id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
454d56f2-6941-49c0-963b-65414c1e0191 | Clause:
The covenants and agreements of the Consultant contained Sections 4, 5, 7, 8, 9, 12, and 13 above shall survive the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Survival |
68cf5cc9-c5aa-4273-8e73-b6dc5f3d55a1 | Clause:
Except as otherwise set forth in the Merger Agreement, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such Expense, whether or not the transactions contemplated hereby are consummated.
Task: Classify this clause into ONE of ... | Label: Expenses |
19cf0faf-5d3d-4f21-8b5e-0ab6ab0aee53 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The delivery of any parties to the others of a telecopy or facsimile signature to this Agreement shall have the same effect as the deliver... | Label: Counterparts |
8f5aa202-6485-41c9-8ab8-c53848ad0ffe | Clause:
Seller has timely filed all required federal, state, county and local income, excise, withholding, property, sales, use, franchise and other tax returns, declarations and reports which are required to be filed on or before the date hereof and has paid or reserved for all taxes which have become due pursuant to ... | Label: Taxes |
a291c9a6-b1ae-4aac-ae10-82956993b892 | Clause:
There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending and served or, to Borrower’s knowledge, threatened, involving or concerning the Collateral. The Borrowers from time to time are threatened with litigation as an ordinary course of b... | Label: Litigations |
26e20e3f-b5b9-4c7f-8d98-209a6b2b53d1 | Clause:
Seller is a limited liability company duly organized and validly subsisting under the laws of the State of New Mexico, and has full power and authority to conduct its business as it is now being conducted, and to execute, deliver and perform this Agreement.
Task: Classify this clause into ONE of these types (e... | Label: Organizations |
8f74dcdf-82f0-4840-8325-878e7e4596fc | Clause:
During the Employment Term, the Executive shall be entitled to twenty (20) paid vacation days per calendar year (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time. The Executive shall receive other paid time-off in accordance with the Company’s polici... | Label: Vacations |
775897b3-0b7e-4532-97e0-272bdb0d719e | Clause:
This Agreement, the Separation Agreement, and the other Ancillary Agreements and the Exhibits and Schedules referenced herein and therein and attached hereto or thereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior negoti... | Label: Entire Agreements |
c134e250-3644-42b9-ab9b-dab2af1b5e0c | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTIONS 9.10 AND 9.11 OF THE AMENDED CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.
... | Label: Governing Laws |
19b765a2-1c5c-4347-9fdc-07058c3e1cb4 | Clause:
For purposes of interpreting the provisions of this Agreement, the Parties acknowledge and agree that: (i) this Agreement is the result of negotiations between Buyer and Seller, and their respective counsel; (ii) Buyer and Seller are deemed to have equal bargaining power and position; (iii) the Parties are deem... | Label: Interpretations |
ed36eff8-68f7-4e12-820e-2aa6c5eaf8e8 | Clause:
The provisions of this Agreement, including the provisions of this sentence, may not be amend ed, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, without the prior written consent of the Company and each Holder affected thereby.
