id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e2939047-a93f-4506-8577-c5d46110aa49 | Clause:
After giving effect to this Amendment, each representation and warranty contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects on the date hereof, except (a) to the extent any such representations and warranties are expressly limited to an earlier date, in wh... | Label: Warranties |
c0ca9bc5-cf08-4713-8404-62a430113696 | Clause:
Seller shall provide to Buyer promptly upon the receipt thereof, any and all material written notices relating to the Property received by Seller or its property manager from any governmental or quasi-governmental instrumentality, insurance company, vendor or other party under any of the Contracts, tenant under... | Label: Notices |
1b801b29-527b-4afa-a938-2caa20a51599 | Clause:
The Board may obtain and maintain, at the Company’s or a Partnership Group Company’s expense, insurance to protect the Members, Directors, Officers, employees and agents from any expense, liability or loss arising out of or in connection with such Person’s status and actions as a Member, Director, Officer, empl... | Label: Insurances |
b93c1c0c-2563-4ec7-818d-c58e55a0669b | Clause:
The Parties hereto acknowledge and agree that (a) each Party reviewed and negotiated the terms and provisions of this Agreement; and (b) the terms and provisions of this Agreement shall be construed fairly in accordance with their plain meaning, regardless of which Party was generally responsible for the prepar... | Label: Construction |
00e297c8-d0ae-42e7-bbb8-b320de0e6f5b | Clause:
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement, the authorization, sale, issuance and delivery of the Exchange Shares and the performance of all of the Company’s obligations hereunde... | Label: Authorizations |
9afd770a-0147-4ac8-a185-62db271134fb | Clause:
If an Account of the Borrower or any Subsidiary Guarantor includes a charge for any Taxes, the Administrative Agent is authorized, in its reasonable discretion, to pay the amount thereof to the proper taxing authority for the account of the Borrower or such Subsidiary Guarantor and to charge such Loan Party the... | Label: Taxes |
d1195c03-4265-40cd-a106-fa4250cda020 | Clause:
Captions, numbering and headings of in this Assignment are for convenience of reference only and shall not be considered in the interpretation of this Assignment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Headings |
648ced72-f143-4d1e-87cb-2d48052547d8 | Clause:
All transfer taxes, excises, fees or other charges (including value added, sales, ad valorem, use or receipts taxes, but not including a tax on or measured by the income, net or gross revenues, business activity or capital of the Manager), or any increase therein, now or hereafter imposed directly or indirectly... | Label: Taxes |
84865471-b6e7-47c1-8982-fabbbc8c8ae3 | Clause:
The Company has filed all quarterly reports on Form 10-Q and all annual reports on Form 10-K required to be filed by the Company under Section 13 or 15(d) of the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materia... | Label: Financial Statements |
f9728ae3-ae6a-4998-b16d-44618b951888 | Clause:
The execution, delivery, and performance by the Borrower of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) are within the Borrower’s power and authority, and (b) have been duly authorized by all necessary corporate action.
Task: Classify... | Label: Authorizations |
256ca89b-6714-461e-a0ce-ea33c92b470c | Clause:
Subject to the terms and conditions of this Agreement, Administrative Agent and the Required Lenders hereby waive any Event of Default that may have occurred under Section 8(d) of the Existing Loan Agreement as a result of the failure to comply with the covenant set forth in Section 7.14 of the Existing Loan Ag... | Label: Waivers |
39d9e419-104d-4645-a22e-42766c977978 | Clause:
Upon the terms and conditions set forth in this Agreement, the Company hereby employs Executive as President and Chief Executive Officer, and Executive accepts such employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Employment |
35e04d68-cef7-448d-9f51-996db519ad1b | Clause:
No consent, approval, or authorization of, or designation, or filing with, any Governmental Authority or any other person or entity is required on the part of Buyer in connection with the valid execution and delivery of this Agreement or the consummation of transactions contemplated hereby.
