id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
17744010-838b-4acb-973a-98827e7e63c7 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplate... | Label: Severability |
b8f46f68-7472-47f2-a851-acc5049629d3 | Clause:
This Agreement shall remain in full force and effect unless and until the Support Agreement is terminated in accordance with its terms (except for a termination of the Support Agreement on account of the consummation of the Merger). In the event that the Merger Agreement is terminated in accordance with its ter... | Label: Terms |
d2a3bbe9-bb90-4054-a486-4b034dc482c6 | Clause:
As of the Effective Date, this Agreement has been duly authorized, executed and delivered by Licensee and constitutes a legal, valid and binding agreement of Licensee, enforceable in accordance with its terms, except to the extent that enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conv... | Label: Authority |
2d09078d-5b03-4272-a607-1fd8af70310c | Clause:
Subject to the terms and conditions hereof, SUN hereby agrees to issue and sell to the Purchaser, free and clear of any and all Liens, and the Purchaser hereby agrees to purchase from SUN, all of the Purchased Units, and the Purchaser agrees to pay SUN the Purchase Price. Upon payment of the Purchase Price at t... | Label: Sales |
0f489eb1-1e1f-4ce2-aabf-5c7c3b65fe15 | Clause:
No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of this Note and the performance and consummation of ... | Label: Approvals |
648e07b9-00fa-47e7-ada5-9a282d9a6598 | Clause:
The LOC and Revolving Note are hereby modified to: (i) have a maturity date of September 18, 2018 (the “Extended Maturity Date”); and (ii) the following language shall be deleted “ The interest rate charged on this Revolving Note (hereinafter defined as “Note”) shall be adjusted daily (the Interest Adjustment... | Label: Payments |
cd4b7062-7dbc-4260-95c1-6dacb0f67d63 | Clause:
Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered, to the applicable address, facsimile number or (subject to subsection (c) below) electr... | Label: General |
503d9441-4333-4ad7-9021-5c4fbe3011a7 | Clause:
Except for transactions between or among Loan Parties or between or among Foreign Subsidiaries, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except the Borrowers or any of their respecti... | Label: Transactions With Affiliates |
dba2ac2c-7ac0-4508-bc0c-4dd4971f904e | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company was requi... | Label: Financial Statements |
61113a62-d961-435c-b827-b4bfe5a31885 | Clause:
This Agreement, along with the Proprietary Information Agreement, Sections 8, 10, 12, 15 and 23 of the Employment Agreement, and Employee’s written equity compensation agreements with the Company, represents the entire agreement and understanding between the Company and Employee concerning Employee’s separation... | Label: Entire Agreements |
c8e8afdb-e637-4ac4-96da-4f3212e81430 | Clause:
Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Defined Terms |
10c1a838-af03-4d30-adf3-68275aedf747 | Clause:
No oral statement or prior written matter shall have any force or effect all of which shall merge herein and be superseded hereby. No waiver of any provision of this Agreement shall be effective unless in writing, signed by the waiving party. The parties agree that they are not relying on any representations or... | Label: Entire Agreements |
3140531e-f0b0-4d89-8c84-25b06dacdb87 | Clause:
This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. The Agreement may be delivered by facsimile transmission or email scan transmission of a signed copy thereof.
