id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
a53f3e98-a52a-433c-824d-1c2271515268 | Clause:
The Borrower will not request any Loan or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit ( A a ) in furtherance of an offer, payment, promi... | Label: Use Of Proceeds |
25f3e810-cb50-42f1-86f5-4bfebfb9bee1 | Clause:
In this Agreement, including any Schedules, and Exhibits, unless otherwise expressly indicated or required by the context: (a) the words “including” or “includes” shall be deemed to mean “including without limitation” and “including but not limited to” (or “includes without limitation” and “includes but is not ... | Label: Construction |
d4c9a80b-5ae6-4dd2-b93b-2ef7e521909c | Clause:
Tenant hereby confirms that (i) the Lease is in full force and effect and Tenant is in possession of the Existing Premises; (ii) Landlord has performed all outstanding Landlord’s Work under the Existing Lease; and (iii) to Tenant’s knowledge, there are no defaults by Landlord under the Lease. Landlord hereby co... | Label: Representations |
a34bda72-be24-4d22-a3a8-659ed945d8aa | Clause:
Borrower acknowledges and agrees that Lender is specifically and reasonably relying upon the representations, warranties, and agreements contained herein, and that this Agreement is being executed by Borrower and delivered to Lender as an inducement to Lender to forbear from exercising contractual remedies avai... | Label: Waivers |
10142f4a-0dd7-487e-a3bf-e7d04557f87d | Clause:
Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have the right to receive from the Company, or any corporation which is a member of an “affiliat... | Label: Benefits |
807dafda-0aba-4f30-a97a-f59899cc7f77 | Clause:
The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that all governmental and third party approvals necessary in connection with this Agreement and the continuing operations of th... | Label: Approvals |
8e1a1628-a2dc-4e73-b243-430cf153835d | Clause:
The Executive hereby acknowledges and agrees that the covenants and obligations made and undertaken in this Section 9 are fair and reasonable in all respects, including, without limitation, with respect to duration, geographic area and scope of activity, and do not (and shall not) prevent the Executive from ear... | Label: Severability |
5601dc13-4f33-407c-9c94-a129e75cb2dd | Clause:
The term of Rodman’s exclusive engagement will begin on the date hereof and end 30 days after the date hereof (the “ Term ”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribu... | Label: Terms |
d4856adf-91a3-4022-b256-e80c48647f08 | Clause:
This Agreement and the other Loan Documents (i) are valid, binding and enforceable against the Borrower and the Bank in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement between the parties with respect to the subject matter... | Label: Entire Agreements |
70299ea2-31dc-453c-a246-083bf6cdce59 | Clause:
Any dispute or controversy arising out of this Agreement, or its interpretation, shall be submitted to and resolved exclusively by arbitration in New York City, New York under the rules of the American Arbitration Association as then in effect. Any award in such arbitration shall be final and binding upon the p... | Label: General |
cf9721e9-c94f-423d-8569-c8fd44ad0623 | Clause:
The Employer may withhold from any benefits payable under this Plan all federal, state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Tax Withholdings |
ca266089-3b05-4a2a-b8d1-b634f3e8f6b0 | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY, THE LENDERS, AND THE AGENT EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACT... | Label: Waiver Of Jury Trials |
c4ecc532-5ce5-406f-a8c8-5e9474cfd5de | Clause:
Executive represents that he has had the opportunity to discuss this matter with and obtain advice from his own legal counsel, has had sufficient time to, and has carefully read and fully understands all the provisions of this agreement, and is knowingly and voluntarily entering into this Agreement.
Task: Clas... | Label: Representations |
76d5c9e0-9fc2-43a3-8f7f-8c531fa7c5f4 | Clause:
The Company hereby amends and restates the “Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan,” as set forth in this document. The Plan permits the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Cash Awards and Performance Awards. The Plan shall become effective on the latest o... | Label: Amendments |
867ae97f-a2d7-4269-ac55-160226875838 | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT F... | Label: Submission To Jurisdiction |
b4929bcc-6df2-487b-a277-081aaddb9f78 | Clause:
If any provision of this Agreement or its application is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or application and, therefore, the provisions of this Agreement are declared to be severable.
