id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
661e1b9a-c7a5-4bf7-a09b-242d9ef31e16 | Clause:
The invalidity or unenforceability of any particular provision of this Guaranty shall not affect the other provisions, and this Guaranty shall be construed in all respects as if any invalid or unenforceable provision were omitted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Severability |
5dcf475d-a896-411c-ab45-b9835123f85e | Clause:
This Third Amendment, and the rights and obligations of the parties hereto, shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Governing Laws |
6245d0e7-e3ba-41aa-954e-561a3be25eda | Clause:
The parties agree that the arbitration of disputes provides mutual advantages in terms of facilitating the fair and expeditious resolution of disputes. In consideration of these mutual advantages, the parties agree to the Arbitration P rocedures set forth in Exhibit “B” attached hereto.
Task: Classify this cl... | Label: Arbitration |
9a17b1c9-a275-4941-bd74-63e5aeb5cb00 | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance ... | Label: Insurances |
770909f1-18ee-481b-a098-ce8805a18dda | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender, a facility fee which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the Availability Period, including at any time during which one or more of the... | Label: Fees |
cb67d0a0-e8c9-46de-affa-79748007fc18 | Clause:
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY OTHER PARTY HERETO OR ANY RELATED PARTY THEREOF IN ANY WAY RELATING TO THIS AGREE... | Label: Submission To Jurisdiction |
339731c8-7571-49de-aded-348139db9e90 | Clause:
THIS AMENDMENT NO. 2 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Governing Laws |
4c8b93fb-18be-40d7-9358-808f6e229d06 | Clause:
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other j... | Label: Severability |
ecc88fb4-f7ea-43de-b4b8-0b54e595156c | Clause:
Each Borrower represents and warrants that (a) each of the representations and warranties set forth in the Loan Documents is true and correct in all material respects as of the date hereof (except those that expressly relate to an earlier period) and (b) no Default has occurred and is continuing.
Task: Classif... | Label: Warranties |
82f1a5e8-a5c7-4828-8d09-dc5d7cbc3992 | Clause:
The Company and any of its Affiliates are authorized to withhold from any Award granted, or any payment relating to an Award under the Plan, including from a distribution of Stock, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to tak... | Label: Tax Withholdings |
ee21b48f-9425-4ba6-b532-1c7ed7bba36d | Clause:
Each Borrower is duly organized, validly existing and in good standing as a limited partnership or limited liability company, as applicable, under the laws of Delaware, and each Guarantor and the General Partner is duly organized, validly existing and in good standing (to the extent such concept is recognized u... | Label: Organizations |
ad7a8bcb-9bec-4ac9-b58b-00d6c4b904c5 | Clause:
Any provision of this First Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this First Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
Task: Classify this clause into O... | Label: Severability |
503eb470-1268-4f67-8937-f3076bb83d8a | Clause:
The Parent and the Borrower will, and will cause each of the other Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected... | Label: Compliance With Laws |
c57fe4e4-1555-41e8-a2bf-3c2861b70460 | Clause:
This Agreement and any disputes or claims arising hereunder will be construed in accordance with, governed by and enforced under the laws of the State of Oregonwithout regard for any rules of conflicts of law. Executive expressly consents to the personal jurisdiction of the state and federal courts located in M... | Label: Governing Laws |
d3a39fcf-1c66-4d3f-bd6a-f53a9cff78eb | Clause:
This Amendment shall be binding upon and inure to the benefit of the Borrower, the other Borrower Parties, each member of the Lender Group (including the New Lenders) and their respective successors and assigns; provided, that the Borrower shall be entitled to delegate any of its duties hereunder or assign any ... | Label: Assignments |
6ce79751-9cc6-47a2-89af-0cf814ae4347 | Clause:
If after receipt of any payment of all or part of the Obligations, Bank is for any reason compelled to surrender such payment to any person or entity, 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 Agree... | Label: Indemnifications |
10b33eb8-080d-497d-8f4e-a522d6ec470a | Clause:
Borrower will from time to time execute and deliver to Bank such documents, and take or cause to be taken, all such other or further action, as Bank may request in order to effect and confirm or vest more securely in Bank all rights contemplated by this Agreement and the other Loan Documents (including, without... | Label: Further Assurances |
d9a57a2d-2772-4837-84de-4597c2a8a45a | Clause:
An eligible individual shall become a Participant in this Plan when he or she is granted an Award hereunder, and shall no longer be a Participant when all Awards to the Participant have been completed, terminated or otherwise disposed of.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Participations |
bdbd5399-b1c3-4cf3-b078-a5aaddf22c6b | Clause:
On each Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the Company and the applicable Purchasers, the Company agrees to sell, and each Purchaser, severally and not jointly with the other Purchasers (as th... | Label: Closings |
a59b2f65-28ac-4782-a3eb-ffe7af794c47 | Clause:
The Borrower agrees to pay to each Consenting Lender an upfront fee of 0.15% of the aggregate amount of such Consenting Lender’s extended commitments, which fee shall be due and payable on December 15, 2017 prior to the effectiveness of the extension of the Termination Date.