Task: Class... | Label: Counterparts |
29fe2d92-7247-4ae6-9acb-c5541c57a1ca | Clause:
During the Payment Term and for a period of [*] years thereafter, each Party shall maintain in strict confidence all Confidential Information and materials disclosed or provided to it by the other Party, except as approved in writing in advance by the disclosing Party, and shall not use or reproduce the disclos... | Label: Confidentiality |
2135242f-b70b-4e18-a79c-e9c3007c5693 | Clause:
The number of shares of Stock issuable for each RSU and the other terms and conditions of the grant evidenced by this Agreement are subject to adjustment as provided in Section 11 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Adjustments |
12c78978-ae7e-4792-bee6-30211921e44f | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5‑1401 AND 5‑1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONF... | Label: Governing Laws |
e66b28ab-8d1a-4bfc-b06c-2981e85802c6 | Clause:
This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and either of the parties hereto may execute this Amendment by signing any such counterpart.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Counterparts |
6a5293fc-06a0-4fb5-9184-a6f36b90d834 | Clause:
The Award Recipient authorizes the Company to withhold from his or her compensation, including RSUs subject to the Award and the Settlement Shares issuable hereunder, to satisfy any income and employment tax withholding obligations in connection with the Award. No later than the date as of which an amount first... | Label: Withholdings |
e04c3047-6e8b-403f-a0cf-feae08366b59 | Clause:
This Agreement, together with any exhibits and schedules thereto, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into ... | Label: Entire Agreements |
f5c6a5d2-9b31-4e5a-b598-6f15236e0f6d | Clause:
Each Eligible Employee in the Plan who incurs a Change in Control Termination and who satisfies all of the conditions of Section 3.02 shall be eligible to receive the Severance Benefits described in the Plan. An Eligible Employee shall not be eligible to receive any other severance benefits from the Company or ... | Label: Participations |
334bd759-9866-4946-87aa-70ade54d6189 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee ... | Label: Assignments |
c96e8180-8988-41ef-acbc-13d62dd876ba | Clause:
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, and shall become effective as provided in Section 10.03. Delivery of an executed counterpart to this Agreement by facsimile or other el... | Label: Counterparts |
d61d065d-dbc9-4e0c-865a-be1efdda1d54 | Clause:
The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each am... | Label: Expenses |
09e79524-f79e-4f1f-b58c-f2f002d481b4 | Clause:
All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to ... | Label: General |
6c3002a8-b588-4ad3-843c-fa336dc16763 | Clause:
No waiver by either party to this Agreement of any right to enforce any term or condition of this Agreement, or of any breach of this Agreement, shall be deemed a waiver of such right in the future or of any other right or remedy available under this Agreement.
Task: Classify this clause into ONE of these type... | Label: Waivers |
76f9e863-b056-4f4b-9482-c1011255f013 | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the sale of the Backstop Units and Commitment Warrants in a manner that would require the registration under the Sec... | Label: Integration |
fbf74483-2345-4174-8703-f13169b29b00 | Clause:
This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and permitted assigns of the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Successors |
c343a07e-00ad-4c43-bcbf-1557598dbd10 | Clause:
Borrowers shall have provided the Bank with evidence satisfactory to the Bank and its legal counsel that Borrowers have valid, defensible, unencumbered title to the Collateral, including (without limitation) title reports, title opinions (division order or otherwise regarding the Mortgaged Property), lien relea... | Label: Titles |
9c12b89a-7098-4402-8ee9-4a41e7edd5d1 | Clause:
Except as set forth in the ETP SEC Documents, there is no action, suit, or proceeding pending (including any investigation, litigation or inquiry) or, to ETP’s knowledge, contemplated or threatened against or affecting any of the ETP Parties or any of their respective officers, directors, properties or assets, ... | Label: Litigations |
078498eb-0375-404a-bdc2-0d94ff70e354 | Clause:
Upon the Board Approval, the execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities will require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have ... | Label: Consents |
a84c0b19-ff25-475f-abbd-59d0940a3c5f | Clause:
Each Grantor will, upon demand, pay to the Administrative Agent the amount of any and all reasonable and documented or invoiced out-of-pocket costs and expenses that the Administrative Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation o... | Label: Expenses |
c29981a7-7152-41a2-a90d-5cc04497479a | Clause:
All notices required or permitted under this Award Agreement shall be in writing and shall be delivered personally, by mailing by registered or certified mail, postage prepaid, or by electronic means as provided in Section 18 below to the other party. Notice by mail shall be deemed delivered at the time and on... | Label: Notices |
aabec022-eef1-4f6b-b360-f81fb1e84608 | Clause:
This Agreement will bind and inure to the benefit of the Company and the Participant and their respective beneficiaries, heirs, legatees, executors, administrators, estates, successors, assigns, legal representatives, guardians and caretakers. In no event may the Participant transfer or assign his or her rights... | Label: Successors |
d56f053d-0513-42ee-9447-c96d3b8a7bdb | Clause:
This Agreement and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York, without reference to principles of conflicts of laws other than Sections 5-1401 and 5-1402 of the New York General Obligations... | Label: Governing Laws |
d248ba71-7b26-4ff4-8b2f-d1d2eb4f915c | Clause:
All of the Awarded Shares shall immediately vest in full and all other restrictions placed on the Awarded Shares shall be removed (and no one-year holding requirement will apply) if both (1) a Change in Control occurs, and (2) at any time after the Change in Control and during the twenty-four (24) month period ... | Label: Change In Control |
55b56229-0cf2-4c5f-88dc-df45ae297065 | Clause:
Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Credit Agreement (as defined above).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Definitions |
ec836170-a99e-42b6-b33c-423cfe900206 | Clause:
Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which the Publishing Assets are located. Seller has the requisite power and authority to execute, deliver and perform this Agreement and... | Label: Organizations |
a6a7f6d1-838c-4779-8dfe-b35e88f98708 | Clause:
The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. ... | Label: Compliance With Laws |
67a0196f-10d7-44bc-bc2a-17dea4bd171e | Clause:
The Employer shall continue to employ the Executive, and the Executive shall continue to serve the Employer, as the Executive Vice President and Chief Operating Officer of the Bank upon the terms and conditions set forth herein. The Executive shall have such authority and responsibilities consistent with his po... | Label: Employment |
c7bef73a-0ac7-4620-9616-1025c11dc3fc | Clause:
Unless otherwise noted herein, terms defined in the Indenture and used herein shall have the meanings given to them in the Indenture or the Servicing Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Defined Terms |
d96e50d4-14bb-4feb-87c7-64e2b74704ca | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of总股数[22,225] of Shares. Upon receiving the Purchaser’s Subscription Amount on the Closing Date and the delivery by the Purchaser of the other ... | Label: Closings |
b04499e8-81c8-4b45-b5fb-09fdaab1fef8 | Clause:
Each of Holdings, the Borrower and each of its Restricted 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 that are due and payable (including in its capacity as a withholding ... | Label: Taxes |
756ef146-7e97-4021-8b53-388d64ef448e | Clause:
This Amendment shall become retroactively effective as of October 1, 2017 (the “ Effective Date ”) after each of the following has occurred: (a) this Amendment shall have been executed and delivered by a duly authorized officer of each party hereto, (b) the Fifth Amendment and Joinder Agreement to Originator Pu... | Label: Effective Dates |
9f46a817-c68f-4181-8787-6ca72f7d6138 | Clause:
THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES TH... | Label: Waiver Of Jury Trials |
c54bd62d-3441-4e78-9d17-d730801ec92a | Clause:
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.6 hereof. The Administrative Agent or its designee shall have completed a satisfactory review of s... | Label: Insurances |
d55e028d-336f-4c70-9dab-d7b74f776062 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Lenders and the Agent, and their respective successors and assigns, except that the Borrowers may not assign or transfer their rights hereunder without the prior written consent of all of the Lenders.
Task: Classify this clause... | Label: Binding Effects |
ffcf05a8-bdcd-49b1-aa97-1af66349d244 | Clause:
Except as would not impair in any material respect the ability of such Seller to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement, and for the sale and delivery of the Repurchase Shares to be sold b... | Label: Authority |
642d6e7f-3142-4a82-8256-4646482e293f | Clause:
The guaranty set forth in this Article XI is a continuing guaranty and shall (i) remain in full force and effect until the later of (A) the indefeasible payment in full in cash of all Obligations payable under this Agreement and (B) the Final Termination Date, (ii) be binding upon the Parent Borrower, its succe... | Label: Assignments |
ce0cf9f2-6769-4ed5-8822-5ec9037cb3fe | Clause:
If the Executive commits a material breach of any of the provisions of the Proprietary Matters Agreement referred to in Section 5.1, the Executive shall forfeit all rights to receive any amounts of any nature whatsoever from the Company under this Agreement or otherwise, and the Company will be entitled to the ... | Label: Enforcements |
f1a03ce0-77ca-44d5-92c9-dd946be5bc07 | Clause:
Within 30 days following the occurrence of the Participant’s Termination, TopCo will pay the Participant the Bonus Payment Value, if any, calculated as of the date of such Termination; provided that to the extent that any Subject Interests issued pursuant to a Class B Appreciation Award Agreement (the “ Appreci... | Label: Terminations |
2d299f8a-35f2-409f-8b6b-40ed1b2eed03 | Clause:
For purposes of this Employment Agreement, a “Change in Control” shall be deemed to have occurred if (i) there shall be consummated (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Common Stock would b... | Label: Change In Control |
7c111342-41c2-40ed-97b8-3553e3396a69 | Clause:
Any payment of cash or any issuance or transfer of shares of Stock or other property to Employee or to Employee’s legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Corpo... | Label: Releases |
66fa018a-e424-4217-ad67-1d79517178b0 | Clause:
The Company agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Third Amendment, including without limitation the reasonable and documented fees and expenses of the Administrative Agent’s lega... | Label: Expenses |
4a5362ac-ddcd-47a1-a039-3e9d6167fb2e | Clause:
The parties agree that this Agreement shall be construed solely in accordance with the laws of the State of Delaware, notwithstanding its choice or conflict of law principles, and any proceedings arising among the parties in any matter pertaining or related to this Agreement shall, to the extent permitted by la... | Label: Governing Laws |
c74bbcda-60be-48cc-8893-a0577bd9da0b | Clause:
This Amendment will be governed by, and construed and enforced in accordance with, the Laws of the State of Florida, without giving effect to any choice of Law or conflict of Law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Florida.
