id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
6f994adf-0a03-4505-9795-3b3e6706a496 | Clause:
The Parties agree that this Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall 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 |
7582880c-964a-4ed2-a1ba-751e1e9d5ddd | Clause:
Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth in Exhibit A ) by any of the following means: (i) personal service; (ii) electronic communication, whether by telex, telegram or telecopying or other form of electronic communication; (iii) overnight courier; ... | Label: Notices |
60c54b67-ddf8-4305-944d-534311776bfb | Clause:
Neither the execution, delivery or performance of this Agreement by the Company, nor the consummation by it of the obligations and transactions contemplated hereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the ... | Label: Consents |
58489340-af7e-478e-9ed4-f22d6398d545 | Clause:
This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted or required by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Binding Effects |
ade39b95-36ca-4f31-a97b-9e67d0dfeaa6 | Clause:
There is no claim, action, suit, proceeding, arbitration, investigation, hearing or notice of hearing, pending or threatened, before any court or governmental, administrative or other competent authority or private arbitration tribunal against the ETI, or relating to or affecting (directly or indirectly, includ... | Label: Litigations |
5773122e-517e-49f4-b45e-b91d8ec36870 | Clause:
The term of this Agreement shall commence on the Effective Date and shall expire on the seventh (7 th ) annual anniversary of the first Delivery Date (the “ Initial Term ”) unless terminated earlier pursuant to the terms hereof. This Agreement shall be automatically renewed for successive additional two (2) yea... | Label: Terms |
49cffd25-b8d4-451c-a8bb-a5324bb53a4b | Clause:
Except as otherwise provided in the terms of the Award Agreement, upon termination of a Participant’s employment with or service to the Company, the Partnership and their Affiliates or membership on the Board or the board of directors of an Affiliate, whichever is applicable, for any reason during the applicabl... | Label: Forfeitures |
b075c5fc-7e89-4ed1-9013-46e7f5b0708a | Clause:
This Agreement may not be changed or altered, except by a writing signed by both Parties. Until such time as this Agreement has been executed and subscribed by both Parties hereto: its terms and conditions and any discussions relating thereto, without any exception whatsoever, shall not be binding nor enforceab... | Label: Entire Agreements |
7c42c16d-24d0-4822-b303-22bb25e049fb | Clause:
Except as otherwise provided herein, the provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and the Majority Holders. The Holders acknowledge that by... | Label: Amendments |
59a9c28b-4ee7-40d1-b59b-585255ec2621 | Clause:
The Calculation Agent shall initially be Citibank. The Calculation Agent is appointed for the purpose of making calculations and verifications as provided in this Section 3.1(a) . The Calculation Agent, as agent for the Noteholders, shall provide all services necessary to fulfill the role of Calculation Agent... | Label: General |
67241199-0f4b-4f7b-bf5c-f594039eccfe | Clause:
Investor: (i) if a natural person, represents that the Investor has reached the age of 21 and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited lia... | Label: Authorizations |
27ff7f9b-6350-4b6e-bc40-96d43b8b4b35 | Clause:
The authorization for the issuance of the securities comprising the Units and the use of the Memorandum and all corporate proceedings and other legal matters incident thereto and to this Agreement shall be reasonably satisfactory in all respects to counsel to the Placement Agent.