Task: Classify this clause into ONE... | Label: Fees |
7f17a8b3-bfac-4706-9aa3-65c05fbe2670 | Clause:
Subtenant hereby agrees to indemnify and hold Prime Landlord harmless, with regard to the Subleased Premises, to the same extent that Sublandlord is required to indemnify and hold Prime Landlord harmless with respect to the Premises. Likewise, Subtenant hereby agrees to obtain and provide evidence satisfactory ... | Label: Insurances |
d84d401e-f641-4607-adfc-9f742c2975e8 | Clause:
The Board or the Committee shall have the power to alter, amend, modify or terminate the Plan or this Award Agreement at any time; provided , however , that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Award Agreement without t... | Label: Amendments |
0105567f-8aaa-41ef-a012-ac044ec2f650 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition in accordance with industry practice, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance co... | Label: Insurances |
16ffcc69-e930-43c4-b220-862fed085dfe | Clause:
In consideration of the payments and benefits set forth in the Letter Agreement, the Employee for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively, “ Employee Releasors ”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Co... | Label: Releases |
67c34d63-9879-4b24-a455-6eb2dc74ccbb | Clause:
Borrower shall use the proceeds of the Loan (a) to acquire the Property and/or repay and discharge any existing loans relating to the Property, (b) to pay all past-due Basic Carrying Costs, if any, in respect of the Property, (c) to deposit the Reserve Funds, (d) to pay costs and expenses incurred in connection... | Label: Use Of Proceeds |
520f895a-5a6f-4e3e-8ef8-9793de436075 | 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 ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TO... | Label: Waiver Of Jury Trials |
f23b3688-8c2e-45aa-a673-06951115562e | Clause:
Section 3.4 of the Credit Agreement is incorporated herein mutatis mutandis .
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: Taxes |
7eb06e67-82af-41ae-a7dd-dcf2b10c4f4e | Clause:
I, [name], on behalf of myself and my heirs, executors, administrators and assigns, in consideration of the Company’s agreement to pay me the severance and other payments and benefits as more fully described in the Employment Agreement in accordance with the terms and conditions of the Employment Agreement, do ... | Label: Waivers |
514ec951-005f-498c-b858-15ee63eb6575 | Clause:
The Grantor agrees to pay promptly the Collateral Agents and each of the Authorized Representatives for its reasonable and documented costs and expenses incurred in connection with this Joinder Agreement, including the reasonable fees, expenses and disbursements of counsel for the Collateral Agents and any of t... | Label: Expenses |
6a633909-cfed-4eb8-bc77-c4c561b7efd3 | Clause:
Each Seller and each Other Seller shall jointly and severally reimburse, hold harmless, indemnify and defend Buyer, its successors and assigns and their respective agents, employees, officers, trustees, members and retirants and the Property and the Community from and against any and all obligations, liabilitie... | Label: Indemnity |
98cd7f0c-0801-4ab5-97ae-6c98315ddfac | Clause:
This Agreement and any documents and agreements executed in connection with the Purchase embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, c... | Label: Entire Agreements |
1e363a57-03ae-4ae4-97fc-91a8caeaaa7c | Clause:
If any Lien in favor of Lender on a material part of the Collateral shall cease to be valid, enforceable and perfected and prior to all other Liens other than Permitted Liens or if Borrower or any Governmental Authority shall assert any of the foregoing.
