id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e8c41834-dede-40c4-87c5-ebc47c07011d | Clause:
Each Borrower hereby affirms to Agent and the Lenders on the Effective Date that no Default or Event of Default has occurred and is continuing as of such date, after giving effect to this Amendment, the MSD Credit Agreement Amendment, the Solus Credit Agreement Amendment, the 2017 Notes Indenture and the Interc... | Label: No Defaults |
e24921d7-e61c-46ac-8869-320f5394917f | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execu... | Label: Confidentiality |
61dd2353-7ae9-4acf-a475-fb465d655f20 | Clause:
If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be construed in order to carry out the intentions of the parties hereto as nearly as may be... | Label: Severability |
a1295358-e230-4d94-acb8-eb93ef376ec2 | Clause:
Every provision of this Assignment is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid, such illegal or invalid term or provision shall not affect the other terms and provisions hereof, which terms and provisions shall remain bin... | Label: Severability |
9adc91f2-10a0-42f3-9b1e-33ba80b0bffc | Clause:
No course of dealing and no delay on the part of any Holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any Holder thereof shall ... | Label: Expenses |
b04431a2-e5fe-4a6f-aeaf-0105c17ff0ae | Clause:
Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
Task: C... | Label: Survival |
585119f6-e96a-467f-a37c-375d126f6431 | Clause:
Nothing in this Section 13.9 shall limit the enforceability (other than as specifically set out herein), legality or validity of this Guarantee or prevent the Secured Parties from claiming in court that the provision of this Guarantee and/or making payments under this Guarantee by the relevant German Guarantor ... | Label: No Waivers |
7471068f-d5e1-42a7-8761-27263b20b7db | Clause:
Each Guarantor represents and warrants that it is formed under the laws of the state of its formation and resident in the United States of America. All payments by any Guarantor hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever, including, without limitat... | Label: Taxes |
baf35df6-8693-4aae-ba6d-16e24a02a23c | Clause:
In the event of any breach arising from the performance of this Agreement, either party may request arbitration. In such event, the parties will submit to arbitration by a qualified arbitrator with the definition and laws of the State of New York. Such arbitration shall be final and binding on both parties.
... | Label: Arbitration |
c6dab998-f56c-4ce8-a555-1a5fd9552a7e | Clause:
Upon the occurrence and during the continuance of an Event of Default, Pledgee may (and, at the direction of Lender, shall) exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party und... | Label: Remedies |
edb44a29-f261-4f47-9529-bba6d925c319 | Clause:
This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment . Delivery of a... | Label: Counterparts |
d0b3876e-830e-490c-86db-cab25db098df | Clause:
You will be employed as Chief Financial Officer and will report to Mike Bell, President and Chief Executive Officer. You will begin this new position with the Company on (your “ Start Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Positions |
b9679975-6310-4ee3-a1ec-d3ea288a838b | Clause:
The other assets primarily used by Seller in the conduct of the Business and to be included in the Purchased Assets set forth on Schedule 1.1(m) and all other assets and all rights, claims, causes of action, judgments and warranties (express or implied) in favor of Seller and/or Property Sellers that relate to ... | Label: Miscellaneous |
507b9522-e61f-44f0-a2dc-b39d7b967155 | Clause:
All notices, consents, determinations, requests, approvals, demands, reports, objections, directions and other communications required or permitted to be given under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) overnight DHL, FedEx, UPS or other similar courier service; or (c)... | Label: Notices |
a50e2fcd-895d-4e25-ad1f-04e6a6cc5ccf | Clause:
Each party to this letter agreement (i) may demand specific performance of this Agreement and (ii) hereby irrevocably waives any defense based on the adequacy of a remedy at law or the inappropriateness of specific performance as a remedy for breach of this letter agreement in any action that may be brought by ... | Label: Specific Performance |
f3511915-507c-4426-af45-1473fae06ebe | Clause:
Nothing in this Section 9 or elsewhere in this Agreement limits or restricts in any way whatsoever the unrestricted rights of each of Seller and its Affiliates to market or sell Products, other merchandise, or services by Digital Methods or the unrestricted rights of Buyer and its Affiliates to market or sell P... | Label: General |
aeaf3a71-eb56-4e32-ac56-d9b158d40252 | Clause:
To the best of the Company’s knowledge, except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, neither the Company nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it... | Label: Disclosures |
090e0646-f898-4633-b330-c3734c51dde5 | Clause:
The parties shall each cooperate with each other and use (and shall cause their respective subsidiaries to use) their respective commercially reasonable efforts to promptly take or cause to be taken all necessary actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement... | Label: Further Assurances |
fb426c95-f273-4719-a836-a7b553b1d254 | Clause:
The Company will use the proceeds from the sale of the Shares for research and development of CD101, the Company’s product candidate, furtherance of the Company’s Cloudbreak program and general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Use Of Proceeds |
372934a6-1082-4f71-a33d-a558f9480d42 | Clause:
EMPLOYEE shall remain entitled to indemnification to the extent set forth in Section 21 of the AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT of ZAIS Group, LLC, and in accordance with the Indemnification Agreement with ZAIS Financial Corp dated June 1, 2015, and the Indemnification Agreement with ZAIS Group ... | Label: Indemnifications |
51c4ec9c-dbb7-4dd5-b877-a255d8f550b7 | Clause:
There is no action, dispute, suit, litigation, hearing, inquiry, proceeding, arbitration or investigation pending or threatened against Seller or any of its properties, assets or rights, before any court, arbitrator or governmental authority, nor is there any judgment, decree, injunction, rule or order of any c... | Label: Litigations |
c4689087-1fd9-4454-bc4d-7aa810cfba2e | Clause:
No Grantor has consented to the filing of any financing statement or other public notice with respect to all or any part of the Collateral except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, or to evidence Permitted Encumbrances.