Task: Classify this clause int... | Label: Authorizations |
33b9dbe3-bb32-4acf-b758-1b6741e2e6fd | Clause:
The Administrative Agent shall have received a customary solvency certificate from the chief financial officer, treasurer or another senior financial or accounting officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transa... | Label: Solvency |
d06f7c02-b4b3-427a-9bf1-a610d1a0e6a5 | Clause:
The Loan Documents embody the entire agreement and understanding among the Borrowers, the Administrative Agent and the Lenders and supersede all prior agreements and understandings among the Borrowers, the Administrative Agent and the Lenders relating to the subject matter thereof other than any prior agreement... | Label: Entire Agreements |
59195257-19cf-4e58-86da-39181584458b | Clause:
The benefits in Section 4.2 are conditioned upon the Participant executing and not rescinding within the time permitted under applicable law, a release of claims as provided in a form substantially similar to that provided in Exhibit A (the “Release”). The Release will be presented to the Participant no later t... | Label: Releases |
ff6e77de-81b3-47eb-9da1-6b23b6a58bcb | Clause:
Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except that such consent shall not be required in connection with any assignment to an Affiliate of the assigning Party, or to a Third Party in ... | Label: Assignments |
a5a8f65b-a482-4bce-904a-65c52aa023e1 | Clause:
Whether or not the Closing shall occur, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including accounting and legal fees shall be paid by the party incurring such expenses, except that, upon consummation of the transactions contemplated hereby... | Label: Expenses |
a6f8cad5-3f1f-4746-9deb-8bf7feb53d48 | Clause:
Employee specifically acknowledges, agrees, represents and warrants that (a) Employee is aware that this Agreement releases claims including, but not limited to, all claims under the federal Age Discrimination and Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq ., (“ADEA”), the Older Worker Benefit ... | Label: Releases |
7b3850f8-2fa2-4ad2-acc0-94c5902162a0 | Clause:
In the event of any termination of this Agreement pursuant to Section 8.1 , there shall be no further liability or obligation hereunder on the part of any party hereto as to whom the termination is effective, and this Agreement (other than Article I , Section 9.5 , Section 9.6 , Section 9.7 , Section 9.8 , Sect... | Label: Survival |
7abfb91d-38fa-4c8c-9040-3dcd26ac894e | Clause:
This Agreement shall be binding upon and inure to the benefit of the Members and their heirs, executors, administrators, successors, legal representatives, and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Binding Effects |
601cca69-ca3c-46b9-ab4f-d152325d458a | Clause:
Capitalized terms used but not defined herein have the meaning set forth in the Plan.
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... | Label: Definitions |
38e2b2b7-e1de-49d2-8e41-32066de04c57 | Clause:
There is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened in writing against Borrower in any court or by or before any other Governmental Authority, which would have or is reasonably likely to have, a Material Adverse Effect. There is no action, suit, proceeding or in... | Label: Litigations |
72b9e4c8-0a68-4d4b-a6ed-494852543c08 | Clause:
A Participant shall be vested in benefits under this Article IV to the same extent as such Participant is vested in benefits under the applicable Pension Plan. Although the Pension Plan was Frozen as of December 31, 2009, vesting will continue for Participants listed on Appendix B-2.
Task: Classify this clause... | Label: Vesting |
e9b7e783-f8ec-4f56-9a10-363986278eeb | Clause:
All real estate taxes, charges, and assessments affecting the Property (collectively, “ Taxes ”) shall be prorated on a per diem basis as of the Pro Ration Date, applying any discount for early payment applicable as of the Pro Ration Date, and on the basis of the actual fiscal year for which such taxes are asse... | Label: Taxes |
f7df8bb8-33b7-43ab-8e51-0afd7cecb74f | Clause:
All corporate, partnership, limited liability company or similar action, as applicable on the part of such Warrant Holder, necessary for the authorization, execution, delivery and performance of this Agreement, the Warrant Exercise and the performance of all of such Warrant Holder’s obligations hereunder have b... | Label: Authorizations |
ceddb25c-8aef-48b5-91d0-da6c0024501f | Clause:
Assignment and Assumption ” ” ) is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] (the “ “Assignor ” ” ) and [ Insert name of Assignee ] (the “ “ Assignee ” ” ). Capitalized terms used but not defined herein shall have the meanings given to them in ... | Label: Assignments |
3a3a5288-dce0-4a84-902a-ab886515f9aa | Clause:
Except as would not have a Material Adverse Effect: (i) each Transaction Party and each ERISA Affiliate is in compliance with the applicable provisions of ERISA and of the Code relating to Plans; (ii) no Reportable Event or non-exempt Prohibited Transaction has occurred or is reasonably expected to occur with r... | Label: Erisa |
