id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
8f09e502-c7f3-4ad0-9755-fc9123e0d942 | Clause:
The sections and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Headings |
c3d635bb-079a-4c23-99a6-c744c2702540 | Clause:
As a condition to delivery of the Shares in respect of vested and earned RSUs, Section 15(d) of the Plan requires Participant to make provisions satisfactory to the Company for payment of, any federal, state or local taxes and other statutory obligations (including, but not limited to, Participant’s FICA and SD... | Label: Tax Withholdings |
276b0b90-7b54-4621-958f-c0c53f8d110e | Clause:
All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email communication) and shall be personally delivered or sent by express mail or nationally recognized overnight courier or by certified mail, first class postage prepaid, o... | Label: Notices |
9710bad9-755e-4c35-b25e-be712872d090 | Clause:
This Agreement shall be interpreted, governed by, and construed in accordance with, the laws of the State of Texas without regard to principles of conflict of laws, except to the extent that it implicates mandatory provisions of the General Corporation Law of the State of Delaware, which matters shall be govern... | Label: Governing Laws |
cb26e793-c0b9-47a4-9957-ef4d009e2e22 | Clause:
In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself, each of its Subsidiaries and each of their respective successors, assigns, and other legal re... | Label: Releases |
bed664a9-ac45-401c-909f-0ac96f148a02 | Clause:
No provision of this Release may be modified, changed, waived or discharged unless such waiver, modification, change or discharge is agreed to in writing and signed by the Company and the Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Amendments |
ecab49b3-6406-49fb-be99-5a56c278e335 | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement, as applied to any party or to any circumstance, shall be found by a court or arbitrator to be invalid or unenforceable under applicable... | Label: Severability |
9e72ce02-1014-4215-8c52-35cdd82a6bb2 | Clause:
Schedule 6.21(a) sets forth, as of the date hereof, all of the Subsidiaries of REIT, the form and jurisdiction of organization of each of the Subsidiaries, and the owners of the direct and indirect ownership interests therein. Schedule 6.21(b) sets forth, as of the date hereof, all of the Unconsolidated Affilia... | Label: Subsidiaries |
a4922425-469f-4ee0-919e-10a37e99a946 | Clause:
This Agreement may be terminated by the Purchaser, as to the Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the First Closing has not been consummated on or before November 27, 20... | Label: Terminations |
ca68f9aa-d087-43b3-a06a-37323f86a837 | Clause:
The Company hereby represents and warrants that it has not hired, retained or dealt with any broker, finder, consultant, person, firm or corporation other than Carter Terry & Company (“Broker”) in connection with the negotiation, execution or delivery of this Agreement or the transactions contemplated hereunder... | Label: Brokers |
3557967b-440f-4da6-945a-d75ca66a8c0a | Clause:
No Loan Party shall sell or transfer to a Person any Property, whether now owned or hereafter acquired, if at the time or thereafter the Borrower or a Restricted Subsidiary shall lease as lessee such Property or any part thereof or other Property which the Borrower or a Restricted Subsidiary intends to use for ... | Label: Sales |
be805c78-84cc-4b18-962a-7f8d7f0fe045 | Clause:
The Company is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to perform its ob... | Label: Organizations |
d6e785fe-1a16-4aac-8c56-b4ce48579db6 | Clause:
This Agreement and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the internal laws, and not the law of conflicts, of the State of Arizona.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Governing Laws |
a73f2946-7a97-4e59-ab16-8e0481486311 | Clause:
Any provision of any Loan Document that is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Loan Document or affecting the validity or enfo... | Label: Severability |
c86f90c5-7560-4041-8d4a-055883e91bda | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents and the Supplemental Disclosure, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any informatio... | Label: Disclosures |
f9948a8a-7b41-4cf4-987d-c777920d2b03 | Clause:
This Agreement shall be deemed executed in the State of Wisconsin and is to be governed by and construed under Wisconsin law, without regard to its choice of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Governing Laws |
1f0d479a-351a-48c1-a720-5f451c68693b | Clause:
Section 2.17 of the Seller Disclosure Schedule sets forth a list of all pending or, to Seller’s Knowledge, threatened in writing Proceedings against any Acquired Entity or any of their respective properties or assets. There is no Proceeding pending, or to Seller’s Knowledge, threatened in writing against Seller... | Label: Litigations |
d8de03b2-2d45-4048-b2f9-64965f4fbf2d | Clause:
This Amendment may be executed in multiple counterparts, all of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document. Signatures provided by facsimile transmission shall be deemed to be original signatures.