Task: C... | Label: Severability |
7c773d3b-95ea-4c4b-b521-27e9e94d8b91 | Clause:
EACH GUARANTOR 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 THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY R... | Label: Submission To Jurisdiction |
4cf27d07-5640-4f04-bc31-4db9e3e74c5c | Clause:
Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices will be addresse... | Label: General |
74961972-751f-4ebc-b4b2-49d26c828635 | Clause:
A Participant shall be 100% vested at all times in his or her Deferral Subaccount.
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 Sa... | Label: Vesting |
d3ec502d-bfdf-4fe3-8b1b-0dd634d5de7a | Clause:
Upon satisfaction of the conditions set forth in Section 5.1 above, this Amendment shall constitute a legal, valid and binding agreement of such Loan Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equit... | Label: Binding Effects |
44486397-a2b0-4af2-ba6a-93de6e6808bf | Clause:
The Company hereby hires and employs Employee as of the Effective Date as Chief Financial Officer, General Counsel and Secretary of the Company and Employee hereby accepts such employment with the Company on the terms and conditions set forth herein.
Task: Classify this clause into ONE of these types (exactly ... | Label: Employment |
db19fb1c-b95b-40d5-adbc-3556d5dd6735 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before September 30, 2016;... | Label: Terminations |
2ea3048e-0ce2-4c56-877b-62b314d8aeeb | Clause:
Should any covenant, term or condition contained in this Agreement become or be declared invalid or unenforceable by a court of competent jurisdiction, the parties agree that the court shall be requested to judicially modify such unenforceable provision consistent with the intent of this Agreement so that it sh... | Label: Severability |
520af776-2413-4fea-bfc1-50836228e994 | Clause:
In the event of any dispute, difference or question arising between the Parties in connection with this Agreement, the construction thereof, or the rights, duties or liabilities of either Party hereunder, other than any Disputed Matter that is submitted for resolution as provided in Section 2.1.6 (each, an “ Ar... | Label: Arbitration |
8e99c58a-a238-49ed-bf15-164a6a1dc070 | Clause:
This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral, including any agreements that provide for severance benefits. No waiver, alteration, or modification of any of the ... | Label: Integration |
33ef39d2-ad33-4631-bb7d-d999229b9979 | Clause:
Employee and the Company acknowledge that this Agreement contains the entire agreement and understanding of the parties and that no other representation or agreement of any kind whatsoever has been made to Employee by the Company or by any other person or entity to cause Employee to sign this Agreement.
Task: ... | Label: Entire Agreements |
ae3846f3-34a6-435c-b61d-d61722e050f7 | Clause:
Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for wh... | Label: Taxes |
43f294b4-d472-48fa-be9a-169fb46030fd | Clause:
In the event that a Change in Control (as defined in the Plan) occurs prior to the lapsing of the forfeiture restrictions with respect to any portion of the shares of Restricted Stock awarded hereunder, the Compensation Committee, prior to consummation of such Change in Control, shall determine, based on the Co... | Label: Change In Control |
67c8762a-aa8b-4dc3-9a7b-94ddb88afd5e | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED 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, Amendmen... | Label: Governing Laws |
72540e9a-e91d-41b6-a173-e91ccc740911 | Clause:
Any amendment or waiver effected in accordance with this Article VIII shall be binding upon Buyer and Seller; and Buyer’s failure to insist upon the strict performance of any term, condition or other provision of this Agreement or any of the Program Agreements, or to exercise any right or remedy hereunder or th... | Label: Waivers |
b7247007-7839-4a03-9933-9b0c10fbc16a | Clause:
As of February 29, 2016, the authorized capital stock of the Company consists of (i) 200,000,0000 shares of Common Stock, par value $0.001, of which 40,253,056 shares are issued and outstanding, 3,935,000 shares are reserved for issuance pursuant to stock options granted, 17,888,945 shares are reserved for issu... | Label: Capitalization |
e65e1b33-747f-48a5-aacf-02f6e903280c | Clause:
The representations and warranties of the Stockholder contained herein shall not survive the Termination Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Warranties |
d6af191f-7007-4629-98c0-2bcaca4330b4 | Clause:
This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment No... | Label: Counterparts |
8fe93aae-ec66-4a7b-8136-2ff57631c76b | Clause:
Each Lender hereby irrevocably (subject to Section 13.9 ) appoints, designates and authorizes Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Financing Agreement and to exercise such powers and perform such duties as are expressly delegated to it by t... | Label: Authorizations |
4f32276f-b97c-4f54-9131-877b2d47d316 | Clause:
This Agreement and, to the extent referenced herein, the Merger Agreement, and any other documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and o... | Label: Entire Agreements |
e61267a0-795c-4b3b-91b3-2dfc1853e6e9 | Clause:
This Agreement may be amended, before or after the adoption of this Agreement by the stockholders of the Company and Merger Sub only by an instrument making specific reference to this Agreement in writing signed on behalf of each of the parties; provided that, any amendment adopted after the adoption of this Ag... | Label: Amendments |
f09f4011-c15d-4dcc-8b36-0924a3cbed04 | Clause:
The authorized capital stock of the Company consists of 100,000,000 shares of Preferred Stock, none of which are issued and outstanding, 200,000,000 shares of Common Stock, of which 35,763,339 shares are issued and outstanding as of the close of business on the date of this Agreement. All of the issued and outs... | Label: Capitalization |
c7cf2633-8c7b-4e11-b275-74239819265a | Clause:
This First Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this First Amendment by telecopy or other electronic transmission s... | Label: Counterparts |
a4f1e6bf-88dc-411d-a3cc-75fec207a6d1 | Clause:
Each of Landlord and Tenant (in such capacity, the “ Indemnifying Party ”) represents and warrants to the other party (in such capacity, the “ Indemnified Party ”) that the Indemnifying Party has not dealt with any broker or agent in the negotiation for or the obtaining of this Amendment and agrees to reimburse... | Label: Brokers |
ad060fb3-d0ef-41ed-a7f5-01c3f51a9067 | Clause:
Any Deliverables or Cornell Materials produced in connection with this Agreement shall be promptly and fully disclosed to Annapurna in accordance with the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Disclosures |
d139e5b9-5cc1-4fe1-9018-6c626d4713a9 | Clause:
This Agreement shall be governed by the laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. If... | Label: Governing Laws |
482897bd-e146-4457-a5a2-da932cac7176 | Clause:
Each Second Priority Representative, on behalf of itself and the other applicable Second Priority Secured Parties, agrees it shall take such actions with respect to the ABL Priority Collateral as the First Priority Representative shall reasonably request in connection with an Enforcement Action by any First Pri... | Label: Cooperation |
72f92bf4-158f-4b9a-91fd-73c3637819a4 | Clause:
This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter conta ined herein and supersede all prior communications, representations and negotiations with respect thereto.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Entire Agreements |
1e912638-0322-4066-ae05-717518e7d697 | Clause:
The Company shall use commercially reasonable efforts to provide to counsel for CAC (a) drafts of all material motions, applications (other than applications seeking to retain professional advisors), and other documents the Company intends to file with the Bankruptcy Court, no less than three (3) Business Days ... | Label: Cooperation |
652b5820-4eaf-4c60-b14c-4882b27fc3a7 | Clause:
The Parent hereby waives notice of the acceptance of this Guaranty and of the extension or continuation of the Obligations or any part thereof. The Parent further waives diligence, presentment, protest, notice or demand or action or delinquency in respect of the Obligations or any part thereof, including any r... | Label: Waivers |
7974533e-375b-4210-ba38-beb53e515430 | Clause:
During the Employment Period (as hereinafter defined), the Company shall employ Employee, and Employee shall accept employment with the Company, all upon the terms and subject to the conditions set forth in this Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Employment |
b1882cb8-8692-4075-bc25-e97cf3698f85 | Clause:
(a) The SPV agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Investors, the Agent, each Managing Agent and each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneys’, accountants’, rating agen... | Label: Expenses |
f04c73e0-adc1-4f9b-b28c-b45e9c1ffe9a | Clause:
With respect to each Mortgage Loan as of the related Funding Date, the Seller makes each of the “Representations and Warranties Respecting the Individual Mortgage Loans” as are set forth in the Guide as it exists on the related date such representation and warranty was made.