a8e92a9d-27e6-40b4-823f-2e1c5a9d8e93 | Clause:
If either party breaches this Agreement, or any dispute arises out of, arises under, or relates to, this Agreement, the prevailing party shall be entitled to its reasonable attorneys' fees, paralegals' fees, and costs, at all levels. In the event of any litigation arising out of or relating to this Agreement, ... | Label: Governing Laws |
1a41d451-18e7-410b-852f-9a7c1724c47f | Clause:
To the extent required by law the Company shall be entitled to withhold from any payments due hereunder any federal, state and local taxes required to be withheld in connection with such payment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Withholdings |
7e2a83ce-8968-4d89-a5ef-c880c05729a4 | Clause:
The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Severability |
ca5584cd-3601-41dd-aff8-f4f750b67376 | Clause:
(a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as ... | Label: Fees |
1cd90006-5e75-4c6c-acfc-2e68597acebb | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Each counterpart may be delivered by email (as a .pdf attachment) or facsimile transmission, and an emailed or faxed signature shall have the same force and ef... | Label: Counterparts |
3e0d01b1-5caf-4777-8896-f19d8f309c71 | Clause:
Except as expressly set forth in Section 2 above, nothing contained in this Amendment (or in any other agreement or understanding between the parties) shall constitute a waiver of, or shall otherwise diminish or impair, the Bank’s rights or remedies under the Loan Agreement or any of the other Loan Documents, o... | Label: No Waivers |
bd6e5620-7c17-4a8a-a6ec-d141704c414f | Clause:
Executive recognizes that during the course of his employment, he will be exposed to information or ideas of a confidential or proprietary nature that pertain to Company’s business, financial, legal, marketing, administrative, personnel, technical or other functions or which constitute trade secrets (including,... | Label: Confidentiality |
ebe8a0e6-92f0-4ad9-921b-fa074253758b | Clause:
The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds) solely for working capital, capital expenditures, general corporate purposes and all other lawful purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Use Of Proceeds |
5fbcf718-36bc-4eda-836e-6df5c2875f45 | Clause:
The Existing Administrative Agent, the Existing Issuing Lenders, the Existing Swing Line Lender, the Existing Lenders (including the Exiting Lender), the Administrative Agent and the Lenders shall have received all fees required to be paid, and all expenses (including the reasonable fees and expenses of legal c... | Label: Fees |
52665f93-7b0a-4749-83a4-7e2d4d87911f | Clause:
This Agreement may be amended but only in a writing executed by authorized representatives of the Parries.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority,... | Label: Amendments |
d169c2aa-ac5a-4ddf-b04f-37af89babb0c | Clause:
The Employee shall not at any time, publicly or privately, verbally or in writing, directly or indirectly, make or cause or induce to be made any defaming and/or disparaging, derogatory, misleading or false statement about the Company or its products, or any current or former directors, officers, employees, or ... | Label: Non-Disparagement |
cd18ebc1-498d-4def-8f81-921153d3069d | Clause:
This Agreement shall be binding upon and inure to the benefit of the Company and you and its and your respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement.
Task: Classify this clause into ONE... | Label: Binding Effects |
0154f861-37d0-4df5-871b-347c728380af | Clause:
This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Washington.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Governing Laws |
2a4ff036-ca33-40d5-9ae2-ab77faecac54 | Clause:
The construction and administration of the Plan will be governed by ERISA.
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, Be... | Label: Governing Laws |
67033e2a-c63a-4065-8c05-1dfbad5ee9a4 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than (w) a natural Person, (x) the Borrower, (y) any of the Borrower’s Affiliates or Subsidiaries or (z) any Competitor) (each, a “ Participant ”) in all or a port... | Label: Participations |
fe2ddfc6-49b4-4d1f-b380-c1fec407958d | Clause:
The Corporation represents and warrants that the undersigned has the authority to act on behalf of the Corporation and to bind the Corporation and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he has the capacity to act on his own behalf and on... | Label: Authority |
874d0678-14b3-4e55-9ffc-e781c5666d91 | Clause:
This Indenture Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Counterparts |
f870686d-c240-4607-94a1-e1653264f872 | Clause:
No investigation, action or proceeding is pending and, to Purchaser's knowledge , no action or proceeding is threatened and no investigation looking toward such an action or proceeding has begun, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto or thereto.
