id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
dacf6f91-0b75-4878-b8e9-7e619d3d7a6b | Clause:
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement, the N... | Label: Remedies |
201f25c9-e47a-46e2-971b-9cc2b192742a | Clause:
If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
Task: Classify this clause into... | Label: Severability |
85437e40-3488-40db-8966-b6ff872c3961 | Clause:
Other than consummating the transactions contemplated hereunder, thePurchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with thePurchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period comm... | Label: Confidentiality |
06de08e5-5f64-443c-87d5-b5a88c74f24f | Clause:
Annexes D , E and F correctly set forth all Copyrights, Patents and Trademarks registered with the U.S. Copyright Office or the U.S. Patent and Trademark Office owned by any Pledgor as of the date hereof (and as amended from time to time pursuant to Section 4.7 ) and used or proposed to be used in its busines... | Label: Intellectual Property |
6731d8ff-9914-4a64-b664-366c3ddc923b | Clause:
As consideration for the commitments and agreements of the Commitment Parties hereunder, the Company agrees to pay the fees described in the Term Sheet and in the Fee Letters on the Closing Date and on the dates set forth in the Fee Letters, as applicable, on the terms and subject to the conditions set forth th... | Label: Fees |
b3d3cd6e-9740-45e6-8188-35e47d19ad97 | Clause:
The authorized capital stock of the Company and all securities of the Company issued and outstanding are set forth in the SEC Reports as of the dates reflected therein. All of the outstanding shares of Common Stock and other securities of the Company have been duly authorized and validly issued, and are fully ... | Label: Capitalization |
07668288-b378-4967-b0d4-5cfd0645d48f | Clause:
Lender waives compliance with the provisions of Sections 6.11(b), 6.11(d), 6.12 and 6.13. This waiver is effective through the Secured Line Termination Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Waivers |
87e800a1-8883-4eed-88df-8603f0055c81 | Clause:
To the extent applicable, each of the Borrower and the Restricted Subsidiaries are in compliance, in all material respects, with (i) the USA PATRIOT Act, (ii) the United States Foreign Corrupt Practices Act of 1977 (the “ FCPA ”) and (iii) the Trading with the Enemy Act, as amended, and each of the foreign asse... | Label: Sanctions |
d8bf3373-8387-486d-8ec2-ca6537c2c23a | Clause:
The parties agree that the Courts of the County of Clark, state of Nevada shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Venues |
ed34cf7f-91ba-452f-b219-366204ded646 | Clause:
The agreements in this Section and the indemnity provision of Section 11.02(e) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this cl... | Label: Survival |
d1343769-90bc-41a0-919f-20f589faa48a | Clause:
Agent may at any time resign as Administrative Agent upon thirty (30) days’ notice to the Lenders, the L/C Issuer and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with Borrower’s consent so long as no Default or Event of Default exists (which consent shall... | Label: Notices |
55c0f8bf-932d-4f85-b579-d4eb5a8228f1 | Clause:
The Company agrees promptly to reimburse the Executive for all reasonable and necessary business expenses, including without limitation, telephone and facsimile charges incurred by him on behalf of the Company in the course of his duties hereunder, upon the presentation by the Executive of appropriate evidence ... | Label: Expenses |
008c26ce-dd58-4fbe-9472-355dc5fa5f0c | Clause:
Neither Party may assign or transfer (whether by operation of applicable Law or otherwise) this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party’s consent to an Affiliate or to a success... | Label: Assignments |
8b4310da-3909-47a3-a863-556d45038b1d | Clause:
This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Delaware, as such laws are applied to agreements entered into and to be performed entirely within Delaware between Delaware residents.
