id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
0990114c-47be-4ee8-b9a0-4b561f72678b | Clause:
(a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement... | Label: Authority |
2b61da70-64c1-41b8-9ac6-12ec77f96077 | Clause:
(i) Each Loan Party and its Subsidiaries have (A) good, sufficient and legal title to (in the case of fee interests) the real property owned by it, (B) valid leasehold interests in (in the case of leasehold interests in real property) the real property leased by it or (C) good title to all of their respective m... | Label: Liens |
24847cd1-d069-4011-a690-f97ac6a29550 | Clause:
During the term of this Agreement, the Executive will serve as Chief Technology Officer of Daily Engage Media Group and shall have general executive operating supervision over the property, business and affairs of the Corporation’s Daily Engage Media Group subsidiary or division, its subsidiaries and divisions,... | Label: Duties |
52d608b2-af9e-4385-93e6-b582540d9bac | Clause:
Executive shall be entitled to be reimbursed for all reasonable expenses incurred by him in connection with the fulfillment of his duties hereunder, including all necessary continuing education and certification costs and related expenses; provided, however, that Executive has obtained the Company’s prior writt... | Label: Expenses |
1f927a50-941a-4554-ac05-e5f2ba312513 | Clause:
The execution, delivery and performance by the Company of the Transaction Documents, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and will not: (i) conflict with or violate any provision of the Company’s or t... | Label: No Conflicts |
15b92d31-5ad0-4fd9-b0c3-a0114d3aade5 | Clause:
Other than consummating the transactions contemplated hereunder, thePurchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with thePurchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period comm... | Label: Confidentiality |
4a2b0bda-8eb5-4585-bec7-33ffb042c93c | Clause:
This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns.
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, ... | Label: Successors |
aef961d2-9d1a-4775-b870-5450aed92cda | Clause:
The representations and warranties contained herein shall survive until 5:00 p.m. EDT on the 18-month anniversary of the Closing, other than the representations and warranties set forth in Sections 3.1 , 3.2 , 3.3 , 3.4 , 3.5 , 4.1 , 4.2 and 4.3 , which shall survive indefinitely (the “ Survival Period ”). For ... | Label: Warranties |
f92acb01-1477-450a-b632-3dd446a7f349 | Clause:
This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and there are no agreements, modifications, conditions or understanding, written or oral, expressed or implied, pertaining to the subject matter hereof which are not contained herein.
Task: Classify t... | Label: Entire Agreements |
e8640cbc-a06f-4609-8e99-818604ba61de | Clause:
During the Employment Term, the Company shall pay to the Executive an annual base salary of $275,000 (the “Base Salary”), which Base Salary shall be payable at the times and in the manner consistent with the Company’s general policies regarding compensation of the Company’s senior executives. The Base Salary wi... | Label: Base Salary |
bb5dcfee-ea45-4332-bf6b-7722d742371b | Clause:
Except as otherwise provided in this Article V and in Section 6.8, Restricted Stock and Restricted Stock Units granted pursuant to this Article V shall vest in accordance with the terms and conditions as determined by the Board and set forth in the Agreement relating to such Restricted Stock Award or Restricted... | Label: Vesting |
5790e790-3c07-4af7-832e-cc62b5c31095 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
73bf1d65-00f3-4c36-a2fe-f626d199587f | Clause:
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall withi... | Label: Disclosures |
b370f1f4-3bc2-4fe4-a06c-ed7b18fc62fb | Clause:
If, for any reason, any provision hereof shall be determined to be invalid or unenforceable, the validity and effect of the other provisions hereof shall not be affected thereby. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable... | Label: Severability |
c680b49f-3755-409a-8fd8-5d65c62b0e11 | Clause:
You and the Company agree to submit to mandatory binding arbitration any and all claims arising out of or related to your service with the Company and the termination thereof, including, but not limited to, claims for unpaid wages, wrongful termination, torts, stock or stock options or other ownership interest ... | Label: Arbitration |
e49edf5f-82b4-47da-9eac-fc1be9a660f2 | Clause:
The Company shall not be obligated to issue any Common Stock pursuant to any Award granted under the Plan at any time when the shares covered by such Award have not been registered under the Securities Act and such other state and federal laws, rules, and regulations as the Company or the Committee deems applic... | Label: Withholdings |
1ab59d88-cda3-49a5-9074-0649a0e10c37 | Clause:
Subject to the terms and conditions of this Agreement, each party shall use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable laws, to consummate and implement expeditiously each of the transactions contemplated by thi... | Label: Further Assurances |
48699914-a84e-4fce-8042-eace7974c5e7 | Clause:
