id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
cb3b187a-e1e8-4b00-ad51-3d4b9cc8412b | Clause:
EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE TRANSACTION DOCUMENTS, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Task: Classify this clause into ONE of these types (exactl... | Label: Waiver Of Jury Trials |
f8480273-9db7-42d0-8944-bac744392657 | Clause:
Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) each Group Member and each of their respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and p... | Label: Erisa |
58b44f55-b90a-40a9-a476-9ae90b101548 | Clause:
The capitalization of the Company is as set forth in its public filings with the U.S. Securities and Exchange Commission from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Capitalization |
a5db9d2b-177b-4fba-ae5e-a94706763dd0 | Clause:
The Company and the Company Entities have operated in accordance with all applicable Laws with respect to employment and labour in all material respects, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights, labour relation... | Label: Employment |
59bf1bbb-b32d-4945-a86b-8a2855164e7e | Clause:
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into this Agreement, and to issue the Securities at the Closing, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company n... | Label: Authorizations |
a8bda4ff-30a8-435e-8fcd-5997b4582d32 | Clause:
Buyer shall not transfer, convey or assign all or any part of this Agreement without the approval of Seller, which approval may be withheld in the Seller's sole and absolute discretion. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement to one or more entities that are, directly ... | Label: Assignments |
b28b905a-33d9-4110-934d-3a015d5324f8 | Clause:
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, (ii) if mailed by domestic certified or registered mail with postage prepaid, on the thi... | Label: Notices |
583d33dc-d99a-4423-84c6-9dbd1dc435ec | Clause:
The undersigned hereby joins in, and agrees to be bound by, subject to, and enjoy the benefit of the applicable rights set forth in, the Agreement (including the Exhibits thereto), as amended from time to time, with the same force and effect as if it were originally a party thereto.
Task: Classify this clause ... | Label: Agreements |
7605983b-029d-4033-becb-9d3b57103db2 | Clause:
With the consent of the Lenders providing an Incremental Facility, the Borrower and the Administrative Agent (and without the consent of the other Lenders), this Agreement shall be amended in a writing (which may be executed and delivered by the Borrower and the Administrative Agent) (the “Incremental Amendment... | Label: Amendments |
f739a4f3-9966-46fb-8fd4-ab2a20d4a149 | Clause:
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR LITIGATION BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Waiver Of Jury Trials |
70f1552c-0a2f-476b-8931-8ce018cd6001 | Clause:
Payment of any fees due to Administrative Agent and Buyers hereunder, including the Up-Front Fee.
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, Authoriz... | Label: Fees |
1615196b-bd3a-41c7-bb97-260190b8ee9e | Clause:
Borrower acknowledges and agrees that all applicable notice and cure periods, if any, with respect to the Existing Default have lapsed, and the Existing Default currently constitutes an Event of Default. Subject to Borrower’s and each Guarantor’s compliance with the terms and conditions of this Amendment and th... | Label: Waivers |
3e6ff5eb-773c-4126-b064-d682a312c3e7 | Clause:
The Borrower has furnished to each Lender copies of (i) the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal years ended December 31, 2015 and December 31, 2016, and the related consolidated statements of operations, shareholders’ equity and cash flow for the fis... | Label: Financial Statements |
e900f929-9983-4c5d-8493-e4804dde71ee | Clause:
The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.
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: Headings |
9aaee78f-ab21-4733-ab3c-a17c14b41c93 | Clause:
Unless otherwise defined or expressly given a different meaning in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in The Progressive Corporation 2015 Equity Incentive Plan (the “Plan”). Financial and operational terms used in this Agreement (e.g., references to busine... | Label: Definitions |
f9033560-34af-4010-8820-88dd93806d30 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 12,000,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 3,285,728,744 shares are issued and outstanding; and (ii) 100,000,000 authorized shares of Preferred Stock of which 50,000,000 of Series A P... | Label: Capitalization |
2d643c6d-b318-481c-8db8-da6e7729cad7 | Clause:
If approved by Intrepid in writing in advance, Intrepid will reimburse Consultant for reasonable, actual, and necessary travel, living, and out-of-pocket expenses, if any, incurred by Consultant in the performance of the Services.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Expenses |
6979a0d7-3fc2-4d81-bfb4-f55f7ad0ba98 | Clause:
Seller Parent reserves the right to charge interest on any amount which has been due from Purchaser under this Agreement for more than thirty (30) days, at an annual interest rate of five percent (5%), accruing from the date payment was due through the date of actual payment.