Task:... | Label: Litigations |
ab289969-f2bb-49e1-b0ea-3365dce64451 | Clause:
Any non-prevailing Party to any action or proceeding to enforce any provision of this Agreement or to obtain damages as a result of a breach of this Agreement or to enjoin any breach of this Agreement shall reimburse the prevailing Party for any and all reasonable costs and expenses (including but not limited t... | Label: Remedies |
4f623a1e-46d4-4244-84bf-d6382fb8e23d | Clause:
Except as Previously Disclosed, 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, office... | Label: Transactions With Affiliates |
851887f3-45cf-4bce-aa16-7a9d2c4a1f21 | 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 Notes Collateral Agent represents and warrants that this Agreement is binding upon the Indenture Secured Parties. This ... | Label: Authorizations |
83faa2b6-16a9-4e47-9991-98279ecaa716 | Clause:
Pledgor is solvent and will not be rendered insolvent by the acquisition of the Sold MSR Excess Spread PC or by this Agreement and, after giving effect to such acquisition and this Agreement, will not be left with an unreasonably small amount of capital with which to engage in its business. Pledgor does not int... | Label: Solvency |
8a523b20-ec35-440c-b8ac-d0ff70ed8729 | Clause:
Purchaser may assign all or any portion of its rights hereunder to one or more Affiliates of Purchaser without the consent of Seller; however, any such assignment shall not relieve Purchaser of its obligations under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Assignments |
2f86e374-37a2-4413-b7f8-fefdb4b00d6d | Clause:
If any provision of this Agreement will be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other ... | Label: Severability |
42cf1c7a-407c-49b1-87ff-6042404eaa72 | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports, all as necess... | Label: Intellectual Property |
4838266f-eae9-49b5-8a81-1c1da5977635 | Clause:
Notwithstanding Section 7.1, following the occurrence of a change in control (as defined in Section 2.6(a)): no amendment will be made following a change in control without the consent of the affected participant (or beneficiary or other person claiming through a participant) that adversely affects the rights o... | Label: Amendments |
c1e2dee3-d240-4724-b971-c8909ad27325 | Clause:
Executive shall continue to receive his Base Salary (subject to withholding of all applicable taxes) for the CIC Severance Period in accordance with the Company’s normal payroll practices (but no less frequently than monthly) beginning on (i) the date of the Change in Control if Executive’s employment is termin... | Label: Base Salary |
b5c8abe0-06d6-4cac-84f0-728710edf320 | Clause:
Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given to a Credit Party, the Collateral Agent, Co-Collateral Agents, the Administrative Agent, the Swing Line Lender or an Issuing Bank, shall be sent to such Person’s address as set forth on Appe... | Label: Notices |
fc49f251-f721-4075-9c12-f6b12ad258a5 | Clause:
The Participant agrees to hold harmless and indemnify the Company for any and all liabilities resulting to it through violation by the Participant of the warranties and representations made by the Participant in, and other provisions of, this Agreement.
Task: Classify this clause into ONE of these types (exact... | Label: Indemnifications |
0eae4fda-490a-46a3-8557-f4132ff3698b | Clause:
Notwithstanding the Change in Control vesting as stated in Section 2(b) above, any unvested RSUs will be forfeited immediately, automatically and without consideration upon a termination of the Participant’s Service (regardless of the reason for such termination and whether or not later to be found invalid or i... | Label: Forfeitures |
6295dacf-3daf-4078-97d4-bcacd7041dc7 | Clause:
If the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the Participant (or the Parti... | Label: Disability |
134b798d-33b9-4133-926d-826a68991508 | Clause:
In consideration of the potential risks to the Consultant in rendering professional services in connection with this Consulting Agreement, the Company agrees to make no claim and hereby waives, to the fullest extent permitted by law, any claim or cause of action of any nature against the Consultant which may ar... | Label: Waivers |
06797dc0-86d0-4eb9-9540-337f7d7c90a3 | Clause:
All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses. Notwithstanding the foregoing, the Company shall pay up to $4,000 of the Investor’s legal expenses.
