id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e772044f-5a5b-408d-9a3d-b19f7499946c | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, the Issuing Bank that is the issuer thereof hereby grants to each Lender, and each Lender hereby acquires from suc... | Label: Participations |
c993b4e2-cc0b-4d81-8398-74603d1ffb61 | Clause:
In the event of any dispute or claim relating to or arising out of Employee ’s employment relationship with the Company, this Agreement, or the termination of Employee ’s employment with the Company for any reason (including, but not limited to, any claims of breach of contract, wrongful termination, fraud or a... | Label: Arbitration |
3819bf28-cf03-4abc-8d6a-e9946c8e295a | Clause:
If any provision of this Plan is held invalid or unenforceable by a court of competent jurisdiction, all remaining provisions shall continue to be fully effective.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Severability |
309833a9-f4bb-41a3-ae49-c38c93bfa67e | Clause:
This Agreement may be executed in any number of identical counterparts, any or all of which may contain signatures of fewer than all of the parties, and delivered by email or facsimile transmission, all of which shall be taken together as a single instrument.
Task: Classify this clause into ONE of these types ... | Label: Counterparts |
a608e61b-000f-4f61-84fc-5885f7fcd291 | Clause:
Except as otherwise provided herein, the term of any Award of Performance Shares, Performance Stock Units, Restricted Stock Units or Other Stock-Based Award shall be set by the Committee in its discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Terms |
d08cc073-07b2-4703-bf96-eb1eaa395f09 | Clause:
Each Borrower will maintain in effect and enforce policies and procedures reasonably designed to promote compliance in all material respects by each Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions.
Task: Classify this clause i... | Label: Sanctions |
7214d4a5-0c1a-4118-ade9-603a7fb722f5 | Clause:
Each party acknowledges that, in the course of performing its duties and obligations under this Agreement, certain information that is confidential or proprietary to such party (“ Confidential Information ”) will be furnished by the other party or such other party’s representatives. Each party agrees that any C... | Label: Confidentiality |
139be614-4bd8-43f9-bbb6-0bb1d28fe6c6 | Clause:
The Borrower will use the proceeds of the Term Loans made on the Closing Date, together with cash on hand of the Borrower and the proceeds of the Common Stock Offering and the Series D Preferred Stock Offering to finance the Transactions, with the remainder (if any) for general corporate purposes. Revolving Loa... | Label: Use Of Proceeds |
2c6caec5-8ab9-4384-94d0-ae2ca9640f02 | Clause:
Each Transaction Document to which the Bank is a party constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservat... | Label: Binding Effects |
cf6c3d94-e259-4b15-961e-03f3294a9126 | Clause:
The Administrative Agent shall have received a Notice of Borrowing or Letter of Credit Application, as applicable, from the Borrower in accordance with Section 2.3(a) or Section 4.2 , as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Notices |
a2ad897f-1e5c-4068-bb05-0a8abd5ffc33 | Clause:
Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit denominated in Dollars (in the case of U.S. Letters of Credit), denominated in Dollars or Canadian Dollars (in the case of Multicurrency Letters of Credit) or denominated in an LC Alte... | Label: General |
b084aae7-dc47-4a18-818e-17c272fc0417 | Clause:
During the Term, Executive’s base salary (“Base Salary”) will be at a rate of a minimum of $385,000 per annum (a minimum of $400,000 per annum for 2018 and 2019), paid in equal installments in accordance with the Company’s payroll practices and policies then in effect . Base salary may be increased during the ... | Label: Base Salary |
9027e36f-77d0-40a0-8086-c1b0a07d3f02 | Clause:
The Company shall have the right to deduct from any amounts otherwise payable under the DCP any Federal, state, local, or other applicable taxes required to be withheld.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Tax Withholdings |
4463f4c4-fe25-415c-a9a4-974694e9ea5c | Clause:
Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be made in accordance with Section 5.3 of the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Notices |
e31c6287-44a2-4146-8c9f-6059c3b93a03 | Clause:
To the extent applicable, the Company shall have the right to withhold from Optionee’s compensation or to require Optionee to remit sufficient funds to satisfy applicable withholding tax obligations upon the exercise of an Option. Subject to the limitations in Section 10.5 of the Plan, Optionee may, in order to... | Label: Withholdings |
e7d96b82-aefd-43e8-814b-bc9a1fdb5b15 | Clause:
A list of all Registered Intellectual Property of each Credit Party and all in-bound license or sublicense agreements, exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use Intellectual Property (but excluding in-bound licenses of over-the-counter software that is comm... | Label: Intellectual Property |
c0ea65b6-0180-423f-aee4-15ff1ceb4c42 | Clause:
Options shall be exercised by the delivery of a written notice of exercise to the Company, in a form specified or accepted by the Committee, or by complying with any alternative exercise procedures that may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to... | Label: Payments |
10ddc93f-4a6b-4632-811a-2b6e00c11b2a | Clause:
Participant acknowledges that a waiver by the Company of any breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by Participant or any other person.
