id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b4fb362b-23ca-461c-b63d-27c41697b83f | Clause:
In the event any one or more of the provisions contained in this Mortgage should be held invalid, illegal or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law and the validity, legality and enforceability of the remaining provisions contained herein shall not ... | Label: Severability |
ecbf7aac-b642-4b67-951e-fb7e7bdbf1f1 | Clause:
This Agreement and Amendment, and all attachments hereto, represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between the Parties regard... | Label: Entire Agreements |
d3786ac3-3862-4d5b-b4d6-1bfa52901777 | Clause:
The Loan Parties agree, jointly and severally, to pay on demand all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Agreement and the syndication of the 2017 Incremental Term Loans, including, without limitati... | Label: Expenses |
b1e549e4-3d10-4ed8-a3a4-6f338a4f9ee9 | Clause:
All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or by facsimile transmission or mailed (by registered or certified mail, postage prepaid, return receipt requested) or delivered by reputabl... | Label: Notices |
80da1a3a-adc0-47d6-bbdc-7fe9d9e26c16 | 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, except as otherwise provided herein (including without limitation as permitted under Section 7.04 ) the Borrower may not assign or othe... | Label: Successors |
0e644468-337d-47a8-8b42-88466f967be9 | Clause:
All payments made by any Loan Party under any Loan Document will be made free and clear of, and without deduction or withholding for, any Taxes, except as otherwise required by applicable law, and in the event any deduction or withholding of Taxes is required, the applicable Loan Party shall make the requisite ... | Label: Payments |
7cb2ac57-4779-4efb-b318-3f6bfd5c0344 | Clause:
(a) The Partnership’s registered agent and registered office for service of process in the State of Delaware shall be as set forth in the Certificate, as the same may be amended by the General Partner from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Existence |
fa55a877-34a2-40b8-b6f1-2a75d483553c | Clause:
Holdings will, and will cause each of the other Loan Parties to, from time to time duly authorize, execute and deliver, or cause to be duly authorized, executed and delivered, such additional instruments, certificates, Financing Statements, agreements, notices or documents, and take all such actions (including ... | Label: Further Assurances |
ad327891-3749-4bc6-bb6b-1a36d8336eb8 | Clause:
Payment of this Note is secured, without limitation, by the Mortgage, which covers real and personal property located in Rio Rancho, New Mexico. THIS NOTE AND EACH OTHER LOAN DOCUMENT (AS DEFINED IN THE LOAN AGREEMENT), AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRAC... | Label: Governing Laws |
2627e7e1-c247-4cd2-a78a-391a12ba3fcc | Clause:
No waiver or course of dealing shall be established by (a) the failure or delay of Lender to require strict performance by Borrowers under any Loan Document, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any Letter of Credit during a Def... | Label: Waivers |
c5b3c616-3f79-4714-867f-042b1297b2b1 | Clause:
The Assignees will, jointly and severally, indemnify and hold the Assignor and its directors, officers, shareholders, members, partners, employees and agents (each, a “ Indemnified Party ”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including ... | Label: Indemnifications |
28bb5bb9-fedc-4c1d-a01f-0b8aa7a61bf2 | Clause:
Borrower agrees, whether or not the transactions hereby contemplated shall be consummated, to pay, and save Lender and any agent of Lender harmless against liability for the payment of all reasonable expenses arising in connection with this transaction, including, without limitation, any state documentary stamp... | Label: Expenses |
2c6cd6f8-9cf2-4cc0-8b99-60cf29519716 | Clause:
Except as otherwise expressly provided herein, all notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when received via e-mail at the addresses set... | Label: Notices |
db311467-b1d5-45e0-b851-d3cbba863a32 | Clause:
The Consultant agrees that the Company will be the sole and exclusive owner of all right, title and interest in and to all ideas, inventions, works of authorship, work product, materials, and other deliverables conceived, made, developed, reduced to practice, or worked on by Consultant, alone or in conjunction ... | Label: Assignments |
e173c1a7-fd87-4d81-8ac0-826403fddcf7 | Clause:
Each of the Obligors (i) has been duly organized or formed, as the case may be, is validly existing and is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as now being... | Label: Organizations |
