id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
6ddad2b9-fd60-4c15-bf67-87fd880f15b9 | Clause:
To the extent permitted by applicable law, the Company shall indemnify and hold harmless each individual serving as a member of the Plan Administrator against any and all expenses, liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to the Plan including any... | Label: Indemnity |
5e32a9bb-90c9-43e2-b99b-09669803dd77 | Clause:
The captions used in this Exercise Notice are inserted for convenience and shall not be deemed a part of this agreement for construction or interpretation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Headings |
6b15711d-3d03-4c23-a717-91060b078b13 | Clause:
This Agreement is personal to Executive and shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives. This Agreement can be assigned by the Company and shall be bindin... | Label: Successors |
d11c0fea-e2cd-4a71-bad4-93ea6f34d845 | Clause:
The Assignors hereby, absolutely and unconditionally, convey, sell, assign, transfer, grant and set over unto the Assignee, all of the Assignors’ worldwide rights, title and interest and benefit in and to the Transferred Intellectual Property, together with all rights of action, both at law and in equity with r... | Label: Assignments |
c00faa32-f164-41bf-89ac-4ea0e8cccbd3 | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of Colorado without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Colorado or... | Label: Governing Laws |
855c6419-bf82-448b-bf2a-d69d0bf40a97 | Clause:
The Executive’s initial annual base salary shall be $425,000. The Executive’s base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the “Compensation Committee”). The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary sh... | Label: Base Salary |
b335f4ca-0f1b-4ca9-85da-78ff97a1c407 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase in the aggregate three million (3,000,000) Shares. The Purchaser shall deliver ... | Label: Closings |
5261f898-ee18-4876-9421-ac842ef2931a | Clause:
Upon the occurrence of an Event of Default, the Lender shall, within five (5) business days thereof, give written notice (a “ Default Notice ”) to the Rockpoint Preferred Holders (as defined in the Second Amended and Restated Partnership Agreement of the Borrower dated as of March , 2017 (the “ Partnership A... | Label: Remedies |
bd4b11cc-5712-4ad2-a7b9-82fbeffa91eb | Clause:
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law. All disputes and controversies arising out of or in connection with this Agreement s... | Label: Governing Laws |
f5818f9e-bf18-40dd-832d-db50c95e516e | Clause:
Any provision of this Parent Guarantor Joinder Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceabilit... | Label: Severability |
084358dd-fdff-4d74-a1c7-1e9bd0b5d1df | Clause:
Unless and until the Discharge of Senior Obligations has occurred, the Designated Senior Representative and the Senior Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the Senior Debt Documents, (a) to be named as additional insured and loss payee under any in... | Label: Insurances |
3d82839e-63f1-4693-81ab-d447eb4bec53 | Clause:
(a) This Agreement is personal to Executive and, without the prior written consent of the Company, shall not be assigned by Executive otherwise than by will or the laws of descent and distribution, and any assignment in violation of this Agreement shall be void.
Task: Classify this clause into ONE of these ty... | Label: Assignments |
41c9c3fd-2825-4514-a5e3-2b9f940eccee | Clause:
This Agreement may be executed in two counterparts, both of which shall be deemed an original, but both of which taken together shall constitute one and the same instrument. Signed copies of this Agreement transmitted by facsimile will be accepted by the parties, and the parties shall be entitled to rely upon s... | Label: Counterparts |
4921e684-5b9c-4cf9-ad6b-2ba7a5524fe7 | Clause:
As of the Effective Date , the Amendment No. 1 Effective Date and the Amendment No. 1 3 Effective Date, neither Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrower and the Subsidiaries (in e... | Label: Subsidiaries |
506c2b2d-f02f-4eee-aeda-7d623ca59403 | Clause:
Each Loan Party has disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect... | Label: Disclosures |
dacc2a1b-8d09-400d-9933-db499379a99c | Clause:
Executive’s employment shall automatically terminate upon the death of Executive and all rights of Executive and Executive’s heirs, executors and administrators to compensation and other benefits shall cease, except (i) to the extent that any dependents are enrolled in benefit plans that have continuing applica... | Label: Death |
0c9d667a-5ba4-4f55-b5f2-7bcab0843534 | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on t... | Label: Notices |
5ecb7d9f-a7d9-4b8c-a263-84dc56ad4825 | Clause:
The Company will employ Executive, and Executive agrees to work for the Company, as its Chief Executive Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position (including travel, as required) as the Company’s Board of ... | Label: Titles |
191c9c8a-57d4-4a53-a170-8cb137068c29 | Clause:
The headings of all Sections of this Agreement are inserted solely for the convenience of reference and are not a part of and are not intended to govern, limit, or aid in the construction or interpretation of any term or provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Headings |
807a64ee-96f7-4185-97e6-616cebb47e11 | Clause:
This Agreement may be executed in one or more counterparts and by transmission of a facsimile or digital image containing the signature of an authorized person, each of which shall be deemed and accepted as an original, and all of which together shall constitute a single instrument. Each party represents and wa... | Label: Counterparts |
ebf87f28-c4d4-4741-91df-e9fe613e2040 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
d2064d9f-1b83-403c-a287-2966f053b3a2 | Clause:
For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus and Commissions portion of the Annual Deferral Amount shall be withh... | Label: Withholdings |
1f86449a-b1f0-4033-bf0c-d2e9af01055a | Clause:
The principal amount of this Note shall bear interest at eight percent (8%) per annum.