Task: Classify... | Label: Titles |
894ed8a3-fd3d-4845-af42-0f89b93c6dad | Clause:
Notwithstanding anything herein to the contrary, the Partnership is authorized to withhold from distributions and allocations to the Partners, and to pay over to any federal, state, local or foreign governmental authority any amounts believed in good faith to be required to be so withheld or paid over pursuant ... | Label: Withholdings |
11a84dac-a1c0-47e9-9a09-e7897f62697a | Clause:
There are no Liens of any nature whatsoever on any Collateral, except for Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations,... | Label: Liens |
b1cee569-15c1-4975-b5ed-f8b47170385b | Clause:
Lender hereby consents to (i) the change of name of Amsbra from Amsbra, Ltd. to Build-A-Bear Workshop UK Limited, (ii) the change of name of Build-A-Bear Workshop UK Holdings, Ltd. to Build-A-Bear UK Holdings Limited, (iii) the merger of Build-A-Bear Workshop UK Limited and Bear Factory, with Build-A-Bear Works... | Label: Consents |
2500b01b-3d06-4c42-a4bf-ab6ad88730a1 | Clause:
In addition to the compensation and benefits provided to Employee in Sections 2.1 through 2.4 hereof, Employee will be entitled to participate in other employee compensation and benefit plans from time to time established by Bio-Techne and made available generally to all employees of the hiring entity to the ex... | Label: Benefits |
44115a08-c7a8-46d1-b4e4-e3476123f70c | Clause:
The Plan and any and all provisions hereof may be repealed or amended by the affirmative vote of a majority of the Board of Directors at any meeting if the notice of such meetings sets forth the form of the proposal for such repeal or amendment or a summary thereof. No repeal or amendment of the Plan shall oper... | Label: Amendments |
9700bbf8-a097-4124-b11a-e38c823208c3 | Clause:
Each party hereby agrees, and agrees to cause its Affiliates, stockholders, members, and representatives, to keep (a) the terms of this Agreement and (b) any non-public, confidential or proprietary information of the other party confidential (collectively, the “Confidential Information”) and, without limiting i... | Label: Confidentiality |
92019666-34c0-42c0-ab41-78bf0f148409 | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by either party against the other concerning the transactions ... | Label: Governing Laws |
c11f7986-80e1-4bc1-8514-a5cd50ce2009 | Clause:
This Agreement and the Confidentiality and Proprietary Rights Agreement and the Retention Plan incorporated herein by reference together constitute the entire agreement between the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, disc... | Label: Entire Agreements |
e7976aab-608a-4b46-ba22-5ca6ce9fd038 | Clause:
To the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance with and governed by the laws of the State of Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Governing Laws |
696dcd84-287b-404c-b3d9-fb1e389598f0 | Clause:
A certification executed by Buyer regarding no brokers (other than Broker) being involved in connection with the purchase and sale transaction contemplated hereunder in such form as is customary in the State of Georgia and reasonably required by the Title Company.
