Agreement, pursuant to which the Securityholders could be liable for the fee or commission of such investment banker, broker, finder... | Label: Brokers |
cc393545-25d4-4d39-91b6-7c627d10fe75 | Clause:
In the event of your death, your employment and the Term shall terminate immediately and the Company shall have no further obligation or liabilities to you or your estate except that your estate shall be entitled to receive payment of accrued and unpaid Salary described in Paragraph 3 through the date of termin... | Label: Death |
1471b309-1c06-4921-b525-c70fb2b59c2d | Clause:
The Borrower shall use the proceeds of the Term Loan for general corporate purposes of the Borrower and its Affiliates. No part of the proceeds of the Term Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserv... | Label: Use Of Proceeds |
1e87bb92-a39e-45d3-a583-c026ec13c8f1 | Clause:
The Company has full power and authority, and all requisite action has been taken on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Com... | Label: Authorizations |
f7de3ae8-09b7-48a3-8bba-92bc665b547b | Clause:
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without regard to the conflict of laws principles of such State which could cause the application of the laws of any other state.
Task: Classify this clause into ONE of these typ... | Label: Governing Laws |
1f6562f1-181f-4f53-a078-f17c579a87f7 | Clause:
In the event that any provision hereof is determined to be void, illegal, invalid, or unenforceable, such provision shall be substituted with a provision that is valid and enforceable that is as similar as possible to the original provision or, if the same is not possible, the provision shall be severed from th... | Label: Severability |
16f36310-788f-4c00-a8e7-783f933bc7cb | Clause:
Company and Executive irrevocably agree that the courts of Bermuda shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Task: Classify this clause into ONE of these... | Label: Jurisdictions |
32afd908-e20d-42ed-a523-3339db8ec02a | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attac... | Label: Notices |
39be5550-88c2-4c96-b371-f3aeba592db5 | Clause:
This Agreement shall commence as of the Effective Date and, unless terminated earlier in accordance with Section 12.2, the licenses granted hereunder shall be perpetual (the “Term”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Terms |
1456ff93-5e5d-4b18-94fd-4de427ec15a7 | Clause:
Except as otherwise provided in this Agreement and subject to the Participant’s continuous service as a Non-Employee Director with the Company, the RSUs will vest on the first anniversary of the Date of Grant (such one (1) year period, the “Restricted Period”).
Task: Classify this clause into ONE of these type... | Label: Vesting |
57f5acbe-2bd3-45ba-a61e-d43f819f3b4a | Clause:
By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The First Lien Agents represent and warrant that this Agreement is binding upon the Senior Lenders. The Trustee represents ... | Label: Authorizations |
daab35d4-9aa2-440e-92c4-50864867ab7f | Clause:
Set forth on Schedule 4.01(o) hereto is a complete and accurate list of (i) all Liens on the property or assets of any Borrower that directly or indirectly owns any Collateral Asset securing Debt for Borrowed Money, and (ii) all Liens with a principal balance in excess of $250,000 on the property or assets of a... | Label: Liens |
53987d72-f4c5-4c6d-859a-9ce0fa40735d | Clause:
This Note may not be amended except by an agreement in writing signed by the Borrower and each Lender.
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, Aut... | Label: Amendments |
3b3f59f7-f1ff-4cdc-807a-505c586f2fae | Clause:
The Company shall, by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, (i) issue a press release disclosing the material terms of the transactions contemplated hereby and (ii) file a Current Report on Form 8-K, constitutes, or contains, material, non-public information r... | Label: Publicity |
b055235e-fd57-455d-b397-09e04629a107 | Clause:
The Initial Loan Parties and Individual Guarantors unconditionally, irrevocably, jointly and severally release the Bank, its respective past, present or future affiliates, subsidiaries, holding company, owners, officers, directors, shareholders, employees, agents, independent contractors, attorneys, or other pe... | Label: Releases |
8cae76ec-164e-4a2e-95ba-e3c767dbf06f | Clause:
The titles and headings of the articles and sections of this Supplemental Indenture No. 15 have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
Task: Classify this clause into ONE of these typ... | Label: Headings |
d37e4709-c06b-48cb-8d0f-9931d94db8fd | Clause:
This Agreement may be executed in counterparts and each executed counterpart shall be effective as the original. All faxed, emailed, or electronic signatures affirming this Agreement constitute an original signature.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Counterparts |
f4bfdb99-b6c4-4266-a991-0bc5da9da77f | Clause:
The Company shall reimburse the Executive for reasonable business expenses incurred by the Executive in the furtherance of or in connection with the performance of the Executive's duties hereunder, in accordance with the Company's expense reimbursement policy as in effect from time to time.