Task: Classify this c... | Label: Amendments |
14787bd9-d161-4246-9900-92f07fe26402 | Clause:
Based on the financial condition of the Company as of the closing date, (i) the Company’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the... | Label: Solvency |
1bbf3d77-f383-455a-ba9b-4cb58d4536f7 | Clause:
Client (i) is a duly organized and validly existing corporation or partnership in good standing under the laws of the jurisdiction of its formation, (ii) has the corporate or partnership power and authority to own its property and assets and to transact the business in which it is engaged or presently proposes ... | Label: Organizations |
3bccb7cb-83c9-4576-b064-e781d915b947 | Clause:
(a) The unpaid principal amount of the Term Loans shall bear interest from the Closing Date at a rate per annum that shall at all times be the Applicable Margin plus the Eurodollar Rate in effect from time to time. Interest on the Term Loans shall accrue from and including the Closing Date to but excluding the ... | Label: Interests |
294d9bbd-e642-44a3-acb2-bd2750806c58 | Clause:
Each Continuing Lender by its signature hereto instructs the Administrative Agent to execute this Amendment and each Non-Continuing Lender by its signature hereto instructs the Administrative Agent to execute this Amendment other than with respect to Section 2. Except as provided in this Amendment and in the Se... | Label: Miscellaneous |
8578b713-ea0a-4c8a-bee5-e6d54ccf3f2c | Clause:
The Executive acknowledges that each of the restrictions set forth in this Article VI are reasonable and necessary for the protection of the Company’s business and opportunities (and those of the Company Group) and that a breach of any of the covenants contained in this Article VI would result in material irrep... | Label: Remedies |
58246723-76b3-416c-b999-e93702064ebd | 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 or electronic mail at the facsimile nu... | Label: Notices |
33e48bfc-88e3-4bd2-b43a-0fedfc3241fc | Clause:
Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, t... | Label: Submission To Jurisdiction |
bb62923e-34f5-4a33-b229-c271a8e981d5 | Clause:
The Administrative Agent shall have received a counterpart of this Consent which shall have been executed by the Administrative Agent, the Issuing Lender, the Majority Lenders, the Company, and the Guarantors (which may be by telecopy or PDF transmission).
Task: Classify this clause into ONE of these types (ex... | Label: Consents |
79b9c2d6-ec94-4e2b-9519-01a37ef6ab07 | Clause:
Notwithstanding any provision herein to the contrary, the payment of the Severance Benefits and the Pro Rata Bonus Payment, and the provision of the Accelerated Equity Benefit, pursuant to subsection (d), (e) or (g) of this Section 7, shall be conditioned upon Employee’s execution, delivery to the Company, and ... | Label: Releases |
86314945-95a5-4744-a1d5-f9e89b26f20a | Clause:
Prior to the Separation, Employee shall serve as Senior Vice President and Chief Financial Officer of the Manitowoc Foodservice, a division of the Company reporting to the President and Chief Executive Officer of Manitowoc Foodservice (the “President”), and following the Separation Employee will be Senior Vice ... | Label: Duties |
c92b3078-a51c-4389-a229-7e8685976748 | Clause:
After the Closing, Purchaser intends to attempt to sell the Property to one or more third parties (any such third party, a “ Subsequent Purchaser ”). Seller agrees to provide reasonable cooperation to Purchaser with respect to the foregoing transactions, provided and on the conditions that any such cooperation ... | Label: Cooperation |
b8210695-57aa-42c2-bd83-55b3e682daa0 | Clause:
Any notice, demand, request, waiver or other communication required or permitted to be given hereunder to a party shall be in writing and shall be effective upon delivery in accordance with the requirements for delivery of notices to such party under the Purchase Agreement.
Task: Classify this clause into ONE ... | Label: Notices |
4e6a29b2-e379-4f8a-bfab-f3d75772d212 | Clause:
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or fax, if sent to Wainwright, to H. C. Wainwright & Co. LLC, at the address set forth on the first page hereof, e-mail: notices@hcwco.com, Attention: Head of Investment Banking, and if sent to the Company, to... | Label: Notices |
a37c260d-5a91-4387-ac90-6214e5ebf413 | Clause:
(a) The Company agrees to pay to the Agent, in US Dollars, for the account of each Lender, a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender, during the period from and including the date of this Agreement to but excluding the date on which s... | Label: Fees |
97d8f26b-2b58-40cb-8e5a-ab020cd1f4b1 | Clause:
No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not... | Label: Waivers |
266ff3ce-354c-4450-b3e5-e6397a1a0d4c | Clause:
As of the Cutoff Date, the 2016-3 Lease Agreement is not a Liquidated Lease, a Defaulted Lease or a Delinquent Lease and, except as permitted in this paragraph, to the best of the Seller’s and Servicer’s knowledge, no default, breach, violation or event permitting acceleration under its terms has occurred; and ... | Label: No Defaults |
c1bd2363-b481-47de-87a2-033a073484ef | Clause:
This Agreement states the complete agreement of the parties relating to the undertaking of the Collateral Agent set forth herein and supersedes all oral negotiations and prior writings in respect of such undertaking.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Entire Agreements |
9b4a80d4-368e-4c46-a261-2ac821d3fe02 | Clause:
In addition to any amounts otherwise payable pursuant to this Transition Services Agreement, Buyer will be responsible for any and all sales, use, excise, services or similar taxes imposed on the provision of goods and services by Supplier or its Representatives to Buyer pursuant to this Transition Services Agr... | Label: Taxes |
fea144eb-73ca-419b-93ea-e34911b3373d | Clause:
As a requirement to be a Participant and receive benefits under this Plan, an Officer shall acknowledge and agree in his or her Participation Agreement and in the Waiver and Release that the Participant will not make any false, disparaging or defamatory statement or communication to any third party regarding th... | Label: Non-Disparagement |
2541e328-a32f-4bba-8027-573dec94cd49 | Clause:
The construction, validity and performance of this Agreement shall be governed in all respects by the laws of the state of New York, excluding its provisions regarding conflicts of law. The UNCITRAL Convention on the International Sale of Goods shall not apply.
