id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
0a573efc-77a8-466f-802e-5375b01f0873 | Clause:
This Plan replaces the Wolverine Supplemental Executive Retirement Plan (the “Grandfathered SERP”) with respect to (i) any eligible Employee under the Plan who did not commence benefits under the Grandfathered SERP prior to December 11, 2008, and (ii) any participant in the Grandfathered SERP who accrued benefi... | Label: Effectiveness |
1c5621ce-d1dc-4848-8879-73b77858f98a | Clause:
Each of the Loan Parties has filed or caused to be filed all Federal, and material state and other tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other material taxes, fees or other... | Label: Taxes |
be055ec0-623a-4ce1-9be8-530e6491ec36 | Clause:
Company agrees to maintain insurance coverage or self-insure in commercially reasonable amounts for compensation for subjects sustaining any injury resulting from enrollment in the clinical trials conducted under the Development Program and use of the Product.
Task: Classify this clause into ONE of these types... | Label: Insurances |
cf00f890-c885-49e1-90f5-e3c83c1e6f11 | Clause:
This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties; provided , however , that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be abs... | Label: Successors |
66d49a83-2bf9-44f2-8bf1-121997057d13 | Clause:
This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Delaware without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the State of Delaware.... | Label: Venues |
1c19a4d4-c062-4d0f-9a0d-257392ed0556 | Clause:
None, except Liens permitted by Section 8.2 of the Credit Agreement.
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 Salary, Benefit... | Label: Liens |
e1815e70-012a-4c44-8b56-66510e749c70 | Clause:
None of (a) the offering, issuance and sale by the Company of the Purchased Shares and the application of the proceeds therefrom, (b) the execution, delivery and performance of the Transaction Documents, or (c) the consummation of the transactions contemplated hereby or thereby (i) constitutes or will constitut... | Label: No Conflicts |
1bd241b5-d43f-46ed-bb48-867e10446eba | Clause:
Evidence of the existence of insurance required to be maintained pursuant to Section 10.1 , subject to Section 10.19(f) in the case of evidence that the Collateral Agent has been named as a lender’s loss payee and that the Administrative Agent, the Collateral Agent and the Lenders have been named as additional ... | Label: Insurances |
15d436a6-2fa6-40ef-9879-086fe7d82d12 | Clause:
Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement, the Note and the Warrant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Expenses |
227a9851-12c0-4065-be6f-5f514dd514fd | Clause:
This Agreement may be terminated by (a) any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before June 20, 2017, ... | Label: Terminations |
b3d410c0-928e-438b-9ae8-809e61715a23 | Clause:
Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of... | Label: Construction |
0c90ae0e-0502-4377-bd5e-2dcbaed2c4ad | Clause:
Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which the Station Assets are located. Buyer has the requisite power and authority to execute, deliver and perform this Agreement and the ... | Label: Organizations |
033bae45-b079-42fc-b281-30c472bb4674 | Clause:
Trident is duly incorporated, organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Trident Canada is duly incorporated, organized, validly existing and in goo... | Label: Organizations |
90d1e40c-c042-47a6-ba9e-fa4015a26b0b | Clause:
No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any securities exchange are necessary for the execution, delivery or performance by a Borrower of the Loan Documents or for the legality, validity or enforceability thereof, except for filings and re... | Label: Approvals |
45fa8940-2257-4bf9-afd0-8c0b753f6240 | Clause:
As of the Effective Date, before and after giving effect to the transactions contemplated by the Loan Documents, (i) the fair saleable value of the assets of each Obligated Party on a going concern basis will be in excess of the total amount of its liabilities (including for purposes of this definition all liab... | Label: Solvency |
0fb0d683-4670-4189-af0f-fe6396f6067e | Clause:
Each party represents and warrants that they have the authority to consummate the transactions contemplated by this Agreement to the extent required by the terms and conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Authority |
fcddc1a1-fc9e-40c3-a931-ded21f53960e | Clause:
This Guaranty represents the entire agreement and understanding concerning the subject matter hereof and thereof between the parties, and supersedes all other prior agreements and understandings concerning the subject matter hereof, whether oral or written.