Task: Classify this clause into ONE of these types ... | Label: Governing Laws |
2b6d790b-db8f-4b3a-bc54-12d2f6752512 | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and will not: (i) conflict with or violate any provis... | Label: No Conflicts |
3d1ccced-c02e-4b2c-a07e-3beb83b3c063 | Clause:
Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of the party's rig... | Label: Waivers |
2de9af27-c400-4abe-973d-3c46efa100dc | Clause:
The RSUs and the Common Shares subject to the RSUs may be adjusted or terminated in any manner as contemplated by Article XII of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Adjustments |
4a3cd59d-5876-4af9-b1d8-7619dc14f007 | Clause:
The Company does not have any debt, loss, damage, adverse claim, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or ot... | Label: Agreements |
a95e3968-60fe-4922-b9a4-5c048787812b | Clause:
Each of the Borrowers agrees that if this Agreement or any of the other Transaction Documents shall, in the reasonable opinion of the Creditors, at any time be deemed by the Creditors for any reason insufficient in whole or in part to carry out the purposes conferred or intended to be conferred thereby, it will... | Label: Further Assurances |
41efad11-aacc-4a9b-b34d-6f98d1b4b246 | Clause:
Other than as set forth on Schedule 5.4, the Purchased Assets are owned legally and beneficially by Seller with good and transferable title thereto, free and clear of all Encumbrances other than Permitted Encumbrances. At the Closing, Buyer will receive legal and beneficial title to all of the Purchased Assets,... | Label: Titles |
da231243-3b91-4e3b-affb-2e004ee6f762 | Clause:
All press releases or other public communications of any nature whatsoever relating to the transactions contemplated by this Agreement, and the method of the release for publication thereof, shall be subject to the prior written consent of Buyer and Sellers, which consent shall not be unreasonably withheld, con... | Label: Publicity |
1ecc525f-eaa7-43bc-970d-d220588e8120 | Clause:
This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Maryland, without regard to any applicable conflicts of law principles (except that matt... | Label: Governing Laws |
611cf877-6c23-4e82-8a05-0eb38bba6e57 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original but al l of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any ... | Label: Counterparts |
f955f105-e4ca-4edc-bd4a-bea19d3e9c12 | Clause:
Notwithstanding anything in this Agreement to the contrary, Article VIII and Section 15.3 shall survive the termination or expiration of this Agreement and the dissolution, winding up and termination of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Survival |
6f64bb5d-19fe-48e5-8849-b3de5ec8af78 | Clause:
Because the services of Executive are unique and Executive has access to confidential information of the Company, the parties hereto agree that the Company would be damaged irreparably in the event the provisions of Section 5 hereof were not performed in accordance with its terms or were otherwise breached and ... | Label: Enforcements |
0fe6358f-d0b3-432c-bc7a-181cd7e2f77d | Clause:
The Company hereby employs the Executive as, and the Executive agrees to serve as, Sr. Vice President, Administration, upon the terms and conditions herein contained. The Executive shall perform such duties and services for the Company as may be designated from time to time by the Board of Directors of the Com... | Label: General |
e88c097d-b9e8-4b9b-80e3-40b39e1d67b8 | Clause:
The Company may terminate this Agreement at any time by written notice to the Investor, except during any Valuation Period or at any time that the Investor holds any of the Put Shares. In addition, this Agreement shall automatically terminate at the end of the Commitment Period.
Task: Classify this clause int... | Label: Terminations |
ad2bf678-1f7c-4db4-8104-4c5ad7cb2a1f | Clause:
Advance agrees Employee is employed as its Senior Vice President, Human Resources (“Employee’s Position”).
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,... | Label: Positions |
f368cb85-e408-47b1-9e8b-12f6287813fc | Clause:
This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Delaware.
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,... | Label: Governing Laws |
63501825-06fd-4d5d-96d1-0a96841e9049 | Clause:
The Borrower and its Subsidiaries, on a consolidated basis, are, and immediately after the consummation of the Acquisition and the other Transactions to occur on the Restatement Funding Date and immediately following the making of each Loan or other extension of credit hereunder and after giving effect to the a... | Label: Solvency |
196a4483-e0f2-416d-83d0-1273f228a9bd | Clause:
This Third Amendment may be executed in multiple, telecopied counterparts, all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Counterparts |
0e86713a-32d6-4d33-8d54-d71b0d12a041 | Clause:
Notwithstanding the foregoing, if a “ Change in Control ” (as defined in the Company’s Senior Executive Change in Control Plan) shall occur within two years prior to the expiration of the Term, then the Term shall automatically be extended for a period of two years following the date of the Change in Control.