Task: Classify this clause into ONE of th... | Label: Expenses |
644a5ef5-c25b-4f41-a1b9-30c092f2ea2d | Clause:
The provisions of this Plan and any Award shall be governed by and interpreted in accordance with the laws of England and Wales and any Group Company and Key Employees shall submit to the exclusive jurisdiction of the Courts of England and Wales.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Governing Laws |
68245184-0952-41ba-866a-77e29eff3df0 | Clause:
This Offer Letter, together with the plans and documents referred to herein, constitutes and expresses the whole agreement of the parties hereto, or in the case of the Company any of its Affiliates or direct or indirect subsidiaries, with reference to any of the matters or things herein provided for or herein b... | Label: Entire Agreements |
464ba061-bf76-49d7-a914-a07e02df44e3 | Clause:
The execution and delivery by the Investor of each of the Transaction Agreements to which it is a party and the compliance by the Investor with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein (including the purchase of the Investor Shares by the ... | Label: No Conflicts |
85e094da-c49e-4b0b-bc32-d06e1d0f4edf | Clause:
The Company shall use its reasonable best efforts to (i) cause the Shelf Registration Statement filed pursuant to Section 1.1(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof and (ii) keep such Shelf Registration St... | Label: Effectiveness |
ce17cb7a-88e0-456b-abd7-a5e9dd87cd23 | Clause:
The rights of the Investor hereunder may be transferred, assigned, or otherwise conveyed on a pro rata basis in connection with any transfer, assignment, or other conveyance of Registrable Securities to any transferee or assignee (other than a transfer pursuant to a registration statement or under Rule 144 prom... | Label: Assignments |
eec80622-fb8a-4089-917c-47f9a34e201b | Clause:
This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement shall be assigned by the Company to... | Label: Assignments |
9860658e-4b91-42c9-b45a-f8f64da93347 | Clause:
Transferee (i) agrees that all Company Shares now or hereafter acquired by, transferred to or otherwise held by Transferee shall be bound by and subject to the terms of the Agreement, (ii) hereby adopts the Agreement with the same force and effect as if Transferee were originally a party thereto and (iii) agree... | Label: Agreements |
9bccb5f6-2f64-47e6-ae9d-3a4b5df3f175 | Clause:
Purchaser represents and warrants that it has complied with all applicable laws, rules and regulations within the applicable countries associated with this Agreement. Purchaser agrees to notify Seller immediately of any regulatory action of which Purchaser has knowledge that is taken in relation to it by any fe... | Label: Compliance With Laws |
d381d5ac-eef1-4388-9141-17c0369503ad | Clause:
SINHA agrees that he will not do or say anything that disparages ALEXION, reflects negatively on ALEXION, or encourages any adverse action against ALEXION, except as required by law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Non-Disparagement |
a3e72b26-13cd-4492-9c14-c41c7d129b1d | Clause:
No Loan Party maintains or contributes to any employee pension benefit plan subject to title IV of ERISA, except those set forth in Schedule 7.6 (each, a “Pension Plan”). There is no material unfunded past service liability of any Pension Plan maintained by any Loan Party, and there is no “accumulated funding d... | Label: Erisa |
745e7b2e-217a-49fa-9e38-89053297a50f | Clause:
This Agreement shall be administered by the Head of Total Rewards (Global) of the Company (the “Plan Administrator”), which shall be the “administrator” and “named fiduciary” of the Agreement, as such terms are defined in ERISA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: General |
9b46530c-cba6-4d0a-ac46-8b14f69ea95b | Clause:
The proceeds of the Advances will be used by the Borrower for the purposes described in Section 5.09. No Loan Party nor any Restricted Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as ea... | Label: Use Of Proceeds |
8aed38e9-596b-4772-8f95-9e9643421159 | Clause:
No failure or delay of any Party in exercising any right or remedy hereunder shall operate as a waiver thereof. Any such waiver by a Party shall be valid only if set forth in writing by such Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Waivers |
3c099082-8fc7-48d2-9476-e08ba770be24 | Clause:
Subject to the provisions of this Agreement, Executive will not disparage Employer, its holding, parent or subsidiary entities, or any Affiliate or officer, director, investor, executive, products, practices, services, operations, ethics, management, policies, standards, or methods in any way, at any time. The ... | Label: Non-Disparagement |
38e7d263-997b-4519-9d12-51ba54d72144 | Clause:
You agree that you will not disparage or defame the reputation, character, image, products, or services of the Company, provided that you shall respond accurately and fully to any question, inquiry, or request for information when required by legal process.
