id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
4c643d04-a61d-4bc9-b642-2ea1bf0f07f2 | Clause:
If, without having fully exercised the Option, you have a Termination of Service due to your death, then any Shares Granted under the Option that are not yet vested at that time shall be fully vested and (a) the Option may be exercised by the executor or administrator of your estate or by such person or persons... | Label: Death |
668f6b50-d4f8-4b7b-9c2e-23eb8dc86602 | Clause:
This Agreement shall be binding upon the parties hereto and their successors and permitted assignees. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, nor may the Executive pledge, encumber or anticipate any payments or benefits due hereunder, by operat... | Label: Assignments |
738259bc-eedf-46a1-8091-9022b88ff119 | Clause:
This Agreement, and the security interest and collateral assignment of the Company’s rights in the Collateral, shall automatically terminate and become null and void, without further action by or notice to any party, upon the payment in full of all principal and accrued interest under the Notes or the conversio... | Label: Terminations |
3142c638-1eb6-4051-8b19-5564878ca715 | Clause:
Except as otherwise expressly provided for herein, this Agreement may not be amended, altered or modified except by a written instrument signed by each of the Partners.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Amendments |
0e46b315-da27-450b-9595-13da5ff4c1e7 | Clause:
Debtor agrees to reimburse Lender for any and all Lender Expenses, and hereby authorizes and approves all advances and payments by Lender for items constituting Lender Expenses.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Expenses |
de2924e5-ed98-4a7d-a17a-f6b5624d9517 | Clause:
This Separation Agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Counterparts |
657a43b2-0e50-4724-9a28-f6eeb0dc40d2 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxed or emailed portable document format (PDF... | Label: Counterparts |
99059f0c-7ad6-4e9f-ab38-5dfeb4860d4f | Clause:
The parties agree that this Agreement may not be altered, amended or modified, in any respect, except by a writing duly executed by both Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Amendments |
fc69a7b3-fbdd-45f7-9eac-2d27615611b4 | Clause:
Each and Investor shall bear own and legal fees incurred behalf with respect Agreement and transactions hereby.
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: Expenses |
e800b5eb-cc14-4b5d-a349-a605069b3401 | Clause:
The obligations of the parties under Section 10.3 shall survive the repayment of the Secured Obligations and the termination of the Note Purchase Agreement, the Commitments, the Hedging Obligations and the Bank Product Obligations and, as applicable, removal or resignation of the Collateral Agent under the Note... | Label: Survival |
3ea6193e-4803-4c87-bb6c-9c71254cd198 | Clause:
Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors, permitted assigns, heirs, executors, and administrators of the parties (whether by merger, consolidation, acquisition of all or substantially all of the assets of t... | Label: Binding Effects |
24626d62-c666-4980-bd66-027e3f035436 | Clause:
This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, o... | Label: Entire Agreements |
c4940d8a-3fe3-4472-a376-b558c5ab73c4 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. No Person has any right of first refusal, preemptive right, right of partici... | Label: Capitalization |
45c24f3a-be3f-4e39-8d19-02e3ebfc73e6 | Clause:
Borrower shall give prompt notice to Agent of any litigation (other than ordinary course “slip and fall” litigation that is covered by insurance) or governmental proceedings pending or threatened in writing against the Property, Borrower, or any SPE Party or any Guarantor that could reasonably be expected to ha... | Label: Litigations |
3f071d53-3e4a-444f-97c6-276a6d85e77f | Clause:
This Agreement may be terminated and the transactions contemplated hereby abandoned (a) by mutual agreement of the Company and the Investor or (b) by either the Company or the Investor if the conditions to such party’s obligations set forth herein have not been satisfied (unless waived by the party entitled to ... | Label: Terminations |
5e6b5c2d-a5f7-4638-8e18-e8b1e9782d54 | Clause:
THIS AGREEMENT AND ANY CLAIMS, CO N TROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED U P ON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK ; provided , however , that (a) the interpretati... | Label: Applicable Laws |
e8423bb2-1c7d-4706-9787-692bca96381d | Clause:
THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK AND WITHOUT REFERENCE TO ANY CONFLICT OF LAW RULES THAT MIGHT LEAD TO THE APPLICATION OF THE LAWS OF ANY OTHER JUR... | Label: Governing Laws |
15154135-51cb-42b0-887b-b9cee5c6aa77 | 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 charged to the applicable Lender or prospective Lender in the amount of $3,500 as well as any documentation or information required pursuant to Sectio... | Label: Assignments |