Task: Classify this clause into ONE of these types (exac... | Label: Liens |
d7b69b87-9679-438a-b63f-a63c0348db9c | Clause:
ALEXION shall indemnify SINHA subject to and in accordance with the terms of the Indemnification Agreement, which survives SINHA's separation from ALEXION and remains in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Indemnifications |
c516fbc3-9d23-4c77-83c2-3af929534c0b | Clause:
On the date hereof, Borrower shall pay to Lender an amount equal to interest on the unpaid Outstanding Principal Balance from the Closing Date up to and including August 5, 2016 (the “ Initial Interest Period ”). On September 6, 2016 and each Monthly Payment Date thereafter during the Term, Borrower shall make ... | Label: Payments |
0f59e039-0759-49d8-93c0-b027478b5313 | Clause:
The Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or ot... | Label: Sales |
5f52d305-004c-43a0-b400-fd09ef62620f | Clause:
During the Employment Term, the Executive shall be entitled to twenty (20) paid vacation days per calendar year (pro-rated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Vacations |
0b9556d4-69bf-4d0e-aeaa-35406486cfd5 | Clause:
The Borrower shall pay to the Servicing Agent for its own account fees in the amounts and at the times previously agreed upon between the Borrower and the Servicing Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Fees |
d3d6b1c4-3515-4d21-bde0-fbabd3e945ff | Clause:
In consideration for all services rendered by Executive during the term of this Agreement, Employer shall pay Executive an annual base salary (before all customary and proper payroll deductions) of $217,300 as adjusted from time to time (“Base Salary”). The Board of Directors of the Employer shall review Execut... | Label: Base Salary |
a4cf5cfa-3553-41d5-875b-2236e9dc669d | Clause:
The Borrower will not earn, nor will the Borrower (or the Collateral Manager on behalf of the Borrower) enter into a Commitment to acquire a Portfolio Asset on terms that enable the Borrower to earn, any fee, commission or other compensation for services, however denominated, associated with the negotiation, st... | Label: Fees |
d545ae18-fc2b-423c-8883-fa12464f7ea1 | Clause:
Tenant’s indemnity of Landlord as set forth in this Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities resulting from any act or omission of Tenant or Tenant’s Agents, or anyone directly or indirectly employed by any of them, or in connection with or resulting fr... | Label: Indemnity |
bd98ca39-386e-45fa-9533-9481032d3f69 | Clause:
The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Headings |
2f0a8ce1-82ad-49e0-a30e-fc62eaee359c | Clause:
THIS AIRCRAFT SECURITY AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AIRCRAFT SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AIRCRAFT SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT ... | Label: Governing Laws |
ce475936-d7b8-4a5a-8cae-96755d0f86e9 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or a Borrowe... | Label: Participations |
07ad84aa-f58f-4b9d-b0ae-d7e8c29e08e3 | Clause:
This Agreement may be amended only in a writing signed by both 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, Authorizations, Base Salary, Benef... | Label: Amendments |
810fff2c-8086-4f7d-83c2-73ed73b5df3d | Clause:
All of the representations and warranties made by the Borrower or Holdings in the Credit Agreement or in any other Loan Document in respect of the Grantors are true and correct in all respects as if such representations and warranties were incorporated herein in their entirety and made by such Grantor.
Task: C... | Label: Warranties |
8d80fb35-d787-4bc5-964c-d7f84b14dd25 | Clause:
Wealth Generators has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied with, would have a Material Adverse Effect on the business or financial condition of Weal... | Label: Compliance With Laws |
adb81276-16b9-4534-b99b-dc3eb0615a3a | Clause:
The Transaction Documents, together with any exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge h... | Label: Entire Agreements |
665b4809-0aa6-47ba-9513-4ba6e61f2390 | Clause:
This Stock Option Award Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Option Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Amendments |
d2dfdce9-8ead-4172-97a9-8db301c0c335 | Clause:
Any dispute regarding the interpretations of this Agreement shall be submitted by the Optionee or by the Corporation forthwith to the Committee, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on the Corporation and on the... | Label: Interpretations |
2629a10d-a526-45fb-98b1-51cab0b8eb9f | Clause:
Any notice required under this Agreement shall be deemed duly delivered (and shall be deemed to have been duly received if so given), if personally delivered, sent by a reputable courier service, or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at th... | Label: Notices |
6bdebd20-0389-40c6-b4fe-e3bb51e24b6b | Clause:
The date of “Disability” of a Participant means the date on which the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, eligible to receive income replac... | Label: Disability |
