id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
8d828700-a739-4486-b976-6f00d592d3b5 | Clause:
Use the proceeds of the Credit Extensions (a) to finance the acquisition of working capital assets of the Borrowers, including Permitted Acquisitions and the purchase of inventory and equipment, in each case in the ordinary course of business, (b) to finance Capital Expenditures of the Borrowers, and (c) for ge... | Label: Use Of Proceeds |
705b3be1-1971-4758-841b-7f21b0c4257f | Clause:
EACH OF THE GRANTORS HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Waiver Of Jury Trials |
958197a0-a3d6-4c78-9fb2-47985ae40d7f | Clause:
All notices, demands, request or other communications from each party to the other required or permitted under this First Amendment shall be given in the manner provided in the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Notices |
bafac974-6a32-451d-aa03-e23998fdf579 | Clause:
Executive agrees that at all times following the termination of his employment, Executive will cooperate in all reasonable respects (after taking into account his personal and professional schedule) with the Company and its Affiliates in connection with any and all existing or future litigation, actions or proc... | Label: Cooperation |
92ab41dd-809c-425e-b0a2-bd872dbbfa15 | Clause:
The Company and any of its Affiliates are authorized to withhold from any Award granted, or any payment relating to an Award, including from a distribution of Stock, taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem ad... | Label: Tax Withholdings |
6581081d-52af-48f1-abbf-288bdeed80dd | Clause:
Payment of any fees and other costs and expenses due to Buyer hereunder to the extent Seller has received an invoice for such fees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Fees |
09289bbd-0fbc-43e0-9a13-10ce7dbd9415 | Clause:
The closing of the purchase and sale of the Purchased Membership Interests (the " Closing ") will take place (a) at the offices of Chadbourne & Parke LLP in New York, New York at 10:00 a.m. (Eastern time) on the date hereof or (b) at such other place and time as Purchaser and Seller may agree in writing.
Task:... | Label: Closings |
10c1580c-6e5c-4f72-9dc7-06e8657b7f58 | Clause:
The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its articles of organization or operating agreement (or equivalent organizational documen... | Label: No Conflicts |
33f954cc-4ea0-4fc1-a73b-d5984fa3e4e7 | Clause:
No Outside Director shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Participations |
b0ef45c1-aa3b-4897-ad22-3519aa62bc17 | Clause:
This Note shall be binding on Maker and Maker’s successors, and shall inure to the benefit of Payee, its successors and assigns. Any reference to Payee shall include any holder of this Note. Section headings are for convenience of reference only and shall not affect the interpretation of this Note. This Note em... | Label: Miscellaneous |
87fcdcfd-facd-4bb1-96fb-f29c89b6ed54 | Clause:
Notwithstanding any other provision of this Article IV , the Celgene Parties acknowledge and agree that the Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a tr... | Label: Compliance With Laws |
88e218f4-e4a0-4a3a-851b-dcd36d38acee | Clause:
The exercise of this Option will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or ... | Label: Compliance With Laws |
9a8e6daa-a609-4f6e-8255-24ad5ae2fcdd | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any court in the State of New York and the... | Label: Governing Laws |
26fd3d34-9e0f-4a67-96ef-4459054e07de | Clause:
The aggregate number of shares or other securities and types of all authorized, issued and outstanding classes of capital stock, Options and other securities of the Company and of the Subsidiary (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company ... | Label: Capitalization |
2dc82511-4012-4a81-81bb-5b2b7f8298c6 | Clause:
This Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Counterparts |
0b8124d5-26d5-4a68-9260-e2c5fd0a89a7 | Clause:
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, or against or affecting the Company’s current or former officers or directors in the... | Label: Litigations |
c72f1be9-9258-4705-8d4b-4aacc87d46c7 | Clause:
This Agreement is not assignable by any party without the prior written consent of the other parties. Notwithstanding the foregoing, the MPT Parties may at any time and without the consent of Steward assign all of the MPT Parties’ rights and obligations hereunder to any Affiliate of the MPT Parties; provided , ... | Label: Assignments |