Task: Classify this clause into ONE... | Label: Representations |
f8ed6154-5fff-40c4-857d-38f0e552071b | Clause:
In the event that the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to death at a time that the Grantee’s Restricted Stock Units have not yet vested, a pro rata portion of the Grantee’s Restricted Stock Units shall vest as follows: First, for purposes of Sectio... | Label: Death |
30e0843a-fcf0-409d-b27a-33744d7c3687 | Clause:
The Borrower represents and warrants to the Lenders that after giving effect to this Amendment (a) all of the representations and warranties of the Borrower contained in the Loan Documents (other than the representation set forth in Section 4.4 of the Credit Agreement) are true and correct in all material respe... | Label: Representations |
5ca15363-160f-4fda-916a-981118dfce08 | Clause:
Any and all documents and/or information exchanged between the Parties or with the Arbitration Panel will be confidential. Unless otherwise expressly agreed in writing by the Parties or required by Law, the Parties, their respective representatives and Affiliates, the witnesses, the Arbitration Panel, the Arbit... | Label: Confidentiality |
1188f82f-72f0-4f62-921b-63200d28284c | Clause:
The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive the execution and delivery hereof until the termination of this Agreement; provided , however , that (i) the provisions of Article VII (Termination), Article VIII (Indemnification)... | Label: Survival |
b2cdabed-385b-4aa4-816c-afb87dcf324a | Clause:
This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed, interpreted and enforced 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-Corruptio... | Label: Governing Laws |
ba5a34be-e91c-4b9a-a650-708fd662fe20 | Clause:
The term of this Agreement shall commence on the Effective Date and shall continue until this Agreement is terminated in accordance with section 3 . The Company recognizes the Effective Date as the Employee’s start date for services rendered for calculating all entitlements pursuant to this Agreement.
Task: C... | Label: Terms |
81368493-3d22-4bde-baf4-7591c7cfa07d | Clause:
Any notice required by the terms of this Award Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executiv... | Label: Notices |
fa32e962-080b-4d98-85db-143b92c24223 | Clause:
This Agreement (including the schedules hereto), together with the Confidentiality Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect t... | Label: Entire Agreements |
04741363-0c67-437d-a84d-800796970116 | Clause:
Prior to the Closing Date, Purchaser shall have the right to assign this Agreement to an affiliated assignee, as long as such assignee shall assume and agree to perform in writing all of Purchaser’s obligations hereunder and Purchaser shall, simultaneously with such assignment, provide Seller with a copy of suc... | Label: Assignments |
bb94d3f6-4259-45c2-acd6-c65c5c979c7d | Clause:
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE ... | Label: Waiver Of Jury Trials |
4617331e-5eb5-4a3f-a270-065834169b18 | Clause:
(a) This Guaranty is a guaranty of payment and not of collection. Lender shall be under no obligation to institute suit, exercise rights or remedies or take any other action against any Borrower or any other person liable with respect to any of the Obligations or resort to any collateral security held by it to ... | Label: Waivers |
1648a8ff-bb19-47df-b31f-0735e70b0040 | Clause:
All notices required hereunder shall be given by telephone (confirmed in writing) or shall be in writing and personally delivered or sent by facsimile transmission, reputable overnight delivery service or certified United States mail, postage prepaid, and addressed to the respective parties at their addresses s... | Label: Notices |
de962872-cfaa-49a4-9204-957f2ae3b983 | Clause:
Upon exercise of all or any part of the Non-Qualified Stock Options hereunder, the Participant will pay or make adequate arrangements satisfactory to the Corporation to pay the exercise price per Share of any portion of the Non-Qualified Stock Options which the Participant will exercise and to satisfy all withh... | Label: Withholdings |
1858ad48-74cf-4c01-9fe7-7adfeeb70eb1 | Clause:
This Agreement shall be governed by the internal law (and not the law of conflicts of laws) of the State of Colorado.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns,... | Label: Governing Laws |
d53c6f98-8974-4686-9eeb-d185b88d9193 | Clause:
The Board may grant options to purchase Common Stock (each, an “ Option ”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable ... | Label: General |
85fe23a2-de07-4c17-955d-442b135c0a3f | Clause:
Subject to all of the provisions of the Stock Unit Agreement, upon the last day of the Performance Period, the Participant shall become vested in such number of PSUs, if any, as determined under the schedule below, based on the average annual rate of return on equity attained by the Corporation for the Performa... | Label: Vesting |
13ecab0a-7b3f-45ba-b330-7bbda0cc69ba | Clause:
This Agreement shall be governed by the laws of the State of Tennessee and the substantive federal laws of the United States and the laws of such state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Applicable Laws |
3d2af750-a83c-4f22-8f88-438139eef3b1 | Clause:
Subject to Section 4 hereof, Assignors hereby unconditionally and irrevocably grant, bargain, sell, assign, transfer, convey, and deliver to Assignee all of Assignors’ right, title and interest in, to and under the Contracts free and clear of all Encumbrances (the “ Assignment ”).
