id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
3dc9ad1f-8d05-4209-8cc3-984e9e68af0c | Clause:
No interest shall be paid on the Capital Contribution of any Partner.
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, Benefit... | Label: Interests |
8421030a-c378-4cd7-b4c6-b7452e671859 | Clause:
During the Term of this Agreement, the Executive shall serve as the Chief Financial Officer of the Company. The Executive shall have the duties and functions that are generally associated with the position of Chief Financial Officer and will be responsible for such other duties as may from time to time be reaso... | Label: Positions |
d8d9f102-0a53-4ce8-bc05-e6cc8bb86a21 | Clause:
For purposes hereof, the capitalized terms used herein and not otherwise defined have the meanings set forth in the Omnibus Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Definitions |
bcb1e437-42bb-4cc5-b7c6-d3ac1ef5b0aa | Clause:
The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any ... | Label: Construction |
f3b3f93b-8323-4f20-a478-b8e1d34b04f5 | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the matters referred to herein. No amendment to this Agreement shall be binding between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representation... | Label: Entire Agreements |
cb9063cf-3130-4bcd-953a-51591117e649 | Clause:
Unless required by Law or the rules of any stock exchange upon which the relevant party’s securities are listed, (in which case each of Purchaser and the Company, or following the Closing, the Sellers’ Representative shall, to the fullest extent permitted by Law, consult with the other party prior to any such d... | Label: Confidentiality |
2c99e071-7e94-4ccc-ae95-df2fbb61bd24 | Clause:
Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender, Administrative Agent and Collateral Agent and their... | Label: Brokers |
7edfa4c6-6424-443a-8d53-524aa5f64d7f | Clause:
The Company shall pay you a base salary at the rate of $525,000 per year, payable in accordance with the regular payroll practices of the Company and subject to annual review by the Compensation Committee of the Board (the “ Compensation Committee ”) (such base salary, as in effect from time to time, “ Base Sal... | Label: Base Salary |
30aac202-cf8a-4b6f-88dc-0b37ce3fa4c4 | Clause:
If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount, then the Investor shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs rela... | Label: Closings |
e2a57821-7eed-4537-b485-8d8959e7db03 | Clause:
The Employee acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To th... | Label: Assignments |
da712a0e-e6fa-4080-accc-09f98e482f7a | Clause:
The Right of First Refusal shall, at Landlord’s option, terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Right of First Refusal, if, after such exercise, but prior to the commencement date of the lease of such Right of First Refusal, (i) Tenant fails to timely cu... | Label: Terminations |
54b16035-00cf-4020-ba9b-32366d31ce47 | Clause:
This Agreement and the Loan Agreement as amended hereby is a legal, valid and binding obligation of each Obligor, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or similar laws af... | Label: Enforceability |
7acec48d-c099-4746-b672-3b828864b9d5 | Clause:
Wherever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or in the singular, as the case may be, in all cases where they would so apply.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Terms |
1bec58b1-2410-4fd6-9f2f-5ac6acf1148d | Clause:
Any provision of this Agreement which is deemed by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any ... | Label: Severability |
ddc38048-dd2e-49a3-bd23-782f7ee532d6 | Clause:
The Shareholders have not incurred, nor will they incur, directly or indirectly, any liability for brokerage or finders' fees or agent's commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Brokers |
5cd2843e-1a20-43e2-87e1-abd44b738c1b | Clause:
Captions . The words “ Landlord ” and “ Tenant ” as used herein shall include the plural as well as the singular. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be ass... | Label: Terms |
3175760c-d820-40e0-92ce-017735c2d775 | Clause:
The Seller is duly incorporated and validly existing in good standing under the laws of the State of New York. The Seller has full power and authority to own, operate and occupy its properties and to conduct its business as presently conducted and is registered or qualified to do business and in good standing i... | Label: Organizations |
a101c1d0-c470-4be5-b3a4-61c3f26cfd8e | Clause:
Executive shall be provided with reimbursement of expenses related to Executive's employment by the Company on a basis no less favorable than that which may be authorized from time to time by the Board, in its sole discretion, for senior level executives as a group. Executive shall be entitled to vacation and h... | Label: Vacations |
469d5af0-a0e8-4460-98ad-01a497818247 | Clause:
The Lenders shall have received (a) audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December... | Label: Financial Statements |
51e813ec-8b57-451e-883a-24e6d619b639 | Clause:
The Administrator may accelerate the vesting of all or a portion of the RSUs or Dividend Equivalents in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain ev... | Label: Adjustments |
d0e250bc-363c-4b35-9c97-789a0058f6cf | Clause:
This Agreement has been validly authorized, executed and delivered by the Seller and, assuming the due authorization, execution and delivery thereof by the Buyers, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other la... | Label: Authority |
97688b0a-7b76-4a3a-872f-46ff4274cbe4 | Clause:
The Note is and shall be a senior debt obligation of the Company, with priority in payment and performance over all existing indebtedness of the Company. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby... | Label: No Conflicts |
0245443b-8edf-4770-8c61-741ee38c0d8c | Clause:
Certain rights which are subject to this Agreement are unique and are of such a nature as to be inherently difficult or impossible to value monetarily. In the event of a breach of this Agreement by either party hereto, an action at law for damages or other remedies at law would be inadequate to protect the uniq... | Label: Specific Performance |
7ea2d6aa-4405-46b4-94ed-4e8858b2a16c | Clause:
Except as set forth in the SEC Reports or in connection with the transactions contemplated by the Transaction Documents, 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 tra... | Label: Transactions With Affiliates |
93805830-851c-4e52-97bd-53abd8c0afd9 | Clause:
This Agreement has been duly executed and delivered by the Buyer and constitutes a valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws a... | Label: Enforceability |
16e3859d-ba43-456e-9fab-d70869b621ce | Clause:
All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of all obligations of the Company under this Agreement have been taken. This Agreement shall constitute legal, valid and binding obligations of the Co... | Label: Authorizations |
1fea91b1-d78e-4414-b8d6-bd715a7ae7f0 | Clause:
This instrument, together with the Non-Compete and Solicitation Agreement, contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties hereto relating to the subject matter hereof. This Agreement may not ... | Label: Entire Agreements |
3ac2d1c2-3172-4e24-911e-d1be7eb0011d | Clause:
Any controversy or claim between or among the parties hereto arising out of or relating to this Amendment shall be controlled by the provisions with respect to waiver of trial by jury contained in the Loan Documents previously delivered by such parties.
Task: Classify this clause into ONE of these types (exact... | Label: Waiver Of Jury Trials |
4255af8b-0f29-4b8d-bc45-7acc3fd7eddb | Clause:
No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or the Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of Inv... | Label: Brokers |
ef473845-662a-4425-89a5-cf5e7d466027 | Clause:
The Partnership owns, directly or indirectly, 100% of the issued and outstanding equity interests of each of the Partnership’s Subsidiaries (other than BRP LLC, a Delaware limited liability company (“ BRP ”), and CoVal Leasing Company, LLC, a Delaware limited liability company (“ CoVal ”) and 51.0% of the issue... | Label: Subsidiaries |
dc81441d-c555-401e-bba4-8e73e48ad772 | Clause:
The Executive’s employment hereunder, and the Term of this Agreement, shall terminate upon his death.
