id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
1ff192c8-9dd6-4e6b-8d75-62ded6e3652f | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Counterparts |
54d2c172-362f-4a11-81d7-7819dbdc82bd | Clause:
The agreements in this Section and the indemnity provisions of Section 13.1(e) shall survive the resignation of the Administrative Agent, any Issuing Lender and the Swingline Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other O... | Label: Survival |
0518e727-6df1-4716-a944-44cf61bbff6f | Clause:
Except for matters that would not reasonably be expected to result in a Material Adverse Effect, each Grantor shall comply with all laws, ordinances, orders, rules, regulations, and requirements of all federal, state, municipal or other governmental or quasi-governmental authorities or bodies including, without... | Label: Compliance With Laws |
763aea7a-446e-4951-a22e-794b7db13e17 | Clause:
Borrower shall deliver to Lender: (a) at the time of filing of Borrower’s Form 10-K with the U.S. Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (ii) at the time of filing of Borrower’s Form 10-Q with the U.S.... | Label: Financial Statements |
508475d8-2ba6-4384-ad31-06edf8857ec8 | Clause:
Promptly upon written request of the Agent, cure any defects in the execution and delivery of any of the Loan Documents to which the relevant Borrower is a party and all agreements contemplated thereby, and execute, acknowledge and deliver to the Agent such other assurances and instruments as shall, in the reas... | Label: Further Assurances |
2003fedf-9b7b-41d7-ab16-5746d0e05eda | Clause:
This Amendment No. 1 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns permitted pursuant to Section 12.9 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Binding Effects |
60e4d587-1229-4860-b555-251d0efbacc9 | Clause:
THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Governing Laws |
1fdd2866-3c56-4736-9f89-8c291f09db77 | Clause:
The Administrative Agent shall have received (i) all fees payable thereto or to any Lender on or prior to the First Amendment Effective Date, and (ii) all fees and expenses as required pursuant to Section 5 of this Amendment or otherwise in connection with this Amendment (including, without limitation, the reas... | Label: Expenses |
0da45b8a-5767-47c9-88fe-8faa12b87efd | Clause:
If any term or provision of this First Amendment shall, to any extent, be determined by statute or by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this First Amendment shall not be affected thereby, and each term and provision of this First Amendment shall be valid and enfo... | Label: Severability |
5fe0ad28-a37f-47ec-8103-6256373eafab | Clause:
In consideration of your employment with the Company, you agree to enter into the Confidentiality, Non-Competition and Non-Solicitation Agreement attached hereto as Annex A.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Confidentiality |
804a1e61-43c7-4fb8-a84d-7a585c31b7f4 | Clause:
(a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Admi... | Label: Authority |
a5021a9a-b707-4740-879d-a23effba0034 | Clause:
At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any ... | Label: Remedies |
7522c823-bbf3-4e67-a3e9-94269bf3207c | Clause:
Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to... | Label: Notices |
1879892c-cd8a-4b72-89d3-3481c72a4c3c | Clause:
If any term or provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceab... | Label: Severability |
43ac4453-5c44-4fb9-ac87-44d79f375548 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 12(g), 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company w... | Label: Financial Statements |
b72b6f4d-68fb-4df3-8058-edd3747f5d93 | Clause:
All reports, financial statements, certificates or other written information (other than any financial projections, budgets, estimates and other forecasts and other forward looking information and information of a general economic or general industry nature) furnished by or on behalf of any Loan Party to the Ad... | Label: Disclosures |
ce06fead-bd13-41c6-8247-6b0347df0a38 | Clause:
There are no actions, suits, or proceedings pending or, to any Credit Party’s knowledge, threatened in writing against any Restricted Entity, at law, in equity, or by or before any Governmental Authority, which could reasonably be expected to result in a Material Adverse Change. Additionally, except as disclose... | Label: Litigations |
2b5ac029-1249-4141-a7a8-4cee95ac880f | Clause:
The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not: (i) violate any judgment, order, injunction, or decree to which Seller or the Property is subject, or (ii) conflict with, result in a breach of, or constitute a default under t... | Label: No Conflicts |
355df19c-f04a-448d-831d-26e09369640b | Clause:
The parties shall execute such documents and other papers and take such further actions, as may be reasonably required or desirable, to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts to fulfill or obtain in the fulfillment of the conditions t... | Label: Further Assurances |
8b2ceba7-d632-4a5a-b0ad-19522f43c042 | Clause:
Except as otherwise provided by ERISA, this Plan and all provisions thereof shall be construed and administered according to the laws of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Governing Laws |
df2108f5-e3f4-4ddb-bd0e-66822fea00f8 | Clause:
The completion of the purchase and sale of the Common Units (the “ Closing ”) shall occur at a place and time (the “ Closing Date ”) to be specified by the Company, and of which the Investors will be notified in advance in accordance with Rule 15c6-l promulgated under the Securities Exchange Act of 1934, as ame... | Label: Closings |
d0a2b229-84e9-471c-b423-c3c3535790ae | Clause:
This Agreement and the other PMH Documents and all covenants, agreements, representations and warranties herein and therein and in the certificates delivered pursuant hereto and thereto, shall survive the entering into of the Transaction and shall continue in full force and effect so long as any Obligations are... | Label: Survival |
b96dbfae-4302-48ac-bea5-31aa1a77d612 | 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 Administrative Agent represents and warrants that this Agreement is binding upon the Credit Agreement Secured Parties. ... | Label: Authorizations |
703def27-8ccf-4e83-8d7c-f7f4cf7c6517 | Clause:
The Company will reimburse Director in accordance with the non-employee director expense policy attached hereto as Exhibit A.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Expenses |
28704266-740f-42b9-ba49-24dbbadcdb79 | Clause:
The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by Agent with respect to any Loan referred to in such Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Records |
ff475457-38f4-4fe6-8e62-fa9a2ffc18ce | Clause:
Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the Performance Measures to be achieved during the applicable Award Period, the number of shares of Stock subject to any Performance Share Award, and the amount of any payment to be made upon achievement of the Pe... | Label: General |
094c8436-876a-49f4-a6b5-ede130eb325e | Clause:
This Agreement, along with the above-referenced Continuity Agreement and Noncompetition Agreement which are hereby incorporated by reference (collectively the “New Agreements”), shall supersede all Prior Agreements between you and the Company and/or WWCL. To the extent the terms of the New Agreements differ in ... | Label: Entire Agreements |
0da0ad54-c850-4576-b9e6-37d2a4cd89a9 | Clause:
As soon as available and in any event within 75 days after the end of its fiscal year, copies of the unaudited annual income statement and balance sheet of such Seller, prepared in conformity with GAAP.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Financial Statements |
ce4f2b36-f017-446c-8e30-dd30d4c60aa3 | Clause:
No failure or delay by the Administrative Agent or any other Holder of Obligations in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or ... | Label: No Waivers |
419a05ba-952e-4dae-91e7-f65ad0524b4c | Clause:
Employee understands that this Agreement shall be null and void if not executed by him within 21 days. Each Party has 7 days after that Party signs this Agreement to revoke it. This Agreement will become effective on the 8th day after Employee signed this Agreement so long as it has been signed by the Parties a... | Label: Effective Dates |
8a465625-8bd4-4ee6-80f8-2585881f6c53 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior ... | Label: Successors |
baf792fc-8686-45f9-a4b1-f4d70df5db48 | Clause:
This authorization may be amended to cover new, changed, or additional use(s) or area not previously considered in the approved Master Development plan. In approving or denying changes or modifications, the authorized officer shall consider among other things, the findings or recommendations of other involved a... | Label: Amendments |
3c287b83-a4b3-42c6-8f92-4b5f474a2802 | Clause:
Schedule 5.7 sets forth, as of the Closing Date and after giving effect to the transactions contemplated hereby, (i) all of the Subsidiaries of Crawford (including each Foreign Subsidiary Borrower), (ii) as to each U.S. Subsidiary and Foreign Subsidiary Borrower, (x) the number of shares, units or other interes... | Label: Subsidiaries |
fe4f3e9a-63f4-40fb-b934-4af0a151c40a | Clause:
With respect to any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, each of the parties hereby irrevocably, to the extent not prohibited by applicable law that cannot be waived, waives, and covenants that it will not assert (whether as plaintiff, defend... | Label: Waiver Of Jury Trials |
4011517d-0aae-48bf-89c0-2a4849ce7cf3 | Clause:
The agreements in this Section and the indemnity provisions of Section 11.02(c) shall survive the resignation of the Administrative Agent, any L/C Issuer and any Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the... | Label: Survival |
f21ed1c5-8f4e-410b-9853-c0da29b8cfc2 | Clause:
The Company hereby employs Executive as the Chief Executive Officer (the “Position”) and Executive hereby accepts such employment, upon the terms and subject to the conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Employment |
ba7531ad-484f-4422-bbfd-1840bdef86f2 | Clause:
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the ... | Label: Warranties |
1a853d17-66d2-4b6f-ae5e-56772405de54 | Clause:
The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Term Lender, the termination this Agreement, the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Survival |
f5c0d665-e205-4b8c-a96a-5ea67b095035 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execu... | Label: Confidentiality |
8d1b0a5b-2aa4-4e4d-a7f4-203a1c37825c | Clause:
This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Any counterpart delivered by facsimile, pdf or other electronic means shall have the same import and effect as o... | Label: Counterparts |
c80d9afb-a87d-4487-b504-2b06bb1fc18e | Clause:
This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.