Task: Classify this clause into ONE of these... | Label: Waivers |
f3fca0fe-379d-4900-84e9-6623e855ab81 | Clause:
Executive agrees to refrain from any disparagement, defamation, libel, slander or making of any other negative statement regarding the Company, its prospects, products or services (together, the “Company Business”), its officers, employees, directors, shareholders, consultants, advisors, agents or representativ... | Label: Non-Disparagement |
ce5039eb-dac8-4468-8dbb-28df4b877861 | Clause:
For purposes of this Section 5.11 , the term “Lender” includes the Issuing Lender and the term “Applicable Law” includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Defined Terms |
9c28a482-de22-498d-94b2-d77515f1a4f8 | Clause:
Borrower acknowledges that Borrower is in default of the Loan Agreement for failing to comply with the minimum EBITDA financial covenant contained in Section 5 of the Schedule for the quarterly compliance period ended March 31, 2017 (the “ Specified Default ”). Subject to compliance with the conditions set fort... | Label: Waivers |
4b1e4c6b-d7b3-4351-b889-93689fe80f58 | Clause:
No ERISA Event nor similar event with respect to a Foreign Plan (including a Termination Event, in respect of Canadian Pension Plans), has occurred or is reasonably expected to occur that, when taken together with all other such events for which liability is reasonably expected to occur, could reasonably be exp... | Label: Erisa |
fceea8e9-ea62-4196-93bd-04e3d89893c2 | Clause:
In the event that any direct or indirect contractor, subcontractor, supplier or any other party providing labor or materials related to Landlord’s Work establishes a lien against the Project and/or the Project site, Landlord shall, within ninety (90) days of receipt of notice from Tenant regarding such lien, ca... | Label: Liens |
66f0bf6f-564b-4a94-88a3-6a9a59f71f2b | Clause:
The Company does not own any real property. The Company has good title to its assets, and its assets are free and clear of liens, except Permitted Liens (as defined in the Loan Agreement).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Liens |
30ba2467-9a42-4d69-a5c7-e38697f651c8 | Clause:
All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold the minimum statutory amount (or such other amount as approved by the Committee) required to be withheld for federal (including FICA), state, provincial and local taxes, domesti... | Label: Withholdings |
8721e8f3-5fa5-4c34-b726-d0f5896b61de | Clause:
The Company shall, no later than 8:30 a.m. (New York City time) on the date after the date hereof, issue a publicly available press release or file with the SEC a Current Report on Form 8-K disclosing all material terms of this Agreement, the transactions contemplated hereby and any other material non-public in... | Label: Disclosures |
122c62c1-63ca-4930-80af-e16ee632a3cd | Clause:
Each Lender hereby irrevocably appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms hereof, together with such powers as are reasonably incidenta... | Label: Authorizations |
f7d45139-55bd-4a0c-ac93-812277301c71 | Clause:
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid o... | Label: Severability |
1f702330-8228-41ca-8283-e24c8e820706 | Clause:
So long as Tenant is in default beyond any applicable notice and cure period of any obligation under this Lease, Tenant shall not be entitled to any refund of any amount from Landlord unless and until Tenant cures such default. If this Lease is terminated for any reason prior to the annual determination of Oper... | Label: Miscellaneous |
7be02a3a-df05-486f-b70a-98e491e8b5d4 | Clause:
Certain rights which are subject to this Agreement are unique and are of such a nature as to be inherently difficult or impossible to value monetarily. In the event of a breach of this Agreement by either party hereto, an action at law for damages or other remedies at law would be inadequate to protect the uniq... | Label: Specific Performance |
da0cbf7c-a2bb-4fe6-bce2-b809c5a729e4 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW JERSEY.