Task: Classify this clause into ONE of these type... | Label: Governing Laws |
8d09f707-6712-4ec3-a7e5-c14400c366ab | Clause:
Each Originator shall perform each of its obligations under this Agreement and the other Related Documents and comply with all federal, state, provincial and local laws and regulations applicable to it and the Receivables, including those relating to truth in lending, retail installment sales, fair credit billi... | Label: Applicable Laws |
a67f332a-0c2a-480a-8046-0fa1b70f72da | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing ... | Label: Amendments |
a5595177-7756-40c6-accd-bd05d43af0ef | Clause:
No change, modification or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed 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... | Label: Modifications |
8e64d4d2-70e8-49b6-bc8d-b81526b32a84 | Clause:
This Agreement, together with the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement and the Option Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements w... | Label: Integration |
f3545954-e49d-4c9d-86f8-bb52feea76eb | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Notices |
e69fffef-40b1-4c82-8f15-46e27e402166 | Clause:
WAIVER OF JURY TRIAL . Each party hereto irrevocably and unconditionally consents to the jurisdiction of, and agrees, for the benefit of each party, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or in connection with... | Label: Consent To Jurisdiction |
037baeb9-a8a7-4ac9-8cab-6110e4627a31 | Clause:
Each of the Company and each Subsidiary has good record title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The property ... | Label: Liens |
7b37a059-5004-4abc-8f17-571d60b1f676 | Clause:
All notices and communications required or permitted hereunder shall be given as set forth in the Fee 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: Notices |
08c20982-76ff-415f-aaa5-86e5eb887165 | Clause:
You will be employed, effective on February 25, 2016, to serve on a full-time basis as Chief Operating Officer of the Company. In this role, you will report to the Company’s Chief Executive Officer, and have such duties and responsibilities as are customary for such position, and as are otherwise assigned to yo... | Label: Employment |
c4c6a82d-20b1-4f92-96df-9de4463eb8a8 | Clause:
By Participant’s acceptance (whether in writing, electronically or otherwise) of the Notice, Participant and the Company agree that the RSUs are granted under and governed by the terms and conditions of the Plan, the Notice and this Agreement. Participant has reviewed the Plan, the Notice and this Agreement in ... | Label: Disclosures |
7d77e727-6153-4682-aff9-0e47df8a781d | Clause:
Pubco will bear all costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby, including all fees and expenses of agents, representatives and accountants; provided that Pubco and Priveco will bear its respective legal costs incurred in... | Label: Expenses |
ead0cdf8-e1ba-4793-a60d-ff15541f73bc | Clause:
The SPV shall request an Investment hereunder, by request to the Agent (which shall promptly provide a copy to each Managing Agent) given by e-mail in the form of an Investment Request by at least noon one (1) Business Day prior to the proposed date of any Investment (including the initial Investment). Each suc... | Label: Notices |
3e6d420d-7216-4da2-ad70-a0ade918e360 | Clause:
Neither this Agreement, any Note nor any other Loan Document may be amended or modified except in a writing signed 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, Arbitration, A... | Label: Amendments |
c1a7ab3b-da67-4464-a228-cda6d08e8c82 | Clause:
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries (as defined in the Securities... | Label: Disclosures |
f749ea22-c2a0-4148-aa2e-e94f674ee011 | Clause:
The Company shall bear all fees and expenses attendant to registering the Registrable Securities (except any underwriters' discounts and commissions and fees of any of the Holders' own professionals, if any; it being understood that the Company shall not be obligated to pay the fees and expenses of Holder's cou... | Label: Expenses |
91b4e3fc-387f-420d-b5bd-134eb5a7c708 | Clause:
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported assignment in violation of this Section 11 shall be void.