This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreem... | Label: Counterparts |
4e36d137-69e7-47a9-8e6a-c38b1446479b | Clause:
Immediately after the consummation of the transactions contemplated by this Amendment and the Term Loan Agreement Amendment to take place on the date of this Amendment (a) the fair value of the assets of each Obligor, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherw... | Label: Solvency |
30c58167-aa34-449f-95ae-8795fc52d009 | Clause:
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
Task: Classify this... | Label: Survival |
b3eab3fc-0e44-47d0-be52-2286f68c8ca4 | Clause:
Kerrigan shall provide consulting and advisory services to Marathon from July 1, 2017 through September 30, 2017 (the “ Consulting Services Period ”) on an as-needed basis, not to exceed eight and half (8.5) hours per week.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Terms |
69e9183d-2e06-45c7-8830-8833c46711c6 | Clause:
If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable... | Label: Severability |
04ffdd06-1428-41f9-9555-59dfb98429e1 | Clause:
The provisions of this Agreement will be held in strictest confidence by you and the Company and will not be publicized or disclosed in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement in confidence to your immediate family; (b) the parties may disclose this Agreement in conf... | Label: Confidentiality |
b437b875-1f21-4201-a5be-d7a9455cbcff | Clause:
The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and... | Label: Duties |
502bb567-fff3-4511-bddb-1dc4635d6650 | Clause:
Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14 , the Borrower has no Subsidiaries and the Borrower has no Foreign Subsidiaries. Each Subsidiary identified in Schedule... | Label: Subsidiaries |
0d9d2b71-88e5-478b-992f-4e6f278af7ac | Clause:
This Agreement, together with the Intellectual Property Rights Agreement effective June 1, 2012, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements or understandings between the parties relating to its subject matter. In the event of any i... | Label: Entire Agreements |
cd4d960d-d064-43ed-ab09-4db8fd1ec59a | Clause:
Except as otherwise provided in Section 3 hereof, the MTE RSUs shall vest on the [NUMBER OF YEARS] anniversary of the Grant Date. Notwithstanding the foregoing, the Committee shall have the authority to remove the Restrictions on the MTE RSUs whenever it may determine that, by reason of changes in applicable la... | Label: Vesting |
b0b7f7ad-3d5b-4295-9cb4-b69b96cd0a81 | Clause:
The Company will employ Executive as its Chief Financial Officer on December 18th, 2017. In this position, Executive will be expected to devote Executive’s full business time, attention and energies to the performance of Executive’s duties with the Company. Executive may devote time to outside Board or adviso... | Label: Positions |
90808b51-311e-4413-ba30-811a8fc81a33 | Clause:
User shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Provider. Provider may at any time assign, transfer, delegate or subcontract any or all of its rights or obligations under this Agreement subject to User’s prior wr... | Label: Assignments |
3e5a5f4d-c1ca-49ae-b8a6-dce3bf1e607a | Clause:
No consent, approval or authorization of, or qualification, designation, declaration or filing with any governmental authority or any other Person is required in connection with the execution, delivery and performance by Borrower of the Loan Documents.
Task: Classify this clause into ONE of these types (exactl... | Label: Approvals |
2271b2de-1017-4f6c-90f1-de4e756ac1e2 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER B... | Label: Waiver Of Jury Trials |
3012e744-c718-46a2-acb0-f028f7049d4a | Clause:
Plexus warrants to GenMark that for a warranty period of *** after the date of delivery (a) all Products shall be manufactured, processed, labeled, packaged, stored and tested in accordance with the Manufacturing Documents, and the terms of this Agreement, (b) that all Products supplied hereunder shall be manuf... | Label: General |
7ffa12d0-f449-4fbb-a444-ca2746b851a8 | Clause:
For purposes of this Section 3.05 , the term “Lender” includes the LC Issuers 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, Assignments, A... | Label: Defined Terms |
8c0d98b8-3139-4e2d-840b-d2fb61f67c20 | Clause:
This Agreement, and the obligations of the parties hereunder, shall terminate immediately upon the earlier to occur of (a) a written agreement to that effect, signed by all parties hereto, (b) the date on which the Investor owns less than five percent (5%) of the Common Stock on a Fully-Diluted Basis, and (c) u... | Label: Terms |
19d16831-a78c-45fa-9279-8938b7cac491 | Clause:
A Key Employee who continues as an employee of the Company through December 31, 2018 shall receive, and the Company shall pay in cash, in one lump sum, the amount set forth opposite such Key Employee’s name on Exhibit “A” within 30 days of December 31, 2018 provided the Key Employee has remained a continuous em... | Label: Vesting |
d327840e-ea36-4c58-af5e-8cff0d354e23 | Clause:
This Agreement constitutes the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, inducements or conditions, both written and oral, among the Parties, with respect to the subject matter hereof and thereof.