Task: Classify this clause in... | Label: Assignments |
370efb0a-cfa5-4aae-9e9b-d8d5f50b38d1 | Clause:
This Award Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall co nstitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Counterparts |
339b4535-0bae-45e2-9a1c-3f3aec33dced | Clause:
Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Purchasers may be rescinded by the Purchasers and any of the Obliga... | Label: Amendments |
619f7734-3a79-443e-a08e-0550f8fbde28 | Clause:
Regardless of any action the Company or Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other applicable taxes (“Tax Items”) in connection with the Award, Participant hereby acknowledges and agrees that the ultimate liability for all Tax I... | Label: Tax Withholdings |
d4fd1ec2-77d7-42ef-9f85-6659f85e9bb2 | Clause:
The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and will not violate (a) such Party’s certificate of incorporation or bylaws, (b) any agreement, instrument or contractual obligation to whic... | Label: Authorizations |
d5d5cfa7-7648-432b-be7e-0f4b0f3625e0 | Clause:
Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate any Applicable Law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of the securities... | Label: Compliance With Laws |
335c2625-6b32-420c-8cd0-c14c5661db00 | Clause:
All notices, requests, demands and other communications to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth at the beginning of... | Label: Notices |
fe9307f5-68c8-49a1-ba7c-619210720a6b | Clause:
Executive shall serve as the Company’s Chief Commercial Officer and shall report directly to the Company’s Chief Executive Officer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Positions |
da360d07-a848-4a7b-b2e6-871215a0589e | Clause:
This Agreement shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Units, except to a successor grantee in the event of the Grantee’s death.
Task: Classify this clause into ONE of these types (exactly... | Label: Assignments |
9365203c-9495-4123-b0d2-199fa0b2642b | Clause:
The holders of shares of Series B Preferred Stock are entitled to the same rights as the holders of Common Stock with respect to rights to receive notices, reports and audited accounts from the Company and with respect to attending stockholder meetings.
Task: Classify this clause into ONE of these types (exact... | Label: Notices |
8ff35235-7471-410e-ac30-7824c00d2660 | Clause:
In the event of any action, mediation or other proceedings between or among the parties hereto with respect to this Agreement, each party shall pay for their own attorneys’ fees and related costs and expenses, irrespective of which party is deemed to be the prevailing party.
Task: Classify this clause into ONE... | Label: Costs |
d1451297-8400-4a9b-8f62-11d7adf444c7 | Clause:
The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement, and performance of the terms of this RSU Agreement regardless of the law that might be applied under principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Governing Laws |
9069b0f0-e2e7-46ff-aa2d-c04d9aaa1237 | Clause:
The Assignors hereby assign and transfer to Assignee all of their respective right, title, and interest in, to, and under the Restated Pipelines and Terminals Agreement, effective as of the Effective Time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Assignments |
ce5da593-5a10-44f9-a637-e847d1ca34ee | Clause:
The provisions of this Section 10.04 shall not apply with respect to liability for taxes, which shall be subject to Section 3.01 (other than taxes that represent losses arising from any non-Tax claim).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Taxes |
d6249399-5792-490f-b9e7-1b0a9de2d4e6 | Clause:
Meetings of the Board of Directors may be called by the Chairman, the President or upon the written request of two Directors, on 24 hours’ notice to each Director, either personally or by telephone or by mail, telegraph, telex, cable, wireless or other form of recorded or electronic communication, or on such sh... | Label: Notices |
098af63e-7f38-4668-bd4d-79f0ae40b141 | Clause:
To Contributors Best Knowledge, all licenses, permits or other governmental approvals (including without limitation, all Approvals and Entitlements) required to be obtained by the owner of any of the Contributed Properties in connection with the permitting, approval, construction, use, occupancy, management, le... | Label: Approvals |
ddb5007e-4569-468a-b4fe-476086280001 | Clause:
In further consideration of the execution by the Holders of this Waiver Agreement, the Company, on behalf of itself and each of its Subsidiaries and Affiliates, and all of the successors and assigns of each of the foregoing (collectively, the “ Releasors ”), hereby completely, voluntarily, knowingly, and uncond... | Label: Releases |
0d38a0b0-b18b-4a0f-8407-3e534efaf0b1 | Clause:
The Company has the power and the right to deduct or withhold, or require Grantee to remit to the Company, an amount sufficient to satisfy Federal, state and local taxes (including the Grantee’s FICA obligation) required by law to be withheld with respect to the grant and vesting of the Restricted Shares.