6e90959d-2f70-4f64-87ce-609773f2ff5f | Clause:
The Borrower will, and will cause each Subsidiary to, maintain, with financially sound and reputable insurance companies, (a) insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations and (b) f... | Label: Insurances |
d211a408-fb70-4da0-a3af-003f0cf0f27f | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquire... | Label: Participations |
f21c1303-4f30-4240-89a8-736e8a125320 | Clause:
Any notices required or permitted under this Agreement must be in writing and may be delivered personally or by mail, postage prepaid, addressed to (a) the Company at InnerWorkings, Inc., 600 West Chicago Avenue, Suite 850, Chicago, IL 60654, Attention: Corporate Secretary and (b) the Participant at the Partici... | Label: Notices |
8d638714-6145-4a82-855e-6efbfc103fcd | Clause:
Under State Securities Laws . All material registrations, qualifications, permits and approvals, if any, required to be obtained prior to the Closing under applicable state securities Laws shall have been obtained for the lawful execution, delivery and performance of each of the Transaction Documents including,... | Label: Qualifications |
9b4024e3-2eb8-467d-9b53-7495c464d256 | Clause:
The Borrowers and each other Credit Party agrees to, and to cause any other Credit Party to, take all further actions and execute all further documents as the Agent may (or at the direction of the Lender, shall) from time to time reasonably request to carry out the transactions contemplated by this Second Amend... | Label: Further Assurances |
6eb87012-c0f6-47de-8434-e2be84bbf48d | Clause:
Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include all reasonable costs incurred in the collection of the Indebtedness, including but not limited to, court costs, attorneys’ fees and collection agency ... | Label: Expenses |
fa78e427-a4e3-4e83-aeb5-23fcaa9b3510 | Clause:
This Agreement and its terms are confidential and are intended for the sole use of ABG and GM. Neither this Agreement nor its terms may be disclosed to any third party, other than a Party’s parent, subsidiaries, AESOP Leasing, or their respective outside counsel and accountants and interested financial institut... | Label: Confidentiality |
92b80030-5cd8-4624-90de-36759549c0d0 | Clause:
In the event of the Executive’s death during the Term, the Executive’s employment hereunder shall immediately and automatically terminate. In the event of death during the Term, the Company shall pay to the Executive or the Executive’s designated beneficiary or, if no beneficiary has been designated by the Exec... | Label: Death |
c101a09d-36ad-4754-885c-b173a177861d | Clause:
The validity, construction and performance of this Agreement shall be governed by the laws, without regard to the laws as to choice or conflict of laws, of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Governing Laws |
1c5ace0e-7fc4-4c6c-b70f-7eb78537f3c6 | Clause:
In the event of any termination of this Agreement pursuant to the first sentence of Section 7.1 , this Agreement shall be terminated, and there shall be no further liability or obligation hereunder on the part of any Party, other than this Section 7.2 and Article VIII , which provisions shall survive such termi... | Label: Survival |
e0408f7e-b4ac-4ea4-b71f-fff0b3d71b1a | Clause:
This Note shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to the conflict of Laws provisions thereof. Each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of Delaware and of any Federal court locat... | Label: Governing Laws |
9b59c80b-1e6a-4986-91cd-192d12f143cd | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida without regard to the principles of conflicts of law thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts sitting in Miami-Dade Coun... | Label: Governing Laws |
c5e5de99-5a4c-4a68-87d0-9262495814a4 | Clause:
This Section 3 shall survive any termination or expiration of this Sublease.
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, ... | Label: Survival |
56246459-5733-4db9-b9b4-6ce421207d2f | Clause:
Each of such Loan Party and its Subsidiaries has filed or caused to be filed all tax returns which, to the knowledge of such Loan Party, are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it (other than any the amount or validity of whi... | Label: Taxes |
3f849c36-2153-4949-a13c-84ef60b4df8d | Clause:
Sellers and Purchaser shall use commercially reasonable efforts to cooperate with the Party contesting the Taxes (at no cost or expense to the Parties not contesting the Taxes other than any de minimis cost or expense or any cost or expense which the requesting Party agrees in writing to reimburse) and to execu... | Label: Cooperation |