Task: Classify this... | Label: Consents |
edac72db-16e0-4ef4-9032-68d707093820 | Clause:
The Executive understands and agrees that by entering into this Agreement, the Executive represents to the Company that the Executive’s performance hereunder will not breach any other agreement to which the Executive is a party and that the Executive has not, and will not during the term of the Executive’s empl... | Label: No Conflicts |
983f8c20-0aa4-43ba-87dc-f1d10181487b | Clause:
This Agreement may be modified, amended, suspended or terminated, and any terms, representations or conditions may be waived, but only by a written instrument signed by each of the parties hereto or their successors in interest. No waiver hereunder shall constitute a waiver with respect to any subsequent occurr... | Label: Waivers |
54c09067-844a-4475-a9bb-e5fc05e519d8 | Clause:
This Agreement shall constitute the entire agreement between the parties hereof, with respect to the matters referred to herein; provided that this Agreement shall not alter, amend, or supersede, except as specifically provided in Paragraph 5, any agreement that includes the terms of any equity grant made to Ex... | Label: Entire Agreements |
edef47a0-9826-4b56-bd4a-df9971f7d317 | Clause:
This Agreement shall be deemed to be the product of the joint drafting of the parties hereto and shall not be construed against any party. In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the au... | Label: Construction |
6096701d-c8f3-4906-aef9-247e0d5632a5 | Clause:
Each Credit Party hereby irrevocably releases and forever discharges each Indemnitee of and from all damages, losses, claims, demands, liabilities, obligations, actions or causes of action whatsoever (each a “ claim ”) that such Credit Party may now have or claim to have against any Indemnitee on the date hereo... | Label: Releases |
f2f2dbed-e249-496c-ad8b-11cc9b85d437 | Clause:
As of the date hereof, and after giving effect to the terms of this Agreement, no Default or Event of Default exists.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns,... | Label: No Defaults |
459aeba8-697c-4933-ac6c-fe2c87677abd | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or e-mail, which shall be deemed an original.
Task: Classify this clause into ONE of t... | Label: Counterparts |
51c8d2bd-0f24-4962-87b6-72f498061757 | Clause:
The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer’s compliance with this Section 4.10. The Asset Representations Reviewer and the Issuer agree to modify this Section 4.10 as necessary for either party to comply with Applicab... | Label: Modifications |
7d7ee7dc-6e47-458e-b550-d7333fcd02a2 | Clause:
The Administrator is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Administrator may correct any defect or supply any omission or ... | Label: Interpretations |
8f1f8c73-22ee-4875-9105-17895005de3a | Clause:
Each Credit Party shall permit the Term Lenders and the Administrative Agent to visit and inspect any of the properties of any Credit Party accompanied by a representative of the Credit Party to the extent such representative does not interfere with such inspection, to examine the books of account of such Credi... | Label: General |
9a354c9b-481a-4db3-9f63-7c446f4df0b9 | Clause:
The Borrower will not, and will not permit any of its Restricted 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) transactions n... | Label: Transactions With Affiliates |
5d43968e-4688-4c19-a9c0-c3b74bff1684 | Clause:
The representations and warranties set forth in this Section 3 shall survive the execution and delivery of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Survival |
cc53ffbf-9c1d-4b19-ad48-77120b859bce | Clause:
Each Party shall disclose and make available to the other Party all material information controlled by such Party that is reasonably necessary for the other Party to perform its obligations and exercise its rights under this Article 6, including the preparation, filing, prosecution and maintenance of patents an... | Label: Cooperation |
55fc688b-abb2-4d04-9933-61ab335139f4 | Clause:
This Assignment and Assumption Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed the same instrument. This Assignment and Assumption Agreement may be executed and delivered via fax or scan which shall have the same ... | Label: Counterparts |
b528af06-4381-49d1-b4c2-26019deb5054 | Clause:
In the event that any of the provisions of this Agreement or portion thereof are held to be inoperative or invalid by any court of competent jurisdiction, then: (a) insofar as is reasonable, effect will be given to the intent manifested in the provisions held invalid or inoperative, and (b) the validity and enf... | Label: Severability |