Task: Classify this clause into ONE of these types ... | Label: Governing Laws |
f03f786f-2529-412d-817b-d6584f1c7b91 | Clause:
This Agreement may be executed and delivered (including by facsimile transmission, email in “portable documentation format” (“.pdf”) form, or other electronic transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an or... | Label: Counterparts |
88caa716-0b1b-4f61-b704-1f1c97cab0ef | Clause:
For purpose of clarity and not by way of limitation, Borrower and Lender acknowledge and agree that this Amendment is one of the Loan Documents and that the indemnification provided pursuant to Section 12.2 of Loan Agreement applies hereto.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Indemnity |
6c94beca-c392-448a-be38-72f6670f5776 | Clause:
Grantee understands, acknowledges, agrees and hereby stipulates that any and all actual, threatened or attempted violations of any and all covenants in this Agreement (including, without limitation, covenants in this Section 5), challenges of or to the enforceability of any such covenants and/or findings of une... | Label: Remedies |
7c768c35-369c-4310-8400-6d0925f3f125 | Clause:
Each Loan Party owns, or is licensed to use, all Company Intellectual Property free and clear of all Liens except for Liens expressly permitted by Section 6.2 and acceptable to the Agent and the Lenders. The Loan Parties have taken all reasonable actions necessary to protect the Company Intellectual Property. N... | Label: Intellectual Property |
fe65582b-19ee-401f-b5d2-13945ad675f4 | Clause:
This Agreement and any exhibits and other documents referred to herein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the partie... | Label: Entire Agreements |
d2a114e4-8268-4dc7-a5c2-bfc18b0d1ea2 | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws and judicial decisions of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Applicable Laws |
7d78b6d5-a38b-4c26-9f8a-a3709d037b43 | Clause:
The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a processing and recordation fee of $3,500, (C) an Administrative Questionnaire unless the assignee is already a Lender and (D) the documents required under Section 2.21(e) if such assign... | Label: Assignments |
719363bf-1cd8-4b0e-8daa-126796f49cd9 | Clause:
All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing by expedited prepaid delivery service, either commercial or United States Postal Service, with proof of delivery or attempted delivery, addressed as follows (except that any p... | Label: Notices |
6896d26c-d425-470e-85f1-4b66c58c647b | Clause:
Borrower represents that neither it nor Sponsor has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than HFF, LP (and any commissions payable in connection therewith shall be paid solely by Spo... | Label: Brokers |
29150501-12c7-44f4-8683-eee6f506afd9 | Clause:
It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, including, without limitatio... | Label: Specific Performance |
1ac73dec-86e1-4176-8180-e4799e3fe07e | Clause:
The Closing shall occur at 10:00 am (EDT) on the Closing Date at the offices of Pryor Cashman LLP, 7 Times Square, New York, New York 10036, on the first (1 st ) Trading Day on which the conditions to the Closing set forth in Article V hereof are satisfied or waived in writing as provided elsewhere herein, or o... | Label: Closings |
dababdfd-e4ce-419c-93b7-2a3ad6d952e7 | Clause:
Unclaimed amounts shall consist of the amounts of the Deferred Compensation Account of a Participant that cannot be distributed because of the Plan Administrator’s inability, after a reasonable search, to locate a Participant or his Beneficiary, as applicable, within a period of two (2) years after the date upo... | Label: Forfeitures |
100e6f06-22bf-4b79-a5c6-67e5c21aee5c | Clause:
No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties. Notwithstanding the preceding sentence, the Company may amend the Plan or revoke this Stock Option to the extent permitted by the Plan.
Task: Classif... | Label: Modifications |
537cf1f3-7eb8-4bfe-a482-1f463e63a71d | Clause:
This Note, when executed and delivered by the Company, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (i... | Label: Enforceability |
56f3ca5a-3d5f-42cf-82f1-2163af2817d0 | Clause:
The hereby agree that the will obtain Lender’s written consent prior to closing on a transaction to sell securities of Holdings to a third party other than Amgen Inc. or any employee of Holdings or Borrower during the four-month period commencing January 1, 2017 and ending April 30, 2017.