0690b658-7ffc-4a3a-b8a5-836f717aabbd | Clause:
Subject to the terms and conditions of this Agreement, and except as set forth in the Commercialization Plan or otherwise agreed in writing between the parties, DIALOG will market and Sell the Licensed Products as authorized under this Agreement. DIALOG will independently manage and process its own forecasting,... | Label: Sales |
01ad20f1-2748-407e-9aa5-49a23a27ef7f | Clause:
Subject to any limitations and requirements under Applicable Law, each individual who is or will have been a member of the Board, or a Committee appointed by the Board, or an officer or Employee of the Company to whom authority was delegated in accordance with Section 3.3 of this Plan, will be indemnified and h... | Label: Indemnifications |
50914051-7d07-4a25-9572-b54513e8ac42 | Clause:
The Corporation will provide indemnification no less favorable than that set forth in the Corporation’s amended and restated bylaws as in effect on the Effective Date. The Corporation agrees to use its best efforts to maintain a directors’ and officers’ liability insurance policy covering Executive to the exten... | Label: Indemnifications |
a76e1d17-2fd1-441c-86d9-5148da86bd46 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Depositor and its respective successors and assigns. Any assignee of the Depositor shall be an express third party beneficiary of this Agreement, entitled to directly enforce this Agreement. The Seller may not assign any of its rights and obl... | Label: Binding Effects |
8fa60a6e-dc02-4356-a1ca-c4067a929c60 | Clause:
The Director agrees, as a condition of the grant of the Stock Units, to repatriate all payments attributable to the Stock Units and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Stock acquired pursuant to the Stock ... | Label: Compliance With Laws |
b482263e-5a80-4efc-b25c-25dae2d81046 | Clause:
The interpretation, construction and performance of this letter agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this letter agreeme... | Label: Governing Laws |
3debf59d-c192-4ff1-8bb7-92fb116f4386 | Clause:
The Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement and the Registration Rights Agreement (together, the “ Transaction Agreements ”), and to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby,... | Label: Authority |
36d165e2-a14d-431e-bfde-6c03bb5f6026 | Clause:
The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms an... | Label: Transactions With Affiliates |
19546c27-147f-4b16-abf5-539e9cb8bb67 | Clause:
Seller has delivered to Purchaser a balance sheet of Seller as at January 31, 2017, that include the Assets (the “ Balance Sheet ”), and the related statements of income and cash flow for the period ended January 31, 2017, compiled by Seller. Such financial statements and notes fairly present the financial cond... | Label: Financial Statements |
3901e4bd-dc2b-43b0-80bf-e79b2bd36509 | Clause:
The effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the conditions precedent set forth in Section 4 of the Third Amendment and Restatement Agreement.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Effectiveness |
9dcef009-b6ed-4d1e-a489-20dde0d1a3e9 | Clause:
The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder or ... | Label: Successors |
f244b25d-1691-4463-ba14-5ac8d22146f6 | Clause:
The term of this Lease (including as it may be extended pursuant to the terms hereof, the “Term”) shall commence on the date hereof and, unless terminated in accordance with the provisions hereof, shall remain in full force and effect for an initial term ending on June 30, 2017 and thereafter shall automaticall... | Label: Terms |
7baf4bac-8605-4e2f-bba9-b05d72243afc | Clause:
Except as provided otherwise in this Agreement and the Plan (including but not limited to Section 14.2 of the Plan which provides for accelerated vesting upon certain ter minations in connection with a Change of Control), the Restricted Stock and Additional Shares shall vest as set forth on the Vesting Schedule... | Label: Vesting |
b05ba556-e248-44fc-9786-b49aab3eb80f | Clause:
The Parties shall from time to time do and perform such further acts and execute and deliver such further instruments, conveyances, and documents as may be required or reasonably requested by the other Party to establish, maintain, or protect the respective rights and remedies of the Parties and to carry out an... | Label: Further Assurances |
b5b58c0b-acc9-43b7-9175-015170274347 | Clause:
The Seller shall execute and deliver to the Company, or shall cause to be executed and delivered to the Company, such additional instruments or documents, and shall take or cause to be taken such other action, as the Company may reasonably request from time to time after the Closing for the purpose of giving ef... | Label: Further Assurances |
df3857f1-c251-49fc-b0f1-d9155c752341 | Clause:
Executive shall have supervision, control over, and responsibility for the day-to-day business and affairs of the Company and shall have such other powers and duties as may from time to time be prescribed by the CEO, provided that such supervision, control over, responsibility, and duties are consistent with Ex... | Label: Duties |