Task: Classify this clause into ... | Label: Counterparts |
e293bbfe-6996-4040-af16-0468bd7de926 | Clause:
This Agreement has been duly executed and delivered by INTX and constitutes the valid and binding obligations of INTX enforceable in accordance with its terms, except as the enforceability thereof may be subject to bankruptcy, insolvency, moratorium and other laws affecting the rights and remedies of creditors ... | Label: Authority |
672624ad-d03b-49c3-815d-b92b3646a186 | Clause:
Subject to satisfaction of the conditions in Section 5 , the closing of the granting of the License Grant for the Term under this Agreement (the “ Closing ”) shall occur at a place mutually acceptable to Licensor and Licensee on October 17, 2017, or such other date that is mutually acceptable to Licensor and Li... | Label: Closings |
427f58d3-8602-4740-bc30-9ecd622ed0e0 | Clause:
The proceeds of (a) the Closing Date Term Loans, together with the proceeds of the Equity Contribution, the Bridge Loans and any Revolving Loans drawn on the Closing Date (to the extent permitted under this Agreement) and cash on hand, will be used (i) to fund the Closing Date Refinancing, together with any pre... | Label: Use Of Proceeds |
900acaad-ce81-4351-8328-0030ac26b7ce | Clause:
In the event Executive is made, or threatened to be made, a party to any legal action or proceeding, by reason of the fact that Executive is or was an employee, director or officer of the Company or serves or served any other entity in any capacity at the Company’s request, Executive shall be indemnified by the... | Label: Indemnifications |
0b816e4d-4e05-4448-bad3-71fafa49f826 | Clause:
Any issue related to the formation, execution, performance, and interpretation of this Agreement shall be governed by the laws of the State of Georgia.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Governing Laws |
6670dc0d-211d-4cb9-bae6-aa1a7f88aa4b | Clause:
This Agreement, together with the Exhibits and Terminal Service Orders and the other agreements executed or to be executed in connection with the transactions contemplated by the Contribution Agreement, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all... | Label: Entire Agreements |
44e38693-a051-4151-bef1-4a1b42d92721 | Clause:
Each of the Lenders and the Issuing Banks hereby irrevocably appoints Morgan Stanley (and any successor Administrative Agent appointed as provided herein), to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes such Agents to take su... | Label: Authority |
ffe2e03c-6199-49bc-b859-8a3b86bed2fb | Clause:
Unless otherwise provided in this Agreement, all notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this Agreement, or sent by facsimile to the fax numbers listed on the signature pa... | Label: Notices |
54714755-77ce-4015-8a77-9caafe3ca3b9 | Clause:
Each of the parties hereto agrees to execute and deliver any and all further agreements, documents or instruments necessary or convenient to effectuate this Agreement and the transactions referred to herein or contemplated hereby or reasonably requested by the other party to perfect or evidence his, hers or its... | Label: Further Assurances |
d8a1e4ec-4ebb-442e-ad1b-0da3276dacde | Clause:
The termination of this Agreement shall not affect Lenders’ rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations hav... | Label: Terminations |
8387b661-21a0-41ec-a0ea-6f2730f8e623 | Clause:
The Company shall have the right to assign its rights and obligations under this Annex A without my consent. I acknowledge that I may not assign my obligations herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Assignments |
6d08e5ca-b4fe-4c03-b4c6-3a814f462fac | Clause:
This Agreement may be executed by one or more of the parties thereto on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Any signature page delivered by telecopy m... | Label: Counterparts |
f184123c-abef-433c-bfea-130a7cb7daef | Clause:
Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer m... | Label: Insurances |
83e74a36-9e14-4608-8525-34a3fb0b5f57 | Clause:
The execution, delivery and performance by the Company of this Agreement, and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice... | Label: No Conflicts |
2afbda9b-95db-46d8-9c9b-c0d45143407a | Clause:
This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the laws of the State of Delaware without regard to choice of l... | Label: Governing Laws |
c79c453c-26eb-4719-ad5e-da10574833e5 | Clause:
All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day ye... | Label: Fees |
f8e044a5-7ad4-426d-8d32-48313fdbe740 | Clause:
The Borrower at its sole expense will, and will cause each Subsidiary to, promptly execute and deliver to the Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covena... | Label: Further Assurances |
8ca8467c-1443-4fe4-acab-2f42d8ef627d | Clause:
Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, and sufficient shares are reserved for issuance upon conversion of the Note (as required by the Note and transfer agent share reserve letter). All of such outstanding shares of capital sto... | Label: Capitalization |
d7b5b888-9f58-4061-af0c-c1f86489db0e | Clause:
The Performance Units subject to this Performance Award shall vest only upon the achievement of all or a portion of certain Performance Objectives, which must be achieved during the Performance Period. The Performance Objectives and the extent to which achievement of all or a portion of the Performance Objectiv... | Label: Vesting |
ba60f9ca-aa01-4822-bf7c-488268918cfc | Clause:
The Company has all requisite corporate power and authority to enter into and deliver this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and the Transaction Documents by the Company and the ... | Label: Authority |
1a13efaf-b364-4804-84db-f986222054f0 | Clause:
The rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, ... | Label: Assignments |
1c53bc0b-b043-4e71-bd09-f78877077cf0 | Clause:
Provided that on the date of your death you are still employed by the Corporation and your rights in respect of your Award have not been previously terminated, any then unvested outstanding Award shall immediately vest and be paid to the representative of your estate promptly after your death.
Task: Classify t... | Label: Death |
610699b2-154a-48f5-ad33-a75e8faaa442 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 400,000,000 shares of Common Stock, of which approximately 50,969,150 shares are issued and outstanding; and (ii) 100,000,000 shares of preferred stock, of which approximately 0 are issued and outstanding. Except as disclosed in... | Label: Capitalization |
53d8c8c9-0be7-4672-81ce-a3fa5842dbe5 | Clause:
The Parties intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable, and this Agreement shall be construed and... | Label: Severability |
332a347c-4282-4ea9-9058-fd0851a814c7 | Clause:
(i) All federal and material state, local and other tax returns required to have been filed with respect to each Loan Party and each Subsidiary of each Loan Party have been filed, or extensions have been made, and (ii) payment or adequate provision has been made for the payment of all taxes, fees, assessments a... | Label: Taxes |
93d0a20b-deaf-41bc-a103-2758d1898987 | Clause:
The headings of the Sections and the Table of Contents have been inserted for convenience of reference only and shall not be deemed to constitute a part of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Headings |
6193f894-6f8b-41a7-8791-f4286f9ecd97 | Clause:
Colleague affirms and warrants that Colleague is not a Medicare beneficiary and is not currently receiving, has not received in the past, is not eligible for, and has not applied for or sought benefits from Medicare. Colleague agrees to indemnify and hold Energizer harmless for any penalties or liability, inclu... | Label: Indemnifications |
723433fe-1d04-42d9-b456-f9a554d8b7b2 | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attac... | Label: Notices |
bd07d7f9-7c5b-4cad-920e-e5a251260b2f | Clause:
Except as provided in any signed written agreement contemporaneously or hereafter executed by the Company and Executive, this Agreement (i) constitutes the entire agreement of the parties with regard to the subject matter hereof, (ii) supersedes all prior agreements, arrangements, and understandings, written or... | Label: Entire Agreements |
7d5cb6e2-3962-42e8-84c6-bdfe8051a30d | Clause:
This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Counterparts |
4e02aa51-e902-4ab4-96a9-3ec8b95b88a0 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile, or e-mail of a PDF or similar electronic format signature.
Task: Classify th... | Label: Counterparts |
d705d4ac-39e6-4c34-addd-c5c7bede4f23 | Clause:
Each Transaction Document to which the Transferor is a party constitutes the legal, valid and binding obligation of the Transferor, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally.