Task: Classify this... | Label: Expenses |
654995a8-7123-44ad-98c0-380312a7cbe8 | Clause:
Each of Holdings and its Subsidiaries has (i) good and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in intellectual property) ... | Label: Titles |
220f702b-4737-432d-94a2-44d3a3caa621 | Clause:
To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the forms or other documentation required by Section 2.19 are not delivered to the Administrative Agent, then the Administrative Agent may... | Label: Withholdings |
2aaaa33c-34ab-4418-bc5c-bde81e1245c2 | Clause:
The Seller Parties shall not permit any Originator to terminate any Sub-Originator Sale Agreement, nor send (or permit any Originator to send) any written notice to the applicable Approved Sub-Originator in respect thereof, without providing 10 Business Days’ prior written notice thereof to the Agent, except wi... | Label: Terminations |
68c91799-a7bf-4d4b-a8f3-5bc2796c6cdc | Clause:
Borrower hereby instructs the Collateral Agent and the Depositary to make all payments to be made in respect of the Secured Obligations hereunder, or with respect to any other payment, directly to the Administrative Agent, for the benefit of the Lenders and other Secured Beneficiaries, as applicable, in each ca... | Label: Payments |
4fd90db7-8c4d-4eb1-97ad-ff92683d637a | Clause:
Buyer shall protect, defend, indemnify and hold Seller harmless from the payment of any judgments, claims, costs, expenses and liabilities (“Damages”), whether direct, contingent or otherwise, assessed against Seller which are payable with respect to the ownership or operation of the Leases from and after the C... | Label: Indemnifications |
898a6bc5-e8df-41c6-8da9-2282325d86bf | Clause:
The Plan is designed and intended to comply, to the extent applicable, with Section 162(m) of the Code, and all provisions hereof shall be construed in a manner to so comply.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Interpretations |
a442a9c0-98fd-4622-832f-9427297391c4 | Clause:
The Loan Parties shall have delivered evidence satisfactory to the Lender of the existence of insurance required hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Insurances |
9646fd50-6360-445f-8bea-ac8c0041f1d2 | Clause:
Each Credit Party shall, and shall cause each of its Subsidiaries to pay and discharge all Taxes, assessments, and other charges and claims related thereto, in each case, which are material in amount, imposed on the Borrower or any of its Subsidiaries prior to the date on which penalties attach other than any T... | Label: Taxes |
5f302325-da45-43fd-afb3-15fadd11f8c2 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to severance pay, severance benefits and accelerated vesting (except to the extent any equity agreement specifically provides for terms more favorable to the Employee) in connection with any termination of employment and supersedes... | Label: Integration |
c7f8d67b-1eaf-4ef8-9cab-a873b56fb08d | Clause:
On the Closing Date, (a) Schedule 5.15 sets forth the name and jurisdiction of incorporation of each Group Member and, as to each such Group Member, the percentage of each class of Capital Stock owned by any Loan Party and (b) except as set forth in the ESOP Documentation, there are no outstanding subscription... | Label: Subsidiaries |
68be1341-ae07-434f-be55-01c096a646b2 | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 11.02 of the Credit Agreement (whether or not then in effect). All communications and notices hereunder to any Grantor other than the Borrower shall be given to it in c... | Label: Notices |
9e6b184b-600c-4799-aff6-40af13bcc722 | Clause:
The term of this Agreement (the “Term”) shall commence upon the Effective Date and expire on May 7, 2018 unless terminated earlier as provided for herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Terms |
94c7721b-ddff-4296-801b-4c0cd10436de | Clause:
The Committee shall have the sole power to interpret this Agreement and to resolve any disputes arising hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Interpretations |
fce6b7cc-00e5-4222-b863-0b7a09ef7436 | Clause:
All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and agreements of the Borrower contained herein relating to the payme... | Label: Survival |
55071402-5a7e-4493-8635-f554b56caf3a | Clause:
The obligations of the parties under Section 10.03 shall survive the repayment of the Loans and the termination of the Letters of Credit, Secured Swap Agreements, Credit Agreement and Commitments. To the extent that any payments on the Secured Obligations or proceeds of any Collateral are subsequently invalida... | Label: Survival |
81d18cd0-60c6-40f7-838c-0598e2869ba0 | Clause:
This Agreement may be amended from time to time by the Company in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a materially adverse effect on you as determined in the discretion of the Administrator, except as provided in the Plan or in a written doc... | Label: Amendments |
88536527-710d-4211-83e7-6823c3459e65 | Clause:
All insurance maintained by the Loan Parties is in full force and effect, all premiums have been duly paid, no Loan Party has received notice of violation or cancellation thereof, and the use, occupancy and operation of the Real Property comply with all insurance requirements, and there exists no default under ... | Label: Insurances |
c0177b34-d7f8-426e-b557-180ee44e06e0 | Clause:
All invoices, notices, requests and other communications given pursuant to this Agreement shall be in writing and sent by email or nationally recognized overnight courier. A notice shall be deemed to have been received when transmitted by email to any of the other Parties’ email addresses set forth in Schedule ... | Label: Notices |
9fd201db-b852-4493-bfe9-a403c3f217dc | Clause:
The Committee may amend, modify or terminate this Award Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restric... | Label: Amendments |
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