47e76e4d-582d-474d-a882-28461f9c5c80 | Clause:
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one legal counsel selected by the Majority Holders to represent them in connection with the registration of the Registrable Securities (such fees and expenses of legal counsel not to excee... | Label: Terms |
1dafa26e-7209-4a5c-a758-b7e3a17d4348 | Clause:
Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Company or the Holder to insist upon strict adherence to... | Label: Waivers |
79e73f28-fd24-4205-8519-4b945148b614 | Clause:
Shares subject to a Restricted Stock Award shall be subject to vesting conditions, and the corresponding lapse or waiver of forfeiture conditions and other restrictions, based on such factors and occurring over such period of time (the “restriction period”) as the Committee may determine in its discretion. The ... | Label: Vesting |
bcd55e24-7573-4f86-a697-009c905078f0 | Clause:
This Agreement, together with all Schedules and any other documents incorporated herein by reference, including the Mutual Non-Disclosure Agreement entered into by and between the Parties constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained here... | Label: Entire Agreements |
77fd8414-b041-4951-a68c-b8bef0216347 | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each USD Lender in accordance with its Applicable Percentage under the USD Credit Facility a commitment fee in Dollars, which shall accrue at a rate per annum equal to the Applicable Margin for determining Commitment Fees times the ac... | Label: Fees |
3ca493ad-7cae-4f3f-a993-0754b925e59b | Clause:
Subject to the last sentence of Section 8.02 of the Credit Agreement, no waiver, amendment, modification or termination of any provision of this Agreement, or consent to any departure by the Pledgor therefrom, shall in any event be effective without the prior written consent of the Pledgor and either (x) the Re... | Label: Amendments |
b7b245e8-15f8-45ce-8e91-ec6ad3f1ed80 | Clause:
The failure of either the Company or Executive to object to any conduct or violation of any of the covenants made by the other under this Agreement will not be deemed a waiver of any rights or remedies. No waiver of any right or remedy arising under this Agreement will be valid unless set forth in an appropriat... | Label: No Waivers |
ff4e6b7e-7263-44f1-8202-fc2e4a0e3578 | Clause:
All notices, demands and requests that any party is required or elects to give to any other party shall be given in accordance with the provisions of Section 12.01 of the Credit Agreement, and if given (i) to the Administrative Agent, shall be given to it at its address specified in the Credit Agreement or as o... | Label: Notices |
3a04d5d7-93d3-461b-ae5a-37a2ec1d147e | Clause:
Capitalized terms used in this First Amendment and not otherwise defined are used herein as defined in the ABL 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, Arb... | Label: Definitions |
b484e99e-75b7-4c7a-81c7-1fcc84071752 | Clause:
A copy of a notice of foreclosure sale shall be served on the Tenant by certified mail, return receipt requested, directed to the address specified in Section 13.02 of the Credit Agreement or such other address given to the Collateral Agent in writing. A notice shall be deemed complete when such notice is mai... | Label: Notices |
836d8c20-2c10-4c83-9e54-0fbdb2f1f1e7 | Clause:
The Company will pay, and save and hold the Buyers harmless from any and all liabilities (including interest and penalties) with respect to, or resulting from any delay or failure in paying, stamp and other taxes (other than income taxes), if any, which may be payable or determined to be payable on the executio... | Label: Taxes |
3627b47f-9729-428a-8dbe-65203774871e | Clause:
The Borrower shall not create, incur, assume or permit to exist (i) any Adverse Claim on or with respect to its Transferred Receivables or (ii) any Adverse Claim on or with respect to its other properties or assets (whether now owned or hereafter acquired) except for Permitted Encumbrances. In addition, the Bor... | Label: Liens |
1527120f-d40a-4647-bca9-bb3cca4c350d | Clause:
There are no Legal Proceedings pending or, to the Knowledge of the Purchaser, threatened against the Purchaser or to which the Purchaser is otherwise a party relating to this Agreement, the Purchaser Documents or the transactions contemplated hereby and thereby.