38b38b79-14f9-400b-bdb0-5fa295daca61 | Clause:
The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity, other than Tellurian, Total, ... | Label: Binding Effects |
447b97e3-761d-4b78-af22-b23ac6c639d1 | Clause:
Each of Conduit Assignor, Committed Lender Assignor, Assignor Co-Agent, Conduit Assignee, Committed Lender Assignee and Assignee Co-Agent agrees that from time to time, at the Borrower’s expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or d... | Label: Further Assurances |
c1a2da86-5b41-4e85-bd4b-4b79ba3ea66c | Clause:
Each party hereto shall take or cause to be taken such further actions as it is legally able to take, and shall execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments as may be reasonably required or requested by the other parties in order to effectuate ful... | Label: Further Assurances |
aa5af3f7-c803-4a69-a13b-ea3f59df0cd8 | Clause:
The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of law rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Governing Laws |
f1712df7-e38e-484b-93a4-b861f28cd8e9 | Clause:
Capitalized terms not otherwise defined in this Restatement Agreement have the same meanings as specified in the Existing Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Definitions |
468d1a06-5754-4784-8cfa-3144553f7650 | Clause:
Except as to withholding of any tax under the laws of the United States or any state or locality, no benefit payable at any time hereunder shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment or other legal process, or encumbrance of any kind. Any attempt to alienate, sel... | Label: Assignments |
5d4e0b26-5774-4aa2-bc30-7783b9e87b4a | Clause:
The parties acknowledge and agree that the covenants, terms and provisions contained in this Agreement constitute a personal employment contract and the rights and obligations of the parties hereunder cannot be transferred, sold, assigned, pledged or hypothecated, excepting that the Company may assign this Agre... | Label: Assignments |
74d0b13a-cf4c-4182-8b6a-3c8845af5ef1 | Clause:
You will be entitled to reimbursement for all expenses incurred in the ordinary course of your job. Terms and conditions of the Company’s expense reimbursement regulations (as detailed in the CFAP as amended from time to time) will apply.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Expenses |
2a0b6f21-0ce9-44a6-8f51-554681adca99 | Clause:
Each party’s obligations under this Section 5.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Credit Party, the termination of the Commitments and the repayment, satisfaction or discharge of all the Borrower Obligations and th... | Label: Survival |
ef0837e9-c89a-4cc6-8f29-37c4163cfb74 | Clause:
This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding between each Grantor and the Agent relating to the Collateral and supersedes all prior agreements and understandings between any Grantor and the Agent relating to the Collateral.
Task: Classify this clause i... | Label: Entire Agreements |
4582cf10-6a28-476e-860c-7397a1d40659 | Clause:
This Agreement and the documents and agreements referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto, whether verbal or in writing. There ... | Label: Entire Agreements |
1f0e8c75-44a9-4a17-8494-04cb2736099a | Clause:
Subject to the terms and conditions hereof, the Company has authorized the issuance and sale of the Offered Shares (the “ Purchased Securities ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Sales |
33875d58-8a7f-44c3-acfd-397ecd3349fe | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants and the Warrant Shares and the reservation for issuance of the Warra... | Label: No Conflicts |
9b0992bd-3ccf-4144-b59a-3058c2995dfc | Clause:
All tax returns, reports and declarations relating to the Business or the Purchased Assets (collectively, “Tax Returns”) required by any Governmental Authority to be filed in connection with the properties, business, income, expenses, net worth or franchises of Seller relating to the Business have been timely f... | Label: Taxes |
ea2181e5-e448-4e09-b9fc-3e397fea27db | Clause:
This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms and (c) the mutual written agreement of the parties to terminate this Agreement (such earliest date being referred to herein as the “ Termination Date ”); provided... | Label: Terminations |
4fee71bd-c76f-4be1-bdb4-19d5fa33bdfa | Clause:
The term of this Agreement shall commence on October 18, 2017 and shall continue in effect until terminated by either Party to this Agreement following ten (10) days advance written notice to the other Party (the “ Term ”) or such other amount of days as agreed to by the Parties in writing.
