id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
987685df-228d-4168-a8e1-dc9ace891f19 | Clause:
This Agreement shall not be modified or amended except by a written instrument signed by the Parties.
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, Auth... | Label: Modifications |
84bc65bf-adfa-49b7-b994-1cf4279b4019 | Clause:
For the purposes of this Agreement, (x) all sales of contractual and other rights of Lessees in connection with Devices and Related Customer Leases shall be deemed to be absolute and irrevocable assignments thereof and (y) all purchases of contractual obligations by the Buyer shall be deemed to be assumptions t... | Label: Assignments |
dcd7ac29-4f7f-4725-9b81-bec8a41a5ddf | Clause:
This Modification Agreement shall become effective upon execution thereof by the parties hereto and may be executed in any number of counterparts, and each such counterpart, when so executed and delivered, shall be deemed to be an original and binding upon the party signing such counterpart; all such counterpar... | Label: Counterparts |
e1b95b74-2245-4e4a-92a1-208b73a1efaf | Clause:
This Agreement will be governed by the substantive laws of the State of Texas, without regard to conflicts of law, and by federal law where applicable. If any part of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will not be affected in any way.
Task: Classif... | Label: Governing Laws |
6eaaae6e-7812-4c43-a910-80c8738a09dc | Clause:
The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result i... | Label: No Conflicts |
a6db562b-3bc3-4a2c-9146-b66fc75bec11 | Clause:
This Agreement and the covenants and agreements set forth in this Agreement shall automatically terminate (without any further action of the parties) upon the earliest to occur of: (a) the termination of the Merger Agreement in accordance with its terms; (b) the Effective Time; (c) the date of any modification,... | Label: Terminations |
afdc779e-293c-47fb-a2cf-cd09ddf89b2c | Clause:
This Agreement shall be governed by and construed under the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another juri... | Label: Governing Laws |
1f539dcb-7a50-4400-888e-a7b382dfbf83 | Clause:
To the extent that Federal laws do not otherwise control, the validity and construction of this shall be construed and enforced in accordance with the laws of the State of Delaware, but without giving effect to the choice of law principles thereof.
Task: Classify this clause into ONE of these types (exactly on... | Label: Governing Laws |
b3f4ac43-c47b-481b-af93-96fd9b3fd89b | Clause:
In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, C ompensation—Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering... | Label: Adjustments |
da1e2c29-c548-47de-8c1e-964878911059 | Clause:
Reporting of and withholding on the Severance for tax purposes shall be at the discretion of the Company Parties in conformance with applicable tax laws and the past practices of the Company Parties. If a claim is made against any of the Company Parties for any additional tax or withholding in connection with o... | Label: Payments |
3a21dd0a-9d95-455a-b06e-31eb72c2c8d7 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles. With respect to any claim or dispute arising out of or related to this Agreement, the Parties hereby consent to the exclusive jurisdiction, forum and venue of th... | Label: Governing Laws |
45a08386-9620-4e98-a097-c3d3808ceb9e | Clause:
Each party shall take such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this 2017-1 Servicing Supplement and the 2017-1 Servicing Agreement and to better assure and confirm unto the requesting party it... | Label: Further Assurances |
71bfa5f2-3215-4ce5-a401-3270f648fdee | Clause:
The Company may withhold from any amounts payable under this Agreement such federal, state, local , or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. In addition, the Company may report the value of any benefits provided under this Agreement to the applicable ta... | Label: Withholdings |
c2fb2b69-d785-4f13-8ceb-da03f939ac6f | Clause:
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the las... | Label: Notices |
2d0b41ab-ec2f-40ec-8689-15d4d1848d6b | Clause:
This Amendment shall be effective automatically and without necessity of any further action by Borrower, Administrative Agent or the Lenders when counterparts hereof have been executed by Borrower, Guarantors and the Majority Lenders, and all conditions to the effectiveness hereof set forth herein have been sat... | Label: Effectiveness |
a045d481-bac8-4a95-a8f2-0bb0d918b97a | Clause:
No report, financial statement, certificate or other written information furnished by or on behalf of the Company (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to any Purchaser or the Collateral Agent in connection with the... | Label: Disclosures |
d3a73a3a-6350-4b63-9fb9-4c355a01f757 | Clause:
The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof issue a press release disclosing the material terms of the transactions contemplated hereby and file a Current Report on Form 8-K, including the Transaction Documents and Disclosure Schedule as exhib... | Label: Publicity |
2b8dcf93-e04f-43f9-976e-a0ca047c634f | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may (except as permitted pursuant to Section 10.2 ) assign or otherwise transfer any of... | Label: Successors |
b7e461a4-0f6d-4abb-a03c-2937fb2fcb0e | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Agreement to the same extent as if fully set forth herein.SECTION 2.04. Costs and Expenses . The Borrowers agree to rei... | Label: Governing Laws |
5a9c6c7f-537b-4d19-b581-b723f2e5e98d | Clause:
Any controversy, dispute or claim ("Claim") whatsoever between Employee, on the one hand, and Company, or any of its employees, directors, officers, and agents (collectively "Company Parties"), on the other hand, shall be settled by binding arbitration, at the request of either party, in accordance with the Emp... | Label: Arbitration |
b851c586-e382-4143-acf7-2f37ae1654ad | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY SPECIFIED CASH MANAGEMENT AGREEMEN... | Label: Waiver Of Jury Trials |
f8529718-7531-4b31-8f3f-8ce17f7e26ec | Clause:
Whenever this Agreement provides that a Subsidiary of the Company is obligated to take or refrain from taking any action, the Company shall cause such Subsidiary to take or refrain from taking such action.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Subsidiaries |
29b79b51-4f53-442d-9f20-b97b2c5ff2c1 | Clause:
The representations and warranties contained in Section 4.1 (Authority of Each Seller, Validity and Enforceability, No Conflicts); Section 4.2 (Ownership of Quotas); Section 4.3 (Due Diligence), Section 5.1 (Authority, Validity, Enforceability, No Conflicts), and Section 5.2 (Due Diligence); shall survive the C... | Label: Warranties |
8cb93452-2f14-4a49-9e38-42a772d2f967 | Clause:
By execution below, the Sub-Originator expressly acknowledges and agrees that all of the Buyer’s rights, title, and interests in, to, and under this Agreement (but not its obligations), shall be assigned (i) by the Buyer to the SPV pursuant to the Purchase and Sale Agreement and (ii) by the SPV to the Administr... | Label: Agreements |
54861a58-e940-4725-a4e9-4e8f050af357 | Clause:
This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the trans... | Label: Governing Laws |
06bf8fb0-610d-4e92-a422-080ee37c5f40 | Clause:
If any provision or any part thereof of this Agreement, including Sections 7, 8, 9, 10 and 11 hereof, as applied to either party or to any circumstances, shall be adjudged by a court of competent jurisdiction to be invalid or unenforceable, the court shall modify such provision or the part thereof to the minimu... | Label: Severability |
2faee72d-6b49-44fb-8540-91df6fac4a96 | Clause:
COH represents and warrants that, as of the Effective Date, to the actual knowledge of the Investigator and the Director of its Office of Technology Transfer without independent inquiry, COH has the full power and authority to grant the rights, licenses and privileges granted herein.