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, Auth... | Label: Death |
c4f23157-6525-4a46-abdb-de79671413be | Clause:
All Awards and payments under this Agreement are subject to withholding of all applicable taxes. Such withholding obligations shall be satisfied through amounts that the Participant is otherwise to receive upon settlement or payment. In no event will the Participant be permitted to elect to withhold amounts in ... | Label: Withholdings |
209fe0b7-59d7-47cd-b78c-787bccdd2d56 | Clause:
The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds) for general corporate purposes of the Borrower and its Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall use the proceeds of any Borrowing or Letter of Credit in furtherance of an offer,... | Label: Use Of Proceeds |
791a4a55-bedf-446d-914a-1206aa6e0e83 | Clause:
This First Amendment may be executed in two (2) or more counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument. Facsimile signatures and electronically scanned signatures shall be deemed origina... | Label: Counterparts |
158e7c2a-45bd-4652-b371-9833e05b8090 | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and tha... | Label: Litigations |
c7551240-b4e5-4d08-a7a5-0984f853ef32 | Clause:
Employee shall be liable for and shall pay all federal, state and local income or other similar taxes, and all related interest, penalties or other liabilities and costs, that may be due in connection with the payments to be made to Employee hereunder. The Employer shall have the right to withhold from any such... | Label: Taxes |
93b21c9c-16b4-455e-b9f5-5181b068f9af | Clause:
All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be given personally or shall be sent by first class mail or by telefax (confirmed by first class mail) to any Party at the address set forth below such Party’s name on the signature ... | Label: Notices |
edafeb3b-cbbc-43c3-85a8-b9e96385bec8 | Clause:
This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Ta... | Label: Entire Agreements |
b67e956f-d764-44de-b447-22dadb5c74b0 | Clause:
The execution of this Amendment and any documents related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or breach, default or event of default under any Loan Document, whether or not known to Agent or any of the Lenders and whether or not existing as of ... | Label: No Waivers |
65c2fc96-d6ff-4ac5-ad49-39d4cef52fe8 | Clause:
Effective as of the Amendment Effective Date, and subject to the terms and conditions set forth herein, the Third Amended Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indica... | Label: Amendments |
4e23ca0e-ef78-46be-8e2a-18c099ff6ff9 | Clause:
Following the date of the Effective Date, (i) Antol will not make or cause to be made any statements or remarks (including, without limitation, the repetition or distribution of disparaging, derogatory or damaging rumors, allegations, negative reports or comments), whether written, electronic or oral, that are ... | Label: Non-Disparagement |
cbb20f29-fe6f-4b07-9846-53e3f3fff8a3 | Clause:
In the event the Closing does not occur on or before September 30, 2017, this Agreement shall terminate and be of no further force and effect, each party shall be released from its obligations hereunder, and the releases contained in paragraph 7 will be null and void.
Task: Classify this clause into ONE of the... | Label: Terminations |
4461fde2-2547-48f4-91bb-115d78c57668 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth on Schedule 3.1(g), the Company has not issued any capit... | Label: Capitalization |
5532e999-0c19-4395-8778-1dfed5c7e4dc | Clause:
There is no suit, claim, action, investigation, litigation or proceeding pending or, to the Knowledge of Bayer or its Affiliates, threatened against Bayer or its Affiliates, with respect to the Acquired Assets, the Licensed Products or the Bayer Business which (i) if adversely determined would result in a Mater... | Label: Litigations |
065bee19-02f6-47b8-bdd3-a638f87933d7 | Clause:
Each Company has (a) timely filed or caused to be timely filed all material Tax Returns required by applicable Requirements of Law to have been filed by it and (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all material Taxes due and payable, collecti... | Label: Taxes |
5b273c71-e922-498f-a64d-3819555d17ef | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary o... | Label: Intellectual Property |
98267b18-fcc7-4cc4-ae6a-b81857ef0505 | Clause:
Upon the exercise of a SAR, a member of the Combined Group shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the Strike Price, less an amount equal to ... | Label: Payments |
f502127c-e578-49fa-8b64-1f0952c6dd97 | Clause:
Your starting annual gross base salary (“Base Salary”) will be $300,000.00, to be paid in accordance with the Company’s normal payroll procedures, less all applicable withholdings and deductions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Base Salary |
d2b1c73a-3d92-41e6-972e-b69e902e2d1e | Clause:
The provisions of Section 8.5 shall apply to the security interest granted, and to the assignment effected, under Section 9.1 as well as to the Purchases, Reinvestments and the Asset Portfolio hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Further Assurances |
90d55414-f66b-41cc-99cf-797be9b7e719 | Clause:
Each party covenants and agrees that, following the Closing, it will execute, deliver and acknowledge (or cause to be executed, delivered and acknowledged), from time to time, at the reasonable request of the other party and without further consideration, all such further instruments as may be reasonable accept... | Label: Further Assurances |
840a6c06-7486-4e80-9b65-f83f9a09b846 | Clause:
The Award Agreement evidencing the grant of each Award shall set forth the terms and conditions applicable to such Award upon Termination, which shall be as the Committee may, in its discretion, determine at the time the Award is granted or at any time thereafter, and which terms and conditions may include prov... | Label: Terminations |
b5ca8aca-376b-44b2-91f0-cc14c380c375 | Clause:
Each party shall bear his, her or its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the Transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Expenses |
07a51930-c1cb-4512-a234-f98f51d440ea | Clause:
Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Secretary at the Company’s corporate headquarters, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll records of the Employer, or to such other add... | Label: Notices |
52c61117-7ddb-4ac1-8164-678451ff57bc | Clause:
This Agreement and the other Credit Documents constitute valid and binding agreements of the Borrower and each other Credit Party which is a party thereto, and each Note, when executed and delivered in accordance with this Agreement, will constitute a valid and binding obligation of the Borrower, in each case e... | Label: Binding Effects |
f7c453bd-dbf7-4c82-b0d8-36ff282a906a | Clause:
Regarding Third Parties . Each Party shall release, protect, defend, indemnify and hold the other Party harmless against any Loss by a Third Party that is not a member of the Producer Group or Gatherer Group, to the extent such Loss (a) is caused by the negligence or willful misconduct of said indemnifying Part... | Label: Indemnifications |
e6c5e33a-3e5a-4bdb-ad8c-c33bae6ebf1d | Clause:
The Borrower has (i) valid leasehold interests in (in the case of material leasehold interests in real or personal property), or (ii) good title to (in the case of all other personal property), all of its material properties and assets reflected in the financial statements referred to in Section 6.1(e), except ... | Label: Liens |
83c4eff4-b6b7-46ab-9523-e52ac5136889 | Clause:
Except with respect to termination of the Agreement under Section 9.02, notwithstanding anything in this Agreement to the contrary, Section 5.05, Article VI, Article VII, this Section 9.03 and Article XI shall survive any termination of this Agreement.
Task: Classify this clause into ONE of these types (exactl... | Label: Survival |
e1407980-641e-469d-a00a-caa63c9b51de | Clause:
Immediately after giving effect to this Fourth Amendment on the Fourth Amendment Effective Date, the representations and warranties of the Company and each other Loan Party set forth in the Loan Documents (including, for the avoidance of doubt, in the Credit Agreement) are true and correct in all material respe... | Label: Warranties |
af5865ae-cd17-4a74-b047-27989a2cf602 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce LC Exposure or other obligations shall be released promptly following (%4) the elimination of the applicable LC Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Le... | Label: Releases |
517021ae-6164-4d78-8b80-06a290bf1032 | Clause:
Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or the Required Lenders, at Borrowers’ expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded,... | Label: Further Assurances |
ee48ed47-e813-4271-87d3-4dc072d21e36 | Clause:
Any discretionary adjustments made pursuant to this Article 16 shall be subject to the provisions of Section 16.2. To the extent that any adjustments made pursuant to this Article 16 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Sto... | Label: General |
1bc62ab2-be3c-44de-a6ec-40ee124446e3 | Clause:
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Governing Laws |
d2716180-e16a-4db1-81fc-7f1c22437f6f | Clause:
All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (a) by registered or certified mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable nationwide overnight... | Label: Notices |
7e62d4d8-934c-4fab-8bea-16ae4716494c | Clause:
All payments to be made by any Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by any Borrower hereunder shall be made to the Administrative Agent, for the account of the... | Label: General |
e22f2933-7bc3-4602-bac2-f07553dc2706 | Clause:
The Lender agrees to keep confidential the terms of the Fee Letter and all non-public information provided to it by any Loan Party pursuant to or in connection with this Agreement that is designated by the provider thereof as confidential; provided that nothing herein shall prevent the Lender from disclosing an... | Label: Confidentiality |
31aeba86-75ca-48de-b686-b00baf111420 | Clause:
All corporate action on the part of the Company necessary for the authorization, execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, has been taken. This Agreement has been duly and validly executed by the Company, and, upon deliver... | Label: Authorizations |
45ff26c7-da79-45b8-9d8e-f74c7c25242e | Clause:
Each Borrower represents and warrants by this Agreement, by submission of each assignment of Collateral, and with each Advance request, the following matters. Each warranty and representation shall be deemed to be automatically repeated with each Advance and shall be true and correct in all material respects on... | Label: Representations |