Task: Classify this clause into ONE of these types (exactly o... | Label: Counterparts |
c84318b8-1158-4d61-855d-3d84060119be | Clause:
As a condition of employment, the Executive agrees to execute and abide by the Company’s current form of Proprietary Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “ Confidentiality Agreement ”), which may be amended by the parties from time to time without regard to this Agreement... | Label: Confidentiality |
b79e4071-d726-4d05-8551-90a34795b412 | Clause:
The headings used in this Option are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Option.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Headings |
732098ed-af31-441e-90cb-4ec6940126ef | Clause:
The Parent agrees to pay to the Administrative Agent and Citigroup Global Markets Inc., for their respective accounts, the fees agreed to by the Parent, the Administrative Agent and Citigroup Global Markets Inc. pursuant to that certain letter agreement dated September 26, 2017, or as otherwise agreed in writin... | Label: Fees |
e21230dc-305e-4c22-9320-df4fcb4e45cd | Clause:
You understand that the Company reserves the right to make personnel decisions regarding your employment, including but not limited to decisions regarding any job functions, title, promotion, compensation, and benefit adjustment, transfer or disciplinary action, up to and including termination, consistent with ... | Label: Adjustments |
d014277f-dda5-4896-83b9-fe85787a78e3 | Clause:
This Section G. shall survive and shall continue to be binding on the parties notwithstanding any termination, cancellation or expiration of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Survival |
da23cef6-fb72-406c-a799-148ead925076 | Clause:
Seller and Purchaser agree that, no public release or announcement concerning the Transaction Documents or the transactions contemplated thereby shall be issued by either party or its Affiliates without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), e... | Label: Publicity |
7bb541e0-bba0-41ab-930c-1bfac72c6e2a | Clause:
The provisions of this Agreement are severable, and if any part of this Agreement except Paragraphs 3, 5 or 7 are found by a court of law to be unenforceable, the remainder of the Agreement will continue to be valid and effective, and the court is authorized to amend relevant provisions of the Agreement to carr... | Label: Severability |
e5d242bf-4f1f-492a-ad42-acfab4429b2e | Clause:
Neither SuckerPunch nor the SuckerPunch Shareholder is aware of, or has discovered through due diligence, any breach by Parent of its representations and warranties made in Article 6 of this Agreement, which has not been disclosed to Parent.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Representations |
8b7bdeed-7e78-483a-9dc0-eb15e0f2a98e | Clause:
Capitalized terms used but not defined in this Agreement are defined in (a) Appendix A to the Series 2017-1 Indenture Supplement, dated as of May 1, 2017 (the “ Indenture Supplement ”), between the Grantor, as Issuer, and The Bank of New York Mellon, as Indenture Trustee, or (b) Appendix A to (i) the Fifth Amen... | Label: Definitions |
8ccf3db0-f8db-4518-a5c8-fac42fc59999 | Clause:
The parties acknowledge that this Amendment is a written instrument and that by their signatures below they are agreeing to the terms and conditions contained in this Amendment. Further, the parties acknowledge and agree that the Agreement, as amended by this Amendment, may not be further amended without EQT’s ... | Label: Amendments |
60662b2d-cfe1-4fa9-ae04-387212aeb89f | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law (a) the validity, legality, and enforceability of such provision in any other circums... | Label: Severability |
7d7a5594-48cb-4fdb-8a45-807e4406d64f | Clause:
On each Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrently with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser, agrees to purchase, the Purchaser’s Closing Subscription Amount as set forth on ... | Label: Closings |
5948e782-6ad9-4eed-ab87-05ff4dfdf32a | Clause:
There shall be no change in the matters reflected in the Title Documents, and there shall not exist any encumbrance or Title Defect affecting the Property not described in the Title Documents except for the Permitted Exceptions or matters to be satisfied as of the Closing Date.