Task: Classify this clause... | Label: Representations |
a61fa0d1-e65d-4971-9001-ac4ea6aa2fee | Clause:
This Agreement shall constitute a contract under the internal laws of the State of California and shall be governed and construed in accordance with the laws of said state as to both interpretation and performance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Applicable Laws |
7f66111e-31f2-48f9-ad45-999902861d6b | Clause:
The Company hereby agrees to indemnify Executive and hold Executive harmless to the extent provided under the By-Laws of the Company (and at the same level as it covers its other executive officers and directors) against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, cost... | Label: Indemnifications |
d11f4043-be28-4d43-ad86-3367ef826c75 | Clause:
You will be subject to the arbitration requirements in this Paragraph 18.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Ben... | Label: Arbitration |
b442520b-886b-44fe-958e-ac202d4e1c22 | Clause:
The Agent shall have received duly executed signature pages for this Second Amendment signed by the Borrowers, each other Credit Party, the Agent and the Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Agreements |
592b56c6-9b2c-448e-b837-5de6805d343b | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Any signature page to this Agreement containing a manual signature may be ... | Label: Counterparts |
56e527cd-0ce1-45ac-a700-38b1b86722d6 | Clause:
The Company may withhold from any payments owed to you under this Bonus Letter all federal, state, city or other taxes as may be required to be withheld pursuant to any law or governmental regulation or ruling. Notwithstanding any other provision of this Bonus Letter, the Company is not obligated to guarantee ... | Label: Tax Withholdings |
da8bcf89-07de-4a57-af27-1be9a44c80ec | Clause:
The Company consents to the Seller’s sale of the Seller Securities (as defined in the Agreement) to the Purchaser provided for herein. The Company agrees and acknowledges that the 440 shares of the Company’s Series F Convertible Preferred Stock portion of the Seller Securities were never certificated and upon t... | Label: Consents |
54b8a0cc-568d-4942-8ca5-e1be0f6ce6ce | Clause:
Borrower has good and marketable title to, or the right to use under valid leases, the assets reflected on the most recent balance sheet submitted to Bank, free and clear from all liens and encumbrances of any kind, except for: (a) liens securing (i) current taxes and assessments not yet due and payable or (ii)... | Label: Titles |
5ee14af7-4c10-4065-8bab-c1bc54d14765 | Clause:
If the Participant remains continuously employed by the Company or a Subsidiary through each Vesting Date set forth in the Notice of Grant, the Restricted Stock Units shall vest (it being understood that Units shall vest cumulatively).
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Vesting |
1275bb99-7a2e-4878-b7c9-e0c711564a51 | Clause:
The Company will withhold required federal, state, local and foreign taxes from any and all payments contemplated by this Agreement and make all tax reporting it determines it should make based on this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Withholdings |
7fe37db4-1395-4ee6-9287-d2dee151f681 | Clause:
Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral... | Label: Entire Agreements |
df710e77-76b3-4fdf-a206-c7f734a812e1 | Clause:
Amounts received under the Plan are not to be taken into account for purposes of computing benefits under other plans.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Benefits |
3f26f955-6f8f-4305-8772-8cadac90fd46 | Clause:
Each Borrower will maintain, and cause each of its Subsidiaries to maintain, insurance coverage of a type reasonable and customary for companies of similar size and engaged in similar businesses and in amounts reasonably deemed by such Borrower to be adequate.