Task: Classify this clause into ONE of these types (e... | Label: Entire Agreements |
98c06b5a-6199-4e2e-bbda-878e31abda3f | Clause:
The rights and obligations of this Agreement shall bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company’s business and properties. Neither this Agreement nor any rights hereunder shall be assignable o... | Label: Assignments |
5fe72d87-3655-4ea7-b30c-44ccdcc9a36a | Clause:
Subject to Section 2(c) below, fifty percent (50%) of any Earned Performance Units shall vest on the last day of the Performance Period, twenty-five percent (25%) of any Earned Performance Units shall vest on the first (1 st ) anniversary of the last day of the Performance Period, and the remaining twenty-five ... | Label: Vesting |
ef2867df-9731-4483-af22-10c5664c107a | Clause:
Borrower and Lenders hereby agree, from time to time, as and when requested by another party, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements, including secretary’s certificates, stock powers and transfer agent instructions, and to take or cause to be... | Label: Further Assurances |
be77fc85-4b84-4262-bf0f-3ad0df09d529 | Clause:
THIS AMENDMENT NO. 5 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN MUTATIS MUTANDIS .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Governing Laws |
3cb6d33a-69fd-410b-b496-a7d90649945a | Clause:
Each party will bear its own costs and expenses in connection with this Agreement; provided that conditioned upon the Closing: (i) the Company will reimburse the Purchasers for their reasonable outside legal fees incurred in connection with this Agreement and the transactions contemplated hereby in an amount no... | Label: Expenses |
a9d66d54-e3d3-44b0-84fa-4b15381064e3 | Clause:
Except as set forth in the Prospectus Supplement, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents, (b) for the settlement of any outstanding litig... | Label: Use Of Proceeds |
1fc3f2ca-698a-4592-89ea-8d54de342603 | Clause:
EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIE... | Label: Waiver Of Jury Trials |
d2d403e0-c8a6-46ed-9cbb-31c83346564a | Clause:
The Administrative Agent shall have received a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from the US Borrower in accordance with Section 2.4(a) and Section 5.2 , as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Notices |
5d1c29fa-ef90-4d97-9d6f-e6b5ace5a00d | Clause:
The Purchaser shall have performed or complied in all material respects with all agreements, conditions and covenants required by this Agreement to be formed or complied with by it on or before the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Agreements |
18be89e6-f374-4b3c-9a2d-e5b1fa773e9f | Clause:
In the event that the outstanding securities of the class then subject to the Option are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in eithe... | Label: Adjustments |
d2770534-e96b-405c-bea0-645bdcff06d4 | Clause:
Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has ... | Label: Warranties |
2bd5ed7d-e72c-4785-a9ff-f448a5cc213e | Clause:
Any Lender may at any time, without the consent of, or notice to, the Parent, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person, or the Parent, any Borrower or any of the Parent’s or any Borrower’s Affiliates or Subsidiaries, or a Person that the Administr... | Label: Participations |
02dfe20e-0406-4479-a3f2-df24f6d876b8 | Clause:
On the Closing Date, immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, the Borrowers and the Guarantors, taken as a whole, are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Solvency |
cb848e82-b0b5-42ff-8f31-d88479f082e4 | Clause:
This Agreement and the RSUs shall be subject to the Plan, the terms of which are incorporated herein by reference, and in the event of any conflict or inconsistency between the Plan and this Agreement, the Plan shall govern. This Agreement and the Plan constitute the entire agreement between the parties hereto ... | Label: Entire Agreements |
f954ee35-16c9-4a5d-829d-901c1258e930 | Clause:
No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, powe... | Label: Enforcements |
f6b0b107-c75a-4805-88c8-e73617fa3c04 | Clause:
This Amendment shall become effective as of the Amendment Date upon the Administrator’s receipt of counterparts hereto duly executed 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,... | Label: Effectiveness |
fb1ce7d2-63da-4e02-810a-ebe46f9cdac4 | Clause:
This Plan and all agreements executed in connection with the Plan, and all disputes and controversies related thereto, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law doctrine that would apply any other law.