660cf2c3-43bd-4832-bd50-a0817adc1c1d | Clause:
If the Executive incurs a Disability, the Company may give the Executive written notice of its intention to terminate the Executive’s employment. In that event, the Executive’s employment with the Company shall terminate, effective on the later of the thirtieth (30 th ) day after receipt of such notice by the ... | Label: Disability |
74b5292e-6942-450a-9406-80b3ac080980 | Clause:
Executive will be entitled to vacation and paid time off (“ PTO ”) each year on the most favorable basis afforded to any employee pursuant to the Company’s policies as in effect from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Vacations |
33a166e8-b736-4c1f-9e2f-1766347c50fe | Clause:
Each of the Parties agrees that it shall not issue or permit the issuance of a press release regarding this Agreement prior to the filing of the Chapter 11 Plan (or motion for entry of the Sale Order) without the prior written consent of the other Party, which consent may be withheld in the other Party’s sole a... | Label: Publicity |
0510b894-193f-440d-b335-24c3576fa299 | Clause:
The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and Newpark. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Newpark, to appoint a successor, which shall be a bank with an office in the United... | Label: Notices |
e765ca3e-4b7f-4c29-b284-0addea12ece1 | Clause:
This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a counterpart of t... | Label: Counterparts |
8cf94aa7-6055-4a9d-9159-cec84fb8865b | Clause:
From the date of this Agreement until the Closing or termination of this Agreement, Seller and Purchaser shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated in th... | Label: Further Assurances |
2bc68098-360e-499d-8763-6b9ad95faf56 | Clause:
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a... | Label: No Conflicts |
1270d09b-88f9-4271-873a-7d322e5d91ab | Clause:
This Agreement and the legal relations between the parties shall be subject to and governed by the internal laws (and not the law of conflicts) of the State of Michigan, with venue and jurisdiction limited to the Circuit Court for Kent County, Michigan.
Task: Classify this clause into ONE of these types (exact... | Label: Governing Laws |
d9386671-ecfd-4a4c-a54f-99fbdca4a663 | Clause:
The Company shall file a Current Report on Form 8-K (if required by the Exchange Act), including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such 8-K, the Company represents to the Purchasers that it shall have p... | Label: Publicity |
29637b5c-450b-4d21-8c96-7c7f4003bfc7 | Clause:
To the knowledge of the Borrower, the Borrower and each of its Subsidiaries owns, or is licensed to use, all Intellectual Property necessary and material for the conduct of its business as currently conducted. To the knowledge of the Borrower, except as indicated on Schedule 3.9, no material claim has been ass... | Label: Intellectual Property |
48acbec3-9127-4fc8-97b4-78019b933ce9 | Clause:
On the date of the Change in Control in a case under Section 12(b)(ii) of 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 S... | Label: Change In Control |
4ffa96fd-ace9-46e1-9dd7-ab2c4e7748a9 | Clause:
The paragraph headings and captions contained in this Mortgage are included for convenience only and shall not be construed or considered a part of this Mortgage or affect in any manner the construction or interpretation of this Mortgage. Whenever used in this Mortgage, the singular will include the plural, the... | Label: Construction |
5ac79064-4b3b-4b8a-985e-923da346a248 | Clause:
Each Party shall be responsible for its own taxes, duties, levies, imposts, assessments, deductions, fees, withholdings or similar charges imposed on or measured by net income or overall gross income (including branch profits), gross receipts, capital, ability or right to do business, property, and franchise or... | Label: Taxes |
e7f1e5a4-ab39-4f85-af08-90a5b664b9ee | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS ... | Label: Governing Laws |
90bb4272-8a09-4976-a02a-625f72b8a13a | Clause:
The Parties acknowledge that this Settlement Agreement shall be deemed made and entered into in the State of New York and shall be governed by and in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof that would result in the application of the law of ano... | Label: Governing Laws |
d88b6874-afbe-417d-baf9-577b5c574ab5 | Clause:
This Agreement (and any Dispute arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and constr... | Label: Governing Laws |
2b26797f-bbf7-4047-81d5-5fc78c82d7b3 | Clause:
Each Guarantor hereby agrees to be bound by the provisions of Section 5.9 [Taxes] of the Credit Agreement and shall make all payments free and clear of Taxes as provided therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Taxes |
9abd8ca2-65b9-4f95-abd7-1452db040570 | Clause:
All computations of interest based on clause (a) of the definition of Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be. All computations of interest based on the Eurodollar Rate, the Federal Funds Rate or clause (c) of the definition of Base Rate and of Facility... | Label: Fees |
3c34c11d-fedd-4afb-bfe1-3c2b9f3efad1 | Clause:
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE ... | Label: Consent To Jurisdiction |
9ce97ffb-6eb0-4cf0-aa50-08206bfbf720 | Clause:
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the General Counsel of the Company at the Company's principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee a... | Label: Notices |
3e689aef-eda1-45b8-a8e1-05cc833e7b0d | Clause:
If the manufacture, sale, or use of a Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by DS (or its Affiliates or Sublicensees), DS will promptly notify Kite thereof in writing. Subject to the... | Label: Notices |
0bffed92-de78-4ae5-a99a-650a14825ff4 | Clause:
OF JURY TRIAL . IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
Task... | Label: Waivers |
cdf1f55f-3239-4317-90f0-6261a9783060 | Clause:
All representations, warranties, covenants, agreements, undertakings, waivers and releases of the Holder contained herein shall be deemed to have been relied upon by the Company and shall survive the expiration or termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Survival |
3068cd72-93cb-43b5-9d9c-3fa4dda4c540 | Clause:
The Company shall pay $25,000 in cash to Investor (the “Cash Payment”) on or before August 1, 2017.
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, Author... | Label: Payments |
e0b02b01-5c88-4f66-b23a-c1716e36de4d | Clause:
The Company has, or has 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 Public Reports as necessary or required for use i... | Label: Intellectual Property |
0457b814-8d08-44d6-be18-db7ff9458e52 | Clause:
Consultant may not assign or subcontract this Consulting Agreement without the prior written consent of the Company. Any assignment or subcontract by Consultant in violation of this provision shall be null and void. The Company may assign this Consulting Agreement to one or more of its affiliates or to any succ... | Label: Assignments |
8d498717-5836-4bfa-af1f-b7c949d62216 | Clause:
Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be given to Borrower or Lender shall be given at such address as has been previously provided to the other Party.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Notices |
3c1ce379-d144-4bf8-b495-ae2c1ecd368e | Clause:
The parties hereto agree that any Proceeding (other than applications for temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of aa resolution under this Section 6.11 ) shall be resolved through final and binding arbitration in accor... | Label: Arbitration |
88b3d63f-07c6-4e6b-89a0-3788b77a656e | Clause:
Buyer and Seller shall (and shall cause their respective Affiliates, including the Acquired Entities, to) (a) assist in the preparation and timely filing of any Tax Return regarding any Retained Tax; (b) assist in any audit or other Proceeding with respect to a Retained Tax; (c) make available any information, ... | Label: Cooperation |
5e2dba92-d65a-47bf-b119-690ab4e39fbe | Clause:
The confidentiality obligations set forth in the provisions of Section 6.1 of the TSA shall apply to each of the parties hereto as if such provisions were part of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Confidentiality |
df344f19-1af3-4628-9879-0dea19d5c8ad | Clause:
The provisions of this Agreement are severable and if any one or more provision is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless will be binding and enforceab... | Label: Severability |
4f18d9af-b8ac-4c8a-9b6c-bfb4f0325051 | Clause:
The Company Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with those of previous periods and in accordance with applicable Laws except (i) as otherwise stated in the notes to such statements or, in the case of the Company Annual Financial Statements, in the audito... | Label: Financial Statements |
80c932fe-2e44-4bb4-92aa-aa6e57187f42 | Clause:
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of, and payment for, the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s Common Stock shall have been suspended by the Com... | Label: Terminations |
a1080978-56d9-4081-b5e8-1856aab49e41 | Clause:
(i) The authorization, execution, attestation and delivery of this Note by the Borrower, (ii) the adoption of the Borrower Note Resolution, (iii) the sale of this Note to the Trust, (iv) the observation and performance by the Borrower of its duties, covenants, obligations and agreements hereunder, including, wi... | Label: Agreements |
0aac2b4f-67b4-47ca-8305-859085d4c56b | Clause:
(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable With... | Label: Taxes |
73fe38f8-1e82-4493-957e-8178e553425d | Clause:
Use the proceeds of the Swingline Loans and request issuance of Letters of Credit solely for general corporate purposes (including to finance the Transactions, for capital expenditures, Permitted Acquisitions, the repayment or refinancing of Indebtedness and the making of Investments and Restricted Payments, in... | Label: Use Of Proceeds |