Task: Classify this clause into ONE of these types (e... | Label: Non-Disparagement |
5a33a623-e25c-47b5-bf77-a83893638b38 | Clause:
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile or email if sent during normal business hours of the recipient; if not, then on the next Trading Day, (c) f... | Label: Notices |
b50c14e5-d8b2-445a-bf2f-2c52c93561b4 | Clause:
This Agreement may be modified, only by a written instrument signed by the parties. This Agreement shall not amend or affect any written employee benefit plan of the Company, and Goodwin’s benefits, if any, under such plans shall be governed by the terms of each plan in which Goodwin is or was a participant. ... | Label: Miscellaneous |
acd1f0b7-a6aa-4041-8987-dc85e6c1cc7b | Clause:
Create, incur or suffer to exist any Lien on any of its assets other than Permitted Liens.
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: Liens |
f3fd4873-25a8-4c2f-b783-96c7a6ab2d4e | Clause:
All proceeds of the Loans and Letters of Credit will be used by Borrower (x) to pay fees and expenses in connection with the Combination Transaction and (y) for any purpose permitted by law, including, without limitation, working capital and other general corporate purposes. Neither the making of any Loan nor ... | Label: Use Of Proceeds |
717d6297-2693-42b1-a5c3-44059d62be7e | Clause:
The Company will, and will cause each of its Subsidiaries to, (i) comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreemen... | Label: Compliance With Laws |
d74ba741-4c2d-45f6-8f0c-cd977d112ed7 | Clause:
There are no pending or threatened disputes or disagreements with respect to any agreements relating to any Intellectual Property Rights to which the Company is a party or by which the Company is bound. Other than with respect to commercially available software products under standard end-user object code licen... | Label: Agreements |
f6c42df9-c2b0-49a9-856e-b7edec88bab1 | Clause:
Except as otherwise provided herein, your Restricted Share Units will vest in full on the earlier of (1) the one (1) year anniversary of the Grant Date, and (2) the date of the Annual General Meeting of shareholders in respect of fiscal 2017, provided in each case that you are a member of the Company’s Board of... | Label: Vesting |
3e543428-a6be-4208-9ea3-c91367d86967 | Clause:
Each party hereto agrees to maintain the confidentiality and existence of the non-public information provided to it by or on behalf of the other party, except that the foregoing shall not prohibit (a) disclosure of such information to such party’s Affiliates, directors, managers, officers, employees, agents, re... | Label: Confidentiality |
441094c7-3d37-489c-9e8b-1b18767cd0ae | Clause:
Executive’s health insurance benefits shall cease on the last day of the month in which the Separation Date occurs, subject to Executive’s right to continue Executive’s health insurance under COBRA. Executive’s participation in all benefits and incidents of employment, including, but not limited to, equity vest... | Label: Benefits |
3069ae5f-fb83-47c1-8c6b-2a56db9584ea | Clause:
Hecla shall pay any applicable VAT taxes incurred in connection with this Agreement, the payment of the Cash Consideration or the issuance of the Consideration Shares. If Golden Minerals becomes obligated to pay any such taxes, Hecla shall promptly reimburse Golden Minerals for such amounts.