Task: Classify this c... | Label: Governing Laws |
e557a363-e6fc-4542-a52f-194e4a8fef26 | Clause:
Enter into or permit to exist any transaction of any kind with any Affiliate of the Company (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service), whether or not in the ordinary course of business, with any holder or holders of more than 5% of any... | Label: Transactions With Affiliates |
06bfd1c7-b8dd-4736-b0e9-df5481b0fa6b | Clause:
On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company and each of the Guarantors agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, severally and not jointly, agree to purchase ... | Label: Sales |
7ab3741f-a925-4d0d-8e2a-77047276b38b | Clause:
(a) The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Revolving Commitments of such Lender during the period from and including the First Amendment Effective Date to but ex... | Label: Fees |
380bf5ce-f3a8-49e7-b20a-0bdf62902874 | Clause:
The Company shall indemnify the Executive, to the maximum extent permitted by applicable law against all costs, charges and expenses incurred or sustained by her in connection with any action, suit or proceeding to which he may be made a party by reason of her being an officer, director or employee of the Compa... | Label: Indemnifications |
857b1b30-09f8-4aec-9815-3e1393e23f11 | Clause:
In the event of the death of the Employee, this Agreement shall terminate on the date of Employee’s death, without any liability to or upon the Employer other than to pay for services rendered prior to the date of the Employee’s death.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Death |
4bef40a1-8d35-4a95-ad15-16a834663d10 | Clause:
This Amendment represents the agreement of IBM, the Subsidiary Borrowers, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof not exp... | Label: Integration |
7eff8eca-388f-425f-979b-4c99a3c563ad | Clause:
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following mailing via Federal Express or similar overnight courier service. In the case of Executive, mailed notices shall be addressed to Exec... | Label: Notices |
f42b704f-f359-4afa-ad9a-70a7b0e66dba | Clause:
By accepting the Stock Options, you acknowledge that you agree to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the Stock Options, the receipt of any dividends, and the sale of shares of Stock acquired under the Plan.
Task: Classify this clause int... | Label: Compliance With Laws |
5067fd4f-e899-41fa-9521-f1c99e3391f1 | Clause:
This Agreement may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of ... | Label: Counterparts |
75c0eccc-dabe-4fb0-ab8f-049339849897 | Clause:
The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions of Article XII . The existence of the Partnership as a separate legal ent... | Label: Terms |
f72c34f8-3df0-49c0-9c87-9eac99c15987 | Clause:
This Amendment shall become effective, and this Amendment thereafter shall be binding on the parties hereto and their respective successors and assigns, as of the date first set forth above upon (a) execution and delivery of counterparts by the parties hereto and (b) delivery of an opinion of counsel to Finco a... | Label: Effectiveness |
c5d7531e-f446-4e83-95fc-00442c68956c | Clause:
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original. Delivery of an executed counterpart of this Amendment by facsimile or electronic transmission shall be effective as an original.
Task: Classify this clause into ONE of these t... | Label: Counterparts |
5ccafac1-c287-4e65-af29-b7338e6c7991 | Clause:
This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Entire Agreements |
c0ab6ac4-7198-47ae-80f6-930d4cd09886 | Clause:
All capitalized terms shall have the meaning ascribed to them in this Agreement. If any capitalized term is not defined herein, such term shall have the meaning ascribed to it in the Purchase Agreement. All exhibits referenced in this Agreement are hereby incorporated herein and made a part hereof by this refer... | Label: Definitions |
4486641a-2149-45c6-af56-be02400e7b06 | Clause:
The Company’s obligation to deliver shares of Restricted Stock to the Grantee upon the vesting of such shares shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the “Required Withholding”). The Company shall withhold from the Restr... | Label: Withholdings |
b9308e0a-4fc8-4a89-9494-744f7176ee7b | Clause:
Should any part of this Agreement for any reason be declared or held illegal, invalid or unenforceable, such provision or portion of such provision shall be deemed severed herefrom and such determination shall not affect the legality, validity or enforceability of any remaining portion or provision of this Agre... | Label: Severability |
36d362f5-5d53-44aa-ae50-14b291c67e5c | Clause:
The headings contained in this Agreement are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Headings |
d28aa20d-3c03-499f-a9b6-0d74b005693a | Clause:
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE ARISING OUT OF OR RELATING TO THIS AWARD AGREEMENT AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.