Task: Classify this c... | Label: Consents |
edb5d794-0639-48e7-b115-e4f61b85ebfd | Clause:
Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, or (iii) first-class registered or certified mail, postage prepaid addressed to Emp... | Label: Notices |
fddea389-36cc-4d76-9f0a-2c55f3446615 | Clause:
This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the internal substantive laws of the State of Ohio.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Governing Laws |
b5bd0cba-2c6b-4670-b111-89e7985f5a26 | Clause:
(a) Any and all payments by or on account of any obligation of each Loan Party hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if a Loan Party shall be required by law to deduct any Indemnified Taxes or Other Taxes from such payments, then ... | Label: Taxes |
f8d39b8d-fd1c-45f2-9bf1-3c1c23f096d2 | Clause:
In reliance on the representations, warranties, covenants and agreements contained in this Sixth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be amended effective as of the Sixth Amendment Effective Date in the manner provided i... | Label: Amendments |
a102b2c3-48a7-4bf3-b458-31a5be6e5cfe | Clause:
This Agreement shall be construed and enforced under and be governed in all respects by the laws of the State of Texas, without regard to the conflict of laws principles thereof .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Governing Laws |
91723bd9-39a2-4903-9c0e-d3fc1b0b31de | Clause:
OF JURY TRIAL . EACH PARTY HERETO (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE ADMINISTRATIVE AGENT) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGRE... | Label: Waivers |
43827444-d9e3-48d9-9d05-ea760c99aad9 | Clause:
Unless otherwise expressly stated to the contrary in this Agreement, the representations and warranties of the Parties set forth herein shall be true as of the Effective Date and the date of each Closing, and shall survive each Closing and delivery of each Grant Deed for a period of six (6) months. Seller shall... | Label: Survival |
fd1facbf-7c4e-461f-bf11-ad9499b4e9c3 | Clause:
Requirements . Prior to the issuance of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any Tax Obligations with respect to the Award are due, the Company and/or other Employer, as applicable, will have the power and the right to deduct or withhold, or require a Particip... | Label: General |
e2121f68-3a85-401f-9f5f-e61a708f0790 | Clause:
This Agreement is the entire Agreement as to its subject matter and it supersedes all prior discussions and oral agreements. This Agreement may not be modified orally, but only by a written amendment or agreement signed by both parties. This Agreement shall be governed by the internal laws of the State of Nevad... | Label: Miscellaneous |
f263db81-5395-4d4e-8e03-0db70790a48f | Clause:
In accordance with the terms and conditions of this Agreement, the Company hereby agrees to issue to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the Shares, for the aggregate purchase price (the “ Purchase Price ”) as is specified on the signature page to this Agreement. Upon th... | Label: Sales |
6ee2551a-8360-456d-b43e-5d8e0040c53f | Clause:
Each representation and warranty in the Credit Agreement relating to each Guarantor and its Subsidiaries is true and correct.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Warranties |
5d43a6bd-8088-4ac4-9852-9e6bbe50059f | Clause:
This Agreement (including any Schedule or Exhibit hereto) constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the Parties with respect to the subject matter hereof.
Task: Classify this cla... | Label: Entire Agreements |
a4952e68-19d7-4e08-a0f3-8eacebaf9777 | Clause:
This Agreement and the Exhibits attached hereto constitute the entire agreement between the Parties with respect to the subject matter contained herein and any and all previous agreements, written or oral, express or implied, between the Parties or on their behalf relating to the matters contained herein are he... | Label: Entire Agreements |
bd4e54cc-02a0-4522-ac0c-4026108aae4a | Clause:
The Company may terminate the Employment Term and Executive’s employment hereunder, on written notice to Executive after having reasonably established Executive’s Disability. For purposes of this Agreement, Executive will be deemed to have a “Disability” if, as a result of the Executive’s incapacity due to phy... | Label: Disability |
c5a3a6aa-b02b-428b-969b-eaa45ed0cddf | Clause:
This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the Commonwealth of Massachusetts, without reference to its conflicts of laws provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Governing Laws |
b470d8fc-0a80-466a-862d-f2806f6cf03d | Clause:
Each of the Prepetition Borrowers hereby irrevocably assigns, transfers and conveys all of its rights, duties, liabilities and obligations under the Prepetition Credit Agreement and the Assigned Loan Documents to which it is a party to the Borrower, and the Borrower hereby irrevocably accepts such assignment fr... | Label: Assignments |
9df857d9-a6e4-4b38-999f-2c9680a9cba5 | Clause:
As used in this Plan, the following terms shall have the following respective meanings.