Ta... | Label: Binding Effects |
3f3c3ea3-d336-4fb3-80c3-0b693ff55b83 | Clause:
No default or Event of Default exists under or with respect to any Loan Document.
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 Sal... | Label: No Defaults |
ce58d266-2df8-41a5-bdb6-f7088b7b9b56 | Clause:
The Company and its successors and/or assigns, will indemnify and defend Executive to the fullest extent permitted by applicable law and the Articles of Incorporation and By-Laws of the Company with respect to any claims that may be brought against Executive arising out of any action taken or not taken in the E... | Label: Indemnifications |
b32a3322-6f40-4186-a1fd-f11341caa602 | Clause:
The conveyance and assignment herein shall be deemed effective as of the date hereof.
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... | Label: Assignments |
45be8a3f-6da4-45b0-9401-917a3ce1d377 | Clause:
This Incremental Amendment No. 3 may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic means (including “.pdf” or “.tif” format) of an executed counterpart of a si... | Label: Counterparts |
664d4c76-f2d5-448e-90c2-ad85c859675b | Clause:
The Notice may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile, and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Counterparts |
b84b05bf-51f1-46e5-b097-95fc5104dbf0 | Clause:
In furtherance of and in addition to the assignment made by Mortgagor in Section 2.1 , Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases (but only to the extent permitted under such Leases), whether now e... | Label: Assignments |
7f398086-f149-4530-a5b6-9806d12ad90b | Clause:
The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Headings |
3a57e12f-430a-4b17-8feb-6e063648e80a | Clause:
Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrum... | Label: Interpretations |
d2dd73e1-8776-4720-a291-19b037eb0d25 | Clause:
Subject to the terms and conditions of this Agreement (including, without limitation, the satisfaction (or waiver) of the conditions set forth in Sections 7.1 and 7.2 below), the Company and the Noteholder hereby agree that, subject to the prior receipt by the Company of consents from the Required Holders appro... | Label: Amendments |
c8c3ac15-2625-4128-b7ba-eb633c77fd92 | Clause:
This Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. Executed signature pages to this Agreement may be transmitted electronically by “pdf” file and such pdf... | Label: Counterparts |
d2c5de33-48e3-46e0-a7e4-3e03aaba2014 | Clause:
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction sha... | Label: Severability |
11b1faef-4bbf-470a-8eb5-bdce17114fd0 | Clause:
During your employment and thereafter, the Company shall indemnify and hold you and your heirs and representatives harmless, to the maximum extent permitted or required by the laws of the State of Delaware in effect on the date of this Agreement or as such laws may from time to time hereafter be amended to incr... | Label: Indemnifications |
42fd2bd6-84c4-401b-838c-2aac0cb3f29c | Clause:
The parties and their respective counsel have negotiated this Agreement. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Construction |
f2847ea9-01e0-4777-9dfd-b0ada7aa18f9 | Clause:
Buyer is legally, financially and otherwise qualified to be the licensee of, acquire, own and operate the Stations under this Agreement and the Stations under the Midwest/DLC APA under applicable law, including without limitation the Communications Act and the rules, regulations and policies of the FCC. There a... | Label: Qualifications |
e5ecf29b-749b-476b-87e1-c51a0610ce97 | Clause:
To the knowledge of the Company, the Company has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law to file su... | Label: Financial Statements |
7d4e421e-3cde-47a1-8680-323babd1afdb | Clause:
The validity, interpretation, construction and performance of this agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Governing Laws |
86861b61-1fa1-4b4f-a010-bf07302f220e | Clause:
This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then vested, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for... | Label: Death |
50dec250-851f-439a-ab94-bacb6554e3ee | Clause:
Except as may otherwise be provided herein, the RSUs shall vest on the first anniversary of the Grant Date, subject to Participant not having incurred a Termination of Employment as of the applicable vesting date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: General |
c5375385-2837-42ed-ac61-e5c611e824f6 | Clause:
NRG has all requisite power to execute and deliver to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Collateral Documents. The execution and delivery by NRG and the performance by NRG of its obligations under, and the consummation by NRG of the transact... | Label: Authority |