Task: Classify this clause into ONE of these types (exactly on... | Label: Waiver Of Jury Trials |
b4d7e2af-3ca2-4a02-8b87-da21ed8ab582 | Clause:
The Plan shall become effective as of the date so provided by the Board, and shall continue in effect until terminated by the Board.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Effective Dates |
d943daf8-c5a8-4119-bcd7-efaa1d155f0c | Clause:
EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, INCLUDING TO ENFORCE OR DEFEND ANY RIGHTS HEREUNDER, AND AGREES THAT ANY SUCH ACTION SHALL BE TRIED BEF... | Label: Waiver Of Jury Trials |
43191dac-6dc6-4b23-8f24-df8218d02407 | Clause:
Your Company-paid health benefits will continue through the last day of the month in which the Separation Date occurs. Pursuant to your rights under the COBRA statute and regulations, you have the opportunity to elect to continue group medical, dental and vision coverage through the Company for a period of 18 a... | Label: Benefits |
bce8bf71-54a5-4b70-84a9-f903a3053e7b | Clause:
Section headings in the Loan Documents are for convenience of reference only and shall not govern the interpretation of any of the provisions of the Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Headings |
6ef4d8e2-5a8d-47f4-bb24-fadcfe09837f | Clause:
This Agreement (including the documents and instruments referred to herein, including the Merger Agreement and Release) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter her... | Label: Entire Agreements |
16345487-8b2b-4498-828a-d5d4267e6913 | Clause:
Landlord will not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in Tenant's notice. The parties hereby agree that it shall be reasonable under this Lease and under any applicable Law for Landlord to withhold consent to any proposed Trans... | Label: Approvals |
c112dfcd-91c5-4500-a6cd-9a9461098775 | Clause:
Borrower shall have paid a non-refundable fee in the amount of $10,000.
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 Salary, Benef... | Label: Fees |
5a465996-cdf9-4946-a17b-70bf94924182 | Clause:
The representations and warranties set forth in Section 2 hereof shall be true and correct on such date in all respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Representations |
ded1639c-9f84-4e62-bd74-3cd1780a6150 | Clause:
The receipt of any severance payments or benefits pursuant to this Policy is subject to your signing and not revoking the Company’s then-standard separation agreement and release of claims (the “ Release ” and such requirement, the “ Release Requirement ”), which must become effective and irrevocable no later t... | Label: Releases |
5914ab95-ebf7-4aef-803a-48e174dd44af | Clause:
The Company will distribute cash for the Performance Award following the Committee’s determination and written certification of the achievement of the Performance Goals and the Committee’s determination of the amount to be paid to you under the Performance Award for the Performance Period but no later than Marc... | Label: Payments |
f735125f-18be-458c-ab88-ac2816125a2a | Clause:
The Company shall indemnify Executive, to the fullest extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Executive, including the cost and expenses of legal counsel, in connection with any action, suit or proceeding to which Executive may be made a party by reas... | Label: Indemnifications |
4c12936a-a1c7-40d9-82bc-f4d087d7144c | Clause:
Except as provided in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and curr... | Label: Solvency |
17db5109-68ae-4f99-8113-e9f426ff59cc | Clause:
The execution, delivery, and performance of the Loan Documents are within each Loan Party’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in such Loan Party’s organizational documents, nor will they constitute an event of default under any mat... | Label: No Conflicts |
998fbe61-beff-4dc1-b17d-4fb8398d054b | Clause:
The term of existence of the Company shall be perpetual from the date the Certificate of Formation was filed with the Secretary of State of Delaware, unless the Company is dissolved in accordance with the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Terms |
93864384-2e5d-448a-8ce1-2b6aa7c952c1 | Clause:
Without limitation of and below, this Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other person.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Amendments |
070bcc54-e023-4abc-8e00-ca1cc144719d | Clause:
The Borrower will not create, incur, or suffer to exist any Lien on the Collateral except (i) the security interest created by this Security Agreement, and (ii) other Liens permitted under Section 6.02 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Liens |
6ac6d1aa-ca32-4802-a4ab-36c4f16d24f8 | Clause:
Schedule 3.19 sets forth a true, complete and correct description of all material insurance maintained by or on behalf of Holdings or any Restricted Subsidiary as of the Closing Date. As of such date, such insurance is in full force and effect.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Insurances |
16ce159a-31f0-4b98-a93b-1561d9499d69 | Clause:
In any litigation, trial, arbitration or other dispute resolution proceeding relating to this Agreement, all directors, officers, employees and agents of Pledgor or of its affiliates shall be deemed to be employees or managing agents of Pledgor for purposes of all applicable law or court rules regarding the pro... | Label: Litigations |
70f2ac2b-3ec5-42e3-a138-068b1bbe0182 | Clause:
Should any provision of this Settlement Agreement be declared or determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby, and any said illegal and invalid part, term or provision shall be deemed stricken f... | Label: Severability |
669799ee-8bdf-43b3-83ac-3d35fad43245 | Clause:
This Agreement may be executed in any number of counterparts (including by facsimile or electronic mail), each of which when so executed and delivered will be deemed an original, but all such counterparts together will constitute but one and the same instrument.