60bade11-cb88-44eb-bfeb-f181f056279e | Clause:
The Borrower will not, nor will it permit any Subsidiary to, enter into or suffer to exist any Sale and Leaseback Transaction or any other transaction pursuant to which it incurs or has incurred Off-Balance Sheet Liabilities.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Sales |
c00247fe-ea5f-4fcb-a2a8-183b03843815 | Clause:
The Borrower and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws in all material respects and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
Task: Classify this clause into ONE of these types ... | Label: Anti-Corruption Laws |
ee51eb3e-8c09-438d-9e50-259fa438fe06 | Clause:
At any time prior to the Closing, any party may, subject to Section 10.1 and applicable Laws, (a) waive any inaccuracies in the representations and warranties of any other party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party hereto or (c) waive compliance by... | Label: Waivers |
4e26fccb-bb1c-4711-a380-ead13e81fe00 | Clause:
This Guaranty embodies the entire agreement and understanding between the Company and the Guarantor pertaining to the subject matter of this Guaranty, and supersedes all prior agreements, understandings, negotiations, representations and discussions, whether verbal or written, of such parties, pertaining to tha... | Label: Entire Agreements |
8901d25b-8c0f-4b9c-b80c-096c38fa972f | Clause:
This agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page t... | Label: Counterparts |
1e2763ab-fa73-4eda-b144-e4e792914ae8 | Clause:
Except as otherwise provided in this Agreement, each of the Weatherford Entities, the Schlumberger Entities and the JV Companies shall bear their own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreem... | Label: Expenses |
c2168dd5-a3a9-460f-82c9-2824161c0a02 | Clause:
This Agreement represents the complete agreement among Schmitz and the Company concerning the subject matter hereof and supersedes all prior agreements and understandings, written or oral, between Schmitz and any member of the Company concerning the subject matter of this Agreement except those provisions of th... | Label: Entire Agreements |
4ab36d5e-e4bb-4a26-b1b9-544068c9aa2c | Clause:
In the event of Employee’s death this Agreement shall terminate and Company shall be under no obligation to make any further payments whatsoever under this Agreement, except that Employee’s executors, administrators, or other legal representatives shall be entitled to receive any Payable Amounts.
Task: Classif... | Label: Death |
47ad239f-1334-4d0f-a5e6-b36e755e550c | Clause:
The Plan shall terminate on the Plan Termination Date and no Award shall be granted after that date. The applicable terms of the Plan and any terms and conditions applicable to Awards granted prior to the Plan Termination Date shall survive the termination of the Plan and continue to apply to such Awards.
Task... | Label: Terms |
ba875976-182a-488c-bb14-48e73eb1b147 | Clause:
During the Contract Period if the Executive becomes permanently disabled, or is unable to perform the Executive’s duties hereunder for 4 consecutive months in any 12 month period, the Company may terminate the employment of the Executive. In such event, the Executive shall not be entitled to any further benefit... | Label: Disability |
b623dcdc-617d-4a68-94c6-4937e813769d | Clause:
Each party to this Agreement shall execute and cause to be delivered to each other party to this Agreement such instruments and other documents, and shall take such other actions, as such other parties may reasonably request (prior to, at or after the Closing) for the purpose of carrying out or evidencing any o... | Label: Further Assurances |
cef14b82-04ca-47f1-9257-97e228624724 | Clause:
No Acquired Company is a “benefit plan investor” as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and none of the transactions contemplated by this Agreement are in violation of any statutes applicable to any Acquired Company, that regulate investments of... | Label: Erisa |
dee94c4f-eb8b-4917-907a-6ab484bba5e5 | Clause:
It is hereby agreed that title to and ownership of the Tanks shall remain vested in the Lessee until the earlier to occur of (1) execution of a written agreement between the Lessee and the Port Authority transferring title to the Tanks (as applicable) to the Port Authority or in New York City (which agreement m... | Label: Titles |
0e77e284-032e-49c4-a354-cfa70973a0fb | Clause:
The representations, warranties, covenants, and agreements made herein shall survive the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transac... | Label: Survival |
0f10b0c7-6acb-4a65-b3a6-c7808b5be6a1 | Clause:
(a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH RESPECT TO THE BORROWER AND THE SERVICER, THE EXCLUSIVE JURISDICTION, AND (II) WITH RESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN... | Label: Consent To Jurisdiction |
90ecede8-e93d-4c97-a2b4-f3f5ce2bb8c3 | Clause:
The Grantee, if such person is an officer, director or owner of greater than 5% of the Common Stock of the Company at such time (including, for purposes of determining stock ownership, shares of Common Stock issuable upon exercise of options or warrants, or conversion of securities convertible into shares of Co... | Label: Agreements |