afb97ea8-15a3-4b93-b13f-2fe038f99180 | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. This Agreement may be amended only in a writing that is executed by each of the parties ... | Label: Entire Agreements |
881e6b6a-4e33-401b-a8d9-a5649bc4d2b3 | Clause:
On the terms and subject to the conditions set forth herein, the Corporation agrees to continue to employ the Executive as its Chief Strategy and Growth Officer and Chief Marketing Officer for the Term of Employment (as defined in Section 2 ). The Executive does hereby accept and agree to such employment, on th... | Label: Positions |
6d555461-26f7-4d70-996c-3ca4cf40fd71 | Clause:
Borrower consents to the Lender taking any and all steps that Lender deems reasonably necessary to ensure that Lender has obtained a valid and perfected security interest in the Collateral. Accordingly, Borrower consents to having Lender file any liens, financing statements, or any other documentation, as requi... | Label: Consents |
800d533f-156e-4e2d-a947-70b33b265c62 | Clause:
This Agreement shall be binding upon the Executive and on the Company and its successors and assigns. This Agreement shall be freely assignable by the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Binding Effects |
25693c94-7f55-460e-819f-c384dc48a427 | Clause:
Except as set for in Schedule 7 attached hereto and made a part hereof, Schedule 7 of the Prior Perfection Certificate sets forth all the patents, patent rights, patent applications, copyrights and copyright applications, trademarks, trademark rights, patent licenses, copyright licenses and trademark licenses n... | Label: Intellectual Property |
1165ef50-a82f-42a1-b65b-5db5ed17ea53 | Clause:
Neither the execution, delivery nor performance of any of the Transaction Documents, nor the consummation by Purchaser of the transactions contemplated by the Transaction Documents will result in any violation of, be in conflict with, cause any acceleration or any increased payments under, or constitute a defau... | Label: No Conflicts |
b75ce72e-5b3c-4a12-8852-afef3387a92d | Clause:
This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of Sellers or Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Amendments |
5dfdd753-c37b-400a-9aff-34d2efe0a9a9 | Clause:
The Employer shall be permitted to withhold from any payment to the Employee or his beneficiary hereunder all federal, state or other taxes which may be required with respect to such payment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Withholdings |
cb0c0af5-f82c-4e89-8611-a04f9e57b61a | Clause:
Except as set forth on Schedule 7.11 hereto, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise deal with, any Affiliate, except (i) transactions which do not exceed the Materiality Threshold, individually or collectively, (ii) other tr... | Label: Transactions With Affiliates |
1a4a3d35-8c3a-447d-afa8-f1689f16aaa6 | Clause:
At all times while Executive is serving as an officer and/or director of the Company, the Company will procure and maintain directors and officers liability insurance in amounts and durations determined by the Board. Such insurance shall designation Executive as a named insured and shall provide Executive with ... | Label: Insurances |
c6f02cbb-53e2-4095-a5eb-2c900f8ef4ce | Clause:
If the Participant’s employment with the Company and its Affiliates terminates because of death at a time when the Participant could not have been terminated for Cause, then, effective as of the date the Company determines the Participant’s employment terminated due to death (provided such determination is made... | Label: Death |
e9964dd0-7be0-4056-8f8d-cce90efe007a | Clause:
To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 11.5 to be paid by it to any Agent Related Party (or any sub-agent thereof), each Lender severally agrees to pay to such Agent Related Party (or any such sub- agent thereof) such Lender’s Aggregate Exposur... | Label: Indemnifications |
c2020575-bae4-47af-b537-7f5d07faa05f | Clause:
During the Employment Period, the Executive shall receive an annual base salary at the rate of $383,398 (the “ Annual Base Salary ”), subject to applicable income tax and other legally required withholding and any deductions that the Executive voluntarily authorizes in writing. The Executive’s Annual Base Sala... | Label: Base Salary |
9b2b7a23-e022-498d-a9bc-4fcd3c948c5e | Clause:
The Company shall by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the filing of such Current R... | Label: Publicity |
d7decdfb-b5b0-4450-917f-f463a057f048 | Clause:
Each of the Borrowers, the other Loan Parties and the Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be ex... | Label: Compliance With Laws |