Task: Classify this clause into ONE of these typ... | Label: Litigations |
ab9bef8f-2fa0-4c5b-bd11-0b7014b4c400 | Clause:
Executive shall be eligible to participate in the employee benefit plans which are available or which become available to other employees of the Company, with the adoption or maintenance of such plans to be in the discretion of the Company, subject in each case to the generally applicable terms and conditions o... | Label: Benefits |
47f3404b-aa02-43a3-a4b3-db502245dab4 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic means shall be effective as delivery of ... | Label: Counterparts |
0bfc005f-5b02-44e1-9d47-ce48af84633b | Clause:
Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information, except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, advisors and other representa... | Label: General |
d8aa69d3-89d9-4584-acb9-66d3eb3a40e4 | Clause:
As of the Effective Date, subject to Section 3.1(f) , Endocyte shall be solely responsible for the Development of the Compound and Product in the Field in the Territory, including all Development and Commercialization Costs, and ABX shall have no obligations with respect thereto. For the avoidance of doubt, E... | Label: Authority |
612a5f4c-ef81-45c4-b78b-9a099b71bbad | Clause:
On the basis of the representations and warranties and subject to the other terms and conditions set forth in this Agreement, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Debenture for an aggregate purchase price (the “ Purchase Price ”) of Te... | Label: Sales |
9e391614-f637-43d6-88d5-9101d7346e72 | Clause:
This Agreement, including the Exhibits and Schedules attached hereto and the documents delivered pursuant hereto, including the Transaction Documents, set forth all the promises, covenants, agreements, conditions and understandings between the parties hereto with respect to the subject matter hereof and thereof... | Label: Entire Agreements |
e98145bb-a247-40c8-95da-94652545c9af | Clause:
This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflicts of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Governing Laws |
557efd4f-6f5f-48fc-a999-bef7ca8aea92 | Clause:
In the event that any reason for Termination For Cause by the Company under paragraph IV.C.2(a) above, or by Executive in the case of a Constructive Termination, may be cured by Executive or the Company, as the case may be, then the Company or Executive, as applicable, shall first give a written notice to the o... | Label: Notices |
ee826a69-c3f0-4508-9350-f1fa14738bde | Clause:
This Control Agreement and the Collateral Agreement constitute the entire agreement and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Entire Agreements |
7ce9b7df-9aab-4c3d-ae83-dcb42525e94b | Clause:
There is no material action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (feder... | Label: Litigations |
5ad4367d-a2f7-4a9b-bac1-b6f0f86325e3 | Clause:
All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated, except as otherwise expressly provided herein (including Article 9 ).
Task... | Label: Expenses |
dc12d10b-3d6a-4068-81cb-23ef5d0095a9 | Clause:
This Plan shall be effective as of the date that it is approved by the Board (the date on which such approval is completed being referred to herein as the “Effective Date”); provided, however, that no Awards granted under the Plan after the Effective Date prior to the Stockholders’ Meeting will vest or become e... | Label: Effective Dates |
1e1d71c9-daf2-403b-9554-4c797b2cfc5f | Clause:
All remedies afforded to any party by law or contract, shall be cumulative and not alternative and are in addition to all other rights and remedies a party may have, including any right to equitable relief and any right to sue for damages as a result of a breach of this Agreement. Without limiting the foregoin... | Label: Remedies |
1c99cd6d-0b62-4381-a817-4d6f2e72407a | Clause:
The closing (the “ Closing ”) of the transactions described in Section 2A.2 hereof shall take place at 11:00 a.m. at the offices of Sidley Austin LLP, One South Dearborn, Chicago, Illinois 60603 on December 20, 2017, or if the conditions to closing set forth in Article III of this Agreement shall not have been ... | Label: Closings |
1d501ee3-02d1-4bcf-a17a-acac36241884 | Clause:
This Agreement shall become effective on the Closing Date and shall continue in full force and effect until the first of the following occurs: (a) the payment in full of the Notes and the termination of the Indenture in accordance with its terms, (b) the liquidation of the Assets and the final distribution of ... | Label: Terms |
65fc188e-e0c3-4d31-8e3d-c9d53d20ba26 | Clause:
This Agreement and all questions arising hereunder or in connection herewith shall be determined in accordance with the laws of the State of Wisconsin without giving effect to its conflicts of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Governing Laws |
9c4fb1a2-e9af-45be-a431-1f22b8064eb8 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required or permitted, including current reports on Form 8-K, to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date h... | Label: Financial Statements |
c40fe0c4-2ac4-4d75-9f51-55ea0333a13f | Clause:
Promptly upon reasonable request by the Majority Lenders, the Borrower shall (a) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Credit Document or other document or instrument relating to any Collateral, and (b) do, execute, acknowledge... | Label: Further Assurances |
da4c99f0-cacc-48c5-94e0-640091daf1f0 | Clause:
Agreement ”), by and among by and among NVIDIA Land Development, LLC, a Delaware limited liability company (the “ Construction Agent ” or “ Lessee ”); the various entities which are parties thereto from time to time as guarantors (individually, a “ Guarantor ” and collectively, the “ Guarantors ”); Wachovia Ser... | Label: Participations |
6855469f-e344-4789-90bd-3593a8f71568 | Clause:
The proceeds of the Loans, and the Letters of Credit, will be used (a) for working capital and general corporate purposes (including to fund Capital Expenditures, Restricted Payments permitted by Section 7.6(d) and (e) and Permitted Acquisitions), and (b) to pay fees and expenses related to the Facility.