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, Bas... | Label: Interests |
b4d4fe0a-9216-4dd8-8d4d-4771ad66a70b | Clause:
The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
95430e30-835c-4d58-97cc-969400fcb097 | Clause:
All covenants, agreements, representations and warranties made by the Borrowers herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of ... | Label: Survival |
6c71f958-d5d5-4b84-96b1-8501604dc238 | Clause:
Upon commencement of the offering of the Placement Shares under this Agreement (and upon the recommencement of the offering of the Placement Shares under this Agreement following any termination of a suspension of sales hereunder), and at each Applicable Time, each Settlement Date, each Registration Statement A... | Label: Warranties |
99205903-f1d6-413f-b185-38ef23de0059 | Clause:
Upon a termination of the Executive’s employment for any reason, he shall be entitled to receive the following amounts on the next regularly scheduled payroll date after the date of the Executive’s termination of employment: (i) any accrued and unpaid Base Salary determined as of his date of termination, (ii) ... | Label: General |
38542fd2-4063-44e7-8395-dc1e7a84585e | Clause:
This Agreement, for all purposes, shall be construed in accordance with the laws of the State of New Jersey without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in New Jersey. The part... | Label: Venues |
137a4cc4-70a2-4845-a301-49eae691af10 | Clause:
This Amendment shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Binding Effects |
993fdd9d-890f-4f99-9117-fb112d42139c | Clause:
Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Committee, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on the Company and on Optionee.
Task:... | Label: Interpretations |
109e9f49-2455-4822-8249-cd4664fa696c | Clause:
(a) Subject to earlier termination pursuant to Section 4, the term of this Agreement shall be effective as of April 9, 2016 (the “ Effective Date ”), and shall continue until the three (3) year anniversary of the Effective Date. The period of time from the Effective Date through the termination of this Agreem... | Label: Terms |
823e3df6-4d3b-4611-b682-c7d98a425a20 | Clause:
This Waiver and Amendment shall become effective on the date when Bank shall have (a) executed this Waiver and Amendment, (b) received a counterpart of this Waiver and Amendment executed by Borrower and (c) received payment of the Waiver and Amendment Fee.