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, Ba... | Label: Definitions |
001a8964-1e16-4a3d-a5ac-2ce2ef83d644 | Clause:
The headings of the sections and subsections of this Release are inserted for convenience only and shall not affect the interpretation hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Headings |
c0520f1a-87c4-4b83-ac52-47f4f24725c2 | Clause:
The Administrator shall have sole and complete authority to determine the Participants who shall receive a Performance Award, which shall consist of a right that is (i) denominated in cash or Common Stock, (ii) valued, as determined by the Administrator, in accordance with, or subject to, the achievement of suc... | Label: General |
06142417-bd74-4029-8ae3-a7d54b88c49c | Clause:
Receipt by the Administrative Agent of a copy of (i) the annual consolidated financial statements (including balance sheets, income statements and cash flow statements) of the Parent and its Subsidiaries for the Fiscal Year 2016, audited by independent public accountants of recognized national standing, (ii) th... | Label: Financial Statements |
0e99ba02-fbaf-4d27-a845-d04a130932aa | Clause:
No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or the Investors for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or... | Label: Brokers |
a3502de2-f49d-4a19-a901-82818e8d8991 | Clause:
Notwithstanding anything in this Agreement or the Plan to the contrary, in the event that a Change in Control occurs, outstanding Options will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction for the continuation or assumption of such Option... | Label: Change In Control |
607e37e6-3dce-4c81-891c-6af8c013a147 | Clause:
The Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any Property used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such Property or other property that i... | Label: Sales |
c6404d7a-cce2-49b6-a7cd-828ab2f3099f | Clause:
No member of the Company Group or any of their officers or directors shall disparage in any form or respect Executive.
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: Non-Disparagement |
f3820f45-7039-4956-b677-efee2cbbc4d2 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of su... | Label: Participations |
971a9273-3c2a-41cc-822f-c2fdae02b474 | Clause:
Any notice hereunder to IDACORP, Inc. shall be addressed to its office at 1221 West Idaho Street, Boise, Idaho 83702; Attention: Manager of Compensation, and any notice hereunder to the Participant shall be addressed to him or her at the address specified on the Restricted Stock Unit Agreement, subject to the r... | Label: Notices |
3777fe9d-657a-4bbc-bfd4-3300b9df5f90 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without reference to the principles of conflict of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Governing Laws |
f0c9bbfa-249d-4c3c-8fc8-f21e4abca66e | Clause:
Commencing on the Effective Date, the Executive shall be paid an annual base salary (“ Base Salary ”) in the amount of $500,000.00, payable in accordance with the Company’s payroll practices. Subject to the Executive’s rights under Section 5.2, Base Salary is subject to increase or decrease, from time to time, ... | Label: Base Salary |
2e551057-b5c6-461d-8dce-528ba416a1cf | Clause:
IT IS UNDERSTOOD AND AGREED THAT THE PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER “AS IS, WHERE IS” AND WITH ANY AND ALL FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY SELLER. SELLER HAS NOT MADE AND DOES NOT MAKE AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESEN... | Label: Indemnifications |
749db148-6f85-4e3f-a179-ac32568f1404 | Clause:
The Company shall (a) by 6:00 p.m. (New York City time) on the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby as permitted by the Securities Act, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the... | Label: Publicity |
5d7926ad-173c-45c4-9b5a-a1c6318f0f09 | Clause:
The indemnity and contribution agreements contained in Sections 6 and 7 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement or the Purchase Agreement, and (ii) the consummation of the sale or successive resales of the Registrable Securities.
Task: Classify th... | Label: Survival |
a464fd00-5790-4741-845f-9713e1b6d629 | Clause:
The Employee shall be entitled to accrue 15 days of vacation per year, in accordance with the Company’s standard vacation policy extended to employees of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Vacations |
5f3bcbc8-1b11-46fa-a65e-1108ab1d9914 | Clause:
If any provision of this Agreement shall be held by a court to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is d... | Label: Severability |
775dd9f7-0881-4c43-8a85-5373c4939778 | Clause:
The Executive shall be entitled to five (5) weeks of paid vacation time per year and three (3) paid personal days per year, in accordance with the plans, practices, policies, and programs agreed to by Company, which shall be pro-rated for 2017 from the Effective Date through the end of the fiscal year.