Task: Classify this clause into ONE of these typ... | Label: Entire Agreements |
e300352e-3125-4d52-a1ab-304d064cd265 | Clause:
You hereby agree that the covenants set forth in Sections 3(a), (b), (c) and (d) are reasonable with respect to their scope, duration, and geographical area. If the final judgment of a court of competent jurisdiction declares that any term or provision of Sections 3(a), (b), (c) or (d) is invalid or unenforceab... | Label: Enforcements |
0886b0ca-e55b-4cc4-ba73-32842b9e58d0 | Clause:
This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes any prior written or oral arrangements with respect to the Consultant’s engagement by the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Entire Agreements |
e5b716ff-7886-4c9a-bd2e-e90b7ce3faf5 | Clause:
Borrower is a corporation duly organized and in good standing under the laws of the State of Ohio and Borrower and its consolidated subsidiaries are duly qualified to do business and are in good standing in all states where such qualification is necessary, except for those jurisdictions in which the failure so ... | Label: Existence |
a86ccfdd-8bc0-401c-8e7c-f5977b94be08 | Clause:
In addition to any adjustments pursuant to Section 8, the Holders shall, as holders of Preferred Shares, be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock to the same extent as if such Holders had converted each Preferred Share held by each of them into s... | Label: Participations |
6a1e30b2-3bc7-4106-9bc6-5435e18e14bf | Clause:
The term of this Lease (including as it may be extended pursuant to the terms hereof, the “Term”) shall commence on the date hereof and, unless terminated in accordance with the provisions hereof, shall remain in full force and effect for an initial term ending on June 30, 2017 and thereafter shall automaticall... | Label: Terms |
da4fca6b-9198-4952-b7d9-5bc65c2f7503 | Clause:
Programs; Communication and Transportation Devices .
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 Effect... | Label: Benefits |
25c566ef-2aef-4735-9427-bfa6217db19f | Clause:
Subject to the last sentence of this Section 2.2, the issuance, sale and purchase of the Common Stock shall take place at a closing (the “Closing”) to be held at the offices of Cooley LLP, 1114 Avenue of the Americas, New York, New York (except that the Closing may be conducted as a “virtual closing”, with the ... | Label: Closings |
2149aee8-705c-4802-9023-5dc75a022318 | Clause:
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdictio... | Label: Severability |
ddb9c2aa-cb01-40a2-86c8-5ed0257fd6a5 | Clause:
This Letter Agreement may be amended, restated, modified or changed only by a written instrument signed by SN, SN Parent and UnSub.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Amendments |
16bf137c-5265-4c6f-9036-9408c766accc | Clause:
Except as disclosed in Schedule 7.01(d) , there are no proceedings pending or, to Seller’s Knowledge, threatened in writing against Seller involving the ownership of the Interests or questioning the validity of or seeking to prevent the consummation of this Agreement or any other action taken or to be taken in ... | Label: Litigations |
672a053c-7e87-4b0f-9930-be47e053ccad | Clause:
Each Member and Manager as a condition to admittance as a Member, or as a condition to acceptance of appointment as a Manager or as Manager hereby represents and warrants to the Company, the Manager and to each other Member that such person and its Principals and Affiliates, is or are not, nor have any of them ... | Label: Representations |
c06e2eea-9b29-437e-aebb-3611edfa84c3 | Clause:
Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by... | Label: Powers |
f065adc4-cf8e-4d16-bdc7-4551177d0d29 | Clause:
Subject to Paragraph 7 below, the Company shall pay Consultant cash fees in the amounts and on the dates set forth on Schedule A to this Agreement. Consultant acknowledges and agrees that he shall not be entitled to any Board fees in addition to the fees provided for in this Agreement and the cash fees provided... | Label: Fees |
4545d6e5-5b78-426a-a1cd-e55aa193ab31 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
f9500f2c-6d0e-4e50-8f4e-26293c61bbfa | Clause:
The Banks agree to indemnify the Administrative Agent (to the extent not reimbursed under Section 11.03 hereof, but without limiting the obligations of the Company under said Section 11.03) ratably in accordance with their respective Commitments, for any and all liabilities, obligations, losses, damages, penalt... | Label: Indemnifications |
3404de46-c4a2-4a9e-a58e-505b96822e11 | Clause:
THE AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Governing Laws |
b4e87722-8501-41ce-967e-3e797ffc1c25 | Clause:
(a) This Agreement shall be construed in accordance with and governed by the law of the State of Michigan.