Task: Classify this clause into ONE of these types... | Label: Insurances |
cb9025c5-df2b-4e9f-9156-420325e26b69 | Clause:
This Agreement constitutes the entire understanding between Employee and the Company relating to Employee’s employment. This Agreement supersedes and replaces any prior verbal or written agreements between the Company and Employee. This Agreement may not be modified or amended except by a written agreement sign... | Label: Entire Agreements |
7b1175f1-9f6b-42fb-8288-764811a244d9 | Clause:
Each Lincoln Party shall keep itself and all of its insurable properties insured at all times to such extent, by such insurers, and against such hazards and liabilities as is customarily carried by prudent businesses of like size and enterprise; and promptly upon the Agent’s written request upon and during the ... | Label: Insurances |
f20e7640-713d-4c58-aed7-6904ff70fce8 | Clause:
The provisions of this Article XI shall survive the repayment of the Loans, the expiration or termination of the Commitments and 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,... | Label: Survival |
544d2874-00d2-441f-a9b0-a5e3c211f5c2 | Clause:
Each Borrower waives any right to require the Administrative Agent, the Collateral Agent, the Issuing Lenders or the Lenders to (a) proceed against any other Borrower, any Guarantor or any other party, (b) proceed against or exhaust any security held from any Borrower, any Guarantor or any other party or (c) pu... | Label: Waivers |
2531fd64-2491-4c22-831c-6b991b28c95e | Clause:
During the Period of Employment, the Executive’s annual rate of discretionary time off accrual shall be four (4) weeks (three (3) weeks of vacation accrual plus five (5) floating/personal holiday days) per year, with such discretionary time off to accrue and be subject to the Company’s discretionary time off po... | Label: Vacations |
64bd69b5-56c5-44c5-a902-2bf830d8ba36 | Clause:
Unless otherwise specified in the applicable Award Agreement with respect to a Permitted Waiver Event, upon a Participant’s termination of service with the Company and its Subsidiaries during the applicable Restricted Period, whether voluntary or involuntary (and including without limitation termination on acco... | Label: Forfeitures |
3ddfebe5-81fa-4e12-867b-8f411949c5b7 | Clause:
Capitalized terms not defined elsewhere in this Warrant shall have the meanings set forth below.
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, Authoriza... | Label: Definitions |
78dfffac-4835-4e8a-8bc9-82847250e625 | Clause:
Except to the extent disclosure hereof is required in PUGET’s filings with the SEC, the Parties covenant and agree that it is AN ESSENTIAL CONDITION OF THIS AGREEMENT that its contents, terms and provisions be maintained confidential for a period of sixty days from execution , for which reason the Agreement sh... | Label: Confidentiality |
7336ec97-6d91-404d-909e-551200b37653 | Clause:
Meetings of the Partners may be called only by the General Partner. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting; provided that a Partner... | Label: General |
73185258-5371-4bc6-84e3-cecd65f2dd2f | Clause:
This Agreement (and any non-contractual rights and obligations arising in connection therewith) shall be governed by and construed in accordance with English law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
b9146217-1abd-49bb-8177-b9f5747af83f | Clause:
The execution, delivery and performance by each Loan Party of the Transaction Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, partner, member or stockholder, action. This Agreement has been duly e... | Label: Authorizations |
97a19ddd-82c1-404b-a275-cbdcf1320ea3 | Clause:
The Borrower and each Subsidiary have filed all United States Federal Tax returns and all other Tax returns which are required to be filed and have paid all Taxes stated to be due by the Borrower and each Subsidiary pursuant to said returns or pursuant to any assessment received by the Borrower or any Subsidiar... | Label: Taxes |
69b01577-5742-4e75-acab-0b10604124e7 | Clause:
If You did not have a Separation from Service before the date, if any, on which a “change in control event” occurs (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) & (ii)), then, any Restricted Stock Units that did not become non-forfeitable before the change in control event will become non... | Label: Change In Control |
14ca953d-bef2-4b22-917f-947836b3fd38 | Clause:
This Agreement and the Executive’s employment pursuant to this Agreement shall begin on the date indicated above (the “Effective Date”) and ending on the second anniversary of the Effective Date (the “Expiration Date”), unless terminated earlier by the Company or the Executive pursuant to Section 4 of this Agre... | Label: Terms |