9dc072a0-cc14-4c0f-b6cd-58cbbc7c61eb | Clause:
The term of this Agreement shall begin on the Effective Date at your new compensation (which was effective April 1, 2017), which will be reviewed periodically in the same manner as your peer executives. This Agreement shall supersede your prior executive agreement and shall terminate on the earlier of June 1, ... | Label: Terms |
f97889f4-b7fb-4a4c-814e-e3df603d8c62 | Clause:
No Default or Event of Default has occurred and is continuing. Without limiting the foregoing, no Default would result from the consummation of the Transactions. As of the Closing Date, neither the Company nor any Subsidiary is in default under or with respect to any Contractual Obligation in any respect that, ... | Label: No Defaults |
60939882-6eb7-4d33-9232-825d2dff0d46 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or 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 of the ap... | Label: Releases |
bbda8785-0cf1-4309-8e40-935373bc1583 | Clause:
The Company’s subsidiaries (the “Subsidiaries”) consist of (i) Digital Power Limited, doing business as Gresham Power; (ii) Digital Power Lending, LLC; and (iii) Microphase Corporation. Except for Microphase Corporation, the Company owns directly all of the capital stock or other equity interests of each Subsid... | Label: Subsidiaries |
51f79149-0d2f-461a-ba83-d24247e4c1ca | Clause:
This Agreement and any documents and agreements executed in connection with the Purchase embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, c... | Label: Entire Agreements |
d11983c5-96f3-4740-aca2-8b511fa56ed8 | Clause:
This Agreement (including the Notice of Grant) and the Plan, and, upon execution, the Notice and Investment Representation Statement, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previously written or oral negotiations, commitments, representat... | Label: Entire Agreements |
eeb10c2f-aa2a-43a1-aec5-4d3ceac6b7a7 | Clause:
This Sixth Amendment may be executed in counterparts, each of which shall be deemed an original part and all of which together shall constitute a single agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Counterparts |
ed0d4f5e-5573-4666-85fb-6a57d1b45c9d | Clause:
By its signature, each Person executing this Agreement represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The Collateral Trustee hereby further represents and warrants to the other parties hereto that it is authorized to enter into this Agreement on behalf ... | Label: Authority |
0f09334e-f8e5-477f-bea9-d3267b889068 | Clause:
This Agreement, together with the Transaction Documents (as defined in the Purchase Agreement) and the Guaranty Agreement, is intended by the parties hereto as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto and... | Label: Entire Agreements |
4183e228-0b5a-4b12-9028-96ec627e88e5 | Clause:
(a) On the Termination Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party in accordance with Section 9.16 of ... | Label: Terminations |
29c11389-5a85-477a-bdcb-71480188d278 | Clause:
There are no actions, suits, or arbitration, administrative or other proceedings pending or, to Seller’s knowledge, threatened against Seller with respect to the Station which would, individually or in the aggregate if adversely determined, be a Material Adverse Condition on the Sale Assets or the operation of ... | Label: Litigations |
b9105bf2-1100-471f-9d77-974cd2031a48 | Clause:
The Recipient accepts this award of RSUs subject to all of the terms, provisions and restrictions of this Agreement and the Plan. The undersigned Recipient hereby accepts as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under this Agreeme... | Label: Interpretations |
8070890a-887f-49bc-840c-d3dd718a2654 | Clause:
This Second Amendment 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 document. The delivery of an executed counterpart of this Second Amendment by facsimile or as a PDF or similar attachment to an e-mail shall constitute... | Label: Counterparts |
737e98d7-8f32-438b-ac18-fc9d86ee30b5 | Clause:
AGP, the Board, the Compensation/Pension Committee, the Administrative Committee, all fiduciaries with respect to the AGP SERP, and all other persons or entities associated with the operation of the AGP SERP, and the provision of benefits thereunder, may reasonably rely on the truth, accuracy and completeness o... | Label: Consents |
6581b4fd-5bce-4053-9860-7c97d92409da | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of N... | Label: Governing Laws |
8cad3b92-0f62-4eb7-af02-76c7ddd71882 | Clause:
This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgor, its successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent, its successors, tran... | Label: Assignments |
fee30e86-455a-4744-8faf-ec9abe725284 | Clause:
This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. Each party hereby irrevocably submits to the jurisdiction of any New York state court or any federal court in the State of New York in respect of any suit, action... | Label: Governing Laws |