Task:... | Label: Use Of Proceeds |
8ce9d9b0-2497-4f41-8607-fde1a6a8be2a | Clause:
This Agreement shall be interpreted and enforced in accordance with the laws of Indiana, without giving effect to any choice or conflict of law rule (whether Indiana or any other jurisdiction) that would cause the law of any jurisdiction other than Indiana to apply. This Agreement is intended to supplement the ... | Label: Governing Laws |
5505dfd3-f86e-4242-86f2-3982bcff65c0 | Clause:
All representations and warranties made hereunder and in any other Loan Document shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Administrative Agent and each Lender, regardless of any investigation made by Administrative Agent... | Label: Warranties |
4ace84fd-6116-4d11-a637-45592f36f529 | Clause:
Any provision of this Third Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or... | Label: Severability |
efbf387e-66d7-45d8-8bc5-45351c2af431 | Clause:
This Agreement may not be released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed by Employee and the Chair of the Board. The failure of any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed as a waiver of any ... | Label: Enforceability |
513ae372-fd0d-484f-9fa7-22dcedbdaf12 | Clause:
This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior agreements and understandings between the parties with respect to their subject matter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Entire Agreements |
406434f2-94f6-451c-a22a-5e48b7df2c4b | Clause:
This Agreement shall be construed and administered in accordance with and governed by the laws of the Commonwealth of Massachusetts (without giving effect to any conflict or choice of laws provisions thereof that would cause the application of the domestic substantive laws of any other jurisdiction).
Task: Cla... | Label: Governing Laws |
56baeaca-0387-42ac-bb11-c1a057ef0db3 | Clause:
Buyer is a corporation, validly existing and in good standing under the laws of the State of Maryland and is duly qualified and in good standing in each other state or jurisdiction in which the nature of its business requires the same except where a failure to be so qualified does not have a material adverse ef... | Label: Organizations |
8feb974d-26d1-40d1-8e86-974dc20211c5 | Clause:
Unless otherwise defined in this Agreement, initial capitalized terms have the meanings given to them in the Indenture.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Definitions |
b1966f72-2ed6-4504-af39-88b1f304ae82 | Clause:
No failure on the part of the Administrative Agent or any other Secured Party to exercise and no delay in exercising, and no course of dealing with respect to, any right, remedy, power or privilege under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of ... | Label: Waivers |
3a171ea5-f457-4c63-8411-5d1c02b9ba9c | Clause:
Each of the Lenders and each Issuing Bank hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administr... | Label: Authority |
a8609e86-2e44-4509-85de-02e7be9eec55 | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shal... | Label: Severability |
302ea9ff-204d-43ee-bd5c-5d0cbd01f5ca | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary o... | Label: Intellectual Property |
a70edc6c-8d65-4cad-ae60-455b8cec761c | Clause:
This Agreement shall terminate (a) upon the Securities Intermediary’s receipt of Written Instructions from the Secured Party Representative expressly stating that the Secured Party Representative no longer claims any security interest in the Account Collateral and the Securities Intermediary’s subsequent transf... | Label: Terminations |
e1211dc5-c1af-4218-8eb8-5e10a3151063 | Clause:
This Release may be executed, including execution by facsimile signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Counterparts |
9042839c-fe0c-47f8-b229-d79e7545d6f6 | Clause:
Except as otherwise permitted under Section 7.3 or Section 7.4 , at all times maintain and preserve in full force and effect (a) its existence (including being in good standing in its jurisdiction of organization) and (b) all rights and franchises, licenses and permits material to its business; provided , how... | Label: Existence |
de73a0f6-40f4-480a-a74e-c6db2b8d6344 | Clause:
This Amendment and Waiver may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment and Waiver by facsimile or portable do... | Label: Counterparts |
6163d710-1494-439f-afe3-f3ef750f3fab | Clause:
Subject to the other provisions of this Agreement, Shipper shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Services provided by Gatherer during such Month, an amount equal to the sum of the fees (collectively, the “ Fees ”) set forth on Exhibit I .