Task: Classify this clause into ... | Label: Titles |
406d5915-fc15-4648-8958-d971efef7288 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior ... | Label: Successors |
de00d70a-9b29-49a7-910e-a0e94d8bc2a8 | Clause:
This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of the party against whom enforcement is sought.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Amendments |
1a6fade0-9415-4d2d-8bb4-65e7a89498ae | Clause:
Section 4.19 of the Disclosure Schedules sets forth a true and complete list of all casualty, directors and officers liability, general liability, workers compensation, product liability and all other types of insurance policies maintained with respect to the Company, together with the carriers and liability l... | Label: Insurances |
c9857c4d-0553-4174-9f92-cc7a34daca67 | Clause:
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable... | Label: Severability |
4e134e53-f24a-4172-a78b-2d10dc1051cd | Clause:
Except with respect to any such time as Tenant is a corporation whose shares are traded on a US public securities exchange, Tenant shall within 30 days after receipt of written request from Landlord but, so long as no Event of Default exists, not more frequently than once within any twelve-month period, provide... | Label: Financial Statements |
1f0b7eea-7bb9-43bf-84af-7df2b4486873 | Clause:
Recognizing that irreparable damage will result to the Company in the event of the breach or threatened breach of any of the foregoing covenants, agreements and assurances by you, and that the Company’s remedies at law for any such breach or threatened breach may be inadequate, the Company, in addition to such ... | Label: Specific Performance |
6b5c77cd-3b18-4a5a-ba7a-5dab45a6d3ab | Clause:
In the event of any conflict between this Agreement and the Plan, the Plan shall control.
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, ... | Label: Interpretations |
1d23e432-380b-4892-92db-d19dbd7d85ee | Clause:
Except as would not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 3.23 , (a) the Borrower and each of its Subsidiaries owns, or possesses the right to use, all Intellectual Property that are used or held for use in or are otherwise reasonably necessary for the present cond... | Label: Intellectual Property |
181aa544-28e9-4e93-a158-edb7590b1552 | Clause:
Except as otherwise provided in Section 2.07, ETP shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder. In addition, ETP shall not be responsible for any Selling Expenses. ETP will pay all Registration Expenses in connection with any Shel... | Label: Expenses |
167c906f-bbc5-49ca-972d-2ed25d67f7f5 | Clause:
Borrowers agree that in extending loan advances, Bank is relying on all representations, warranties, and covenants made by Borrowers in this Agreement or in any certificate or other instrument delivered by Borrowers to Bank under this Agreement or the other Loan Documents. Borrowers further agree that regardles... | Label: Warranties |
ffc8572c-8819-41a4-b209-d50f6977edd4 | Clause:
The rights and obligations under the Plan and any Award Agreements shall inure to the benefit of, and shall be binding upon the Company, its successors and assigns, and the Participants and their respective beneficiaries and legal representatives.
Task: Classify this clause into ONE of these types (exactly one... | Label: Successors |
0a21672f-86d1-4a2a-a24e-419b62b0258d | Clause:
As of the Effective Date, Borrower has no Subsidiaries. Borrower does not own any stock, partnership interest or other equity securities of any Person, except for Permitted Investments.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Subsidiaries |
0e95623b-23ed-48cc-b150-760c03e81eb1 | Clause:
Except as set forth in the SEC Reports or on Schedule 2.1(p) , none of the officers, directors or employees of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors),... | Label: Transactions With Affiliates |
3098796f-1063-4fc8-afc5-55d4dbbe9659 | Clause:
Executive shall have supervision, control over, and responsibility for the day-to-day business and affairs of the Company and shall have such other powers and duties as may from time to time be prescribed by the CEO, provided that such supervision, control over, responsibilities and duties are consistent with E... | Label: Duties |
a82ec6ee-edbb-4734-88df-3edf1dfc7850 | Clause:
The Administrative Agent shall have received the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2016 and the related audited statements of income and retained earnings and cash flows for the Fiscal Year then ended.