Task: Classify this... | Label: Terms |
01271fd2-84e0-4af2-ad29-e3bc1931c890 | Clause:
No failure or delay on the part of any Purchaser in exercising any right, power or remedy pursuant to the Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, p... | Label: No Waivers |
a202cf84-93de-4d77-a763-708cd20204ac | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees th... | Label: Governing Laws |
aa2f0d21-aec8-4932-b410-bd40bcdf358b | Clause:
Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or by telecopy or facsimile, upon confirmation of receipt, (b) on the first business day following ... | Label: Notices |
49aedb74-4808-406f-9b32-f3fc6b7c2adf | Clause:
The Company shall indemnify and hold harmless each member of the Committee and the Board and any employee or director of the Company or any Subsidiary to whom any duty or power relating to the administration of the Plan or any Award is delegated from and against any loss, cost, liability (including any sum paid... | Label: Indemnifications |
17e8e94c-349d-4802-8f94-35293fc06f84 | Clause:
Debtor will keep the Collateral in good order and repair, and will not use the same in violation of law or any policy of insurance thereon or permit any Collateral to be attached or otherwise affixed to any real estate so as to become a fixture under the law of the jurisdiction in which such real estate is loca... | Label: Taxes |
6653697a-0b6f-4467-83e0-6e8b30a36b48 | Clause:
On the Effective Date, the Borrowers shall have paid to the Administrative Agent, the Lead Arranger, the Collateral Agent and each Lender all costs, fees and expenses (including reasonable legal fees and expenses) and other compensation contemplated hereby payable to the Administrative Agent, the Lead Arranger,... | Label: Fees |
ede5f4bb-c3f7-4bc5-88ae-6d8a13fb65fd | Clause:
On or before the First Amendment Effective Date, Administrative Agent shall have received counterparts hereof duly executed by the Borrower, the Parent and the Lenders constituting at least the Required Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Counterparts |
33d1eca7-ae49-4978-8f5f-dbf5a1f966ae | Clause:
The Committee shall certify in writing its determination and approval that the applicable performance goal or goals have been satisfied and the applicable Performance Level achieved. Those shares of restricted Stock that vest upon achievement of the applicable performance goals as determined by the Committee wi... | Label: Vesting |
c5330436-c9f4-473f-9f6f-d5930eba49be | Clause:
Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings given in the Revolving Credit Agreement (after giving effect to this Amendment), and the rules of interpretation set forth in the Revolving Credit Agreement shall apply to this Amendment.
Task: Class... | Label: Definitions |
d0db99cf-6987-4a62-989e-5dac9042f0de | Clause:
All terms used in this Amendment with an initial capital letter which are not otherwise defined herein shall have the meanings given to such terms in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Defined Terms |
345ca4fb-277f-40bc-836e-64aebefc4c85 | Clause:
When used herein, the following words shall have the meanings indicated below. Terms not defined herein shall have the meanings assigned to them in the State Street Salary Savings Program, as from time to time amended and in effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Definitions |
6974a672-0efe-4a6a-8a0d-73730fdb3a44 | Clause:
Section 5.16(a) of the Disclosure Schedule sets forth a list of each insurance policy (collectively, the “ Insurance Policies ”) currently owned or held by each of the Acquired Companies. No written notice of cancellation or termination of any Insurance Policy has been received by any Acquired Company, and all... | Label: Insurances |
c8c0e1df-b9e5-461e-81b7-c329abcc6b7c | Clause:
The financial statements included in each SEC Filing comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all materi... | Label: Financial Statements |
415364da-edd6-414f-a04c-78aa58f22e2f | Clause:
In addition to such other rights of indemnification as they may have as members of the Board, members of the Committee or other persons who administer this Plan shall be defended and indemnified by the Company, to the extent permitted by law, on an after-tax basis against (i) all reasonable expenses (including ... | Label: Indemnifications |
3463abf4-bc88-4c25-b6a4-25f837b7204d | Clause:
The Arrangers shall have received (i) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of ADI and the Company, in each case for the last three fiscal years to have been completed at least 90 days prior to the Closing Date, and (ii) U.S. ... | Label: Financial Statements |
c3b28749-a40e-4bc6-b814-5df2cb026640 | Clause:
Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel at the Company’s corporate headquarters, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll records of the Employer, or to ... | Label: Notices |
129e0544-007f-4162-938e-45391ba34fd5 | Clause:
Seller is the sole record and beneficial owner of the Purchased Interests, free and clear of any and all Encumbrances (other than those existing under applicable federal or state securities Laws), and such Purchased Interests were issued in full compliance with applicable securities Laws. Seller has good and ma... | Label: Titles |
ea0da3b5-ca54-4896-9a35-b43525e55335 | Clause:
In addition to other terms which may be defined herein (including, without limitation, in the preamble and recitals to this Agreement, terms used, but not defined, herein shall have the meanings given such terms in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Definitions |