Task: Classify this clause in... | Label: Assignments |
d24dbc21-749b-4781-8103-8668ec390405 | Clause:
The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and Warrants and the reservation for issuance and issuance ... | Label: No Conflicts |
b326a7a8-d711-4905-8f91-e1d627afff54 | Clause:
Except as set forth in or modified by the Company Schedule of Exceptions, the representations and warranties made by the Company in Section 3 shall be true and correct in all material respects as of the date of the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Representations |
d2829cd5-037d-44a7-9020-69cd2214c36e | Clause:
The Section headings in this Agreement are 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 Laws, Approvals, Arbitra... | Label: Headings |
e81bb1d4-0651-4153-ba80-3804d5b29c20 | Clause:
The Company shall be entitled to withhold from any amounts to be paid or benefits provided to Executive hereunder any federal, state, local or foreign withholding or other taxes or charges which it is from time to time required to withhold.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Withholdings |
2d202ce1-a401-4e97-b1d8-ac4c8fe3a807 | Clause:
Effective as of the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article III below, the Administrative Agent and the Lenders agree to waive, until the earlier of (x) the date on which the waivers provided under the July 2016 Note Waiver (as defined in Article III below... | Label: Waivers |
20301474-f3c3-4497-9c6b-8a3be302f419 | Clause:
This Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes any prior employment, severance, confidentiality or invention assignment agreement between the parties hereto; provided however , that the Company reserves and shall retain all rights and remedie... | Label: Entire Agreements |
a2014245-23ce-45c2-823b-80f34ba8541b | Clause:
The Consultant represents, warrants and covenants to the Company that: (a) the Consultant has the full power and authority to enter into this Agreement and to perform his obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; (b) the Consultant has the right to grant... | Label: Warranties |
dae2a0cf-ba1b-48d8-8c6d-8ff35cc3cd5a | Clause:
The Lenders shall have received filed Form 10-K for the Borrower and its Subsidiaries for the fiscal year ended November 30, 2015 and filed Form 10-Q for the Borrower and its Subsidiaries for the quarter ended February 29, 2016 (which financial statement shall be deemed delivered when filed with the SEC).
Task... | Label: Financial Statements |
30a145bc-3edb-419b-afd2-03c569a141ca | Clause:
For and in consideration of the covenants and promises contained herein and in the Split-Off Agreement, the receipt and sufficiency of which are hereby acknowledged, Seller on behalf of himself and his assigns, representatives and agents, if any, hereby covenants not to sue and fully, finally and forever comple... | Label: Releases |
17bb3a5f-3329-454b-bc5f-13b394aac900 | Clause:
Executive agrees that she will cooperate with the Company, including executing documents and providing requested information, as may reasonably be required to give effect to the provisions of this Agreement or for the Company to comply with applicable securities laws.