Task: Classify this clause into ONE of these types ... | Label: Financial Statements |
9664bf5d-d102-4f57-82cd-68fe8b502e6d | Clause:
The Executive’s initial annual base salary is Four Hundred Eighty Thousand Dollars ($480,000). Such amount may be increased from time to time in the sole discretion of the Compensation Committee of the Board (such amount, as may be so increased, is hereafter referred to as the “Base Salary”), and shall be payab... | Label: Base Salary |
40886b01-b369-481b-b548-ebf98f0e8866 | Clause:
Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. Investor was newly formed for the purpos... | Label: Organizations |
beb4173c-e7bb-4030-a5f3-cc9053adadd9 | Clause:
No change in Control of Borrower shall occur.
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 Effects, Book... | Label: Change In Control |
2941e589-ccc1-4cd2-99fa-0fa146da0e0b | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of DELAWARE.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Governing Laws |
e91e3254-bfce-4b65-8bdf-4300fd798238 | Clause:
This Agreement and the APA (and the other documents entered into in connection with the Contemplated Transactions) collectively set forth the entire understanding of the Company and the Restricted Holder relating to the subject matter hereof and supersedes all other prior agreements and understandings between t... | Label: Entire Agreements |
36d67916-20c2-47f0-a69d-e0ae57dec12b | Clause:
Pay and discharge promptly when due all Taxes, imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all material lawful claims which, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon such properties ... | Label: Taxes |
4462b18c-cdb8-44a5-b181-3cd87d662799 | Clause:
As required by federal law and Administrative Agent's policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administ... | Label: Confidentiality |
3c700a77-aea6-4eee-97de-0c7727e0eb0e | Clause:
Seller shall file all federal, state and local returns, and, to the extent applicable, estimates and reports and pay all amounts then due, for all taxes for all periods through and including the Closing Date to the extent due and payable at any time prior to the Closing Date hereunder and otherwise to the exten... | Label: Taxes |
fbf1812b-ef76-48bd-96f0-999a9747c895 | Clause:
Except as disclosed in Schedule 3(f), since December 31, 2015, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits ... | Label: Financial Statements |
aef30210-9b19-4a6f-9a38-8050868ec4f5 | Clause:
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of (a) actual receipt, (b) personal delivery to the party to be notified, (c) when sent if sent by electronic mail or facsimile during normal business hours of... | Label: Notices |
d5209a13-e280-4e95-825b-d8c8870fbebf | Clause:
In addition to any other remedies available at law or under the terms of this Plan, the Company will be entitled to obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of this Plan, in particular, Section 5.1, it being agree... | Label: Remedies |
ae57416d-8991-4163-9985-11112299901f | Clause:
In the event of Participant’s Termination of Service for any reason, Participant will immediately and automatically forfeit to the Company any Shares that are not Vested Shares (the “ Unvested Shares ”) at the time of Participant’s Termination of Service, except as otherwise determined by the Administrator or p... | Label: Forfeitures |
1daf1f61-ae34-4bba-b4bf-dde42eeacc98 | Clause:
IHG hereby releases, discharges, and hold harmless BEGI, Inc. (as well as its respective officers, directors, shareholders, managers, subsidiaries, members, partners, owners, principals, affiliates, divisions, subsidiaries, parents, contractors, attorneys, predecessors, successors, assigns, insurers, associates... | Label: Releases |
0f47f2d3-40dc-4796-8e51-becf56b6a24d | Clause:
In the event that Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “ Proceeding ”), other than any Proceeding initiated by Executive or the Company related to any contest or dispute between Executive and t... | Label: Indemnifications |
e4bd158f-c7f6-47d5-8ed8-78ca5589d082 | Clause:
All of the outstanding shares of Common Stock of the Issuer have been duly and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. The Common Stock to be sold pursuant to this Agreement has been duly authorized, reserved for issuance and, when issued and delive... | Label: Authorizations |
9a2d9189-86bb-445e-b7e7-e0583ec09179 | Clause:
Provided that you execute this letter agreement, you will be employed by the Company upon the terms and conditions set forth in this letter agreement for the period effective on August 1, 2017 (the “ Effective Date ”) and ending as provided in Section 4 (the “ Employment Period ”).