... | Label: Change In Control |
bec2f217-5ea9-4551-b046-1881862a37e0 | Clause:
The Borrower will, and will cause each of its Subsidiaries to conduct its business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and maintain policies and procedures designed to promote a... | Label: Anti-Corruption Laws |
3f87a396-babb-4b08-be06-606bc5e46447 | Clause:
This Agreement is the result of negotiations between the parties, and neither party shall be deemed to be the drafter of this Agreement. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either party. This Agreement shall be... | Label: Construction |
bc0cbc28-ee26-4960-834c-846de9f95239 | Clause:
This First Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile transmission or other electronic... | Label: Counterparts |
56f157d3-ae63-4b47-8f1e-d4dc8a1c6908 | Clause:
Upon Employee’s death or permanent disability during the Employment Period, the employment relationship created pursuant to this Agreement will immediately terminate and no further compensation will become payable to Employee pursuant to Section 6 or Section 7 . Should Employee’s employment with the Company t... | Label: Death |
fe028805-ce77-466d-bedc-1c6473f46f59 | Clause:
Except as otherwise provided in Sections 3(b), (c), (d), or (e), in order to become vested in (i.e., earn) Performance RSUs under the terms of this Agreement, the Performance RSUs must be tentatively earned under Section 3(a) and the Grantee must meet the Service Requirement. The Grantee shall not be deemed to... | Label: General |
876dd625-5dc2-445a-96ed-41214f09a5b9 | Clause:
This Award contains the entire agreement between the parties, and supersedes any prior agreements or understandings between them, relating to the subject of this Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Entire Agreements |
ef9eecd0-f7c1-477f-9a43-f6b7ebd04a4c | Clause:
The Article and Section headings contained in this Agreement are for reference purposes 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, Applic... | Label: Headings |
323dc36d-03d4-4fe0-b6db-3392da8cba4a | Clause:
No Company may use any portion of the proceeds of any Loan to pay the wages of employees, unless a timely payment to or deposit with the appropriate Governmental Authority of all amounts of Tax required to be deducted and withheld with respect to such wages is also made.
Task: Classify this clause into ONE of ... | Label: Taxes |
1f85ac51-e53b-4124-b41c-e6dd65f93564 | Clause:
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous agreements, arrangements or understandings between them relating to the subject matter hereof. For the avoidance of doubt, the Technology License Agreement was superseded an... | Label: Entire Agreements |
f1b83d5a-5c89-4c48-a33d-620395bd4ccf | Clause:
All capitalized undefined terms used in this Second Amendment shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Definitions |
baf84857-71a8-46ba-a902-0790ec2c7740 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to compensation, severance pay, benefits and accelerated vesting and supersedes in all respects all prior agreements between the parties concerning such subject matter, including without limitation any offer letter, employment agre... | Label: Integration |
21f27af7-328a-41c0-b31c-3d95bdf6017e | Clause:
Each of the Borrower and its Subsidiaries has timely filed (or joined in filing) all federal income tax returns and all other material tax returns required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appr... | Label: Taxes |
98c68bdb-ce2a-4faf-b7a9-9cfc0d40798e | Clause:
The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware and federal law, without giving effect to the principles of conflict of laws of such State, except as expressly provided herein. In the ... | Label: Governing Laws |
709ed129-e641-413b-9fc1-cebfe3ebd2b8 | Clause:
All notices and demands under this Note will be in writing sent by United States mail, registered or certified postage prepaid, or by a reputable ovemight courier service (such as Federal Express), with such notice addressed to the recipient at the recipient's address set forth above. Such notices will be effec... | Label: Notices |
0cec2fe0-bcc1-4f22-aed7-0905a55841ac | Clause:
There are no material facts relating to the Business or the Assets that have not been disclosed to Buyer, and Buyer has undertaken all reasonable due diligence.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Disclosures |
06dd7c34-016f-470d-a73e-80ac0ba536c5 | Clause:
Unless otherwise set forth in this Agreement, the representations and warranties of Lender and the Company contained in or made pursuant to this Agreement will survive the execution and delivery of this Agreement and the closings under this Agreement and will in no way be affected by any investigation or knowle... | Label: Survival |
da521b0d-49bf-4c4c-9653-2dbc056ce8ed | Clause:
No amendment to or waiver of any provision of this Guaranty nor consent to any departure by any Guarantor from its obligations under this Guaranty shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent (on behalf of the Lenders or the Required Lenders, as the ... | Label: Amendments |
af0ffe67-b03a-4f29-b86f-96483927fb4c | Clause:
(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borr... | Label: Releases |
9dfe0e0a-b2b2-44ff-af45-b4c318cc55d0 | Clause:
Evidence of payment by the Issuer of all actual costs, fees, charges, expenses and taxes (including mortgage recording taxes or similar charges) required for, or relating to, the recording of the Mortgages and, if applicable, the fixture filings, and the issuance of the Title Policies.