Task: Classify thi... | Label: Taxes |
27876fb1-a88b-46f8-a6d1-b4c83a4bba2b | Clause:
Will be permitted, and its Subsidiaries will be permitted to create, incur or permit to exist any Lien, provided, however, that at the time of the creation of each Lien (including each Lien granted in connection with a Permitted Securitization Transaction) and immediately after giving effect thereto and to the ... | Label: Liens |
6c6f165e-0e16-4998-a7b0-cc64d13e6fda | Clause:
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to... | Label: Payments |
fd13a2c0-92ab-4e1f-b30c-fb18f6e50026 | Clause:
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. If this A... | Label: Severability |
f151a6fe-7fe3-4773-a3f9-b1bb31624a3d | Clause:
This Amendment is a Credit Document as defined in the Credit Agreement, and the provisions of the Credit Agreement generally applicable to Credit Documents are applicable hereto and incorporated herein by this reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Miscellaneous |
1aecf596-719d-4631-83e7-d8bd6fced417 | Clause:
Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the Sale and Servicing Agreement, dated as of February 1, 2017, among the Issuer, California Republic Funding, LLC, the Servicer and U.S. Bank National Association, which Appendix is... | Label: Definitions |
2ae47030-9d06-41e4-93bf-bbf632ef5792 | Clause:
The Executive’s annual base salary shall be $374,000. The Executive’s base salary may be redetermined by the Company’s Compensation Committee, after consultation with the CEO. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that... | Label: Base Salary |
ba198a31-02a9-4549-ab2e-c19abe92bb14 | Clause:
Employee agrees to be reasonably available through January 31, 2018, for consultation with and assistance to Bank or Affiliate representatives with respect to matters and issues within Employee’s job responsibilities or knowledge during Employee’s employment by the Bank. Employee agrees to be available for up t... | Label: Cooperation |
1068dfba-d413-4e85-9547-75ca83bbe611 | Clause:
The proceeds of the Loans shall be used by the Borrowers and their Subsidiaries (a) to purchase loans or other eligible assets pursuant to the Borrowers’ investment guidelines and (b) for operating expenses and general corporate purposes of the Borrowers and their Subsidiaries.
Task: Classify this clause into ... | Label: Use Of Proceeds |
83303bbc-0894-49a0-8873-2d5a04abdef6 | Clause:
In the event that the Initial Closing shall not have occurred with respect to the Buyer on or before ten (10) Trading Days from the date hereof due to the Company’s or the Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s failure to waive such unsatisfie... | Label: Terminations |
3e54eeac-37b9-4db0-b9f0-e3c47831d717 | Clause:
Capitalized terms used herein without definition have the meanings ascribed to them in the Securities Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Definitions |
5fdb49cd-d4c0-4244-ae2e-abf9c50f60d0 | Clause:
Unless otherwise specifically provided in this Agreement, all notices or other communications (collectively and severally called “Notices”) required or permitted to be given under this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which form of Notice shall be deemed to have been... | Label: Notices |
1fdfdcbf-6593-43fd-93bb-83039c4a336b | Clause:
This Agreement and the Employment Agreement, taken together, constitute the complete understanding between the parties and supersedes all such prior agreements between the parties and may not be changed orally. Employee acknowledges that neither the Company nor any representative of the Company has made any rep... | Label: Entire Agreements |
71ed2c86-4605-4a5c-b289-2c96e9dd4874 | Clause:
Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including, without limitation, Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party. Each Loan Party will m... | Label: Compliance With Laws |
a4f0e565-c6e7-4d37-82c5-e3281addd5fc | Clause:
The Indemnitee hereby represents and warrants that he or she has obtained all waivers and/or consents from third parties which are necessary to execute and perform this Agreement without being in conflict with any other agreement, obligation or understanding with any such third party. The Indemnitee represents... | Label: Consents |
20846393-150e-46e8-b9aa-cd59b2dab3fc | Clause:
All covenants and agreements contained herein, other than those which by their terms apply in whole or in part after the Closing (which shall survive the Closing), shall terminate as of the Closing, provided nothing herein shall relieve any party of liability for any breach of such covenant or agreement before ... | Label: Warranties |
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