13ea9dad-43ed-4b34-b6c9-eb37cc0b1b03 | Clause:
This Award of RSUs is documented by the records of the Committee or its delegate which shall be the final determinant of the number of Common Shares granted and the conditions of this Agreement. The Committee may amend or modify this Award in any manner to the extent that the Committee would have had the author... | Label: Amendments |
2334177f-63ed-4729-979f-d3d90807dd6b | Clause:
This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Credit Party signatory hereto, Agent and each Lender, shall become effective on the Closing Date and shall continue in full force and effect until the Maturity Date unless sooner... | Label: Terms |
aae6fdde-7906-4585-a26e-59690ae85a0d | Clause:
This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior understandings, negotiations, discussions and agreements to the extent that they relate in any way to the subject matter hereo... | Label: Entire Agreements |
03d489cc-3fcf-4cab-ad78-90a65460e5c2 | Clause:
Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
... | Label: Survival |
09c4007b-3365-4062-975a-b7c5ee7c48c6 | Clause:
The Employer that is liable to make a payment hereunder shall have the right to deduct from any deferral or payment made hereunder, or from any other amount due a Participant, the amount of cash sufficient to satisfy the Employer’s foreign, federal, state or local income tax withholding obligations with respect... | Label: Tax Withholdings |
2c40b98f-0c28-4ad6-8a19-a473b7c7471d | Clause:
All covenants and obligations contained within this Lease shall bind and inure to the benefit of Landlord, its successors and assigns, and shall be binding upon Tenant, its permitted successors and assigns .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Binding Effects |
0a40f5ee-fbbd-47f4-a2f3-22389333b5bd | Clause:
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, options or warrants, and all of the issued and outstanding shares of capital ... | Label: Subsidiaries |
fd19b927-ddcb-44df-a526-d031df42297c | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
a8fd7955-87f9-4932-a9cf-d3e3b119f3da | Clause:
Other than the Custodian File held by the Custodian in accordance with the Custodian Agreement, Seller shall deliver to Servicer, and Servicer shall hold in trust for Seller, Administrative Agent, each Purchaser Agent, each Purchaser and each other Affected Party in accordance with their respective interests, a... | Label: Records |
546a316c-1d09-40a0-ba76-df642825975c | Clause:
During the past 12 months, the Company has timely filed all periodic reports required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein a... | Label: Financial Statements |
a661b759-ce5f-4039-841f-ece3898845a4 | Clause:
The proceeds of the Loans shall be used (a) to repay amounts outstanding under the Prior Credit Agreement on the Closing Date, including any fees or expenses incurred in connection therewith, and (b) to finance the working capital needs of the Borrower and its Subsidiaries in the ordinary course of business and... | Label: Use Of Proceeds |
e773ed94-d5ff-4755-9aa9-3744b03dbd8c | Clause:
Venue . INDEMNITOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. INDEMNITOR... | Label: Venues |
3e3a36bb-0822-4a9a-9ee8-d77cb747e742 | Clause:
The Company will pay expenses related to a house or apartment in the San Diego, California area not to exceed $8,000 per month without the consent of the Company Chief Executive Officer and reimburse her for her additional automobile expenses during the course of her temporary assignment during the months of Ju... | Label: Expenses |
53db3d5c-74cb-4c6c-8799-722e2dbea018 | Clause:
The Lenders shall have received (i) the audited consolidated and unaudited consolidating financial statements of the Company for the December 31, 2014, December 31, 2015 and December 31, 2016 fiscal years and (ii) unaudited interim consolidated financial statements of the Company for each fiscal quarter ended a... | Label: Financial Statements |
91762018-b373-4c61-b2ad-96ee915a95d7 | Clause:
Borrower shall use the proceeds of the Loan to (a) make an equity contribution to Mortgage Borrower in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Lo... | Label: Use Of Proceeds |
22c3020e-171b-4c98-b012-94d3d33cc4a7 | Clause:
The initial term of this Agreement shall be for three (3) years beginning on the Effective Date (the “ Initial Term ”) and thereafter shall automatically renew on a year to year basis (each a “ Renewal Term ”) unless and until either party provides the other party ninety (90) days’ notice of termination prior t... | Label: Terms |
ff0a0cbc-39c1-41ed-bdb8-f8c9263dd84a | Clause:
Employer hereby covenants and agrees to pay to Employee, and Employee hereby covenants and agrees to accept from Employer, a base salary at the rate of One Million Dollars ($1,000,000.00) per annum, payable in such installments as shall be convenient to Employer (the “ Base Salary ”). Employee shall be subject ... | Label: Base Salary |
e0e7f7a6-98ba-466f-b2f0-2eb0729b16cf | Clause:
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of North Carolina, without giving effect to the principles of conflict of laws of such State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Governing Laws |
76385224-542d-472e-86cf-baf0732d21a8 | Clause:
The Debtor shall reimburse each Secured Party for its reasonable fees and costs incurred in connection with the DIP Obligations as and to the extent required under the DIP Intercompany Finance Documents, provided , however , that copies of all invoices of professional fees and expenses to be paid pursuant to th... | Label: Expenses |
9c3c3e07-c2ce-4771-9bba-f76d2c93bf6c | Clause:
As consideration for our commitments hereunder and our undertakings to arrange, manage, structure and syndicate the Senior Credit Facilities, you agree to pay to us the fees and fulfill the other obligations set forth in the Term Sheets and in the Fee Letter. The terms of the Fee Letter are an integral part of ... | Label: Fees |
f71f1fa3-2631-4c4f-b024-f6f0efdceedf | Clause:
Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall purchase and acquire from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Purchased Shares, free and clear of any liens, security interests, pledges or other encumbrances (collectively “ Liens ”)... | Label: Sales |
da890f25-b000-4b39-b071-957b83639fb5 | Clause:
This Agreement shall be binding upon, and inure solely to the benefit of, the General Partner and the Partnership, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. This Agreement shall not be ... | Label: Assignments |
d78000a0-d60e-44b1-98c3-5311954abd56 | Clause:
The Company shall deduct, from any payment made under this Agreement, any Federal or state taxes required by law to be withheld from such payment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Withholdings |
3984574b-cb0f-4b5f-aca9-5639e2ef8e74 | Clause:
The Recipient acknowledges and agrees that, due to the unique and highly sensitive nature of the Confidential Information and PHI, a breach of this Section 12 would cause irreparable harm to the Disclosing Party for which the Disclosing Party could not be adequately compensated by money damages. Accordingly, th... | Label: Remedies |
ead75215-72a2-460e-bf74-8a459142688e | Clause:
If Holder experiences a Separation by reason of Disability prior to the last day of the Performance Period, Holder or Holder’s Beneficiary, as applicable, are entitled to receive Performance Shares in an amount equal to the number of Maximum Performance Shares (without any right to receive any other Performance... | Label: Disability |
87393189-11d2-4729-8870-86dd9324986b | Clause:
Each of a Participant’s Deferral Subaccounts shall be invested on a phantom basis in any combination of phantom investment options specified by the Participant (or following the Participant’s death, by his or her Beneficiary) from those offered by the Plan Administrator for this purpose from time to time. The P... | Label: General |
a60e6cf8-d12e-41f6-86b2-d2e99726f170 | Clause:
(a) All notices and other communications provided for in this Agreement and the other Loan Documents shall be in writing and may (subject to paragraph (b) below) be telecopied (faxed), mailed by certified mail return receipt requested, or delivered by hand or overnight courier service to the intended recipient... | Label: Notices |
0a2a40a4-db6e-4112-b6ca-8b1239446691 | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH P... | Label: Governing Laws |
a391e857-083b-424a-a901-ed31da6c934f | Clause:
The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the... | Label: Taxes |
2754e2b2-a34b-4139-bb7d-8206ca70c7d9 | Clause:
Notwithstanding the foregoing, in the event that within two (2) years following a Change in Control, the Grantee’s service with the Company and its affiliates is terminated by the Company or any of its affiliates for any reason other than for Cause or by the Grantee for Good Reason, then the RSUs and the Divide... | Label: Change In Control |