Task: Classify this clau... | Label: Expenses |
79c94a47-fd7b-41dd-b56f-4e1f9f5969d6 | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement (whether or not then in effect) and all notices to any holder of obligations under any Other First Lien Agreements, at its address set forth... | Label: Notices |
ac4c53aa-58c8-4705-b6da-a2a6d36f1434 | Clause:
This Agreement contains the entire agreement and understanding concerning the subject matters hereof among the Parties hereto and supersedes all prior or contemporaneous oral or written agreements, communications, proposals and representations with respect to its subject matters and prevails over any conflictin... | Label: Entire Agreements |
13fa3269-8933-4369-8b36-e5032bfacb7d | Clause:
Executive shall perform the duties assigned to him by Employer’s President and Chief Executive Officer (the “CEO”). Executive shall be furnished with appropriate office space, secretarial assistance, and such other facilities and services as are suitable to Executive’s position and adequate for the performance... | Label: Duties |
4526e6a3-d55d-4e92-a4e5-4f8aa6054c7d | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the o... | Label: Counterparts |
458fa363-8367-41c9-8a3c-47a6bb5c5486 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in California ... | Label: Governing Laws |
1ead579b-b038-4789-8d89-7089ac7c5f46 | Clause:
None of the Purchaser, its Affiliates, or, to the best of Purchaser’s knowledge, any of their directors, officers, or employees (or any employees, officers or directors of Fortress Investment Group LLC participating in the negotiation or performance of this Agreement) is a person that is (i) a target of United ... | Label: Sanctions |
4bf98ca5-518c-4949-9d86-edef251ac69a | Clause:
This Agreement may be terminated before the Closing by the Purchaser, by written notice to the Company, if the Closing has not been consummated on or before January 30, 2018; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).
... | Label: Terminations |
17548538-7e77-4bb1-9c9a-2dba9fc4e741 | Clause:
As of the Effective Date, such Grantor does not have any interest in, or title to, any United States federally registered (or applied for) Patent, Trademark, material License or material Copyright except as set forth in Exhibit D .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Intellectual Property |
548f8b33-abd9-424f-b96b-5dde67a46b54 | Clause:
Neither the execution or delivery by such PRIVCO Shareholder of this Agreement to which such PRIVCO Shareholder is a party nor the consummation or performance by such PRIVCO Shareholder of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in ... | Label: No Conflicts |
da0c653c-b8b5-46d1-9b23-1c874d6aac64 | Clause:
This Agreement shall be binding upon the Parties and upon their dependents, heirs, representatives, executors, administrators, successors and assigns, and shall inure to the benefit of the Parties and their respective dependents, heirs, representatives, executors, administrators, successors and assigns.
Task: ... | Label: Binding Effects |
655bd132-93c9-42b1-b516-a9a81f18c3ec | Clause:
This Agreement is personal to Executive and, without the prior written consent of the Company, shall not be assignable by Executive otherwise than by will or the laws of descent and distribution, and any assignment in violation of this Agreement shall be void.
Task: Classify this clause into ONE of these types... | Label: Assignments |
57f64bf4-ae4f-4c0d-b732-90800a097be3 | Clause:
No Default or Event of Default exists or would result from the incurring of any Obligations by any Loan Party and no Loan Party nor any Restricted Subsidiary is in default under or with respect to any other obligation in any respect which, individually or together with all such defaults, could reasonably be exp... | Label: No Defaults |
2166d868-1225-427d-8c62-a51c3ffeafaa | Clause:
This instrument shall be governed by and construed in accordance with the internal laws of the State of North Carolina, without reference to the conflicts of laws or choice of law provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Governing Laws |
88e57d1d-dad6-462c-bac4-c7c674503d22 | Clause:
You acknowledge and agree that, as a result of your employment, you will have access to trade secrets and other confidential or proprietary information of the Company and its customers and vendors (“ Confidential Information ”). Such information includes, but is not limited to: (i) customers and clients and c... | Label: Intellectual Property |
a26bff01-70f9-496e-b2e2-1b97352938ed | Clause:
The term “ Agreement ” shall have the meaning set forth in the preamble.