0ca4a454-01bd-4ce5-b0ba-ef34d53391a3 | Clause:
This letter, together with any exhibits attached hereto, constitutes the entire understanding and agreement of the parties hereto regarding your service as Executive Chairman with the Company and supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements betwee... | Label: Entire Agreements |
567908d1-7f86-44a2-ad86-a53b7159a323 | Clause:
In addition to Franchisee’s obligation under this Agreement to procure and maintain insurance, Franchisee agrees to indemnify and hold harmless Hyatt, its Affiliates, and its and their respective owners, officers, directors, agents, employees, representatives, successors, and assigns (the “ Hyatt Indemnified Pa... | Label: Indemnifications |
ce8aa877-120c-475e-8e30-8489c6dfe03c | Clause:
This Agreement shall remain in full force and effect unless and until the Support Agreement is terminated in accordance with its terms (except for a termination of the Support Agreement on account of the consummation of the Merger). In the event that the Merger Agreement is terminated in accordance with its ter... | Label: Terms |
5382e5f1-3ec8-4c43-9575-da8ca329a97c | Clause:
This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, superseding all prior written or oral understandings or communications. This Agreement may not be amended or modified, except by a written agreement signed by each of the parties hereto (wit... | Label: Entire Agreements |
608803e1-a22e-49ec-8230-37f5f6e8afcd | Clause:
Borrowers shall pay the amounts required to be paid in the Fee Letter and the GSO Fee Letter in the manner and at the times required by the Fee Letter and the GSO Fee Letter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Fees |
b64fbbd5-e612-4d80-bdb2-3492649aa15c | Clause:
All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Definitions |
35d27e34-2587-40f1-a022-52b8d17825ab | Clause:
Each Lender acknowledges and agrees that any information or data it has acquired from or about the Company, not otherwise properly in the public domain, was received in confidence. Each Lender agrees not to divulge, communicate or disclose, except as may be required by law or for the performance of this Agreeme... | Label: Confidentiality |
f960063d-6e92-41c2-ba01-feddd7cd061b | Clause:
This Letter Agreement may only be enforced by CF Corp at the direction of GSO, and nothing set forth in this Letter Agreement shall be construed to confer upon or give to Seller or any other Person (including CF Corp’s and Seller’s direct and indirect creditors), other than the parties hereto and their respecti... | Label: Enforceability |
0b5e6919-e231-4976-ab5c-d5ba69f18f15 | Clause:
The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Tax Withholdings |
1b189863-7280-48c3-b505-404f7a2deb2a | Clause:
This Agreement is not entered into in contemplation of insolvency or with intent to hinder, delay or defraud any of Pledgor’s creditors. Pledgor is not insolvent within the meaning of 11 U.S.C. Section 101(32). Pledgor has received reasonably equivalent value in exchange for entering into this Agreement.
Ta... | Label: Solvency |
4679d0b4-3a74-4085-9f7b-f2ef5f1f192c | Clause:
Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors by operation of law and permitted assigns of the parties hereto. No assignment of this Agreement may be made by any party at any time, whether or not by operation of law, without the oth... | Label: Assignments |
5c01d17d-8872-40c7-a21b-b8ce36e7dc77 | Clause:
In the event that benefits under this Agreement are not paid to the Executive (or to his Beneficiary in the case of the Executive's death) and such claimant feels he is entitled to receive such benefits, then a written claim must be made to the Administrator within 60 days from the date payments are refused. ... | Label: Arbitration |
e9bbc5cf-2e30-462b-99f7-f8e11843efbe | Clause:
No amendment of any provision of this Agreement will be effective unless made in writing and signed by an officer or a duly authorized representative of each party. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or pa... | Label: Amendments |
11079a85-5679-4389-b934-3c53968235b6 | 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. Signatures on this Agreement may be communicated by facsimile and or other electronic transmission and shall be binding upon the parties h... | Label: Counterparts |
923b52c1-6c49-4beb-a7c2-9a23e2f2c652 | Clause:
This Award Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, other than its conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Governing Laws |
a9fdd642-e002-4cc2-b177-22835d0e2efc | Clause:
This Agreement shall become effective when it shall have been executed by each of the parties hereto and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto.