Task: Classify this clause into ONE of these typ... | Label: Counterparts |
6542b22d-7829-4b78-9d2d-d190172b93b4 | Clause:
The Parent Borrower agrees to pay or reimburse the Administrative Agent for ( 1 ) all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Third Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, and ( 2 ) the re... | Label: Expenses |
af1c8dcf-d845-4093-b3d2-6440212c190f | Clause:
In addition to, but without duplication of, any available remedy at law, in the event of failure or threatened failure by Seller to comply with the terms of this Agreement, Buyer shall be entitled to an injunction restraining such failure or threatened failure and, subject to obtaining any necessary FCC consent... | Label: Specific Performance |
0a46e64a-e12c-4ba9-8a1a-9494295de804 | Clause:
To the extent that the receipt, vesting or settlement of the Restricted Stock Units, or the occurrence of another event relating to the Restricted Stock Units, results in income to you for federal, state or local income tax purposes, you shall deliver to the Company (or its agent) at the time the Company is obl... | Label: Tax Withholdings |
96de8823-562f-4d63-815e-b1a77de3f8f0 | Clause:
Neither the Purchaser, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf has paid or is obligated to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with this Agreement, any Transaction Document or any of the transactio... | Label: Brokers |
e1418a2d-72ee-4ebb-ac58-6a8105a9079f | Clause:
Except for Section 6 and Section 8(m) , this Agreement shall terminate as to any Holder, when all Registrable Securities held by such Holder no longer constitute Registrable Securities.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Terminations |
48e3ae27-2d33-4321-85d4-7246b76f7439 | Clause:
The term of this Agreement , during which Advisor shall provide the services contemplated within section 2, shall commence on the Effective Date and end on March 3 1 , 201 8 (the “ Term ” ); provided, however, that the Company may terminate the services provided in section 2 of this Agreement upon Advisor ... | Label: Terms |
08f3efd8-2359-4293-993f-9e2aa51ae417 | Clause:
For purposes of Section 1.5(c)(iii)(1) of the Plan, notwithstanding anything therein to the contrary, the Participant will have the right to exercise any vested Award until the earlier of the original expiration date of the Award or 180 days following such termination.
Task: Classify this clause into ONE of th... | Label: Change In Control |
ffb47dcc-648f-486b-8906-b3629704f56d | Clause:
Except as set forth in the Company SEC Documents filed since January 1, 2017, there are no actions, suits, claims, investigations, orders, injunctions or proceedings pending or, to the Knowledge of the Company, threatened in writing, to which any of the Rosehill Entities or any of their respective officers or d... | Label: Litigations |
98f393da-4258-4ddf-8e96-5749a1a59d39 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
6dba3c5a-ac5b-4abc-8c38-769f63de451e | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the ... | Label: Integration |
b2147d93-b443-43f9-acbc-ddc89407cc42 | Clause:
Each provision of this Agreement constitutes a separate and distinct undertaking, covenant and/or provision hereof. In the event that any provision of this Agreement shall finally be determined to be unlawful, such provision shall be deemed severed from this Agreement, but every other provision of this Agreemen... | Label: Severability |
20db3114-702c-4d14-b48a-b5583afde9d1 | Clause:
Parent does not have any Subsidiaries other than the Borrower and the Borrower’s Subsidiaries. Schedule 3.12 sets forth the name of, and the ownership interest of the Borrower in, and identifies each Subsidiary of the Borrower that is a Material Subsidiary as of the Effective Date.