cb27ddce-235f-4a81-83df-0cfb41240fc8 | Clause:
Except for the Indemnification Agreement dated December 9, 2013 and the amendments to the stock option agreements referred to in Section 5.8, this Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warr... | Label: Entire Agreements |
cf426a5f-c87a-4593-80c2-34a149122e83 | Clause:
Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VI, and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing of the Stock Purchase (the “Closing”) will take place electronically no late... | Label: Closings |
1c430d91-681c-4c35-a4a0-6bc7d0ab94d7 | Clause:
A waiver by any party of any of the terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of the term or condition for the future, or of any subsequent breach thereof, or of any other term or condition thereof. Any party may waive any term, provision, or cond... | Label: Waivers |
abd4ecdf-d664-4f83-bcfd-b54fe6771a6a | Clause:
This Agreement shall not constitute an employment contract between the Company and the Participant and shall not be construed as conferring on the Participant the right to continue in the employ of the Company. The Participant, his beneficiary and his surviving spouse shall have no right to assign, transfer, pl... | Label: General |
633ce2f3-46fc-42e7-b5ec-abfdfe31bb44 | Clause:
Consultant may terminate this Agreement upon giving the Company seven (7) days’ prior written notice of such termination pursuant to Section 10 of this Agreement. The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in ... | Label: Terminations |
3bba1ce9-e2df-4d06-92c0-9dc82215955d | Clause:
Each Group Member has filed or caused to be filed all federal, state and other material tax returns that, to the knowledge of the Borrower, are required to be filed and has paid or made provision for the payment of all taxes shown to be due and payable on said returns or on any material assessments made against... | Label: Taxes |
4bee8c03-bcfd-44fb-a07b-ad45ab23c409 | Clause:
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (i) when delivered personally; (ii) when sent by facsimile, with written confirmation of receipt by the sending facsimile machine; (iii) when sent by electronic transmission, upon written confirmation of r... | Label: Notices |
95ef645a-a74d-466c-94dc-793eee752f6b | Clause:
Unless a leave policy approved by the Administrator provides otherwise or it is otherwise required by Applicable Law, vesting of Awards granted under the Plan will continue only for Participants on an approved leave of absence.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Vesting |
25eac41b-2020-4d38-83ff-4c9eab95c96b | Clause:
Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents or any other document, instrument, contract or understanding between Borrower and Lender or any other parties... | Label: Modifications |
558bf9c0-cb99-4098-8ede-36de037210c9 | Clause:
Registry Operator is a corporation, duly organized, validly existing and in good standing under the laws of Delaware, and Registry Operator has all requisite power and authority to enter into this Agreement. All corporate approvals and actions necessary for the entrance by Registry Operator into this Agreement ... | Label: Organizations |
f8524790-aff8-496b-9731-a34f33a2dca0 | Clause:
If, within twelve months following a Change in Control, (i) a Participant is terminated by the Company or an employing Affiliate (that is not a Joint Venture) without Cause or (ii) such Participant resigns from the Company or an employing Affiliate (that is not a Joint Venture) for Good Reason, the unvested por... | Label: Change In Control |
8c5bb3ad-2ebd-40fa-9cab-38739644d6f7 | 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 |
dc070247-d851-4204-98a3-ca84036b4832 | Clause:
If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policie... | Label: Insurances |
9163b182-1358-4cfd-9f97-4d618b744059 | Clause:
During the Employment Period, Executive shall be eligible for paid vacation of five weeks per calendar year (pro-rated for any partial year).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Vacations |
ba0e1d31-d818-437b-9338-0f8b229c1282 | Clause:
All prior understandings and agreements between the parties are merged within this Lease, which alone fully and completely sets forth the understanding of the parties; and this Lease may not be changed or terminated orally or in any manner other than by an agreement in writing and signed by the party against wh... | Label: Integration |
0fb3eabd-b0e5-422d-80a2-075679d5077f | Clause:
This Agreement may be executed and delivered in counterparts (including by facsimile or pdf’) which, when taken together, shall constitute one and the same agreement of the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Counterparts |
79f58e62-d741-48e3-a275-ab9aef8575bf | Clause:
Except for the litigation disclosed under the headings “Environmental Matters” and “Warranty Liability” in Allegion plc’s 2016 Form 10-K, there is no action, suit or proceeding pending against, or to the knowledge of any Borrower threatened against or affecting the Borrowers or any of their respective Subsidiar... | Label: Litigations |
eebb242f-a00f-42a8-8a8b-0540548dfb91 | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees... | Label: Transactions With Affiliates |
235c3c5c-b16c-4745-b8f2-c1d035d0f21c | Clause:
The specific terms defined in this Article include the plural as well as the singular. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit ref... | Label: General |