Task: Classify this clause into ONE of these t... | Label: Brokers |
bbc1b3db-9ad8-4f25-87f8-b22a60be4313 | Clause:
The provisions of this Plan shall be construed and interpreted according to the laws of the State of Wisconsin, without regard to conflicts of laws principles, except as preempted by federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Governing Laws |
14a20ba1-579e-446e-b149-eb1af7e13aa0 | Clause:
Indemnification under this Section shall include, without limitation, reasonable and customary out-of-pocket fees and expenses of counsel and expenses of litigation. If the Issuer has made any indemnity payments pursuant to this Section and the recipient thereafter collects any of such amounts from others, the ... | Label: Expenses |
f13e1d3d-9a27-4f9c-9843-46687b6661a2 | Clause:
This Agreement may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format... | Label: Counterparts |
8fb5cfc0-38d3-4de0-9506-fcbd1a7a13ff | Clause:
If any provision of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavo... | Label: Severability |
6f2fbd3f-fa54-47f3-91cf-d5426310e7dc | Clause:
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to sp... | Label: Remedies |
e1404a93-caf7-45e7-a798-aefba1ce9531 | Clause:
You will receive an initial annual base salary of $390,000.00 (paid at a bi-weekly rate of $15,000.00). Your annual base salary is subject to adjustment by the Company from time to time and is payable in accordance with the Company’s customary payroll practices, as may be amended from time to time.
Task: Class... | Label: Base Salary |
fe2607c7-c12d-4175-9f5b-2f9511821c79 | 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 which is, and which certifies in writing to such Lender that it is, both a “qualified purchaser” (within the meaning of the Investment Company Act of 1940, as amended, an... | Label: Participations |
d9ae7c88-d4fa-4954-9db9-1484e51151c5 | Clause:
Form of payment for the Other Stock-Based Award shall be specified in the Award agreement, and may consist of cash, shares of Common Stock or a combination thereof as determined by the Committee in its sole discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Payments |
a485cb05-60f2-4642-9a91-ff426b5402fa | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. BBTR may not assign either this Agreement nor any of its rights, interests or obligations hereunder without the prior written approval of Blackbox.
Task: Classify this clause into... | Label: Assignments |
c03a39fb-a307-4425-a552-80b17e1b7f65 | Clause:
Each of the Borrowers owns or is licensed to use all Intellectual Property necessary to conduct all business (financial or otherwise) or operations as such business or operations are currently conducted. No claim has been asserted or is pending by any Person with respect to the use by the Borrowers of any such ... | Label: Intellectual Property |
f3341474-92ff-4266-bc2e-b0e221f30c38 | Clause:
This Employment Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to such State’s conflicts of laws provisions and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the St... | Label: Governing Laws |
c263bbde-902b-42a5-a976-39b65db3b82c | Clause:
Any notices, consents or other communications required to be sent or given hereunder by either of the Parties shall in every case be in writing and shall be deemed properly served if (i) delivered personally, (ii) sent by registered or certified mail, in all such cases with first class postage prepaid, return r... | Label: Notices |
12ffbb58-5961-4df9-a1e2-0a1b111d3630 | 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 |
5f08da23-b0cd-4a07-9413-855ff7dffeda | Clause:
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Guaranty must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is... | Label: Notices |
b08340d7-98d6-4502-833b-6dc6cb417aa2 | Clause:
This Agreement, including each attachment and any other exhibit or schedule hereto, constitutes and contains the entire understanding and agreement of the Parties respecting the subject matter of this Agreement and cancels and supersedes any and all prior or contemporaneous negotiations, correspondence, underst... | Label: Entire Agreements |
111aac58-4582-493f-b479-160a5bdfb9fb | Clause:
The Company and Principals may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least thirty (30) days from the date of such notice. In the event of such termination, the Company and Principals s... | Label: Terminations |
c0a5b13d-e6bb-4a05-9872-dd41073d9e31 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) ... | Label: Governing Laws |
55b00a55-908d-4b3c-9709-09d5a68e0abd | Clause:
The Administrative Agent and the International Collateral Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any International Loan Document by or through any truste... | Label: Duties |
5ae1de50-d152-472b-adc1-df52cfa2e8e6 | Clause:
Except as set forth in the SEC Reports, there is no Proceeding that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adve... | Label: Litigations |
b9af13b8-8e68-4e13-8e5b-e22a6af5d56b | Clause:
The Administrative Agent shall have received a Subsidiary Borrower Agreement duly executed by such Subsidiary Borrower substantially in the form of Exhibit I .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Counterparts |