Task: Classify this clause i... | Label: Subsidiaries |
05ce1a7e-55c1-4575-b284-398f7500315e | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before May 4, 2017; provi... | Label: Terminations |
40647329-ef3c-46e2-9c60-1293a33e6b8c | Clause:
This Agreement has been made in and shall be construed in accordance with the laws of the State of Michigan.
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: Governing Laws |
881c884f-f3f4-41a1-9353-0c39783fd750 | Clause:
At the time a Purchase Right is exercised, in whole or in part, or at the time some or all of the Shares received pursuant to a Purchase Right are disposed of, the Participant shall make adequate provision for the foreign, federal and state tax withholding obligations of the Company, if any, which arise upon ex... | Label: Tax Withholdings |
b494c4d9-37f4-471b-aec4-3b7a0748f303 | Clause:
The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Applicable Laws |
6c3fc3e9-c8b9-4c91-ace7-66e2a4e79fa2 | Clause:
This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles that would require application of the laws of a jurisdiction other than the State of New York.
Task: Classify this clause into ONE of these types (exactly on... | Label: Governing Laws |
73327cc6-6d76-4e1d-8dad-36638c6beeab | Clause:
Subject to the conditions and limitations contained herein, your Award shall vest on the Vesting Date as provided in your Grant Notice, provided that vesting shall cease upon the termination of your Continuous Service except as otherwise stated herein.
Task: Classify this clause into ONE of these types (exactl... | Label: Vesting |
4814bc52-3233-4b4e-8529-02a5aaa485fc | Clause:
The representations and warranties of the Company and the Investor contained in Sections 2, 3 and 5 hereof, and the agreements and covenants set forth in Sections 4 and 7 hereof, shall survive the execution of this Agreement and the transaction contemplated herein or any termination of this Agreement.
Task: Cl... | Label: Survival |
2866327a-3341-4224-a0fd-8a3ebacaf8c5 | Clause:
The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective holding of the outstanding Loans in effect on the date on which indemnification is sought under thi... | Label: Indemnifications |
a636a3b3-df3e-46a9-b5a8-e4a891075253 | Clause:
(a) Each of the Lender Parties hereby irrevocably appoints JPMCB to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by th... | Label: Authority |
a84c1b87-d717-4702-8203-acb197990fd7 | Clause:
Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and sufficient shares are r... | Label: Capitalization |
79d88fb3-5803-424c-9e1f-31edea12ac5b | Clause:
All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto, (b) to the Administrative Agent or any other Guaranteed Party at its address for notice... | Label: Notices |
47abec86-c134-4562-934e-d0542b0ed5e7 | Clause:
This Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to this Article 13, shall continue in full force and effect, on a Product-by-Product and country-by-country basis until the Secondary Royalty Term with respect to such Product expires, at which time this Agreement shall ... | Label: Terms |
948673c4-e1aa-4b52-980b-49e0983f6beb | Clause:
All Secured Indebtedness which may be owing hereunder at any time by Mortgagor shall be payable at the place designated in the Loan Agreement (or if no such designation is made, at the address of Administrative Agent indicated at the end of this Mortgage). Mortgagor hereby irrevocably submits generally and unc... | Label: Waiver Of Jury Trials |
94efe71e-21ea-4c4c-989e-64a9ca22eea9 | Clause:
Capitalized terms used in this Local Country Agreement, to the extent not otherwise defined in this Local Country Agreement, 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 ... | Label: Definitions |
665ff5bd-3b59-45ba-a8bd-2cb0272bf9bc | Clause:
TO THE FULLEST EXTENT PERMITTED BY LAW, THE LENDER AND THE BORROWER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY BASED ON, ARISING OUT OF OR UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
Task: Classify this clause into ONE of these... | Label: Waiver Of Jury Trials |
06df29b1-4e28-46cd-b9ec-c9d3a1ae9ba2 | Clause:
The definitions set forth in Section 1.1 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless otherwise indicated, the words “inc... | Label: Interpretations |
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