1e308eac-e21a-45c1-b03a-041f0ff2d29b | Clause:
Except for HFF who has been engaged by Seller and for whose fees Seller will be responsible, neither Purchaser nor Seller has engaged a broker or sales agent for the purpose of introducing Purchaser to Seller, the Property or the transaction contemplated in this matter. Notwithstanding the foregoing, each part... | Label: Brokers |
78af93e3-2e8f-47ba-a7ea-705056f4c6f3 | Clause:
Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to... | Label: Notices |
3761d563-c133-4a6b-98c8-48a5c6ee14a7 | Clause:
This Agreement shall be governed by the laws of the State of New York applicable to agreements made and to be performed in that State, without regard to its conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Governing Laws |
313c04fd-0f88-4baa-8fba-0dd9560fa5d8 | Clause:
Each of the Debtors, the Requisite Consenting Second Lien Creditors and the Commitment Parties hereby consent to (a) the amendments set forth in the Amended Plan, (b) the amendments set forth in the BCA Amendment, including those amendments set forth in the Amended Rights Offering Procedures (as defined therein... | Label: Consents |
803ff645-b3c8-42b7-9bcd-1275fc1b01c4 | Clause:
The Buyer (or its assignee pursuant to Section 7.06 or its agent) may withhold from any payment hereunder any tax required by applicable Law to be withheld, and the tax withheld will be treated for all purposes hereof as paid to the Person with respect to which the withholding was made, to the extent that the w... | Label: Withholdings |
c3380063-ab79-49ac-ae9e-73e7d20588aa | Clause:
Each Party will pay its own costs and expenses (including fees and expenses of legal counsel and other advisors or experts appointed by such Party) in connection with the preparation, negotiation and consummation of the transactions contemplated by this Agreement and the other Transaction Documents and neither ... | Label: Expenses |
d4e896a0-5d58-4d27-a85f-9586b7ed7107 | Clause:
Pursuant to the terms and conditions hereinafter set forth, the Company hereby employs Employee, and Employee hereby accepts such employment for a period beginning on the Effective Date and ending on the one (1) year anniversary of the Effective Date (the “ Initial Term ”); provided that this Agreement shall au... | Label: Employment |
3ab4d361-9872-49e0-bb75-c6e508271b65 | Clause:
Except as provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties hereto, except that Parent may assign, it its sole discretion, any or all of its rights, interest and obligat... | Label: Assignments |
cc192d67-71e6-457e-adb7-cb07cea3a176 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmissi... | Label: Counterparts |
17d6a0bd-5fc8-4d0e-a8b3-24254bd0442d | Clause:
Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the Buyers contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive the Closing. Each Buyer shall be responsible only for its own representations, war... | Label: Survival |
6032849c-e9c6-4633-bafe-95a8efb05cc6 | Clause:
This IP Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this IP Assignment delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the sam... | Label: Counterparts |
d8b57049-c992-489f-a362-bb767c687901 | Clause:
No Party will be deemed to have waived any provision of this Facility IP License unless such waiver is made explicit in writing and signed by the Party waiving such provision. No waiver will be deemed to be a continuing waiver unless so stated in writing.
Task: Classify this clause into ONE of these types (exa... | Label: Waivers |
a625f040-1c7a-406f-b910-501b2b37281b | Clause:
Subject to the terms and conditions hereof, the Company hereby employs Executive during the term of employment set forth in Section 1.2 to serve as President and Chief Executive Officer of the Company and perform such services and duties as are normally and customarily associated with such position as well as s... | Label: Employment |
ef931f89-5fdd-4dac-9adb-17393db32f6f | Clause:
(a) Any and all payments by the Borrowers to or for the account of any Lender, the Agent or the Collateral Agent hereunder or under the other Loan Documents or any other documents to be delivered hereunder shall be made, in accordance with Section 2.14 or the applicable provisions of such other documents, free ... | Label: Taxes |
8099352e-459e-4cce-9b7c-60e826db9eba | Clause:
Except as provided in Section 2.3 , all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
Task: Classify this clau... | Label: Expenses |
df4ba7b7-5d3d-44cf-9c24-20dc703377a3 | Clause:
The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company is engaged. The Company has not received any notice or obtained any knowledge of ci... | Label: Insurances |
e653ebe9-ed50-405d-8e4c-706efd527f0c | Clause:
This Warrant, and the provisions, rights, obligations, and conditions set forth herein, and the legal relations between the parties hereto, including all disputes and claims, whether arising in contract, tort, or under statute, shall be governed by and construed in accordance with the laws of the State of Calif... | Label: Governing Laws |
daf2cd8e-6f7c-47f2-8579-7bb3ee8668be | Clause:
The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, applied without giving effect to its conflict of laws principles.