Task: Classify this clause into ONE of these types ... | Label: Binding Effects |
59ce45b1-5794-4ab1-a27b-a34ae91fc6d3 | Clause:
Proceed to protect, exercise, and enforce such rights and remedies as may be provided by this Agreement, any security instrument or document, any other Loan Document, or under Law. Each and every one of such rights and remedies will be cumulative and may be exercised from time to time, and no failure on the par... | Label: Enforcements |
3308fd87-600e-4d55-8c28-a91896494760 | Clause:
Any notice or communications in connection herewith shall be sufficiently given only if given in the manner provided for in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Notices |
e58a510c-7551-47d3-bf0e-86bc8dc7b4ed | Clause:
Effective as of the Plan Effective Time, HLT shall Assume each equity-based incentive plan sponsored or maintained by Hilton as of the Cut-Off Date that is made available to certain Pre-Existing Hilton Employees as of the Cut-Off Date, including, without limitation, the HLT 2013 Omnibus Incentive Plan (the “ OI... | Label: General |
b376a8d2-5187-438c-b661-d88625c0e88e | Clause:
If any term, covenant, condition or provision of this Employment Agreement or the application thereof to any person or circumstance shall, at any time, or to any extent, be determined invalid or unenforceable, the remaining provisions of this Employment Agreement shall not be affected thereby and shall be deeme... | Label: Severability |
a17c1566-bdc9-49e8-ba56-3a655d6db9dc | Clause:
This Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between this Agreement and the Plan provisions, the Plan provisions will control. The term “ you ” and “ your ” refer to the Grantee named in this Agree... | Label: Miscellaneous |
5af11b95-28be-45dc-a66a-da655cd3d72d | Clause:
The Company and each Subsidiary will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, and Intellectual Property material to the conduct of its business; provided that the foregoing shal... | Label: Existence |
0188478c-3999-4a01-8bb4-b176a33aef5d | Clause:
You agree that, for a reasonable period following the execution of this Agreement, you shall cooperate with IRET in transitioning your responsibilities, providing information related to customers with whom you worked, and promptly complying with other reasonable requests of IRET related to the conduct of IRET’s... | Label: Cooperation |
1f580ff5-4ca9-409f-bc52-c727094b6d10 | Clause:
The Parties shall comply with all applicable laws, rules, regulations and orders of the United States and applicable European countries and European supra-governmental organizations, and all jurisdictions and any agency or court thereof in connection with this Agreement and the transactions contemplated thereby... | Label: Compliance With Laws |
facd5806-bee9-4219-a3c3-660e2dde1fa6 | Clause:
In addition to any compensation received under this Section 4, the Company shall reimburse the Consultant for all reasonable travel, lodging, meals, and other prior approved out-of-pocket expenses incurred or paid by the Consultant in connection with the performance of his Services under this Agreement; provide... | Label: Expenses |
02f92988-a73c-4625-99c9-e5e94689bc5f | Clause:
Unless otherwise determined by the Committee at the time of grant (or, if no rights of the Participant (or, in the case of his death, his estate) are substantially impaired, thereafter), no Performance-Based Cash Award or pro rata portion thereof shall be payable to any Participant who incurs a Termination prio... | Label: Terminations |
126d11c7-f02d-4d1d-8454-ab796c254eca | Clause:
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or other electronic imaging shall have the same force and effect as... | Label: Counterparts |
0ebcb22f-1b50-4f8a-9095-c4c2077cc36f | Clause:
Executive acknowledges that Executive may provide the image, likeness, voice, or other characteristics of Executive in the services, materials, computer programs and other deliverables that Executive provides as a part of this Agreement. Executive hereby consents to the use of such characteristics of Executive... | Label: Releases |
4299c156-3c05-427d-a663-b10c0d0d9388 | Clause:
If any court determines that any provision of this Section 8 is invalid or unenforceable, the remainder of this Section 8 shall not thereby be affected and shall be given full effect, without regard to the invalid portion. In addition, if any court or arbitrator construes any portion of this Section 8 to be une... | Label: Severability |
14503a02-b85e-447e-8ae5-e0465df73db2 | Clause:
The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Purchaser (if the Purchaser is an entity), (ii) conflict with, or constitute a defaul... | Label: No Conflicts |
fda47a70-9a10-4445-9c8a-00b45d990673 | Clause:
The Borrower will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business... | Label: Transactions With Affiliates |
6dd55184-c7f6-4629-a658-f8adbc8549d8 | Clause:
(a) No (i) “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code), (ii) failure to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), (iii) “reportable event” (herein defined as any of the events set forth in Section ... | Label: Erisa |
81308b98-449c-4ee6-9dc0-f507b03ba193 | Clause:
The Agent and the Lender shall have received duly executed signature pages for this First Amendment to Fifth Amendment and Waiver signed by the Borrowers, each other Credit Party, the Agent and the Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Agreements |
2b243b62-f22c-46a4-8d7f-6cac273af6a0 | Clause:
The headings appearing in this Agreement have been inserted for identification and reference purposes and shall not by themselves determine the construction or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Headings |
b371e7c8-5307-4fe1-af86-adf270c8a507 | Clause:
The Board may grant options to purchase Ordinary Shares (each, an “ Option ”) and determine the number of Ordinary Shares to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable secu... | Label: General |
78cbf1ca-0203-4cf5-be8f-6b2a59c308a3 | Clause:
The term of this Lease shall be effective as of November 3, 2016 (“ Effective Date ”) and terminate concurrently with the term of Lessee’s Employment Agreement with Wynn Resorts, Limited (the “ Term ”); provided that, either party may terminate the Lease upon ninety (90) days prior written notice to the other.