Task: Classify this clause into ON... | Label: Interests |
ca17a221-16a8-424c-847b-3ff21793d348 | Clause:
All amounts due under this Section 11.3 [Expenses; Indemnity; Damage; Waiver] shall be payable not later than ten (10) days after demand therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Payments |
fab7e3f4-0c96-4266-8cbb-7e3af15e59c6 | Clause:
All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be provided as set forth in Section 15.13 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Notices |
cc66c337-5219-4a1b-b41c-64f36dbca6ce | 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 |
c156e6ed-fcc2-462e-981a-aa43cd14a9f2 | Clause:
All notices, requests and demands to or upon the Agent or any Guarantor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Notices |
986c3a67-a1b8-4f9c-b912-ea39d7beba49 | Clause:
Company shall indemnify Executive in accordance with its policies and practices and to the full extent permitted by the general laws of the State of Delaware, now or hereafter in force, including the advance of expenses under procedures provided by such laws. Further, Company shall insure Executive is covered b... | Label: Indemnifications |
127d7da9-a9dd-412f-8b88-4f6bf5ce0dca | Clause:
Notwithstanding anything in this Agreement to the contrary, but subject to Appendix B, which could negate the treatment provided by this Section 5(a) as a result of Section 280G of the Code, in the event of a Defined Termination of a Participant before the Vesting Date, the Participant’s Option shall immediatel... | Label: Vesting |
73793903-dbf6-4338-b0c2-f102e6640e33 | Clause:
The Plan shall take effect upon its adoption by the Board; provided, however, that the Plan shall be subject to the requisite approval of the shareholders of the Company in order to comply with Section 162(m) of the Code. In the absence of such approval, the Plan (and any Awards made pursuant to the Plan prior ... | Label: Effective Dates |
9e485ace-399c-4544-8a34-7cfc50015ae1 | Clause:
All corporate action on the part of each of the Company and Trebor, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Shares, the performance of all obligations of the Company hereunder and thereunder and the authorization, issuance and de... | Label: Authorizations |
ec804e2f-30d8-436b-b9a5-a33100ab5cfc | Clause:
To the extent allowable under applicable law, each member of the Committee shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding t... | Label: Indemnifications |
1bbfb650-b21e-4d24-883e-8123671c1e5f | Clause:
From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Doc... | Label: Further Assurances |
fb88d1c9-0e39-4bfe-a717-b379ffe85c58 | Clause:
The parties to each assignment shall deliver to the Issuer (A) a duly executed Assignment and Assumption, together with any Note subject to such assignment, (B) unless the assignee is already a Purchaser, a designation of one or more contacts to whom all Note information (which may contain material non-public i... | Label: Assignments |
535c8326-8d76-41dd-9095-9f71ba098578 | Clause:
The Borrower will not, and will not permit any of the Subsidiaries to, sell, lease or otherwise transfer any material property or assets to, or purchase, lease or otherwise acquire any material property or assets from, or otherwise engage in any other material transactions with, any of its Affiliates, except (a... | Label: Transactions With Affiliates |
15b0942d-7848-42fb-a585-f7c813a6eaf2 | Clause:
Except for limitations on assignment set forth in Section 6.1, this Plan will be binding upon and inure to the benefit of the Company and each Eligible Employee and their respective successors, assigns, heirs, executors, and administrators.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Successors |
05b17eb0-9dc8-4639-9c53-90429654c245 | Clause:
The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Applicable Laws |
1cb2012b-38b1-4afd-8269-fe66c32b76b6 | Clause:
All financial statements relating to Borrower, any Subsidiary or any Affiliate that have been delivered by Borrower to Collateral Agent or Lender present fairly in all material respects Borrower’s Consolidated financial condition as of the date thereof and Borrower’s Consolidated results of operations for the p... | Label: Financial Statements |
6a7ebb30-c54a-47b8-af4d-59380d36d0e2 | Clause:
This In connection with this Agreement and all transactions contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the t... | Label: Further Assurances |
17953808-b293-4f11-9d63-3ec7e0df9f33 | Clause:
As between the Pari Passu Secured Parties, the Controlling Collateral Agent (acting at the direction of the Applicable Authorized Representative) shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve a... | Label: Insurances |
84659ca5-5e07-4988-8c57-d2a664342bd8 | Clause:
Other than resulting from the IDA Documents or the disposition of assets in connection with the incurrence of Capital Lease Obligations and purchase money Indebtedness permitted pursuant to Section 6.01( j) with respect to such assets, the Borrower shall not, and it shall not permit any other Loan Party to, dir... | Label: Sales |
a4ea8c48-fdc5-4741-b11f-b0b2fe012416 | Clause:
Borrower will from time to time execute and deliver to Bank such documents, and take or cause to be taken, all such other or further action, as Bank may request in order to effect and confirm or vest more securely in Bank all rights contemplated by this Agreement and the other Loan Documents (including, without... | Label: Further Assurances |
78ea10f7-7100-460d-9e72-794d8d96217d | Clause:
Except as expressly provided herein, neither Party may, without the prior written consent of the other Party, sell, transfer, assign, delegate, pledge, subcontract or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereund... | Label: Assignments |
0f57472f-ca72-4b09-9eaf-c35229b359e2 | Clause:
During the Employment Term, the Executive shall serve as the Chief Technology Officer of the Company, reporting to the Chief Operating Officer of the Company (the “ Supervisor ”). In such position, the Executive shall have such duties, authority and responsibility as shall be determined from time to time by Sup... | Label: Positions |
7290601c-93a9-48aa-996e-519a6085806e | Clause:
This Lease and its performance shall be governed by the laws of the State of Oklahoma , without regard to any conflicts of laws of choice of law provisions thereof. The parties agree that any court action relating to this Lease shall be instituted and prosecuted only in a court of competent jurisdiction in Okla... | Label: Venues |
d97c56cc-dc70-4922-bf62-2627b9e73ab9 | Clause:
From and after the Termination date, Executive agrees not to make any statements to the Company’s employees, customers, vendors, or suppliers or to any public or media source, whether written or oral, regarding Executive’s employment hereunder or termination from the Company’s employment, except as may be appro... | Label: Non-Disparagement |
3d6cffb4-4faf-4eb4-9b36-8265d16cbe37 | Clause:
The Administrative Agent shall have received the Pro Forma Financial Statements.
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 Sala... | Label: Financial Statements |
c3879256-f70c-4298-b6d7-bd393a37a929 | Clause:
The Company and the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and othe... | Label: Intellectual Property |
23e30275-0ebe-4b98-a8d4-970685a4f4ec | Clause:
Purchasers acknowledge and agree that they have not been induced by and have not relied on any representations, warranties or statements, whether express or implied, made by Shareholder or any Seller or any of their representatives, Affiliates, or agents that are not expressly set forth in this Agreement, wheth... | Label: Warranties |
31355f0b-35da-4f65-81be-5887350cda3d | Clause:
In consideration of Executive's performance of the responsibilities and duties set forth in Section 1, the Bank will provide Executive the compensation specified in this Agreement. The Bank will pay Executive a salary of $237,600 for the term of this Agreement ("Base Salary") . Such Base Salary will be pay... | Label: Base Salary |
0b0a5382-6f8d-496e-a12f-23c511a79223 | Clause:
Schedule 2.2(f) of the Company Disclosure Schedule lists all governmental and any other material consents, approvals, authorizations, applications, registrations and qualifications that are required to be obtained in connection with or for the consummation of the transactions contemplated by this Agreement (the... | Label: Consents |
1d0db5b7-80cc-49fe-a0fc-1e502bccfd62 | Clause:
Notwithstanding anything else to the contrary, a Participant’s benefits under this Plan shall be forfeited in the event that a Participant is terminated for Cause. Further, if at any time following the Separation from Service or the commencement of benefits under this Plan, the Company learns that the Particip... | Label: Forfeitures |
7ab8473a-bf24-4f0c-a4e3-599c1be18a13 | Clause:
The Company confirms that neither it nor any person acting on its behalf has provided the Member or its respective agents or counsel with any information that the Company believes constitutes material, non-public information, except insofar as the existence and terms of the proposed transactions hereunder may c... | Label: Disclosures |
b469b7b2-5597-4644-a4d6-801902722399 | Clause:
The Seller has complied with the Applicable Requirements with respect to the Mortgage Loans in all material respects, including, without limitation, the federal Fair Housing Act, federal Equal Credit Opportunity Act and Regulation B, federal Fair Credit Reporting Act, federal Truth in Lending Act and Regulation... | Label: Compliance With Laws |
303f166a-f15c-4a66-954b-4bba6cab2c91 | Clause:
From time to time, as and when requested by any Party, each Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions, as such other party may reasonably deem necessary or desirable to consum... | Label: Further Assurances |