ee51e92e-56dd-4ad5-a33d-b62b59b199d4 | Clause:
The representations and warranties of the Shareholders contained herein shall not survive the closing of the transactions contemplated hereby and by the Merger Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Warranties |
2649cbaa-864c-42ce-bc85-ac6beb80de8a | Clause:
Borrower agrees to deliver and to cause each of its Subsidiaries to deliver, to further secure the Obligations whenever requested by Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in f... | Label: Further Assurances |
d74b903e-0b17-4a12-9dc1-bb4618a2ef44 | Clause:
The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if condit... | Label: General |
2a83cc99-1f27-4f47-b12f-a33e0b106484 | Clause:
This Warrant shall be governed by and interpreted in accordance with the laws of the State of Nevada, without giving effect to the principles thereof regarding the conflict of laws. The Company and, by accepting this Warrant, the Holder, each irrevocably (a) consent to and expressly submit to the exclusive pers... | Label: Governing Laws |
73a0e287-376b-4882-8f24-9891bd4ad7d9 | Clause:
Each of this Agreement and (unless PFLLC shall have been terminated as a Borrower hereunder pursuant to Section 9.16) the Support Agreement or, if PICA shall have executed and delivered the PICA Assumption Agreement or the PICA Guarantee Agreement, the PICA Assumption Agreement or the PICA Guarantee Agreement, ... | Label: Binding Effects |
1e3ccdbe-d7cd-4689-811e-37c374ed3442 | Clause:
As of the Effective Date, there is no Proceeding pending or, to the Knowledge of the Majority Member, threatened in writing, to which the Majority Member is a party, in any such case at law or in equity before any Governmental Authority or arbitral body against or affecting the Majority Member which, individual... | Label: Litigations |
ea07e58a-f2ac-4829-ab53-339d5f1d671a | Clause:
Neither this Note nor any interest herein shall be assigned, transferred, pledged or otherwise disposed of, through liquidation or otherwise (any of the foregoing, a “ Transfer ”), in whole or in part, by Maker without the express prior written consent of Holder. Any attempted assignment of this Note by Maker i... | Label: Assignments |
90c2ce7e-6920-4ae6-8e75-5318234412ec | Clause:
Wherever used in this Agreement the following terms shall have the meanings set forth below.
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, Authorization... | Label: Defined Terms |
d1c95fb1-7c09-4d6d-a701-24d25bb5d705 | Clause:
This Restricted Share Unit Agreement shall be governed by and construed according to the laws of Bermuda.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, ... | Label: Governing Laws |
097150c6-2cd8-4f83-914f-f85c20d1ead6 | Clause:
The Preferred Unit Purchaser is duly organized and validly existing as a limited partnership and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.
Task: Classify this clause into ONE of these t... | Label: Existence |
1e240589-99f2-40df-ace7-b4ce8c0bb727 | Clause:
From and after the Closing Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Closing Date and to [the][the rele... | Label: Payments |
0577ac21-6bd8-48db-bce5-62fd00bc2043 | Clause:
Subject to the terms and conditions of the Plan and this Agreement, and except as provided in §§3(b), 3(c), 3(d) and 3(e) of this Agreement, one-third (1/3) of the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture on each of the first, second and third year anniversaries... | Label: General |
e7412abd-37b8-4a22-b49e-99fc505c681e | Clause:
Every notice or other communication relating to this Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as ... | Label: Notices |
49ba1fb2-84f9-442e-855d-e5b8d2800b9e | Clause:
All notices, requests, demands, claims and other communications under this Agreement must be in writing. Any notice, request, demand, claim or other communication under this Agreement will be deemed duly given (i) two (2) business days after such notice is sent by registered or certified mail, return receipt re... | Label: Notices |
3b990328-5669-48b5-82bb-2b3fff59cea4 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or photocopies of signatures may be accepted as originals.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Counterparts |
c61b75b6-a576-47b4-83ce-315c18e83298 | Clause:
It is understood that this Agreement is not effective and binding upon any of the parties hereto until executed and delivered by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Effectiveness |
4a58dc9b-b194-4fa8-a188-52280dd3255b | Clause:
The provisions of this 2017-2 Servicing Supplement and the 2017-2 Servicing Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Binding Effects |
7b990082-c4ef-421a-abb5-cf2467905737 | Clause:
No Governmental Consent is required in connection with the execution and delivery by Buyer of this Agreement or any of the Transaction Documents to which it is a party or the performance by Buyer of its obligations hereunder or thereunder (excluding Governmental Consents, if any, which Seller is required to obt... | Label: Consents |
48f035d7-73e6-4c94-b2ba-24de3099548b | Clause:
You are eligible to participate in the benefits provided by the Company to its employees. Where any particular benefit is governed by a formal plan document, your eligibility and coverage will be determined by such document, and the Company may change its benefit offerings from time to time in its discretion to... | Label: Benefits |
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