a75d36ca-87c7-4dd8-b492-e2f70f78e9aa | Clause:
Except for injunctive relief as set forth herein, the parties agree that any dispute between the parties regarding this Agreement shall be submitted to binding arbitration in Orlando, Florida pursuant to the Darden dispute resolution program.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Arbitration |
52765544-d598-4dba-84c4-a17c01c87bba | Clause:
(i) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Issuer, threatened, against the Issuer before any Governmental Authority and (ii) the Issuer is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Auth... | Label: Litigations |
e845ee3d-9382-4fc4-973d-cef9b2a3efcd | Clause:
This Letter, the Severance Agreement, the Plan, the award agreements for the equity awards described herein, and the Company’s “clawback” policies set forth the complete and exclusive agreement between you and the Company with regard to your service as CEO with the Company and supersedes any prior representatio... | Label: Entire Agreements |
0b97ae9f-93bb-4d05-b34f-d3a2f3af7306 | Clause:
The Borrower shall pay all reasonable out-of-pocket expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including the reasonable fees, disbursements and other charges... | Label: Expenses |
b3c4e98d-e1b3-44d4-8403-faf2caa71717 | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments of interest in respect of the Assigned Interest (excluding payments of principal) to the Assignor for amounts which have accrued but are unpaid to but excluding the Effective Date. No interest shall accrue with respect to the A... | Label: Payments |
faf899d6-4ad8-4db6-b773-09fba736bca5 | Clause:
(a) This Agreement shall continue in effect until May 1 st , 2018 (the “Initial Termination Date”). If this Agreement is not terminated on the Initial Termination Date, as provided for herein, then, this Agreement shall automatically renew for an additional one-year period and shall continue to renew for additi... | Label: Terms |
c93c9d51-a809-4919-99d6-0f3aafee7eda | Clause:
For purposes of the ICP payment it is defined as earnings paid in the plan year, excluding bonuses and any other compensation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Base Salary |
4fc0193a-f818-4fce-bd81-dc02109844f4 | Clause:
Subject to the provisions of this Section 11.3 , this Agreement shall be binding upon and inure to the benefit of Administrative Agent, the Lenders and Borrower and their respective successors and permitted assigns, provided that neither Borrower nor any other Borrower Party shall, without the prior written con... | Label: Binding Effects |
336d03ce-a177-47cd-98ac-d963693e1f6d | Clause:
To the extent that any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.
Task: Classify this clause into ONE of these types (exactly on... | Label: Severability |
946eadea-3384-4928-8a8b-2b3dd1a86789 | Clause:
The validity, construction, interpretation and effect of the Grant Letters and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.
Task: Classify this clause into ONE... | Label: Governing Laws |
63a7b080-caec-4822-a08d-8b9ac96c43b1 | Clause:
All amounts due under this Section shall be payable not later than fifteen (15) Business Days after written demand therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Payments |
9330753f-bf95-4da4-af89-2956b4dd3433 | Clause:
The representations and warranties of Seller in Section 4.1 shall be true and correct as of Closing Date (except to the extent expressly made as of a specific date, in which case such representations and warranties shall be true and correct as of such date) (without giving effect to any qualifier as to “materia... | Label: Warranties |
d06398ac-3fca-4747-90da-86a0763dc574 | Clause:
There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened in writing with respect to any Credit Party or any of their respective Restricted Subsidiaries or against any of their respective properties (i) that have had, or would reasonably be expected to have, a Material ... | Label: Litigations |
c4261456-5fe4-4951-8482-f82c03c7daac | Clause:
The effective date of this amendment and restatement of the Plan is April 4, 2017. The original effective date of the Plan is December 1, 2004.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Effective Dates |
28b43ee5-7aae-4a99-8cd8-fc0b064ecff6 | Clause:
The headings and captions herein are provided for reference and convenience only, and shall not be considered part of the SSP, and shall not be employed in the construction of the SSP.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Headings |
47d801eb-91fb-423e-bef1-2f2c543d0cac | Clause:
The Company and each Subsidiary will comply with all laws, including all orders of any Governmental Authority and Anti-Corruption Laws and applicable Sanctions, applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a ... | Label: Compliance With Laws |
5972898c-22ab-4727-91ca-674e638d42e3 | Clause:
Each Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Estate necessary or used in the ordinary conduct of its business (other than minor defects in title as could not, individually or in the aggregate, reasonably be expected to have a ... | Label: Liens |