fd14afbb-3e28-48fc-9fb1-3f4f1ea696e2 | Clause:
This Agreement contains all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the parties hereto, except for any pre employment confidentiality agreement that may exis... | Label: Modifications |
e87a1520-eef1-4b71-89f4-c3b102cfee02 | Clause:
The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that any Investor (without being joined by any other Investor) shall be entitled to specific performance of the terms hereof, in addition to any oth... | Label: Specific Performance |
6cb4d15a-2f8d-4793-87dd-9c2c709a2686 | Clause:
If an Event of Default has occurred and is continuing and Administrative Agent (for its benefit and for the benefit of Lenders), without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale and notices required ... | Label: Remedies |
ea27a05a-de8d-4d49-8743-5625a6ac5848 | Clause:
No amendment, modification, or waiver of any provision of this Grid Note nor consent to any departure by Borrower therefrom shall be effective unless the same shall be in writing and signed by the Lender and then such waiver or consent shall be effective only in the specific instance and for the specific purpos... | Label: Amendments |
59a17a73-bef3-4931-a0b7-c8e6be444c27 | Clause:
Capitalized terms used and not defined in this Resignation Agreement have the respective meanings assigned to them in the Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Definitions |
d62164ea-3fb9-4c23-980e-dd32552cc289 | Clause:
The Transaction Bonus will be paid to Employee in a lump sum cash payment promptly following the consummation of a Change in Control (but in no event more than thirty (30) days thereafter) if Employee remains employed through the date of a Change in Control or incurs a Payment Eligible Termination prior thereto... | Label: Payments |
281e779d-952d-410c-b777-81cce9740004 | Clause:
Obligations incurred by the Company pursuant to this Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participant and the Participant’s Eligible Spouse.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Binding Effects |
a2b67300-c85d-459d-a96a-8b9508dbc17e | Clause:
On the terms and subject to the conditions hereof, the consummation of the funding of $[●] by the Preferred Unit Purchaser shall take place on the Closing Date at the offices of Kirkland and Ellis LLP located at 600 Travis Street, Suite 3300, Houston, Texas 77002.
Task: Classify this clause into ONE of these t... | Label: Closings |
35b5902d-94fe-4117-8a78-a7160a254f97 | Clause:
It and its Subsidiaries carry insurance on their Projects with financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are at least comparable to the coverage maintained by institutional owners of similar properties as evidenced by insurance certifi... | Label: Insurances |
0ee745df-9f3a-4ef9-aa52-98ebfb3976ba | Clause:
This Award Agreement shall be administered, interpreted and enforced under the laws of the State of New York, without regard to the conflicts of law principles of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Governing Laws |
2f2ede97-f8b0-4dfd-afaa-91f740be54a4 | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid or prohibited by or under applicable law, such provision shall be ineffective only to the extent of such prohibi... | Label: Severability |
9acdcd03-4986-4592-824b-953cae33d66e | Clause:
The Company and/or any participating affiliate may deduct from any payments otherwise due under this Plan to a Participant (or beneficiary) amounts required by law to be withheld for purposes of federal, state or local taxes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Tax Withholdings |
27e4e35c-9a95-484f-a903-52e6f9de7104 | Clause:
This Agreement and the other Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of laws principles thereof but including Section 5-1401 and 5-1402 of the New York General Obligations Law.
Task: Classify this clause into ONE of th... | Label: Governing Laws |
a4735bc5-c8e3-430d-8e78-a8b8051cb7e4 | Clause:
Except as set forth in Schedule 5.23 , none of the officers or directors of the Company or any of its Subsidiaries and, to the Company’s Knowledge, none of the employees of the Company or any of its Subsidiaries, is presently a party to any transaction with the Company or any of its Subsidiaries (other than for... | Label: Transactions With Affiliates |
360dafbd-c01a-4109-bcd7-69ce971a6953 | Clause:
(a) The Borrower will pay a fee (the “ L/C Fee” ) in Dollars on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility on the Dollar Amount of such Letter of Credit, shared ratably among the Revolving Le... | Label: Fees |
2b45899d-249d-48c0-bab1-769afff0d224 | Clause:
From and after the “Founders Closing” (as defined below and which shall be the “Effective Date” of this Agreement), Executive shall be employed by the Company in the capacity of Principal; in such capacity, Executive shall be a member of the Board of Directors (the “Board”) of Fortress Investment Group LLC, a D... | Label: General |
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