Task: Classify this clause into ONE of these types (ex... | Label: Effectiveness |
3f76f489-5226-4c7c-9b51-1af121b9a53c | Clause:
No failure on the part of Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement preclude any o... | Label: No Waivers |
dd34be3b-de8b-43f6-b3d5-04a9f2d438b8 | Clause:
The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Mortgage Loans and the related Repurchase Assets is its chief executive office.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Records |
6c840786-9bc5-498d-b683-6631b5200131 | Clause:
Notices and all other communications provided for in this Agreement must be in writing and will be deemed to have been duly given upon receipt (or rejection) when delivered in person or by overnight delivery (to the chief legal officer of DDR in the case of notices to DDR and to Executive in the case of notices... | Label: Notices |
691b1237-b448-4b21-bfaf-375f02feec1e | Clause:
This Agreement shall inure to the benefit of Secured Parties’ successors and assigns and shall bind Debtor’s successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Binding Effects |
8a0664bd-0a66-4494-aa59-98cb1193f102 | Clause:
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Option and this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Texas and agree that such litigation shall be conducted only in the c... | Label: Venues |
55a06e94-b8b0-4e90-9620-db3ec13101b7 | Clause:
As of the Closing Date (after giving effect to all transactions contemplated to occur on or before the Closing Date) and as of the date of each Borrowing, Borrower is Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Solvency |
cc5ddb18-5383-4261-ae14-127340245865 | Clause:
Each US Guarantor hereby (i) consents to Borrowers' execution and delivery of this Amendment; (ii) agrees to be bound by this Amendment; (iii) affirms that nothing contained in this Amendment shall modify in any respect whatsoever any Loan Document to which it is a party except as expressly set forth herein; an... | Label: Consents |
10df8be5-31e4-46fe-9edb-56b10734549b | Clause:
The Restricted Stock Units are to be settled in Common Shares. The Committee may withhold Common Shares to the extent necessary to satisfy income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related item withholding requirements, as described in Section 4.3. In additi... | Label: General |
b5830c85-5c82-4f73-88ab-21de41ec933b | Clause:
The execution, delivery and performance of this Subscription Agreement and the other Offering Documents, and the consummation of the transactions contemplated hereby and thereby do not (i) violate or conflict with the Company’s Certificate of Incorporation, By-laws or other organizational documents, (ii) confli... | Label: No Conflicts |
a1a1d510-d7f9-4fd2-b104-bc077ac2dec2 | Clause:
Any dispute, claim or controversy based on, arising out of or relating to this Agreement, or the breach thereof, including questions regarding the arbitrability of a particular dispute, shall be settled by final and binding arbitration in San Diego, California, before a single neutral arbitrator in accordance w... | Label: Arbitration |
67a5ec13-3b0f-4c97-8009-9106c9c12692 | Clause:
Each Credit Party shall, and shall cause each of its Subsidiaries to, comply with all federal, state, and local laws and regulations (including Environmental Laws) which are applicable to the operations and Property of any Credit Party and maintain all related permits necessary for the ownership and operation o... | Label: Compliance With Laws |
1e4bd5ba-f2fb-4dbc-8bbc-db30f0502b67 | Clause:
The AUS-NZ Security Trustee’s failure or delay to exercise a power or right does not operate as a waiver of that power or right and the exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right. A waiver is not effective unless it is in writing ... | Label: Waivers |
36a682ef-3e20-43f8-885c-ab7ce63641bf | Clause:
The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Lender, the Swingline Lender, or any Rel... | Label: Submission To Jurisdiction |
3b53f29f-5b3a-46f8-b1dd-e18ce5d29c4a | Clause:
Except as otherwise provided in this Service Agreement (including the limitation of liability provisions in this Article VI ), each Party shall indemnify, defend and hold harmless the other Party from and against any Liability arising out of the intentional breach hereunder or gross negligence of the Indemnifyi... | Label: Indemnity |
218f253c-7ec8-413c-82ff-b14bf91981d6 | Clause:
(i) it is a limited partnership duly formed and validly existing under the laws of Delaware; (ii) has all requisite power, and has all governmental licenses, authorizations, consents and approvals necessary, to own its assets and carry on its business as now being or as proposed to be conducted; and (iii) is qu... | Label: Existence |
787248ae-915d-425b-90ef-9d3ff134ebf2 | Clause:
This Award Notice may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written Award Notice between the Company and the Recipient.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Amendments |
af49c0c8-e5f8-43d3-aca8-b25f7234d35b | Clause:
Subject to Schedule 7.16, the Lender shall have received accord or similar certificates, from one or more insurance companies satisfactory to the Lender (other than business interruption insurance (if any), director and officer insurance and workers' compensation insurance), evidencing coverage required to be m... | Label: Insurances |
ac945a4b-64b7-4777-a1d6-c0f33861280f | Clause:
All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid to Purchaser at the address set forth below and to the Company at the address set forth below, or at such other place as the... | Label: Notices |
c58074fb-9476-4b96-8e27-ed88623f4642 | Clause:
The Borrower shall pay to the Administrative Agent all reasonable costs and out-of-pocket expenses of every kind in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto or thereto (which costs include, without limitation, the re... | Label: Expenses |
977a3ec7-3608-4417-b98a-3113b727013d | Clause:
The Parties to this Agreement agree to execute and deliver all other instruments and documents and to take all other actions as any Party may reasonably request in connection with the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Further Assurances |
3dbf55bd-2052-4f01-aa92-bf60edee8506 | Clause:
Except for the approval of Purchaser’s Investment Committee to proceed with the Closing (which Purchaser shall obtain before the expiration of the Due Diligence Period), (i) Purchaser has full power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed and deliver... | Label: Authority |
44166151-d920-45ea-a115-7e27ee714c47 | Clause:
Subject to the provisions of Section 6A hereof, including (i) receipt by Sublessor of Consent of the Master Lessor to the entry into this Sublease, and (ii) receipt by Sublessor of the InfoSpace Sublease Termination Agreement, this Sublease shall bind and inure to the benefit of the parties hereto, as well as t... | Label: Binding Effects |
9880e698-83a1-4e0c-b69b-97ece2b7921c | Clause:
The terms of this Agreement, including the number of shares of Common Stock subject to the Option, shall be adjusted as the Administrator determines is equitably required in the event the Company effects one or more stock dividends, stock splits, subdivisions or consolidations of shares or other similar changes... | Label: Adjustments |
272d6a0c-52cd-4ae1-a2e2-73e3941ceb99 | Clause:
Executive shall be expected to incur various reasonable business expenses customarily incurred by persons holding like positions, including but not limited to traveling, entertainment and similar expenses incurred for the benefit of Crown or Constellation. Crown shall reimburse Executive for such expenses from ... | Label: Benefits |
fa769e67-2728-44dd-a8a2-179595ee0156 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and iss... | Label: No Conflicts |
9c7e93ce-f710-4248-af21-6741bec14bd6 | Clause:
All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold the minimum statutory amount (or such other amount as approved by the Committee) required to be withheld for federal (including FICA), state, provincial and local taxes, domesti... | Label: Withholdings |
5a2ab172-138f-4f06-ab58-4fef5e9d480c | Clause:
No delay on the part of the Lender in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any power or right hereunder preclude other or further exercise thereof or the exercise of any other power or right. The Lender shall not be deemed to have ... | Label: Waivers |
4b15a44e-6d1c-4bc1-9e46-d06245daafc7 | Clause:
The undersigned Borrower and Guarantor represents that they have full corporate power and authority to execute this Letter and that they are authorized to take the actions set forth herein without the consent or approval of any other third party (including the shareholders of Parent).
Task: Classify this claus... | Label: Authorizations |
614580df-83d8-4514-b498-7ebb5eaf140b | Clause:
This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware without reference to such state’s principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Governing Laws |
bdadd383-f970-41c8-96ac-b69e4ea63d60 | Clause:
Each Incremental Facility will become effective pursuant to an amendment (each, an “ Incremental Amendment ”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Person providing such Incremental Facility and the Administrative Agent. Incremental Amendments may, wi... | Label: Use Of Proceeds |
0c03f6d8-d220-40b7-bab9-9aa254bb79d3 | Clause:
(a) The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Corporation’s certificate of incorporation and bylaws and applicable law. The Board shall have the power and authority to delegate its responsibilities hereunder to its Compensation Committe... | Label: Amendments |
9f2b2ae6-6147-470e-a2d2-dd10d634eb8e | Clause:
As of the date hereof, the authorized common stock of the Company consists of 19,995,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 26,582,548 shares are issued and outstanding; and 75,732,317 shares are reserved for issuance upon conversion of the Note. All of such outstanding... | Label: Capitalization |
9825c9d3-0963-4837-8954-0eb142c3cc5d | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to suc... | Label: Severability |
7fc1f79d-402f-4195-b13c-5b540108b335 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
55c0e529-a36d-4aa1-b16f-0d7dd1065cf8 | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance ... | Label: Insurances |
88560196-09fa-4f01-84c7-299e68302da6 | Clause:
Each Loan Party and each of their Subsidiaries have filed or caused to be filed (or have obtained appropriate extensions for filing of) all Federal and state income and other material tax returns and reports required to be filed, and have paid or caused to be paid all Federal and state income and other material... | Label: Taxes |
0c247485-399a-4bda-8931-5fb7b69da2ef | Clause:
In order to induce Purchaser to execute and deliver this Amendment, each of the Guarantor and the Seller hereby represents to Purchaser that as of the date hereof, (i) each of the Guarantor and the Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by th... | Label: Representations |
f68b8f9a-0cc6-47ce-85ab-599bf20a2da3 | Clause:
Unless otherwise provided in the option agreement or determined by the Committee, upon the optionee’s termination of employment (or other business relationship) with the Company and its Subsidiaries, the optionee’s rights in his or her Stock Options shall automatically terminate.