Task: Classify t... | Label: Governing Laws |
e08982f1-cfd6-426a-9e39-7604e4e94bdd | Clause:
No Default or Event of Default has occurred and is continuing under the Facility Documents.
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: No Defaults |
a1aa00d3-db60-40c6-ae8a-37b7bfc99dcf | Clause:
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any person or circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance. If feasible, the offending provisi... | Label: Severability |
1e5bf8d6-5c81-4145-a098-4e6025db376e | Clause:
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, in accordance with the provisions of Section 11 hereunder, will pay the following expenses all incident to the performance of its obligations hereunder, including, but not limited to, expenses re... | Label: Expenses |
b0f7a805-4644-4300-9274-f070e2e34c30 | Clause:
At the Closing, the Company shall use the proceeds of the issuance of the Preferred Stock to repay the Existing Credit Facility and pay the fees and expenses incurred in connection with the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Use Of Proceeds |
ac69f662-0d3c-4bad-8f16-523204128f21 | Clause:
The execution and delivery of this Agreement by such Covenantor does not, and the performance of this Agreement by such Covenantor will not conflict with, breach, result in any violation of or default (with or without notice or lapse of time, or both) under, create any Lien under, or give rise to a right of ter... | Label: No Conflicts |
2546ae39-c035-4aae-94ee-62c08bfc5e55 | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys... | Label: Expenses |
00d0cac2-1ba6-440a-b488-99159ee5cb04 | Clause:
The parties hereto shall not assign this Agreement or their interest in the PSA or the OTA, in whole or in part, without the prior written consent of the other party, except to an affiliate of that party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Assignments |
7d45a43c-c61b-4a67-b636-dbf44a92aa7a | Clause:
Each of the Group Companies is classified as a disregarded entity pursuant to section 301.7701-3 of the Treasury regulations. None of the Group Companies has made an election pursuant to section 301.7701-3 of the Treasury regulations to be classified as an association. To Seller’s Knowledge: (i) all tax returns... | Label: Taxes |
f682efb3-2bee-4ba6-a3f9-2a08db74017e | Clause:
Each of the Company and the Company Subsidiaries has complied in all material respects with, and is not in violation in any material respect of, any and all Legal Requirements. Within the past three (3) years, neither the Company nor any Company Subsidiary has received any written notices of suspected, potenti... | Label: General |
1cc56225-cb0c-4baa-aab2-4d528de39c06 | Clause:
The parties hereto agree that the Company would be irreparably damaged if for any reason any Equityholder fails to perform any of its obligations under this Agreement and that the Company may not have an adequate remedy at law for money damages in such event. Accordingly, the Company shall be entitled to specif... | Label: Specific Performance |
6a9fc334-0dc5-47db-b96e-7a150561f05a | Clause:
As between the Secured Parties, the Collateral Agent, acting at the direction of the Applicable Authorized Representative, shall have the exclusive right, subject to the rights of the Grantors under the First Lien Secured Documents, to settle and adjust claims in respect of Shared Collateral under policies of i... | Label: Insurances |
14031591-74ef-4416-914c-e6b28b326b82 | Clause:
Grom has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agent's commissions or any similar charges in connection with this Agreement or the Transaction contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Brokers |
be9d90fb-ba8f-4d43-85c6-7657d6357ec5 | Clause:
Except to the extent that the Plan may be subject to the provisions of ERISA, the Plan will be construed and enforced according to the laws of the State of New York, without giving effect to the conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Governing Laws |
37100a34-ef81-4767-aab0-c3f7a8cc0540 | Clause:
This Agreement, as amended, constitutes the entire agreement between the parties with respect to the subject matter herein and specifically supersedes any existing severance benefits under any plans, program, policy or agreements to which the Executive may be entitled, as well as any change in control, stay bon... | Label: Entire Agreements |