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,... | Label: Jurisdictions |
6942b7b3-7aa9-43cb-bde5-e67586cfb4fd | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the difference between the Commitment of such Lender and the Revolving Credit Exposure (excluding Swingline Exposure) of such Lender during... | Label: Fees |
7ef98f31-ea28-4e45-a5d7-f85e213d6b03 | Clause:
The Buyer may terminate this Agreement, if at the Closing, the Seller has failed to comply with all material terms of this Agreement and have failed to supply any documents required by this Agreement unless they do not exist, or have failed to disclose any material facts which could have a substantial effect on... | Label: Terminations |
f937a3a7-a79e-404f-bf99-1f228a320448 | Clause:
The Award, this Award Agreement and the Award Summary, and all determinations made and actions taken pursuant thereto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving ef... | Label: Governing Laws |
627ebd31-81e9-4611-a372-03af453baa37 | Clause:
This Agreement may be executed and delivered (including by .pdf, email or facsimile transmission) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other... | Label: Counterparts |
7651f9dc-4976-4da7-afd3-ba5d53f561d3 | Clause:
In reliance on the representations, warranties, covenants and agreements contained in this Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement and the schedules, annexes and the exhibits to the Credit Agreement are, effective as of the Ninth... | Label: Amendments |
a915a9e0-f3d4-420b-9632-b6a5156898b4 | Clause:
On the Closing Date, ( a ) each Purchaser shall pay to the Company its Shares Purchase Price in United States dollars and in immediately available funds, by wire transfer to the Company’s account as set forth in instructions previously delivered to each Purchaser, ( b ) the Company shall irrevocably instruct th... | Label: Payments |
ce3d371e-5dd2-4817-9038-78418cb51bd8 | Clause:
For purposes of this Amendment No. 2, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment No. 2.
Task: Classify this clause i... | Label: Interpretations |
5c6ee083-df0c-4e1a-a792-d107330af538 | Clause:
Except as otherwise provided in Sections 4 and 5 below, the RSUs will vest in accordance with the vesting schedule set forth in the RSU Grant Detail made available electronically to the Participant on the Plan Website (as defined in Section 16 below) or otherwise (each such vesting date, a “Vesting Date”); prov... | Label: Vesting |
a1d6f865-8b4b-4e7e-bf43-3195684d2cb3 | Clause:
Except as set forth in the SEC Reports and other than the grant of stock options or other equity awards that are not individually or in the aggregate material in amount, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to... | Label: Transactions With Affiliates |
ed24eb72-e220-421b-b116-db02f45e87f8 | Clause:
The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, other than as required by law, without ... | Label: Publicity |
2ad887c7-a541-4b56-bfcb-53add48edd30 | Clause:
This Agreement, including the exhibits and schedules hereto, contains the entire understanding of the Parties with respect to the subject matter. All express or implied agreements and understandings, either oral or written, heretofore made, including any offering letters, letters of intent, or term sheets, are ... | Label: Entire Agreements |
5f0cdb41-2556-47ee-acbb-c88c4c1c234f | Clause:
Executive agrees that, during the term and thereafter, she will not, directly or indirectly, alone or in conjunction with any other party, make statements to customers or suppliers of the Company and/or the Bank or to other members of the public that are in any way disparaging or negative towards the Company or... | Label: Non-Disparagement |
47d0f5ed-df7b-464d-b91c-97c4ffb649e8 | Clause:
MHI Inc., the Partnership, and any escrow agent or transfer agent shall be entitled to deduct and withhold from the Share Consideration payable pursuant to this Agreement such amounts as such Person is required to deduct and withhold under the Code or any provision of U.S. state or local or non-U.S. Tax Law. To... | Label: Tax Withholdings |
fa19371f-5de5-430e-8cdb-6fe1fc23ff4d | Clause:
Certificates of insurance evidencing the existence of insurance to be maintained by the Loan Parties pursuant to Section 10.1.5 and, if applicable, the designation of the Agent or a Security Trustee as lender’s loss payee as its interest may appear thereunder, in each case, in form and substance satisfactory to... | Label: Insurances |
e02318d2-2564-4e13-9341-392773fe6f2c | Clause:
If any part of this Agreement or the application of any part is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall not be affected and shall be construed and enforced to the fullest extent allowed by law.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Severability |
32964fe1-95db-4e0f-b329-706cfa68c8ed | Clause:
Provider will use commercially reasonable efforts to obtain, and to keep and maintain in effect, any third-Person licenses and consents necessary to provide the Services (the “ Consents ”). The costs relating to obtaining any such licenses or Consents obtained solely for the benefit of Recipient shall be borne ... | Label: Consents |
5fc30ab8-e566-4672-bda8-10d5c2d9aa1b | Clause:
Whether via changes in the entity, or any change in the Executive's duties, titles, or capacities, the Executive is entitled to the same salaries and benefits as if the CEO contract had remained in force.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Change In Control |
259f26bd-29af-4517-a42b-986bcf841546 | Clause:
Before and immediately after giving effect to the initial advance of Loans hereunder, the Loan Parties and their Subsidiaries are Solvent on a consolidated basis.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Solvency |
f90d7435-b32a-41eb-8cd5-63131877d56e | Clause:
This Assignment shall in all respects be construed in accordance with and governed by the laws of State of New York, without reference to conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Governing Laws |
616a3ed6-b5f9-4edd-a26a-03c92b3649a2 | Clause:
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the... | Label: Severability |
d910113e-e9b4-4259-b4d3-37408c7a8912 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdictio... | Label: Applicable Laws |
fd5c4178-da3a-4566-abf2-4d395313b379 | Clause:
This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
Task: Classify this clause into ONE ... | Label: Governing Laws |
61d18732-c682-43c4-b543-08075d64a7ba | Clause:
This Bill of Sale may be executed simultaneously in counterparts (including by means of facsimile or portable document format (pdf) signature pages), any one of which need not contain the signatures of more than one party hereto, but all such counterparts taken together shall constitute one and the same instrum... | Label: Counterparts |
d084ca40-04e3-4c5e-a355-9b32c9b09f2c | Clause:
If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee’s employment is terminated due to the Grantee’s Disability, a Prorated Number of RSUs shall become Vested RSUs (as determined in Section 6(f) below). The Company shall settle any RSUs that become Vested RSUs under this Sectio... | Label: Disability |
3112cdff-d726-4d20-970d-e03583da0a36 | Clause:
This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Issuers, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-... | Label: Terminations |
4445c186-4c6e-402a-8047-3907d8ef96a7 | Clause:
Any Annual SERP Contributions shall be credited to the Participant's Account as provided in Section 4.2 and 4.3. Any withholding of taxes or other amounts with respect to deferred Compensation that is required by local, state or federal law shall be withheld in accordance with applicable law from the Participa... | Label: Withholdings |
4bc03dc6-937f-457d-92c9-2238dde81fa2 | Clause:
The Corporation and the Executive mutually agree that any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties arising from or related to Executive’s employment with the Corporation, shall be submitted to mediation before a mutually ag... | Label: Arbitration |
de486d60-642a-4288-b270-45553590e5cd | Clause:
This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.
Task: Classify this clause into ONE of thes... | Label: Governing Laws |
8f310848-9e38-4b7e-9e21-4580d446425d | Clause:
This Agreement shall be governed according to the laws of the state of Washington. Venue for any legal or equitable action between the COMPANY and the CONSULTANT which relates to this Agreement shall be in the county of King in the State of Washington.