Task: Classify this clause int... | Label: Terminations |
c73a460e-bc07-4bea-a1a9-2a2bbf561967 | Clause:
Cooperate fully, completely and promptly with Buyer in connection with (i) securing any approval, consent, authorization or clearance required hereunder, or (ii) satisfying any condition precedent to the Closing without additional cost and expense to Seller unless such action is otherwise the obligation of Sell... | Label: Cooperation |
95663a83-1328-41c7-b1ac-8470913cfb6e | Clause:
This Amendment, the other Loan Documents and any separate letter agreements, solely to the extent with respect to fees payable to the Administrative Agent and the Amendment No. 3 Arranger, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous a... | Label: Entire Agreements |
3b1ca7bf-cd2e-48b1-8f00-6e324ec17a7e | Clause:
As of the date of this Agreement, there is no action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity or before any arbitrator (a “Legal Proceeding”) which is pending or has been threatened in writing against Acquiree or any Acquiree Subsidiary which (a) seeks either damages... | Label: Litigations |
e63b47f5-39fd-4d48-9be9-b94491543d49 | Clause:
Any notice, advice, request, consent or direction given, made or withdrawn pursuant to this Agreement shall be in writing or by machine-readable electronic transmission, and shall be deemed to have been duly given to and received by a party hereto three (3) Business Days after it shall have been mailed to such ... | Label: Notices |
2dbd7bb8-e214-4cc0-b301-80bf8caeb492 | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Investor and the Company will be entitled to specific performance under the Transaction Documents. The Parties agree that monetary damages may not be adequate compensation for any l... | Label: Remedies |
5deb2b03-0749-45d8-8465-2523cc6b4f6c | Clause:
The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan first became effective on April 20, 2006, the date immediately following the date it was approved by shareholders, and was subsequently amended and restated effective April 21, 2010 and February 17, 2015. The Sherwin-Williams Company 2006 E... | Label: Effective Dates |
2159b846-191a-40ca-b225-4f0b7fb18821 | Clause:
Notwithstanding anything herein to the contrary, the Company shall have the right to enforce the provisions of Section 7 through an action, suit or proceeding brought in any federal court located in the State of Delaware or any Delaware state court, and each Participant consents to the exclusive jurisdiction an... | Label: Waiver Of Jury Trials |
dbd01027-5c0f-407a-8176-03f18d849323 | Clause:
The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increas... | Label: General |
dde52675-ccfc-4762-ab27-9b9f5e990ce0 | Clause:
The Administrative Agent shall have received such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents.
Task: Classify this clause into ONE of these types (e... | Label: General |
26e65181-b191-4b09-b694-4042d7d77e82 | Clause:
No statement made by the Parent or ICA-T in this Agreement, any other Transaction Document or the exhibits and schedules attached hereto or in any certificate or schedule furnished or to be furnished by or on behalf of the Parent and/or ICA-T to the Buyer or any of their representatives in connection with the t... | Label: Disclosures |
0ffc9fad-f874-4df4-9861-c1a99e410451 | Clause:
This Agreement is fully integrated, represents the entire understanding of the Parties, and supersedes all prior oral, written and/or electronic discussions, negotiations, and agreements concerning the subject matter of this Agreement. There are no other agreements, representations, promises, or negotiations th... | Label: Integration |
74c4d2fb-87b2-4704-a803-3780ce285e93 | Clause:
If a Grantee becomes disabled (within the meaning of Code §22(e)(3)) prior to the expiration date fixed for his or her Option, and the Grantee’s Termination of Service occurs as a consequence of such disability, such Option may be exercised by the Grantee at any time prior to the earlier of (i) the expiration d... | Label: Disability |
7c88f252-87ef-41b4-be26-cd26affad253 | Clause:
Each of the Company and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which t... | Label: Taxes |
463a78ab-2655-4229-9a45-2f699f80092f | Clause:
This Agreement, together with the Plan, supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter in this Agreement and constitute the only agreements between the parties with respect to the subject matter in this Agreement... | Label: Entire Agreements |
0f634c5f-a4f2-4c2e-914d-7ea8b010a979 | Clause:
The closing of the Share Exchange (the “ Closing ”) shall take place at the offices of Bauman & Associates, 6228 Dartle Street, Las Vegas, NV 89130, at such time and date as the parties hereto shall agree orally or in writing (the “ Closing Date ”).