e735ce1c-6e38-4d12-9946-1ea141a5fc50 | Clause:
This Waiver and Release of Claims constitutes the complete and final agreement between the parties and supersedes and replaces all prior or contemporaneous agreements, negotiations, or discussions relating to the subject matter of this Waiver and Release of Claims. All provisions and portions of this Waiver and... | Label: Severability |
919e479a-11f4-4079-a6a6-6e141d9214d2 | Clause:
The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by the Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any sha... | Label: Expenses |
e0bf7bc5-0e2e-4df5-aab6-6c2d234835ea | Clause:
The Parties agree that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against th... | Label: Construction |
c6c10e94-7a15-4fb3-888a-205dc3aef420 | Clause:
Each Party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the United States District Court for the District of Delaware, for the purposes of any suit, action or other proceeding arising out of this Agreement. Each Party agrees to co... | Label: Consent To Jurisdiction |
24ae5de7-173b-4164-9d3e-1e60fc2f887b | Clause:
Except as otherwise expressly set forth herein, this Agreement, the LP Agreement, the Memorandum and Articles of Association of the General Partner, as amended from time to time, the Laureate Registration Rights Agreement, the Advisor Interest Subscription Agreement, the Executive Interest Subscription Agreemen... | Label: Entire Agreements |
d28b01bc-4552-4492-b759-ba909b78d5db | Clause:
The Company is authorized under its Certificate of Incorporation to issue 200,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Company’s disclosure of its issued and outstanding capital stock in its most recent SEC Filing containing such disclosure was accurate in all material respect... | Label: Capitalization |
d955efe0-0e93-4493-a559-66ff71d9e914 | Clause:
This term permit is issued under the authority of the Act of October 22, 1986, (Title 16, United States Code, Section 497b), and Title 36, Code of Federal Regulations, Sections 251.50-251.64.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Authority |
6570c461-ca5c-4cab-93cd-e08d03d21c8a | Clause:
Except as provided herein, neither this Agreement nor any of the rights or obligations hereunder may be assigned by any of the parties without the prior written consent of the other parties; provided, that the Company, AF or Irgovel may, without the prior written consent of the RBT, assign any of its rights her... | Label: Assignments |
f9c5399f-baa4-43b8-8c23-aa70d8c2201d | Clause:
Capitalized terms used and not defined in this Waiver have the respective meanings assigned to them in the Registration Rights Agreement(s).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Definitions |
b2e0941f-f2ca-4cde-8588-e01d292fe579 | Clause:
THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-i... | Label: Miscellaneous |
f5ec5a2f-5b6e-4c52-a30e-fadf5950d199 | Clause:
Effective as of the date hereof (the “ Effective Date ”), you will be employed to serve on a full-time basis as the Company’s Chief Executive Officer. You will also serve as the Chairman of the Company’s Board of Directors (the “ Board ”) and continue to be a member of the Board. As the Company’s Chief Execut... | Label: Positions |
846f3663-7f60-4277-b163-07dc6c1cacab | Clause:
This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, including but not limited to any term sheet or other similar summary of proposed terms, between the parties with respect to t... | Label: Entire Agreements |
df35abf4-1709-41fd-b012-9ee71012933d | Clause:
This Agreement shall be deemed to be a contract under the laws of the State of Florida, and for all purposes shall be governed by and construed and enforced in accordance with the laws of said State, without regard to the principles of conflicts of laws thereof.
Task: Classify this clause into ONE of these typ... | Label: Governing Laws |
9ea62f43-6eaa-4e18-a285-b59b51be232c | Clause:
(a) Subject to the provisions of Section 2.09(b) , (i) each Eurocurrency Rate Committed Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan sha... | Label: Interests |
9778612e-a05b-4609-badc-61fee1a82add | Clause:
All notices required or permitted to be given under this Agreement shall be in conformance with Section 10.11 of the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Notices |
330785ea-552b-499c-bf65-980bcad28bc3 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Affiliate of such Purchaser or Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of... | Label: Confidentiality |
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