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, Bene... | Label: Agreements |
b84398d0-3503-441c-8493-8c52b4207c63 | Clause:
For the purposes of the Interest Act (Canada), in any case in which an interest rate is stated in this Agreement to be calculated on the basis of a year of 360 days or 365 days, as the case may be, the yearly rate of interest to which such interest rate is equivalent is equal to such interest rate multiplied by... | Label: Fees |
9d7e435b-1525-4e99-8ca2-635b49484e7b | Clause:
This Amendment may be executed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Counterparts |
acd71aac-0f36-4e22-bbac-03429d330644 | Clause:
If the Grantee incurs a Separation from Service during the Third Year due to the Grantee’s death, the Grantee shall become vested, on the date of Separation from Service, in the number of Performance Shares tentatively earned under Section 3(a) above; provided, however, that the Second Year Ending Stock Price A... | Label: Death |
fc3bb9a1-62b9-457c-b171-edf1cb2578fd | Clause:
The Borrowers have developed and implemented and maintain in effect internal controls, policies and procedures, management oversight, monitoring, audit and training designed to ensure compliance by the Borrowers, their Subsidiaries and their respective directors, officers, employees and agents with applicable A... | Label: Anti-Corruption Laws |
fe8a5dc5-6b6d-4e15-88f7-98bf6bf945a1 | Clause:
The Company may amend this Award at any time, provided that the Participant’s consent to any amendment is required to the extent the amendment materially diminishes the rights of the Participant or that results in the cancellation of the Award. Notwithstanding the foregoing, the Company need not obtain Particip... | Label: Amendments |
6e7d5db2-7407-4c8c-aabe-71cd7cf87fad | Clause:
Employer to employ Employee, and Employee to accept employment with Employer upon the terms and conditions stated in this 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: Employment |
f8f7378f-651c-48de-a64b-8858100519f2 | Clause:
Each of Parent and its Restricted Subsidiaries has timely filed or caused to be filed all federal Tax returns and all other material 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 (a) Taxes that are being contested in good... | Label: Taxes |
6cd6fa0f-4c13-4b30-ab03-fd9adb25b05b | Clause:
Borrower and each Subsidiary have filed all tax returns (federal, state and local) required to be filed on or before the date of this representation (including any future dates on which this representation is deemed to be made), including all income, franchise, employment, property and sales taxes, and have pai... | Label: Taxes |
47a4b535-539d-4091-a046-bc6a72924d19 | Clause:
Neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties, provided , however , that (a) the Initial Investors may assign its rights, interests... | Label: Assignments |
f43e508f-1c41-4a3e-9e7d-994dbb290f05 | Clause:
Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of their Affiliates (other than transactions exclusively among or between the Borrower and/or one or more of the Guarantors) on terms that are fair and reasonable and no less favorable ... | Label: Transactions With Affiliates |
d835ee54-affd-4fcd-96ec-3c19a03a8622 | 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 (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
74e48c01-d340-4bae-bcb3-7af2469ae834 | Clause:
The Company and its Subsidiaries have filed all United States Federal income tax returns and all other tax returns required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any of its Subsidiaries except (i) for those being contest... | Label: Taxes |
0e3a1fa2-f6c8-4cd2-a2d9-c9fdfb04c485 | Clause:
Payment in respect of vested Restricted Stock Units shall be made at the time(s) and in the form(s) set forth in the Notice of Restricted Stock Unit Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Payments |
ae00061c-ddee-4708-8228-9a566e25dc18 | Clause:
Each Agent and each Lender shall hold all non-public information regarding Borrower and its Subsidiaries, Affiliates and their businesses identified as such by Borrower and obtained by such Agent or such Lender pursuant to the requirements hereof in accordance with such Agent’s and such Lender’s customary proce... | Label: Confidentiality |
22d2424f-162c-4702-9616-bed8071740a0 | Clause:
During the Employment Period, the Executive shall receive an annual base salary ("Annual Base Salary"), which shall be paid monthly, having a value at least equal to twelve times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the twelve... | Label: Base Salary |
f0f8deb7-212e-4668-bd2a-04da37d24472 | Clause:
Subject to the terms and conditions of this Agreement, the Company hereby employs the Executive as the Company’s Executive Vice President, General Counsel and Corporate Secretary upon the terms and conditions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Employment |
206243d2-5262-4b54-beaa-73cf6e88a2fb | Clause:
The Lenders shall have received the most recent annual audited financial statements or Form 10-K from Borrower and, to the extent obtainable, the most recent quarterly financial statements or Form 10-Q of Borrower, with certificates from the appropriate Responsible Officer thereof, stating that no material adve... | Label: Financial Statements |
f1fa4e17-8d4b-415d-a22d-43669fe73d6f | Clause:
If any provision hereof shall be judicially determined to be illegal, or if the application thereof to any person or in any circumstance shall, to any extent, be judicially determined to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or in circumsta... | Label: Severability |
91952f22-f1b4-491a-a3e9-0e80caf35ad7 | Clause:
Additionally, the Meridian Stock will bear any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended and the Selling Shareholders consent to the Company making a notation on its records or giving instructions to an... | Label: Consents |
8eeeb730-944b-4c5b-9455-31469405dc72 | Clause:
The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto do not and will not (i) result in a violation of such Purchaser’s charter documents, bylaws or other organiz... | Label: No Conflicts |
ee3ae412-73f3-480b-9669-53bdbe323ecf | Clause:
Notwithstanding the termination of the Executive’s employment hereunder, the terms, conditions and provisions contained herein shall survive such termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Survival |
2c8886bb-d355-40a1-9c91-d73962bef1e8 | Clause:
Except as may be disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, go... | Label: Litigations |
9bb12233-4f47-4c38-92a4-9e84863678b8 | Clause:
Borrower shall give prompt written notice to Administrative Agent of any litigation or governmental proceedings pending or threatened against Borrower, Mezzanine B Borrower, Mezzanine A Borrower, Mortgage Borrower or Guarantor, or upon Borrower obtaining Knowledge or receipt of notice thereof against CPLV Tenan... | Label: Litigations |
45092eaa-dfdc-43f4-b323-8cdde68b580e | Clause:
Each of the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Agent represents and warrants to the other parties hereto that it is authorized under the Priority Credit Agreement, the Second Lien Collateral Trust Agreement and the Third Lien Collateral Trust Agreement, as the ... | Label: Representations |
b96826c8-f9c4-485b-b74b-c458fab6d1ca | Clause:
Borrower shall use proceeds of the Loan to: (i) to refinance any existing mortgage and mezzanine indebtedness secured directly or indirectly by the Property, (ii) to make initial deposits of the Reserve Funds as required by Lender, (iii) to pay costs and expenses incurred in connection with the closing of the L... | Label: Use Of Proceeds |
e87c12d2-bbec-45cb-b922-a3bbe777df3c | Clause:
The Company is entitled to (a) withhold and deduct from future wages of Optionee (or from other amounts that may be due and owing to Optionee from the Company or a Subsidiary), or make other arrangements for the collection of, all amounts the Company reasonably determines are necessary to satisfy any and all fe... | Label: Tax Withholdings |
45e7cd55-997d-49a1-b59f-1e04ad70585f | Clause:
Except as set forth on Schedule 7.1.(i), there are no actions, suits or proceedings pending (nor, to the knowledge of any Loan Party, are there any actions, suits or proceedings threatened in writing) against or in any other way relating adversely to or affecting the Parent, the Borrower, any other Loan Party, ... | Label: Litigations |
bdeca265-1306-4495-ac7d-a08796642f2a | Clause:
This Agreement may be executed in multiple counterparts, including counterparts transmitted by facsimile, each of which will be deemed an original, but both of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Counterparts |
668d3161-1673-4118-bb61-d39ff3ae45cb | Clause:
If after receipt of any payment of all or part of the Obligations, Lender is for any reason compelled to surrender such payment to any Person because such payment is determined to be void or voidable as a preference, impermissible setoff, or diversion of trust funds, or for any other reason, this Agreement shal... | Label: Indemnifications |
b9681b7d-e8ab-4848-8f92-e1a2e1066930 | Clause:
The section and subsection headings used in this Agreement are for convenient reference and are not a part of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Headings |
76bf11f1-db30-4762-a8a8-4b6623a15f26 | Clause:
This Agreement may be executed by the Parties in separate counterparts and initially delivered by facsimile transmission or otherwise, with original signature pages to follow, and all such counterparts shall together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (ex... | Label: Counterparts |
052321d2-0b4d-458d-9bed-eec6bdb688b1 | Clause:
Unless specifically indicated otherwise, this Plan supersedes any and all prior communications, understandings, arrangements or agreements between the parties, including the Employer, the Company, the Board, the Administrative Committee and the Investment Committee and any and all Participants, whether written,... | Label: Entire Agreements |
52377917-4ee8-466d-a1a9-1c7c5cb6350d | Clause:
This Employment Agreement may be modified or amended only by a written agreement signed by the Board (or an office r authori z ed by the Board to act in this matter) and E xecutive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Amendments |
86760427-dfc7-4dff-8e20-18244685ea71 | Clause:
Except as amended herein, the Warrant shall remain in full force and effect. This Amendment may be executed in any number of facsimile counterparts, each of which shall be an original, but which together constitute one and the same instrument. This Amendment may be executed and delivered by facsimile.
Task: C... | Label: Miscellaneous |
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