27a65891-e18f-4171-850b-3b9ae3bd86f4 | Clause:
All covenants, representations and warranties made in this Agreement shall continue in full force and effect so long as any obligations hereunder or commitment to fund remain outstanding. The obligations of Borrower to indemnify Lender with respect to the expenses, damages, losses, costs and liabilities describ... | Label: Survival |
de9b99fe-e100-4b0b-bd8e-e34ddf967f9e | Clause:
The Company shall pay Employee, and Employee agrees to accept from the Company as payment for his services to the Company, a base salary at the rate of $725,000 per year (“Base Salary”), payable in equal semi-monthly installments or at such other time or times as Employee and the Company shall agree, provided t... | Label: Base Salary |
4d375e78-e1c5-4a8f-acd7-7e5ff532257f | Clause:
This Agreement, and any terms hereof, may not be amended, supplemented or modified except in an instrument in writing executed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Amendments |
b18dd7c1-251d-427e-a4ab-53bcf2a89804 | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Governing Laws |
9bb2ffce-5609-43db-950e-174c4ccdccd5 | Clause:
A Participant’s interest in the Company Stock Fund shall be expressed in whole and fractional notional units of the Company Stock Fund. The Company Stock Fund shall track an investment in Company Stock in the same manner as the 401(k) Plan’s company stock fund. Accordingly, the value of a unit in the Plan’s Com... | Label: General |
a8b375a4-9040-44ba-b6a7-0f4ffc9b85f6 | Clause:
In consideration of Executive’s performance of the responsibilities and duties set forth in this Agreement, Executive shall receive an annual base salary of $575,500 per year (“ Base Salary ”). Such Base Salary will be payable in accordance with the customary payroll practices of the Bank. During the term of th... | Label: Base Salary |
565551bb-7da5-48b3-bb0a-5d58a8f41001 | Clause:
The validity, interpretation, and performance of thi s Agreemen t will be governed by the laws of the State o f Delawa re, without reference to the choice of law principles or rules thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Governing Laws |
d06068bd-0fe6-46bd-981a-1acbec325435 | Clause:
The Executive's obligations under this paragraph 7 shall remain in full force and effect notwithstanding the termination of his employment. The Executive acknowledges that he is sophisticated in business, and that the restrictions and remedies set forth in this paragraph 7 do not create an undue hardship on him... | Label: Representations |
0306b014-a61c-4405-a77c-550b7a98f6fe | Clause:
Employee agrees to comply with the “SilverBow Resources, Inc. Conflict of Interest Policy” (as amended from time to time, including any successor policy) furnished to Employee by the Company. Promptly (and in any event, within three business days) upon becoming aware of (a) any actual or potential Conflict of I... | Label: Disclosures |
2d5cc87c-0fe7-4c86-bf4b-8c2f29d7d2ea | Clause:
The Executive will have such powers and duties as may from time to time be prescribed by the Company’s Chief Executive Officer or another designated Company executive. The Executive shall devote her full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Exe... | Label: Duties |
67b6b2f1-4487-41cc-b2f3-ca8e2eda79e0 | Clause:
The term of this Agreement (the “ Term ”) shall commence on the A&R Effective Date and, notwithstanding any other provision of this Agreement, unless sooner terminated by mutual agreement or pursuant to any other provision of this Agreement, this Agreement shall expire on a country-by-country basis and on a Spa... | Label: Terms |
b62e8b83-523f-4801-8fa5-621ba1ec22ef | Clause:
The Company may hold an initial closing (“ Initial Closing ”) at any time after the receipt of accepted subscriptions from qualified investors prior to the Termination Date. After the Initial Closing, subsequent closings may take place at any time prior to the Termination Date as determined by the Company, with... | Label: Closings |
840875dd-fccf-441f-ba63-44a1f2954553 | Clause:
The Parties to this Agreement agree that irreparable damages will arise if the Parties fail to comply with or violate certain provisions of this Agreement on the basis of specific terms. Accordingly, the Parties agree that, subject to Article 11.11 hereof, (i) prior to Closing, the Purchaser shall have the righ... | Label: Specific Performance |
36ce49c3-4a24-4b74-bae7-edb67223b9bb | Clause:
The Committee reserves the right to terminate the Plan in whole or in part at any time, without the consent of any person granted any rights under the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Terminations |
dd1f8494-b51e-46ad-8413-9830c43c65db | Clause:
Seller has filed or caused to be filed all tax returns it is required to file and that that would be delinquent if they had not been filed on or before the date hereof and has paid all taxes shown to be due and payable on or before the date hereof on such returns or on any assessments made against it or any of ... | Label: Taxes |
feac54bf-ed4b-4588-b500-6162236fa717 | Clause:
At the time of exercise and as a condition thereto, or at such other time as the amount of such obligation becomes determinable, the optionee shall remit to the Company in cash all applicable federal and state withholding and employment taxes. Such obligation to remit may be satisfied, if authorized by the Admi... | Label: Withholdings |
eb95fb93-2bb8-45ef-8cd6-182b5cd06039 | Clause:
After giving effect to the transactions contemplated hereby, at the time of each making of a Loan, and of each issuance, amendment, renewal or extension of any Letter of Credit, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance o... | Label: Solvency |
66dbb729-504d-4eef-88fb-12f0da2dbd07 | Clause:
Borrower and each of its Subsidiaries has filed all federal, state and local tax returns and other reports that it is required by law to file, and has paid, or made provision for the payment of, all Taxes upon it, its income and its Properties that are due and payable, except to the extent being Properly Contes... | Label: Taxes |
e0218423-6560-467a-8c17-87ba56112a3c | Clause:
This Fifth Amendment is a Loan Document. This Fifth Amendment may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Fifth... | Label: Counterparts |
8a36ba4f-ad47-443e-b91b-a7e2a0017caf | Clause:
The headings in this Agreement arc for reference only and shall not affect the interpretation 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, Assigns, Auth... | Label: Headings |
33e6fa24-e025-4c4f-ac34-4ca710653920 | Clause:
With the exception of Base Rate Loans, interest on Loans and commitment and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. With respect to Base Rate Loans, interest shall be computed on the bas... | Label: Fees |
6ae545cf-dff6-435e-adb5-68d17acd9792 | Clause:
(a) OUTFRONT shall employ Executive, and Executive hereby accepts employment as OUTFRONT’s Executive Vice President, Chief Human Resources Officer from the Effective Date until one of the events stated in paragraph 1(b) occurs. The period during which Executive is employed by OUTFRONT shall be referred to herei... | Label: Terms |
1987411c-f426-43e2-945f-0ee86cfd3135 | Clause:
Neither the execution of this Agreement by the Company, nor the issuance, offering or sale of the Placement Shares, nor the consummation by the Company of any of the transactions contemplated herein, nor the compliance by the Company with the terms and provisions hereof will conflict with, or will result in a b... | Label: No Conflicts |
2a45445a-8056-4286-947d-0c2134c00ecf | Clause:
The Company will withhold from any Severance Benefit and Retention Incentive all federal, state, local and other taxes required to be withheld therefrom and any other required payroll deductions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Withholdings |
f47c158c-795d-447e-bfe1-b8bc656121c3 | Clause:
This Agreement: (a) shall be binding upon the legal successors of the Members, (b) shall be governed by and construed in accordance with the laws of the State of Delaware and (c) contains the entire agreement as to the subject matter hereof. The waiver of any of the provisions, terms, or conditions contained in... | Label: General |
c337889b-6f7b-481d-9ff8-6ea85528fe40 | Clause:
For the avoidance of doubt, the provisions of this Article XII shall survive the completion of the respective services rendered under, or any termination or purported termination of, this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Survival |
0cfcd1d6-2ea4-4b6b-aec4-af01f0080a37 | Clause:
This Agreement constitutes the entire understanding and agreement between the Company and Broker with respect to the subject matter hereof and supersedes all prior understanding or agreements between the parties with respect thereto, whether oral or written, express or implied. Any amendments or modifications m... | Label: Miscellaneous |
c3606b1d-63cb-40e4-9056-1fa0e8baccd1 | Clause:
Notwithstanding Section 3.1(aa) hereof, nothing in this Agreement shall prohibit the Company from using up to 20% of the proceeds derived from the transactions contemplated herein to service existing Indebtedness of the Company; provided however , that the Company acknowledges and agrees that any Indebtedness o... | Label: Use Of Proceeds |
6012cbf0-6131-478c-affd-c377dd0fffa5 | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for the Borrower’s account or the account of a Subsidiary of the Borrower in a form reasonably acceptable to the Issuing Bank, at any time, and from time to time, during the Initial Term Loan Commitm... | Label: General |
124e0359-32fd-4a51-8b64-acd7963fe42e | Clause:
Notwithstanding any provision of the Plan, with respect to any Performance Award that is intended to qualify as Performance-Based Compensation, the Committee may adjust downwards, but not upwards, the number of shares payable pursuant to such Award, and the Committee may not waive the achievement of the applica... | Label: Adjustments |
eae68505-8678-48f2-be18-64152c334941 | Clause:
This Agreement and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of California without resort to that State’s conflict-of-laws rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Governing Laws |
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