Task: Classify this clau... | Label: Fees |
ab9adb25-1ba0-4f65-bfa5-dfd1a4eeeb41 | Clause:
The Selling Shareholder is and will be as of the Closing, the registered and beneficial owner of, and will have good and marketable title to, all of the SPL Common Stock held by him and will hold such stock free and clear of all liens, charges and encumbrances whatsoever; and such SPL Common Stock held by the S... | Label: Titles |
7773d7f3-869f-464e-9eba-9b964c8ce6e1 | Clause:
Any provision of this Subsidiary Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any juris... | Label: Severability |
23d55ebe-e501-4bfe-a439-f8929c82eb7e | Clause:
The Escrow Agent hereby represents and warrants that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation enforceable in accordance with its terms. The Trustee hereby represents and warrants that the person executing this Agreement... | Label: Representations |
5d1c3366-88cf-42a1-92c1-27c580b1e33b | Clause:
This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts); each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a ... | Label: Counterparts |
9e6b5878-c692-4614-b528-a1badf6bb5b0 | Clause:
This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by ... | Label: Counterparts |
7eefa81f-6ae0-4681-b094-9cf21115a52e | Clause:
The Borrower will, and will cause each of its Subsidiaries to, comply with all Legal Requirements applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ONE o... | Label: Compliance With Laws |
114ef6ce-bb62-4fc1-87e8-b9fbeefc8eb0 | Clause:
The base rate of pay paid in cash by the Employer to or for the benefit of a Participant for services rendered or labor performed while a Participant, including base pay a Participant could have received in cash in lieu of (i) Compensation deferrals pursuant to Section 3.1 and (ii) elective contributions made o... | Label: Base Salary |
3447c77b-4a71-47b2-abbf-2e2522a14f1d | Clause:
This Agreement, including the termination and amendment of the Warrant Confirmations as set forth herein, shall be effective upon the date (the “ Effective Date ”) that each of (i) Company’s offering of its 2.875% Convertible Senior Notes due 2024 and (ii) Company’s repurchase of its 2.125% Cash Convertible Sen... | Label: Effectiveness |
ab54a0c3-1c5f-41be-a628-b9ac89255bb6 | Clause:
All payments hereunder shall be made by wire transfer of immediately available U.S. dollar funds to such account at such financial institution as Beneficiary may from time to time designate in writing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Payments |
a06be5a5-123b-43ca-88a2-ae0f6218721d | Clause:
This Assignment may be executed in one or more originals, but all of which together shall constitute one and the same instrument. An executed original of this Assignment containing complete copies of all exhibits is being filed of record in the county in which the Properties are located.
Task: Classify this cl... | Label: Counterparts |
001bc0c9-1734-4b6c-92f9-d6353955ad96 | Clause:
Except as set forth on Schedule 4.6, there are no actions, suits, or proceedings pending or, to the actual knowledge of any Borrower, threatened in writing against a Loan Party or any Loan Party Subsidiary that either individually or in the aggregate could reasonably be expected to result in a Material Adverse ... | Label: Litigations |
7cb9456b-7099-49b8-97e5-d4e4fe1274d2 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any 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 the Company during the period ... | Label: Confidentiality |
cc6373be-7032-4eed-a601-5c367e384f35 | Clause:
Sublandlord covenants that it will not voluntarily terminate the Prime Lease without the prior written consent of Subtenant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Terminations |
d97ef477-cbab-40e3-a5a6-b8c7540e976a | Clause:
If the Committee allows any non-corporate Subsidiary to adopt the Non-corporate Portion of the Plan, the Committee may allow certain employees of such Subsidiaries an opportunity to acquire Shares in accordance with such special terms and conditions as the Committee may adopt from time to time, which terms and ... | Label: Terms |
f47a2a12-5638-437e-bc04-4f9b6a190fda | Clause:
The Board reserves the right at any time and from time to time to amend this Plan in any respect in writing, and the amendment will be binding upon a Trustee and all Employer Companies without further action; provided, that no amendment will be made that (unless otherwise permissible under applicable law) would... | Label: Amendments |
ffa04484-45d8-46fa-ae4f-edc378191d3c | Clause:
Any warranty or representation made in the Loan Documents or with respect to the Property to Agent by Borrower, Guarantor or their respective agents on their behalf shall prove to be false or misleading in any material respect and the failure of Borrower to remedy same within 20 days after Agent’s written deman... | Label: Representations |
b1c94e8e-b14a-478e-92a7-4a34bd22248f | Clause:
If this Agreement and Executive’s employment hereunder is terminated due to the death of Executive pursuant to Section 7(c), Company shall have no obligation to Executive or legal representatives of Executive other than (i) payment of termination compensation in the amount equal to two (2) times Executive's ann... | Label: Death |
7b4ec057-10f1-4425-9888-46087f513cee | Clause:
The provisions of this Release are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Severability |
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