Task: Classify this clause into ONE of the... | Label: Cooperation |
7c42b435-f52d-49b9-bf39-35cbf48392a0 | Clause:
Each Member acknowledges and agrees that a breach of this Agreement (including a breach of Section 6.04 ) may give rise to irreparable harm for which monetary damages would not be an adequate remedy. Each Member accordingly agrees that, notwithstanding the provisions of Section 8.01 , only for the purpose of s... | Label: Specific Performance |
7497ef02-12ed-4a66-bc20-f36efdc4ea2b | Clause:
(a) Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, Schedule 5.15 sets forth (i) the name and jurisdiction of formation or incorporation of each Group Member and, as to each such Group Member (other than the Borrower and Target and its Subsidi... | Label: Subsidiaries |
0224c5b7-e3da-4c10-8e6b-51851ef3e088 | Clause:
For the term of your employment under this Agreement (the “ Employment Period ”), the Company agrees to employ you in the position of Senior Vice President, Technology. You will report to the Company’s Chief Executive Officer. You will perform the duties and have the responsibilities and authority customarily p... | Label: Positions |
e39a3d3c-bd6f-4ca0-96ec-98cbfff15b55 | Clause:
This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.
Task: Classify th... | Label: Governing Laws |
7145d54c-32a4-43a9-aed4-c0c988a4d8d5 | Clause:
If, after the Effective Date, any Subsidiary that is not already a Subsidiary Guarantor guarantees any Unsecured Borrowed Debt, that Subsidiary shall become a Subsidiary Guarantor by executing a Subsidiary Guaranty, such Subsidiary Guaranty to be accompanied by appropriate corporate resolutions, other corporate... | Label: Further Assurances |
0e20c56f-cc2e-4425-b347-6c558b5d75ff | Clause:
In exchange for the Company’s execution of this Agreement and Executive’s receipt of the consideration set forth in Section 4 hereof, Executive agrees to and hereby does release and discharge the Company and its parent, subsidiary and affiliated companies, and their respective owners, agents, employees, directo... | Label: Releases |
7dc8fb3f-2b20-4fd7-ab00-d94614b18463 | Clause:
This First Amendment represents the entire understanding of the parties with respect to the subject matter hereof, and the Lease as amended hereby remains in full force and effect and may not be modified further except in writing executed by the parties to be bound thereby. Unless expressly modified herein, the... | Label: Entire Agreements |
6808fa1e-e562-4163-b693-5cc249d92378 | Clause:
Murphy USA, the Company and each other Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except where (a) (i) the validity or amount thereof is being contested in good faith by a... | Label: Taxes |
4c4ee695-00cd-443f-986f-f95f2e29fa96 | Clause:
This Agreement and all the provisions hereof shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Binding Effects |
a97521ff-f406-4309-8e9c-98476fd9d552 | Clause:
Where any person is entitled to receive Shares pursuant to this Award, the Company shall have the right to require such person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficien... | Label: Taxes |
44a30a76-08f5-4a99-b71a-55ddc0adb23c | Clause:
Prior to the commencement of any Alterations, Tenant shall provide Landlord with evidence that Tenant or Tenant's contractor carries insurance for workers' compensation, "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as La... | Label: Insurances |
3b7ff13e-55b0-45da-8799-7ef3c0f053aa | Clause:
Subject to the satisfaction of the conditions precedent set forth herein, the Administrative Agent hereby consents to the Acquisition Transaction and acknowledges that this consent satisfies the requirement for a written consent set forth in clause (k) of the definition of “Event of Default” set forth in Annex ... | Label: Waivers |
58effeeb-d7cf-4cdc-8971-f4abf78b0625 | Clause:
The failure of either the Company or Employee to insist upon the performance of any term in this Agreement shall not waive any such term or any other term of this Agreement. Instead, this Agreement shall remain in full force and effect as if no such forbearance had occurred.