41b71af3-40ea-47f5-beb5-74c0e83cb83b | Clause:
By accepting the Restricted Stock Units, the Participant acknowledges and agrees to comply with applicable Brazilian laws to pay any and all applicable taxes associated with the vesting of the Restricted Stock Units, the receipt of any dividends or dividend equivalents, and the sale of Shares acquired under the... | Label: Compliance With Laws |
17d67d53-9601-422c-b0d3-4016970053d6 | Clause:
The Plan and all Awards granted hereunder will be governed by and construed in accordance with the laws and judicial decisions of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Governing Laws |
68e253ab-d1c8-402f-af75-3d264ceebd66 | Clause:
The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Headings |
b5465a8d-6cf7-4cff-a15f-497b66cca928 | Clause:
The provisions of this Award Agreement shall be binding upon the parties hereto, their successors and assigns, including, without limitation, the Company, its successors or assigns, the estate of the Grantee and the executors, administrators or trustees of such estate and any receiver, trustee in bankruptcy or ... | Label: Binding Effects |
546c0f4e-5c78-4956-a052-93d2659e93dd | Clause:
This Agreement and the other Loan Documents represent the entire agreement of the Granting Parties, the U.S. ABL Collateral Agent, the Administrative Agent and the other Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Grant... | Label: Integration |
0f8e815a-da06-4a47-9e96-9dde4d8ffee8 | Clause:
The headings in this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. The recitals hereto are incorporated herein and made a part hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Headings |
dcdbee17-b0fd-4b8e-9172-0c221aa3aa38 | Clause:
If any Company (other than a Dormant Subsidiary) shall (a) except as permitted pursuant to Section 5.12 hereof, discontinue business; (b) generally not pay its debts as such debts become due; (c) make a general assignment for the benefit of creditors; (d) apply for or consent to the appointment of an interim re... | Label: Solvency |
ed982815-8ed1-4944-a765-73b9ac481792 | Clause:
Borrower, each ERISA Affiliate and each Plan is in compliance with all applicable provisions and requirements of ERISA and the Code and the regulations and published interpretations thereunder, except for failures to so comply which could not reasonably be expected to result in a Material Adverse Effect. No ERI... | Label: Erisa |
948451e2-6f64-494f-a6d0-316a9b266bfd | Clause:
No failure on the part of the Administrative Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or priv... | Label: Waivers |
fe76b0a1-1430-46ae-8613-e40ddb2dfc28 | Clause:
The provisions in the Plan regarding Termination shall not apply to the Options. The Options shall remain outstanding and exercisable until the Expiration Date (unless exercised sooner or repurchased pursuant to Section 8 below).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Terminations |
4eb32845-96c9-457d-9787-adbc8c0b16be | Clause:
The execution, delivery and performance by the Company of the Transaction Documents to which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Su... | Label: No Conflicts |
e7b98c29-5478-4e14-9e29-6af126041f36 | Clause:
During the term of this Agreement, each Party shall obtain and maintain commercial general liability insurance with a reputable, solvent insurer in an amount appropriate for its business and products of the type that are the subject of this Agreement, and for its obligations under this Agreement and shall obtai... | Label: Insurances |
4c593c74-515b-45ad-ac29-772b61222b00 | Clause:
This Guaranty shall remain in full force and effect with respect to each Guarantor until the earlier of (a) with respect to SXL, the execution and delivery to the Administrative Agent of one or more assignments, assumptions, agreements or other documentation (each in form and substance reasonably acceptable to ... | Label: Terminations |
d01c366a-80e5-4cad-8440-87da08618121 | Clause:
If Company becomes involved in any proceeding and/or litigation regarding the services, Contractor will cooperate fully with Company and will provide any documents or information in Contractor’s possession or under Contractor’s control relating to the proceeding and/or litigation, at Company’s sole cost and exp... | Label: Litigations |
067e4f5f-c37c-40af-a7d3-dcaf639adbe9 | Clause:
Notwithstanding any right of any party hereto to investigate the affairs of any of the parties hereto and notwithstanding any knowledge of facts determined or determinable by any party hereto pursuant to such investigation or right of investigation or otherwise acquired or learned by any of the parties hereto, ... | Label: Warranties |
08b17afc-bbbb-4eb8-9860-d1b83126727f | Clause:
(a) Any notice to Borrower under this Note shall be as provided in the Loan Agreement. (b) This Note shall bind the successors and assigns of Borrower and all endorsers hereto and shall inure to the benefit of Lender, and Lender's successors and assigns.