Task: Classify this clause i... | Label: Employment |
d4454d56-1d99-49d3-8b72-a936e10abcbc | Clause:
This Lease and the rights and obligations of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws and decisions of the State of Oklahoma.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
9cd43443-1338-4e3a-a66d-db6b50c26dc2 | Clause:
The Plan and any Programs or Award Agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Governing Laws |
04066851-aa14-454b-bf10-462eeea94187 | Clause:
Executive agrees that receipt of the severance described in Sections 1.7(a), (b), (c), and (d) will remain confidential between Executive and Executive’s counsel (if any), and will not be revealed to anyone else whatsoever (except Executive’s spouse or tax preparer who shall also be bound by this confidentialit... | Label: Confidentiality |
1cccea94-2041-4f59-ba3a-d136aca89560 | Clause:
This Note may not be modified or amended in any manner except in writing executed by the Company and the Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Amendments |
4f8cdab2-27e0-40d7-8fb0-67474d190b7a | Clause:
The Company hereby employs Executive and Executive hereby accepts employment by the Company upon all of the terms and conditions as are hereinafter set forth. Terms of employment with the Company are also governed by the Company’s employment policies in effect from time to time. The Company shall provide a copy... | Label: Employment |
f4811458-e863-4694-9a3b-41962a984c31 | Clause:
The Company shall use the proceeds from the issuance of securities pursuant to this Agreement solely to repay all outstanding borrowings under the Revolving Credit Facility, redeem in full the Senior Secured Notes and for general corporate purposes.
Task: Classify this clause into ONE of these types (exactly o... | Label: Use Of Proceeds |
dd63e9e6-39bb-4c8d-b9ba-8895ae351e0a | Clause:
Daily Engage currently has all Permits which are required for the operation of its business, other than those the failure of which to possess would not have a Material Adverse Effect on Daily Engage. Daily Engage is not in default or violation (and no event has occurred which, with notice or the lapse of time ... | Label: Compliance With Laws |
7a927569-a957-40e6-8af6-577f7fa7f2f3 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquire... | Label: Participations |
edb15589-8182-4a4a-b54d-229cc99f156e | Clause:
Because this Agreement contains a release of claims set forth in Exhibit B , this Agreement shall not become effective or enforceable until the eighth day after Contractor signs this Agreement. In other words, Contractor may revoke Contractor’s acceptance of this Agreement within seven (7) days after the date C... | Label: Effective Dates |
99034e2e-4b64-48c6-9c20-fc69baacb396 | Clause:
If any right, preference, or limitation of the Series A Preferred Stock set forth in this Certificate of Designations is invalid, unlawful, or incapable of being enforced by reason of any rule of law or public policy, all other rights, preferences, and limitations set forth in this Certificate of Designations w... | Label: Severability |
da954e55-d694-4090-ac07-1d640fea6c6b | Clause:
This Sublease may be executed by the parties hereto in separate counterparts, all of which, when delivered, shall together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Counterparts |
cbe0740a-ef3b-4454-8911-381e9bf96f1f | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT FR... | Label: Submission To Jurisdiction |
acb25ee1-65a0-441b-9584-f3dd11cd575e | Clause:
The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Adm... | Label: Successors |
7c82459d-4746-4ee0-a4da-28319cc6192d | Clause:
During the term of this Agreement (including all renewal periods, if any, the “ Term ”), Executive agrees to be employed by and to serve as the Senior Vice President, Global Manufacturing and Quality and Luminex agrees to employ and retain Executive in such capacity subject to the provisions of this Agreement. ... | Label: Duties |
fe3a5d63-91c3-494f-8ea3-c1d86119aa9e | Clause:
The Grant Date Performance Shares will be eligible to vest based on your continued employment and the achievement of the performance conditions described in Exhibit B . Subject to your continued employment at each of the first, second and third anniversaries of the Closing Date (each, a “ Vesting Date ”), you w... | Label: Vesting |
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