Task: Classify this clause into ONE of these ... | Label: Governing Laws |
d2c9f2e7-2863-40e1-ad80-74df689c59c3 | Clause:
During the Employment Period, the Participant shall receive an annual base salary at least equal to the Participant’s highest annual base salary as in effect with the Employer during the twelve (12)-month period immediately preceding the month in which the Change in Control occurs.
Task: Classify this clause i... | Label: Base Salary |
aa07892a-c276-4bf2-9db3-1582f414c432 | Clause:
The Borrower will not request any Borrowing, and the Borrower shall not use, and shall procure that its Subsidiaries and its and their respective directors, officers, employees, Affiliates and agents shall not use, directly or indirectly, the proceeds of any Borrowing, or lend, contribute or otherwise make avai... | Label: Use Of Proceeds |
4861e4fc-40c1-41cb-9f1f-d94314506bdb | Clause:
Licensee acknowledges and agrees that due to the unique nature of the Licensed Technical Information and other Confidential Information of Licensor, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach may result in irreparable harm to Licensor, and therefore, that up... | Label: Enforcements |
3f6f6faf-0ec8-4b99-96e5-e738decdb3c4 | Clause:
Any dispute or controversy arising under or in connection with this Stock Option Agreement shall be settled by binding arbitration in [Houston, Texas] by one arbitrator appointed in the manner set forth by the American Arbitration Association. Any arbitration proceeding pursuant to this paragraph shall be condu... | Label: Arbitration |
4ecc579a-b9c7-4971-a677-c24a526b87ce | Clause:
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, in accordance with the provisions of Section 11 hereunder, will pay the following expenses all incident to the performance of its obligations hereunder, including, but not limited to, expenses re... | Label: Expenses |
a0fec4bb-f364-4828-be09-2ad65fecab5c | Clause:
Any dispute or claim concerning any Stock Awards granted (or not granted) pursuant to the Plan or any disputes or claims relating to or arising out of the Plan shall be fully, finally and exclusively resolved by binding and confidential arbitration conducted pursuant to the rules of Judicial Arbitration and Med... | Label: Arbitration |
30929328-c9e1-4b3e-b359-69ed0dced1fc | Clause:
Sections 7, 8, 9, 10 and 11 of this Agreement shall survive after the Term.
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, B... | Label: Survival |
8d0101a8-1d66-4922-9310-e5475e446693 | Clause:
All notices by the Participant or the Participant’s successors or permitted assigns shall be addressed to Differential Brands Group, Inc., 1231 South Gerhart Avenue, Commerce, California 90022, Attention: Lori Nembirkow, Senior Vice President, Legal & General Counsel, or such other address as the Company may f... | Label: Notices |
4a0a5462-4710-4dc5-8aa9-a4241fdcc287 | Clause:
Any Lender may at any time, without the consent of, or notice to, any Borrower, the Administrative Agent, any L/C Issuer or any Swing Line Lender, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ... | Label: Participations |
67dc37b2-02b5-4921-8bca-518aa30d7015 | Clause:
EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHE... | Label: Waiver Of Jury Trials |
921117fa-cc90-4ae0-8a8e-ade568c53318 | Clause:
All notices required or permitted under this Award Agreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party. Notice given by mail as below set out shall be deemed delivered at the time and on the date the same is ... | Label: Notices |
5cb18006-bd0d-4737-928e-b81e09e497f1 | Clause:
To the extent not preempted by ERISA, this Plan shall be governed by and construed in accordance with the laws of the State of North Carolina (without reference to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding that is commenced to resolve any matter arising under or rela... | Label: Governing Laws |
6c4ac2b1-176c-42f7-9747-2e72ac76cba9 | Clause:
Limitation on Guarantee Obligations . In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of... | Label: General |
bbec54a6-601e-4bde-814a-254ca65c8fa4 | Clause:
The Executive shall be entitled to all other benefits as similarly situated executives.
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, Ba... | Label: Benefits |
a718fd5f-3821-41f4-b55f-8167d6503f0a | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE... | Label: Counterparts |
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