Task: Classify this clause into ONE... | Label: No Waivers |
f4d020d7-64c0-47e9-a5d1-de8aa92f8673 | Clause:
Each U.S. Borrower agrees to indemnify each U.S. Facility Lender in respect of Extensions of Credit made, or requested to be made, to the U.S. Borrowers, each U.S. Borrower agrees to indemnify each Canadian Facility Lender in respect of Extensions of Credit made, or requested to be made, by the Canadian Facilit... | Label: Indemnity |
6e9b8e59-3e62-48e6-af40-798c7affc3a7 | Clause:
The Employee and the Company may, by mutual agreement, amend or modify this Agreement, provided, however, that any such amendment or modification shall only be effected by a written instrument executed by both the Company and the Employee.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Amendments |
703f647b-97c5-4d9f-965e-ff2de4d84eab | Clause:
The Restricted Stock Units under this Agreement shall be considered to be earned and vested upon a Change in Control that occurs before the end of the Performance Period to the extent determined by the Committee in good faith under Section 11.9(b) of the Plan, provided that the Grantee is then employed by the C... | Label: Change In Control |
8b253052-c51a-4b66-a869-556637355155 | Clause:
The Parent Borrower hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the Funding Office.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Payments |
57e014f5-4745-4cde-9eb6-9e75402363b5 | Clause:
DISPUTES REGARDING THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE HEREUNDER, WHICH CANNOT BE RESOLVED BY NEGOTIATIONS BETWEEN THE COMPANY AND THE EXECUTIVE SHALL BE SUBMITTED TO, AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION CONDUCTED BY JUDICIAL ARBITRATION AN... | Label: Arbitration |
a3cbbed2-a2b4-474c-98a5-518ca2f06933 | Clause:
This Agreement and the other Transaction Documents, together with the Exhibits, certificates, documents, instruments and writings that are delivered pursuant thereto, constitute the entire agreement and understanding of the parties hereto in respect of their subject matters and supersede all prior understanding... | Label: Entire Agreements |
888a6366-9343-4723-b6c8-7fd1f80239b1 | Clause:
This Agreement may not be modified or terminated orally. No modification or termination will be valid unless in writing and signed by the party against which the modification or termination is sought to be enforced.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Modifications |
a600231b-4892-47bb-bb20-16a5122cde56 | Clause:
Except as otherwise provided in this Agreement and subject to Section 2.6 of the Plan, the RSU shall vest in accordance with the vesting schedule in the Notice; provided that Participant has continuously been in Service to the Company from the Date of Grant through the vesting date. Notwithstanding the foregoin... | Label: Vesting |
a68257de-50a4-49f0-868f-ff9c1d784f6f | Clause:
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: No Waivers |
8534a433-2515-45a0-beba-c237a9015851 | 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 6, 2016 (the “ ... | Label: Terminations |
e92ba1bd-f054-47ff-8676-4c8d35cd9ab7 | Clause:
Proceeds of Collateral include insurance proceeds and, therefore, the Lien Priority shall govern the ultimate disposition of casualty insurance proceeds. The Senior Priority Representative and the Junior Priority Representative shall be named as additional insured or loss payee, as applicable, with respect to a... | Label: Insurances |
c18a1a59-00e8-447a-9c30-df4107e19785 | Clause:
This Agreement is binding on and shall inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns, and this Agreement shall not confer any rights or remedies upon any other Person.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Binding Effects |
06131b02-eca9-4b7b-bbc9-a6f847b6e41a | Clause:
All Unvested Units shall vest as of the date a Change in Control occurs and be issued as soon as administratively possible so long as with respect to any amounts that the Company determines to be deferred compensation within the meaning of Section 409A of the Code, such Change in Control qualifies as a “change ... | Label: Change In Control |
92aab865-8400-4fd7-aadb-bfc5df0fa24c | Clause:
This Amendment, together with the Lease, constitutes the entire agreement between Landlord and Tenant regarding the Lease and the subject matter contained herein and supersedes any and all prior and/or contemporaneous oral or written negotiations, agreements or understandings. This Amendment shall be binding up... | Label: Miscellaneous |
f204034b-8343-4496-82eb-3951ebe53eed | Clause:
This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (wh... | Label: Governing Laws |
57a27ebf-9ced-4cd2-8d8f-0e4a9c34acfc | Clause:
On the day prior to the Closing Date, Purchaser and Sellers shall execute and deliver the Closing Statement generated by Escrow Agent. Subject to satisfaction of the conditions to Closing set forth in Article IV , as reasonably determined by Sellers and Purchaser, on the Closing Date, Escrow Agent will (i) not... | Label: Closings |
126e0fc2-f7a4-4ee8-b090-25a6a62d51c3 | Clause:
This Agreement, constitutes the sole, exclusive and only agreements of the parties hereto pertaining to the subject matter hereof, contains all of the covenants, conditions and agreements between the parties, express or implied, whether by statute or otherwise, and sets forth the respective rights, duties and o... | Label: Entire Agreements |
fde28b84-b2da-4ed1-9205-51456c158f41 | Clause:
(a) Parent, solely in its capacity as guarantor under this Parent Guaranty, waives any right (except as shall be required by applicable statute and cannot be waived) to require the Lender to (i) proceed against TD International, any other guarantor or any other party, (ii) proceed against or exhaust any securit... | Label: Waivers |
d05beb93-1312-44b0-826f-4f8ad769c407 | Clause:
Borrowers shall pay (a) all reasonable, documented out-of-pocket expenses incurred by any Agent and their respective Affiliates (including the reasonable, documented fees, charges and disbursements of counsel for each Agent) in connection with the syndication of the credit facilities provided for herein, the pr... | Label: Expenses |
5fa0b52b-7043-468f-8a4b-cbd7d0934987 | Clause:
As compensation for his Services during the Term, the Company shall pay Employee a base salary at the annual rate of $380,000.00 (the “ Base Salary ”), payable in accordance with the Company’s general policies and procedures for payment of salaries to its employees as in effect from time to time. Employee’s per... | Label: Base Salary |
e1d0780b-8a04-45c2-a958-3aa3e3109ea9 | Clause:
Excluding the minute books of Sellers, the operational books and records of Sellers related to the three years prior to the date of Closing are in the possession of Sellers and are correct and complete in all material respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Records |
2680208d-8dfb-4478-8857-691f2059e38d | Clause:
All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement has been taken. The Company has the requisite corporate power to enter into this Agreement and carry out and perform its obligations under the terms... | Label: Authorizations |
ecf5acd0-6a4b-45a3-9f56-b73bd65e64ce | Clause:
This Agreement may be executed simul-taneously 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 Parties agree that facsimile signatures of this Agreement shall be deemed a valid and binding execution of this Agre... | Label: Counterparts |
f2b51205-2bd2-4df4-8bff-2d8c301a42b9 | Clause:
If any Event of Default occurs, Landlord may at any time after such occurrence, with or without notice or demand except as stated in this paragraph, and without limiting Landlord in the exercise of any right or remedy at law which Landlord may have by reason of such Event of Default, exercise the rights and rem... | Label: Remedies |
a91d6e38-3092-4676-8542-00df2b777e0b | Clause:
None of the representations and warranties in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Closing Date or the termination of this Agreement. This Section 15.2 shall not limit any covenant or agreement contained in this Agreement that by... | Label: Warranties |
b6b0f87f-591d-4d0a-8bce-9fda4f6fd326 | Clause:
This Exhibit shall automatically terminate in the event that the License Agreement is terminated in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Terminations |
0e10ca74-c878-4a06-90cc-1ba6896ae3d9 | Clause:
Subject to the terms and conditions of this Agreement and the Acquisition Agreement the Company hereby agrees (i) to issue at the Closing to each Investor the number of Closing Securities set forth opposite such Investor’s name on Schedule 2.01 of this Agreement and (ii) to issue, upon the cancellation of the s... | Label: Sales |
0d416750-74b5-454a-b7f3-ed9b0f10ce64 | Clause:
This Loan Agreement and each of the other Loan Instruments executed and delivered on the closing are binding obligations of Borrower and each such document is enforceable in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Enforceability |
f3808670-f09c-4bfe-915e-367229d90f59 | Clause:
Terms and references used but not otherwise defined in this Fourth Amendment have the respective meanings given to such terms in the Original Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Defined Terms |
1de5f918-ef70-4d3a-871f-ecda19779c2b | Clause:
This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or other electronic means shall be equally effective as the delivery of an originally executed counterpart.... | Label: Counterparts |
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