5dbb3f6f-771b-4ec2-a9e0-c6603ade3fc6 | Clause:
For value received , Maker promises to pay to Holder at 5940 S. Rainbow Blvd., Las Vegas, NV 89118 , or at such other place as Holder may designate in writing, in currently available funds of the United States, the principal amount of Five Hundred Twenty-Five ( USD) . Maker’s obligation under this Note shall ac... | Label: Interests |
fa8e3ef4-7ebf-4510-ae83-cd0859e15bc8 | Clause:
Each of the Parties to this Agreement hereby waives any right to a jury trial with respect to any claim, action, suit or proceeding made or brought by one of the Parties against the other in connection with or arising under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Waiver Of Jury Trials |
42f29c78-c205-4be1-90f0-2bd2655f4cb4 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO ... | Label: Waiver Of Jury Trials |
6bae676d-b8e2-44f1-82d1-307dce5347e1 | Clause:
The ABL Collateral Agent, on behalf of itself and each other ABL Claimholder under the ABL Loan Documents, and the Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder under the Term Loan Documents, and each ABL Grantor, agree that each of them shall take such further action and ... | Label: Further Assurances |
68263942-4488-49ef-893a-da9155941c33 | Clause:
Subject to Exhibit A of this Agreement, you agree that you will not disclose this Agreement or any of its terms or provisions, directly or by implication, except to members of your immediate family and to your legal and tax advisors, and then only on condition that they agree not to further disclose this Agreem... | Label: Confidentiality |
bc99f06c-78f7-4cc1-aee8-fb3d114b4f11 | Clause:
The Deferred Stock Units granted pursuant to this Agreement are 100% vested as of the Award Date.
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, Authoriz... | Label: Vesting |
d2008b19-41a4-41ef-92b7-007a6a79261d | Clause:
Section 4.5 of the Disclosure Schedule contains true and complete copies of (i) the unaudited balance sheet of the Company as of December 31, 2015 and the related unaudited statements of income, stockholders’ equity and cash flows for the two years ended December 31, 2015 and December 31, 2014 (the “ Annual Fin... | Label: Financial Statements |
d93feb10-282e-43cb-adbc-27db9408610c | Clause:
This Warrant Certificate shall be governed by, and construed in accordance with, the internal laws of the State of New Jersey, without reference to the conflicts of laws provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Governing Laws |
06c5eeb0-97d3-4b19-bd3f-efba3055baaf | Clause:
The Servicer will use reasonable efforts to collect all payments due under each Lease in the 2017-B Reference Pool. The Servicer may waive late payment charges or other fees that may be collected in the ordinary course of servicing a Lease. The Servicer may grant extensions, refunds, rebates or adjustments on ... | Label: Amendments |
90cbacaf-1b84-4bcf-8494-1f4a74b7e124 | Clause:
Each of the parties to this Agreement shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and to give effect to the transactions contemplated hereby.
Task: Classify this claus... | Label: Further Assurances |
de54bebc-d2da-4831-8439-7d781ab9e42f | Clause:
On the Closing Date (after giving effect to the Transactions on a Pro Forma Basis, which Transactions shall be deemed to be a “Specified Transaction” for such purposes), immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, the Borrower on a cons... | Label: Solvency |
9e4ee617-f859-42eb-8a86-0be779f6bb30 | Clause:
The period of employment of the Executive by Employer shall commence upon the Effective Date and, subject to earlier termination as provided in this Agreement, continue thereafter for a one (1)-year term (the “ Term ”); provided , that the Term shall automatically renew for additional one (1)-year periods there... | Label: Terms |
6cd35865-086d-4e79-9996-861b91a95b1d | Clause:
The agreements in the first sentence of Section 2.10(a) , in Article III , in the penultimate sentence of Section 10.02(d) , in this Section 10.04 and in Section 10.05 shall survive the repayment of all Obligations under the Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Survival |
15d8340d-e78e-4849-b807-b6bcd0e99690 | Clause:
Other than with respect to Taxes, which shall be governed solely by Section 2.20, the Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense (other than lost profits, including the loss of Applicable Margin) that such Lender actually sustains or incurs as a cons... | Label: Indemnity |
5102ea15-7ec2-4240-adae-37389bdecde0 | Clause:
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Director’s responsibility and the Company: (a) makes no representations... | Label: Withholdings |
4aa720a1-72d5-42ee-a566-1c73c1b88d7c | Clause:
Paragraph 12(a) of the Lease is hereby amended to provide that Lessee shall, at Lessee’s sole cost and expense, provide and keep in force the insurance policies described in Paragraph 12 commencing as of December 31, 2016. In addition, the requirement of Lessee to provide property insurance in clause (ii) of P... | Label: Insurances |
dab1e781-ebcc-4a0f-a390-f0ea1d385dfc | Clause:
You further agree that, except as may be required by applicable law, you shall not make any statement, written or verbal, in any forum or media, or take any other action in disparagement of the Company or its subsidiaries or affiliates or their respective past or present products, services, officers, directors,... | Label: Non-Disparagement |
75f43fbe-9902-4c23-a64e-374112b8c1ef | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
8a02c1a3-0ee6-4446-bb3f-c2b07e7d106c | Clause:
(a) Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, board member, agent or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for (i) any loss, injury or d... | Label: Indemnifications |
1390c18b-3b97-4e6d-af02-5b6c5338b523 | Clause:
The Company may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month perio... | Label: Disability |
a020432a-6c8b-4836-a0b9-b587f7f5cb89 | Clause:
This Agreement will terminate upon the earlier of (a) the Effective Time and (b) the date of termination of the Merger Agreement in accordance with its terms (the “ Expiration Time ”); provided that (i) Section 5 shall survive the Expiration Time in accordance with its terms; (ii) Section 6 shall survive the Ex... | Label: Terminations |
9438ab48-a6ca-48d9-a89e-e60076667520 | Clause:
During the Term (defined below), the Employer shall employ Executive to serve as, and the Company shall appoint or cause to be appointed the Executive to the position of, the COO Operations of the Company, upon the terms and conditions set forth in this Agreement, and Executive shall report directly to the Chie... | Label: Employment |
92813c77-f079-4d09-927f-ca2867ced232 | Clause:
Any provision of this Amendment held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof; and the... | Label: Severability |
e2bbe842-ec17-4939-9764-c20937affb9b | Clause:
Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security interest created by this Security Agreement, and (ii) Liens permitted pursuant to Section 6.02 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Liens |
8c6321f7-97dc-4f7c-b44b-09b5b5c7e0f8 | Clause:
Whenever possible, each provision of this Agreement will be interpreted in a manner to be effective, valid and enforceable. If, however, any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, then such provision will be ineffective only to the extent of ... | Label: Severability |
c422af55-424a-4ec7-97cc-ffdbc3e1ebef | Clause:
The Assignor hereby transfers and assigns to the Assignee, and the Assignee hereby acquires from the Assignor all of the Assignor’s rights and interests in and to the Assignment Agreement, of whatever kind or nature, and the Assignee hereby assumes and agrees to perform all obligations, duties, liabilities and ... | Label: Assignments |
be31326f-f9e9-417c-832e-9dcab992e7ec | Clause:
(%2) (%3)On the Determination Date, the Company shall determine the extent to which the Performance Goal has been achieved. Subject to the provisions of this Section 3, the delivery of Shares with respect to the PRSUs is contingent on the attainment of the Performance Goal and, except as otherwise set forth in ... | Label: Vesting |
cd109cc9-8b59-49a7-93e8-85e5eed60e1c | Clause:
Neither this Agreement nor any of the rights, interests or obligations of the Distributor under this Agreement shall be assigned, delegated or sub- contracted without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted... | Label: Assignments |
398cc310-ee1e-471b-8f15-18e97256bf0e | Clause:
This letter (together with the attached Obligations Agreement and Change in Control Agreement) sets forth the entire understanding between the Company and yourself with respect to your employment by the Company. All prior discussions, negotiations, correspondence and other understandings between you and the Com... | Label: Entire Agreements |
efca47e9-3e75-47e5-992a-1ac6011e2dee | Clause:
Other than as contemplated in the Transaction Documents, neither the Issuer nor the Transferor shall, directly or indirectly, (a) merge with, purchase, own, hold, invest in or otherwise acquire any equity interests of, or any other interest in, all or substantially all of the assets of, any Person or any joint ... | Label: Subsidiaries |
d90365a8-169d-43e2-8e56-f1ffdecaedf1 | Clause:
Each Party to this Agreement shall bear its own expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Expenses |
395fdf8c-edae-4b5e-ac64-885a1c9897cc | Clause:
Except as set forth on Schedule 3.3 , the execution, delivery and performance of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Exchange Primary Securities and the reservation for i... | Label: No Conflicts |