... | Label: Terms |
45656bb6-f2f1-48d0-9346-9cbec52f8cbf | Clause:
All taxes, duties and other amounts assessed by any Authority (excluding tax based on net income and franchise taxes) on API, PEO, Manufacturing Services or Product are the responsibility of Client, and Client shall reimburse Halo for all such taxes, duties and amounts paid by Halo to any Authority (or such sum... | Label: Taxes |
96b5907f-1dd4-482f-a318-4037e3aa6531 | Clause:
This Agreement supersedes any other agreements, written or oral, between the Employer Group and Employee regarding the subject matter hereof, and Employee has no oral representations, understandings or agreements with the Employer Group or any of their respective officers, directors or representatives covering ... | Label: Entire Agreements |
b4f83b72-342a-475a-a1e3-d3d25809688e | Clause:
There are no actions, suits, proceedings, or investigations pending or, to the knowledge of PRIVCO after reasonable investigation, threatened by or against PRIVCO or affecting PRIVCO or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, o... | Label: Litigations |
5d428558-3514-4acc-9272-b3d9c8d9f963 | Clause:
Unless otherwise defined herein, each of the capitalized terms used in this First Amendment shall have the definition and meaning ascribed to it in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Definitions |
576ea92e-524d-4a73-9205-b33bd62f4f19 | Clause:
All communications hereunder shall be in writing and, if sent to the Holder, shall be mailed or delivered to its address set forth in Exhibit B.2 of this Agreement as the same may be updated by the Holder from time to time by notice to the Company in accordance with this Section 9; if sent to the Company, shal... | Label: Notices |
c6f58c28-35a6-4288-b0cb-1e4f9309e7f3 | Clause:
The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Headings |
2e1066e6-3db1-4816-9b43-33793a7afbf9 | Clause:
Such Senior Loan complies in all material respects with, or is exempt from, all applicable Legal Requirements (including all laws, rules and regulations relating to usury). Each Mortgage Note was originated by a lender then duly authorized and licensed to originate the Mortgage Note.
Task: Classify this clause... | Label: Compliance With Laws |
adf70487-b860-4d4f-b77b-dbbb820057d6 | Clause:
The Company will not be obligated to issue or deliver Shares in connection with any Award or take any other action under the Plan in a transaction subject to the registration requirements of the Securities Act of 1933, as amended, or any other federal or state securities law, any requirement under any listing a... | Label: Compliance With Laws |
8c43cc48-46e8-4656-b3b3-e6c7420e771b | Clause:
Each Guarantor hereby agrees to pay all amounts due and payable by it under this Section 2 to the Administrative Agent without set-off or counterclaim at the place and in the manner specified in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Payments |
df2ed044-6dcc-4219-a0be-56bfd55e4a91 | Clause:
The Company will consult with the Executive on any press release or other public disclosure regarding his separation from the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Disclosures |
a9239d3b-3c12-42bd-90ef-9dd855632e20 | Clause:
There are no material (a) outstanding Judgments against Buyer or its Affiliates that would prevent, or otherwise materially adversely affect the ability of Buyer or such Affiliates to consummate, the transactions contemplated hereby or by the Collateral Agreements; or (b) Proceedings pending or, to the knowledg... | Label: Litigations |
f674bbcf-e6d2-4905-8c46-c028a24e627b | Clause:
The Transferor shall duly and punctually pay Capital, Interest, Fees and all other amounts payable by the Transferor hereunder in accordance with the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Interests |
63a32b34-db67-43af-bec0-426317742148 | 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 the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Ad... | Label: Successors |
7f0a0c6a-fd0c-49e2-8c66-a5a75175e099 | Clause:
The Company shall reimburse Mill Road for its reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with Mill Road’s involvement at the Company prior to the execution of this Agreement up to $200,000 in the aggregate.