43aa709f-8f1b-46ba-96bd-c33ddcff2fe9 | Clause:
This Agreement may be executed in any number of counterparts (including by .pdf file exchanged via email or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exac... | Label: Counterparts |
7664597b-99a5-455c-92b3-3187babb8c2c | Clause:
Mortgagee or its representatives shall have the right to examine and make copies of all books and records and all supporting vouchers and data related to the Secured Property. Such examination may occur at the Secured Property or at Mortgagor’s principal place of business and shall be at Mortgagor’s sole cost a... | Label: Records |
fec3cd9a-6ae0-40b3-b2db-170c4e15cad4 | 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, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person, a Defaulting Lend... | Label: Participations |
7d9c2bfb-b3b5-4f01-86c6-7d9b25f1ab9f | Clause:
Except as is contemplated by Paragraph 16(b), if any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if th... | Label: Severability |
70b8e2c0-ec5a-4b1a-8334-42e76f1d7a15 | Clause:
This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Counterparts |
29c0ad8e-9b11-4a31-a40e-6ffde9bba1d6 | Clause:
Executive shall perform such duties as are customarily performed by a Chief Financial Officer, and such other duties and responsibilities that may be assigned to him by the Chief Executive Officer ("CEO") and/or the Board of Directors, including, without limitation any duties assigned to him by the Board of Dir... | Label: Duties |
e4b9311a-b1a9-42fb-950e-cbe842fa6240 | Clause:
(a) (i) The summary condensed consolidated financial information of CGIH (a) as of and for the fiscal year ended, January 31, 2016, and (ii) as of and for the three months ended October 29, 2016, which in each case has been derived from consolidating schedules to Claire’s Stores’ consolidated financial statemen... | Label: Financial Statements |
fa0404ee-4130-49fa-a817-0a397966870d | Clause:
THE COMPANY AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELA... | Label: Submission To Jurisdiction |
35b32863-d70f-4460-bc7e-a0e26293ce63 | Clause:
Each of the Company and its Designated Subsidiaries is in compliance with all Laws (including applicable Anti-Corruption Laws, applicable Sanctions and any Environmental Laws) and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the agg... | Label: Compliance With Laws |
7f01ce8b-6c8d-4671-8c3c-5fbcd5adf3d9 | Clause:
Subject to the terms and conditions hereof, the Purchaser agrees to purchase from the Company, and the Company agrees to issue, sell, transfer and convey to the Purchaser [_____] Shares (" Total Shares "), at a price per share equal to [______] (the " Price per Share ") for an aggregate purchase price equal to ... | Label: Sales |
29607a3f-424c-41e6-a771-648dcf4bdecc | Clause:
Subject to Section 8 above, (i) in any suit, action or proceeding seeking to enforce any provision of this Agreement or for purposes of resolving any dispute arising out of or related to this Agreement (including Sections 11 and 12 or the transactions contemplated by this Agreement), the Company and the Executi... | Label: Jurisdictions |
7e54a571-8c3f-4ca1-b686-a5ac89382663 | Clause:
All notices concerning this Agreement, other than the day-to-day communications between the Parties, shall be in writing and shall be sent to the relevant address set forth below. The Parties may designate other addressees or addresses by notice to the other Party. A notice shall be deemed effective (a) when gi... | Label: Notices |
db67cb9a-d280-4535-bd4b-5d01682f261b | Clause:
All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the 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, Author... | Label: Definitions |
11bf9920-c361-4798-af8e-c386a159a697 | Clause:
All of the terms of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against Buyer and Seller, and their respective heirs, personal representatives, successors, and permitted assigns. The representations and warranties of the parties shall survive the execution of this Ag... | Label: Miscellaneous |
dd282ca0-d01d-490c-8e9f-b23c68576b07 | Clause:
THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEAL... | Label: Waiver Of Jury Trials |
0e978d70-a46a-4452-aafd-44f15963c9bc | Clause:
Except for the Transaction Documents or pursuant to an agreement between a member of the Company Group and Seller or an Affiliate of Seller that is disclosed in Section 3.15 of the Disclosure Schedule, as of the Closing, there are no Contracts, agreements, arrangements or business relationships between or among... | Label: Transactions With Affiliates |
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