7e335833-5e07-43cd-9ebf-9991cd7714c9 | Clause:
The execution, delivery and performance by Borrower of each Loan Document to which it is or is to be a party is within Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (a) contravene Borrower’s charter or bylaws, (b) violate any law, rule, regulation (includin... | Label: Powers |
b112eefb-7f19-4ef7-9417-ac4b85970b89 | Clause:
This Agreement may be executed and delivered by facsimile, e-mail, or other electronic signature, and in two or more counterparts, each of which will be deemed an original, and all of which will constitute the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Counterparts |
e60188aa-2dbc-42c2-82f3-3e6038b9aba5 | Clause:
This Agreement and each other Related Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party a... | Label: Entire Agreements |
50304963-19f2-4446-9140-cd200f4333b7 | Clause:
The waiver by Employer or the Executive of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent or other breach hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Waivers |
1852457d-7b05-4551-9ead-bf9229da2a58 | Clause:
Purchaser and Seller shall cooperate fully as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation, or other proceeding (each a “ Tax Proceeding ”) with respect to Taxes imposed on or with respect to the assets, operations or activitie... | Label: Cooperation |
202d250e-40ec-4b29-abce-3d1cbb67b60d | Clause:
This Agreement may be executed in one or more counterparts. Each counterpart shall be considered an original and all such counterparts shall constitute a single agreement binding upon the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Counterparts |
a1cd6455-b782-4dc7-b104-95a162b6285b | Clause:
Section headings herein and in the other Loan Documents are included for convenience only, and neither limit nor amplify the provisions of this Amendment or any other Loan Document .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Headings |
ae7e917f-735f-4c04-8a61-505234814065 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before December 29, 2017; ... | Label: Terminations |
26f1e167-b120-4ce0-8d73-755e504020fd | Clause:
The miscellaneous provisions set forth in Article VIII of the Pledge Agreement apply to this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract. Delivery of an executed counter... | Label: Miscellaneous |
b50e6d9b-0cb6-4a56-9f45-4ca294ea4d9a | Clause:
Each party to this Agreement, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Each party hereto agrees that monetary damages would not be adequate compensation for any loss incurred b... | Label: Remedies |
4315fbe1-f9ce-4307-bfd8-9a1b87eadc91 | Clause:
Notwithstanding anything to the contrary contained herein, the Board may, at any time and from time to time, without any further action of the Committee, exercise all the powers and duties of the Committee under the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Powers |
7d261377-5e52-4135-ad8e-6a85380d3c9c | Clause:
Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection (b), (d), or (e) of this Section 8 (other than the Accrued Obligations) (collectively, the “ Severance Benefits ”) shall be conditioned upon Executive’s execution, delivery to the C... | Label: Releases |
65f96a6d-5bc5-4cbb-b451-1e25c7468102 | Clause:
No broker or finder has acted for the Company in connection with this Agreement or the transactions contemplated thereby, and no broker or finder is entitled to any brokerage or finder’s fees or other commission in respect of such transactions based in any way on agreements, arrangements or understandings made ... | Label: Brokers |
bafc184c-8b25-485f-aeef-573d0fa6a640 | Clause:
For purposes of this Section 2.16, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Defined Terms |
ff603438-d682-4b8a-96a2-eec6edca10a4 | Clause:
Except, in each case, as set forth on Schedule 4.15 , each International Loan Party owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operat... | Label: Intellectual Property |
881d9ff7-e4b2-4bea-8948-10ca7e2bfe62 | Clause:
Except as set forth on Schedule 2.3 , the execution, delivery and performance of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Exchanged Notes and reservation for issuance and issu... | Label: No Conflicts |
2b351dc4-d0ef-4aad-8376-a144eace4dea | Clause:
During the Term (defined below), the Employer shall employ Executive to serve as, and the Company shall appoint or cause to be appointed the Executive to the position of, the CPO of the Company, upon the terms and conditions set forth in this Agreement, and Executive shall report directly to the Chief Executive... | Label: Employment |
de7d2278-8424-47df-b6ae-572227444bd9 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF (OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401).
Task: Classify this clause into ONE of these types (exactly ... | Label: Governing Laws |
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