Task: Classify this clause into ONE of the... | Label: Expenses |
b3c3000d-7c20-4704-b52f-102cd49745f1 | Clause:
Trustor warrants that the Property and Trustor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Compliance With Laws |
70115c9b-f57c-4a72-b096-5dad04900216 | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees... | Label: Transactions With Affiliates |
a590e809-1438-49cb-a3a5-57c67f4eb056 | Clause:
Upon the timely exercise by Editas of a Profit-Sharing Option, the Parties shall negotiate in good faith the terms of a Profit-Sharing Agreement for the applicable Co-Co Product.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Agreements |
7f7f3836-e55a-447e-9f6a-a2c9847fb815 | Clause:
All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Agent, for the account of the respective Lenders to which such pa... | Label: General |
ae38fc9e-c02b-4058-aef9-47547923299c | Clause:
Subject to this Section 10, the obligations and liabilities of Indemnitor under this Agreement shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Securi... | Label: Survival |
59200a40-927f-45b4-89c7-13b4dfabef21 | Clause:
Except as set forth in the SEC Documents, the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of ... | Label: Titles |
1c947852-8016-4f9e-8e43-97f498b7b013 | Clause:
During the Employment Period, Executive will be paid an annual salary of $375,000.00 as compensation for his services (the “Base Salary”), payable on regular pay dates of the Company and subject to applicable employment tax, income tax and other customary withholdings. The Base Salary shall be reviewed for adju... | Label: Base Salary |
c5f28a3d-b128-4d08-a3b6-6a9e2068e051 | Clause:
No provision of this Agreement may be modified or waived except in writing signed by Executive and a duly authorized representative of the Company. The writing shall specifically reference this Agreement and the provision that the Company and Executive intend to waive or modify. Notwithstanding the foregoing, i... | Label: Modifications |
bbfc8e3e-23b5-4b16-8867-15a6682d2526 | Clause:
Consultant shall report to the Chairman of the Board of Directors of the Partnership’s general partner. Consultant shall have such duties and obligations as may be reasonably requested by the Partnership’s Chairman from time to time. Consultant agrees to perform his duties and responsibilities in a diligent, ca... | Label: Duties |
886fac02-79a3-4ab8-ae79-e5d4237dd033 | Clause:
As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Definitions |
0e380b17-d540-4cb6-9b07-5c788fb2c184 | Clause:
Except as previously disclosed to REIT II pursuant to the REIT I Disclosure Letter or to Company pursuant to the REIT II Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated hereby based upon ... | Label: Brokers |
6354d8f6-e0fd-4208-850f-e73dd624122d | Clause:
CS NYB acknowledges and agrees that the amounts described in Section 2(a) above (the “ Payoff Amount ”) constitute all amounts due and owing to the CS Purchaser Group. Upon payment in full of the Payoff Amount to CS NYB by no later than 3:00 p.m. New York City time on the date hereof, the Commitment of CS CIB s... | Label: Terminations |
551ea1dc-d962-42ee-a826-ad30062c6ce7 | Clause:
Subject to Employee’s compliance with this Agreement and the restrictive covenants set forth in Section 1 of the Non-Competition Agreement and Employee’s timely execution of this Agreement and the Release pursuant to Section 7 of this Agreement, Employee shall receive the severance benefits set forth in this Se... | Label: Benefits |
b8834a56-2f1a-4113-bd70-e31259b30014 | Clause:
The Company agrees that this Commitment Letter (including the Term Sheet) and the Fee Letters are for its confidential use only and that neither its existence, nor the terms hereof or thereof, will be disclosed by the Company to any person other than (a) its officers, directors (or equivalent managers), employe... | Label: Confidentiality |
79580ceb-5f0a-42a6-8301-2da414fd13f2 | Clause:
This Agreement has been entered into in the State of Delaware and shall be governed by the laws of the State of Delaware 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 Laws, Applica... | Label: Governing Laws |
21c4f9da-e725-4c3b-93ce-08a7bc465a61 | Clause:
Each of the representations and warranties of the Company, the Withdrawing Member and each Remaining Member set forth in this Section 3 shall expire if a claim has not been commenced against the applicable party with respect to a breach of a representation or warranty within one (1) year from the Effective Date... | Label: Survival |
a653a868-f625-4cab-8044-3f44b35a9464 | Clause:
No practice, procedure or policy employed or proposed to be employed by a Seller Party or Servicer in the conduct of its business violates any law, regulation, judgment, agreement, regulatory consent, order or decree applicable to it which, if enforced, would result in a Material Adverse Effect with respect to ... | Label: Compliance With Laws |
19059d6e-2f6f-4d63-ba9d-89e50297b59f | Clause:
To be effective, notices required under this Lease must be in writing and must either be: (a) personally served (deemed received on receipt or refusal of delivery); (b) delivered by a nationally recognized "next business day" express delivery service (deemed received the next business day after posting); (c) po... | Label: Notices |
91ec6cc1-4365-4311-9d4d-2d7d027ca96e | Clause:
Directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available the proceeds of the Loans to any Person, to fund any activities of or business with any Person, or in any Sanctioned Country, that, at the time of such funding, is the subject of Sanctions, or in any other man... | Label: Sanctions |
be48b30b-b925-4f9b-a588-25c3505ad97e | Clause:
This Agreement, including the Annexes hereto, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, discussions, understandings and commitments, written or oral, between the Parties with respect to such subje... | Label: Entire Agreements |
b296bfe7-e9a1-44ca-9f42-9ab3bc77e5a3 | Clause:
This Agreement, and any Proceeding in any way arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement, the transactions contemplated hereby or thereby or the legal relationship of the Parties hereto or thereto (whether at law or in equity, and whether in contrac... | Label: Governing Laws |
d105276d-bf20-4239-a554-cc23dd256b70 | Clause:
(a) Each borrowing by the Borrower from the Lenders hereunder and each payment by the Borrower on account of any Duration Fee shall be made pro rata according to the respective Percentages of the relevant Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Payments |
c7ac9061-d2c3-437a-8178-9bebe787a8a3 | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligat... | Label: Survival |
52239e10-2584-48c0-be32-22a42496abc5 | Clause:
So long as this Agreement is signed by all Parties without being revoked within seven (7) days of the date that it is signed by the Employee, it shall be effective on the eighth (8 th ) day following Employee’s execution of this Agreement (the " Effective Date "). If the Employee does sign this Agreement he can... | Label: Effective Dates |
be17784c-71e5-4755-ae71-fcca893ae3d6 | Clause:
Keep such Seller’s Asset insured against fire and other hazards in such amounts and under such terms as are substantially consistent with such Seller’s existing insurance program.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Insurances |
45008903-e842-4725-b0fd-5d14ec75f750 | Clause:
There are no suits, actions or claims, legal, administrative or arbitration proceedings pending or, to Seller’s knowledge, threatened against any Seller, or to which any Seller is a party (whether or not covered by insurance) which in any manner relate to or affect the Purchased Assets. To Seller’s knowledge, t... | Label: Litigations |
ece9fb94-93b2-4a0d-b769-221b295098fe | Clause:
You will be employed as Executive Vice President, Worldwide Sales , reporting to the Company’s Chief Executive Officer. This is a full-time position.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Titles |
0da84e09-e374-48c3-b943-b7ce5a287e50 | Clause:
Any notice to be given by the Participant under the terms of this Agreement shall be addressed to the Legal Department of the Company at the Company’s address set forth in Exhibit A attached hereto. Any notice to be given to the Participant shall be addressed to him or her at the Participant’s then current addr... | Label: Notices |
fb639f11-130f-42c8-936a-799ab369f95a | Clause:
No Borrower shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, (b) merge with, amalgamate with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or acquire, any Person; provided, that, the acquisition... | Label: Subsidiaries |
1b2e4821-8fa1-46a5-a7dc-c76860d9cd2b | Clause:
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charte... | Label: No Conflicts |
c3d5fd8d-214b-43a8-a7b3-71826fec9455 | Clause:
Every notice, approval, consent or other communication authorized or required by this Agreement shall not be effective unless served in writing and sent by United States registered or certified mail, return receipt requested, directed, if to Lessee to the Premises, and if to Lessor at the address listed on page... | Label: Notices |
c9d6717b-260d-44f8-ae21-c8616d1ffceb | Clause:
Each Eligible Employee in the Plan who experiences a Qualifying Termination and who satisfies all of the conditions of Section 3.02 shall be eligible to receive Severance Benefits.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Participations |
9b261213-b7d5-45b4-b441-a3e6ad3f247a | Clause:
This Agreement (including the Exhibits to the Agreement) constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Entire Agreements |
4a2cc15c-3dea-4fdf-867f-93d2e61f0a68 | Clause:
In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaire... | Label: Severability |
7eeb9df0-0334-4adb-b6c1-0c268975d917 | Clause:
Unless otherwise specifically herein provided, all notices required or permitted under the terms and provisions hereof shall be in writing and any such notice shall be given in accordance with the provisions of Section 9.01 of the Credit Agreement (and, in the case of notices to the Pledgor, addressed to the Pl... | Label: Notices |
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