58e99fe9-0b0b-46b6-8630-81dc7588053b | Clause:
This Agreement may be executed in two or more identical counterparts, and it shall not be necessary that any one of the counterparts be executed by all of the parties hereto. Each fully or partially executed counterpart shall be deemed an original, but all of such counterparts taken together shall constitute on... | Label: Counterparts |
a46065a0-076d-40ed-8d61-1d85dcb07d40 | Clause:
The Plan shall take effect on June 7, 2017 subject to approval by the shareholders of the Company as required by Section 423 of the Code, which approval must occur within twelve months of the adoption of the Plan by the Board.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Effective Dates |
5b89cb08-62c6-47c1-bca7-be6c00c12572 | Clause:
All funds paid by the Investors to the Company in connection with the transactions contemplated hereunder, without any deductions for fees or expenses, shall be used by the Company as set forth in the Rights Offering Term Sheet.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Use Of Proceeds |
b403d38e-fc00-4d3c-aae8-9f44f3e7fea9 | Clause:
The representations, warranties, covenants and agreements made herein shall survive any investigation made by any Purchaser and the Closings of the transactions contemplated hereby indefinitely.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Survival |
dc9b3e15-efec-4c41-89b9-5c01f2489c97 | Clause:
Subject to the provisions of this Agreement, the Company hereby employs as of the Effective Date the Executive and the Executive accepts such employment upon the terms and conditions hereinafter set forth. Executive agrees that the Prior Agreement is terminated and no longer in force and effect as of the Effect... | Label: Employment |
37e2db7d-3475-4dc8-a665-28cab20716ef | Clause:
Agent shall not in any way be responsible for the performance or discharge of, and Agent does not hereby undertake to perform or discharge of, any obligation, duty, responsibility, or liability of Pledgors in connection with the Pledged Collateral or otherwise. Pledgors hereby agree to indemnify Agent and hold ... | Label: Indemnifications |
3f143bb6-d573-4312-a28f-d0b94fb08337 | Clause:
The obligations of Borrowers under Sections 2.2, Article III, 4.18(d), and 16.5 and the obligations of Lenders under Section 14.7, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Survival |
307ac922-162f-4f39-bb24-5156ba5060cb | Clause:
Section headings used in this Third Amendment are for convenience of reference only, are not part of this Third Amendment, and are not to be taken into consideration in interpreting this Third Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Headings |
e3396cb6-e5f3-4404-b5fe-936588e096ad | Clause:
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any purported assignment without such consent shall be void. Subjec... | Label: Assignments |
1281de59-0feb-4bb5-9ac5-15d88b9d3bc5 | Clause:
The Associate acknowledges and agrees that the Associate is responsible for paying all taxes and related penalties, and interest on the Associate’s income. Walmart will withhold taxes, including from amounts or benefits payable under this Agreement, and report them to tax authorities, as it determines it is req... | Label: Taxes |
dcb6f3f9-8fe7-4bab-8e8a-84261d920e32 | Clause:
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this... | Label: Representations |
215eabb0-81ed-4db3-ba63-60da815f3770 | Clause:
Notwithstanding any terms or conditions in this Agreement to the contrary, any Person may disclose to any and all Persons, without limitation of any kind, the tax treatment and structure of the Transaction and all materials of any kind (including, without limitation, opinions or other tax analyses) that are pro... | Label: Disclosures |
fdb93f7e-bb49-465c-9a3c-fd454d9e811e | Clause:
The authorized equity securities of each of the Credit Parties as of the Closing Date are as set forth on Schedule 3.4 to the Disclosure Letter. All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid and nonassessable. All issued and outst... | Label: Capitalization |
c673cd7a-9bed-48f3-83db-3a870f3b56ec | Clause:
Capital One and You hereby consent and submit to the personal jurisdiction and venue of any state or federal court located in Delaware or Virginia for resolution of any and all claims, causes of action or disputes arising out of or related to this Agreement.