Task: Classify this clause into ONE of these types (exac... | Label: Miscellaneous |
4c4fe7ee-df81-4843-9457-2b6ece79cdec | Clause:
This Agreement and any claim, controversy or dispute arising under or related to this Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be construed and enforced under and in accordance with the laws of the State of New Jersey, wi... | Label: Governing Laws |
6678a95b-4189-458b-be78-ec2afaacb4e5 | Clause:
Maker shall use the proceeds from this Note hereunder for general working capital purposes.
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: Use Of Proceeds |
d18133ba-fad9-4c78-8cab-2c0a08d01438 | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of New York and applicable federal laws of the United States of America.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Governing Laws |
ff5ed113-dd91-46bd-9dd6-7a803d97ad51 | Clause:
In the event either party requires the services of an attorney in connection with enforcing the terms of this Lease, or in the event suit is brought for the recovery of Base Rent, Additional Rent or any other sums payable under this Lease or for the breach of any covenant or condition of this Lease, or for the ... | Label: Expenses |
15b53706-e8a6-499d-93aa-7a422d69719f | Clause:
Such Purchaser has not, directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a t... | Label: Confidentiality |
d9a36e8d-f35c-4b58-aebe-61eaff4daed3 | Clause:
If a court determines that any part or provision of this Agreement is illegal or unenforceable, then the court must delete that provision and enforce the remaining provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Severability |
02d30148-23d3-4321-9237-7c7f0b239d11 | Clause:
Each party hereto agrees to furnish and execute such additional forms and documents, and to take such further action, as shall be reasonably and customarily required in connection with the performance of this Agreement or the payment of benefits hereunder.
Task: Classify this clause into ONE of these types (ex... | Label: Further Assurances |
0718bba2-8999-406a-96b9-84a7a96a0746 | Clause:
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered if delivered in accordance with Section 7.3 of the Purchase Agreement.
Task: Classify this clause into ONE of these types (exac... | Label: Notices |
a282859a-1dd5-49e7-9f76-c0f64b039bc7 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Shares in accordance with the provisions thereof will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under, the Compan... | Label: No Conflicts |
4d180188-1b93-4020-b80c-0c7fa7e92b77 | Clause:
Any of the Nominating Parties may elect to withdraw as a Party hereunder, on a day that is subsequent to the Company’s second annual meeting following the Closing Date (such effective date, the “ Withdrawal Date ”), by delivering written notice to the other Parties at least thirty (30) days prior to the Withdra... | Label: Terms |
95d3bcab-03f1-483c-b004-61a9bf9c5052 | Clause:
Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Amendment shall remain in ... | Label: Severability |
e41442c3-54a9-4327-8ecb-5a0e422b0e1e | Clause:
All covenants, agreements, representations and warranties made by the Borrower herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties ... | Label: Survival |
c20349ae-a350-414f-93d2-0990f505410b | Clause:
Except as otherwise indicated in the Amendment No. 7, capitalized terms used in this Amendment No. 7 have the same meanings as in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Definitions |
2968eee9-4b38-4df6-aa50-ed5ae6e28bf3 | Clause:
This Agreement shall not be assignable by either party without the written consent of the other party except that the Company may assign this Agreement to a subsidiary or affiliate of the Company. Any failure by the Company to assign this Agreement to an unaffiliated third party successor upon the Company’s sal... | Label: Assignments |
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