Task: C... | Label: Vacations |
224d4f69-4a38-4a89-bc4e-1a4cc9bc10d4 | Clause:
Any dispute, disagreement or question which arises under, or as a result of, or in any way relates to the interpretation, construction or application of the terms of the Award, this Agreement, the Plan, or the Plan Prospectus will be determined and resolved by the Committee or its authorized delegate. Such dete... | Label: Interpretations |
ba689a48-0424-4e55-aa15-4a57e5fb5fa8 | Clause:
The Company will continue to provide you indemnification to the maximum extent permitted by the Company’s Certificate of Incorporation and Bylaws, in addition to coverage under any directors and officers insurance policies maintained by the Company, with such indemnification to be on terms determined by the Boa... | Label: Indemnifications |
0ee67df2-1bd5-4f14-9820-9b74e5bb5e08 | Clause:
Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises (including the Broadcast Lic... | Label: Existence |
dbe00429-bf0f-4a0d-8110-f7e309d77660 | Clause:
Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in an... | Label: Severability |
671e15f4-f899-4ded-9462-a4c9ef0710ec | Clause:
Promptly after receipt by an indemnified party under this Section 1.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.6, deliver to the indemnifying party... | Label: Notices |
f1090140-9965-4f5f-a9c1-bd63be478b6b | Clause:
No Credit Party (nor to the knowledge of any Credit Party, any Affiliate of any Credit Party) is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set fo... | Label: General |
6be73eca-3ba4-4526-83e5-a25d410eb622 | Clause:
Borrower shall, and shall cause each WWP Amenities Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence and all rights, licenses, permits, franchises and all applicable governmental authorizations necessary for the operation of the Propert... | Label: Existence |
3525c190-6cef-47bc-9c32-da0a5c8282cc | Clause:
The Executive shall be entitled to vacations each year in accordance with the Company’s policies in effect from time to time, of up to four (4) weeks. Vacation shall be granted on January 1 of each calendar year of this agreement and taken on a calendar basis. Any unused vacation at the end of the calendar ye... | Label: Vacations |
2b8916dc-eab2-4059-b7c3-8a2b32bb43ff | Clause:
The Company shall at all times during the Term and continuing until the end of the Termination Period (A) comply in all material respects with Applicable Law affecting its rights and obligations under this Agreement and be responsible for compliance with Applicable Law of any aspect of the Program that was impo... | Label: Applicable Laws |
1121e4cf-3116-4655-ab0d-433353b2a1fd | Clause:
The Company maintains insurance coverage for the Company and its subsidiaries as set forth on Schedule 7(j).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Insurances |
49be7aa5-c23e-4f56-80a6-32a9e745fbec | Clause:
This Agreement has been executed and delivered in the State of Maryland and shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Maryland without reference to its principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly... | Label: Governing Laws |
f76ec871-84c6-4ed4-b74a-acf5177edbea | Clause:
All payments to be made by the Company shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Company hereunder shall be made to the Administrative Agent, for the account of the re... | Label: General |
37f114bf-dd52-4c51-9372-71e621472ab5 | Clause:
Unless specified herein, nothing in this Agreement supersedes or voids the Transition Agreement. The Transition Agreement shall remain in place as originally written or as modified by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Entire Agreements |
dd879b1f-ee25-40dc-b100-23c8b034e723 | Clause:
The consent of the Parent shall be required prior to an assignment becoming effective unless the Assignee Lender is a Lender, an Affiliate of a Lender or an Approved Fund; provided that the consent of the Parent shall be deemed to have been given if the Parent has not responded within fifteen (15) Business Days... | Label: Consents |
278e6d16-3609-41a3-95cd-4a3b2f680a03 | Clause:
If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect, the remainder of this Agreement shall be enforced to the full extent permitted by law. A court of competent jurisdiction is hereby empowered to modify the invalid or unenforceable provision to make it val... | Label: Severability |
bd417568-30a6-4782-ac0a-ef473fb67fc5 | Clause:
Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur as promptly as possible, and in any event no later than three (3) Business Days following the satisfaction or waiver of the conditions to the obligations of the Par... | Label: Closings |
504f1a1a-afdf-465f-9b1f-d4227d793da5 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
4831d49f-6a8c-43eb-bfa0-92e8c1bc91fd | Clause:
This Amended and Restated Agreement shall continue in effect until the Executive’s employment with WPG and its subsidiaries and affiliates (collectively, the “ Company ”) terminates and the Executive shall be entitled to receive all benefits described hereunder; provided that the provisions hereof related there... | Label: Terms |
de4d0dc3-a441-4df9-8891-0aa47a1e6f11 | Clause:
The Lenders shall have received (i) projections with respect to the Guarantor’s and its consolidated Subsidiaries’ financial performance in form and substance reasonably acceptable to the Administrative Agent and (ii) audited consolidated financial statements of the Guarantor and its consolidated Subsidiaries f... | Label: Financial Statements |
0442911b-6e64-4347-8ecb-36ce20aac969 | Clause:
In the event that the Company retains, utilizes or is represented by any broker or finder who is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement, the Company shall be solely responsible for payment of any such brokerage, finder’s ... | Label: Brokers |
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