Task: Classify this clause into ONE of these types (... | Label: Venues |
f39cbe85-8310-4aa1-ae32-657c9b7cdda5 | Clause:
If you cease to be an Employee as a result of your death prior to the Scheduled Vesting Date, then the Performance Period will be truncated and will end as of the end of the Company’s most recently completed fiscal year prior to the date of your death. You will be entitled to have vest as of the date of your de... | Label: Death |
19966da0-8ff1-4b46-b914-89bb5c0c9fa5 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and payment of up to $700,000 of Diagnostics debt, and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s other debt, (b) for the redemption of any Common Stock or Com... | Label: Use Of Proceeds |
83f32614-8152-44b7-af28-d9f10a7b5405 | Clause:
To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments, and other governmental charges have been paid in full, except those which are presently being, or are going to be, contested by Borrower in good fait... | Label: Taxes |
815c0865-dbb1-4e9b-9922-a9d7d0e3a8f4 | Clause:
If any part of this Option Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any part of this Option Agreement not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, ... | Label: Severability |
e6088327-7c99-47cc-b221-45e0addf27b3 | Clause:
This Agreement, and the other documents referred to herein or therein or delivered pursuant hereto or thereto which form part hereof constitute the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.
Task: C... | Label: Entire Agreements |
cc9f7e06-93e6-4683-8650-3ccd02d8b509 | Clause:
Each of the Borrower and its Subsidiaries has title in fee simple to, or a valid leasehold interest in, all its material real property, and good title to, or a valid leasehold interest in, all its other material property, and none of such property is subject to any Lien except as permitted by Section 7.3.
Task... | Label: Liens |
6121e1f2-b830-4725-9ecb-cdb663d3a4ff | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser agrees to purchase, the Shares identified on such Purchaser’s signature page hereto. At the Closing, each Purchaser shall deliver to the Company, via wire transfer, immediately avai... | Label: Closings |
70c6b927-1f6a-4f9a-b886-dad324c55ccc | Clause:
Each of the representations and warranties (together with any related disclosure schedules thereto) made by the Company to the Purchasers in those certain Purchase Agreements dated as of January 3, 2017, between the Company and each Purchaser, is hereby incorporated herein by reference (as though fully restated... | Label: Representations |
9b971a12-4dfc-40e8-9d22-3d4cc08e632c | Clause:
Except as otherwise provided in subsection 2.1., your Performance Share Award will vest only if you are employed with Chevron at the end of the Performance Period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Vesting |
d3dbb6f4-d8ba-438b-abcb-19061603162d | Clause:
All notices, requests, consent and demands hereunder shall be made in writing in the manner described in the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Notices |
3c66ef28-4112-426a-ae66-2fb4bed26294 | Clause:
Any modification or rescission of this Agreement shall be ineffective unless in writing and signed by both parties hereto. Notice of acceptance of this Agreement by Lender is hereby waived by Debtor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Modifications |
04a2c885-6796-4103-bc39-fc52de39850f | Clause:
This Agreement may be executed in two or more counterparts, all of which together shall be deemed one original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Counterparts |
12293ea5-6836-4d6f-acca-d01a88edca5f | Clause:
Both Seller and Buyer agree to execute and deliver, from time to time, such other and additional instruments, notices, transfer orders and other documents, and to do all such other and further acts and things as may be necessary to more fully and effectively transfer and assign the Lion Oil Inventory to Buyer.
... | Label: Further Assurances |
9aacd0f1-dd9d-4452-8555-12215487a97e | Clause:
Any ambiguity in this BAA shall be resolved to permit compliance by the parties with HIPAA and HITECH.
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, Aut... | Label: Interpretations |
0e1fabaf-8fb1-415f-af16-98d13945aacd | Clause:
If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the illegal, i... | Label: Severability |
dc90acb5-f2be-45ba-9508-5f4655c61393 | Clause:
The Employee agrees to cooperate with the Company, during the Covered Employment Term and thereafter (including following the Employee’s termination of employment for any reason), by making himself reasonably available to testify on behalf of the Company or any of its subsidiaries or affiliates in any action, ... | Label: Further Assurances |
88a217ea-ca76-4831-9ab2-028055b06cbf | Clause:
If any part of this Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of this Plan. Any section or part of a section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will ... | Label: Severability |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.