Task: Classify this clause into ONE of these types (exactly o... | Label: Closings |
efd18515-2af7-42ff-900e-c916c58bff6a | Clause:
Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Amended Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Defined Terms |
c6d7bc10-ad1f-4481-b91f-0acad6f1f01d | Clause:
Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA, except to the extent failure so to comply, individually or in the aggregate, would not reasonably be expected to have a Material Ad... | Label: Compliance With Laws |
ada64c1d-bd62-46a2-b4f7-be32b3b339e1 | Clause:
THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT TO WHICH IT IS A PARTY OR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Waiver Of Jury Trials |
bc09dbe0-c411-4858-accb-16da9b715b55 | Clause:
In consideration of the opportunity to receive the Separation Payments as provided in this Agreement, which Goldberger acknowledges he would not otherwise be entitled to receive, and the other actions and obligations to which Xtant and Bacterin agree to be bound as set forth in the Agreement, Goldberger, for hi... | Label: Releases |
d27527c0-c355-4651-82ac-5015f35be716 | Clause:
By accepting the Option, the Participant acknowledges and agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the exercise of the Option, the issuance and/or sale of Shares acquired under the Plan and the receipt of any dividends.
Task: Classify this clause i... | Label: Compliance With Laws |
152e6984-c4a5-46c0-b0cd-696a19b5b7e0 | Clause:
The term of the Executive’s employment, unless sooner terminated in accordance with the provisions set forth herein, shall be for a period of 3 years commencing on the Effective Date and expiring on December 31, 2019 (the “ Term ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Terms |
bed42fac-9a1e-48b0-9552-417d51b4ed0e | Clause:
Each Loan Party has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except (a) taxes that are being contested in good faith by appropriate proceedings and for which the applicable Loan Party ... | Label: Taxes |
cb474ac8-1298-4355-8235-190ef321e7cd | Clause:
A nomination of Product by Producer shall be deemed a warranty of title to such Product by Producer or a warranty that Producer Controls the Product and has the right to deliver such Product for gathering under this Agreement, as applicable. Title to Product shall not transfer to Gatherer by reason of Gatherer’... | Label: Titles |
ccc594c4-45a9-449f-8e5e-959e80cdf41a | Clause:
In the event any one or more of the provisions contained in this Agreement or in any other Transaction 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 ... | Label: Severability |
1b663a7d-5e43-4dd9-bd16-eca2f57c85a5 | Clause:
The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Headings |
df8db895-43a4-406c-aa07-bd071c6f4689 | Clause:
The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Corporation shall not be required to pay any tax that... | Label: Expenses |
db4c168a-e8c4-4137-aead-2c0221e709e6 | Clause:
Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applic... | Label: Severability |
baf525d6-bed6-4af5-8e68-4664ece5d21a | Clause:
Operator and the Partnership shall comply with the provisions applicable to confidential information set out in §13.12 of the Partnership Agreement, which provisions are incorporated herein by reference as if set out in full.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Confidentiality |
908be4f6-2df7-404e-b381-f55ec0937ee5 | Clause:
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart (including copies or PDF’s of signatures transmitted by facsimile or e-m... | Label: Counterparts |
29f1b75a-a942-46a2-9251-c27a71ed5ed8 | Clause:
In accordance with Section 3.1 of the Plan, all decisions or interpretations made by the Committee with regard to any question arising under the Plan or this Award Agreement, shall be binding and conclusive on the Company and the Grantee.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Interpretations |
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