Task: Classify this clause into ONE of these types (exactl... | Label: Venues |
d992f757-a421-4f87-99f8-1c281d8e2c81 | Clause:
The execution, delivery and performance by the Borrower of this Agreement, and of the other Subordinated Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Body, except those as have been obtained or made and are i... | Label: No Conflicts |
94033d79-bdca-4238-b6e8-e29bc066ddc8 | Clause:
This Agreement has been, and each other Loan Document when delivered hereunder will be, duly executed and delivered by Holdings, the Borrower and each other Loan Party that is a party hereto and thereto. This Agreement is, and each other Loan Document when executed and delivered hereunder will constitute, a leg... | Label: Enforceability |
82e44fd6-94fe-4079-8054-36d3a9626404 | Clause:
The Administrative Agent shall have received title information as the Administrative Agent may reasonably require, satisfactory to the Administrative Agent, setting forth the status of title to at least 85% of the PV-9 of the Borrowing Base Properties.
Task: Classify this clause into ONE of these types (exactl... | Label: Titles |
423b6402-022f-41ac-9d8b-dccc2cec98b9 | Clause:
The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Go... | Label: Compliance With Laws |
c01108c2-120d-4b8e-8470-098717717182 | Clause:
The Company shall indemnify Executive against all losses, costs, liabilities and expenses arising from or relating to Executive’s service as Chairman, service in the Continuing Positions, or providing the Consulting Services, in each case upon terms that are no less favorable to Executive as those provided to t... | Label: Indemnifications |
2415d23b-7673-4fff-9f9e-78f44be6d4da | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Waiver Of Jury Trials |
40d81483-0c10-461b-88aa-028ddb3db792 | Clause:
Such Purchaser has all necessary power and authority to execute, deliver and perform its obligations under the Transaction Agreements to which such Purchaser is a party and to consummate the transactions contemplated thereby; the execution, delivery and performance by such Purchaser of the Transaction Agreement... | Label: Authority |
5bbe516b-c0f1-4682-9870-1454af88f159 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall become effective when one or more counterparts have been signed by each of the parties and delivered (by facsimile o... | Label: Counterparts |
707da656-a533-40d0-9231-4c0cb6cc97eb | Clause:
All notices and communications hereunder shall be given to the addresses and otherwise in accordance with Section 13.1 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Notices |
b6046170-5706-427d-8bce-9b52662606ea | Clause:
The Parties agree that the Company and its Affiliates would be damaged irreparably in the event that any provision of Section 2 or 3 of this Agreement were not performed in accordance with its terms or were otherwise breached, and that Executive would be damaged irreparably in the event of certain conduct by th... | Label: Enforcements |
b960dc69-ecdf-47db-8281-74f588db4aac | Clause:
If any term or provision of this Agreement is held to be invalid, illegal or incapable of being enforced under any applicable Law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transacti... | Label: Severability |
4ac88dc1-1e01-4cc1-b51e-a1f8ab3be464 | 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 Executive and the President and Chief Executive Officer of Penns Woods and JSSB. No waiver by any party hereto at any time of any breach by the other party h... | Label: Waivers |
493fa700-7025-4695-b700-c989317a98a5 | Clause:
None of the Grantors will create, incur, or suffer to exist any Lien on the Collateral except the security interest created by this Agreement and the Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Liens |
255a2a20-0fd4-43f0-91c2-0ddfba92152e | Clause:
Each party (an " Indemnifying Party ") agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (... | Label: Indemnifications |
91378d00-0b57-40b8-a5e8-cd025ab1f8c4 | Clause:
Buyer does not own directly or indirectly, any equity or other ownership interest in any company, corporation, partnership, joint venture, or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Subsidiaries |
bf0d99bf-490b-4d3f-91ca-0dd502ddad9d | Clause:
Except for the separation letter between Black Box Corporation and the Employee dated November 20, 2017 acknowledging and agreeing to the terms and conditions regarding Employee’s termination, no prior or contemporaneous oral or written agreements or representations may be offered to alter the terms of this Agr... | Label: Entire Agreements |
66a4f54b-534a-482a-9c67-83636d42f18d | Clause:
As of the JV Closing Date, after giving effect to the Transactions and the incurrence by GPI of the indebtedness pursuant hereto, (a) the fair value of the property of GPI and its subsidiaries, on a consolidated basis, is greater than the total amount of liabilities, including, without limitation, contingent li... | Label: Solvency |
3fded618-61cb-493f-8449-9bd89990b8a8 | Clause:
The Parties agree that the Courts of the County of Los Angeles, State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein.
Task: Classify this clause into ONE of these types (exa... | Label: Venues |
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