Task... | Label: Tax Withholdings |
6678aab9-9262-40f3-be99-923f5870630e | Clause:
Any issue, controversy, or claim arising out of or related to this Agreement or its alleged breach that cannot be resolved by mutual agreement shall be resolved exclusively by binding arbitration in accordance with the commercial arbitration rules of the AAA, and judgment on the award rendered by the panel may ... | Label: Arbitration |
6ade167e-2b35-4c3e-8b0b-0fcd5423e4ae | Clause:
The terms and provisions of this Article VII , any right arising out of or accruing in connection with the terms of this Agreement attributable to events or circumstances occurring in whole or in any part prior to termination or expiration of this Agreement, and all rights and obligations so specified in this A... | Label: Survival |
90101a8f-63ca-419f-a1ed-7805777e41bf | Clause:
The Borrowers will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any applicable law... | Label: Further Assurances |
18c7c9ca-a858-4a0e-8215-fdb57b27fb0d | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY 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 GUARANTY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT O... | Label: Waiver Of Jury Trials |
19c144ef-2b23-4cd0-aac3-48ea7445076c | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Waiver Of Jury Trials |
d3625f56-e146-478b-98fa-de1a42b76ef9 | Clause:
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transaction s contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with,... | Label: No Conflicts |
7ee1ad71-f367-45d5-8f12-7ad8d1005000 | Clause:
The Borrower will comply, and cause each Subsidiary to comply, in all material respects, with all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, the Interstate Commerce Commission Termination Act of 1995, Environmental Laws, ERISA An... | Label: Compliance With Laws |
96c59721-079e-42a3-a09e-d02e47721004 | Clause:
Based on the representation and warranties contained in Section 5.12, no authorization, license, permit, franchise, approval, order or consent of, and no registration, declaration or filing by AKDS or the Acquiror with, any governmental authority, domestic or foreign, federal, state or local, is required in con... | Label: Consents |
1a4d201d-d37d-43b6-8a45-c5b2609b2950 | Clause:
If any Reviewing Party determines that Indemnitee is not entitled to be indemnified hereunder in whole or in part under the Operative Materials, Indemnitee shall have the right to challenge such determination within 90 days of the determination by the Reviewing Party in the Delaware Court (as defined below). I... | Label: Binding Effects |
c94fd48e-68c5-4cd0-904f-7915efefad94 | Clause:
If any provision of this Agreement is determined by an arbitrator or by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held inva... | Label: Severability |
066bd651-848a-4748-a991-84df62fc26ad | Clause:
The provisions of Article 7 (Representations and Warranties), Article 9 (“Confidentiality and Intellectual Property”), Article 10 (Indemnification”), and Article 11 (“General”) of this Agreement shall survive the termination of this Agreement for any reason.
Task: Classify this clause into ONE of these types (... | Label: Survival |
3e8601b7-caf3-4ec1-bd2c-ed221f611364 | Clause:
The Designated Agent shall have received payment of all expenses then due and payable to the Designated Agent pursuant to the Credit Agreement (including all reasonable attorney costs of the Designated Agent), subject to the Borrower receiving an invoice with respect thereto.
Task: Classify this clause into ON... | Label: Expenses |
39bccdd5-fbd5-445c-bf99-1253f9cf3a99 | Clause:
The Shareholders acknowledge and agree that Montage would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that any non-performance, breach or threatened breach of this Agreement by any Shareholder could not... | Label: Specific Performance |
46a97d53-ef4a-4d82-8b7e-0fdc50e86a05 | Clause:
The Company agrees to indemnify, hold harmless, reimburse and defend the Creditor, the Creditor’s officers, directors, agents, affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of ... | Label: Indemnifications |
0e488b2f-55bf-4f3a-b17e-c85a318993e4 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactl... | Label: Waiver Of Jury Trials |
e7e068f0-b23b-4fee-b924-208153368f97 | Clause:
There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) except as specifically disclosed in the SEC Reports, would, if there were an unfavorable decision, individually or in the aggregate, have or reasona... | Label: Litigations |
36a5f687-af1e-49a3-a3cb-c61b7844d7b4 | Clause:
Neither Party shall use the name or any trademark, trade name, logo or symbol of the other Party or the other Party’s Affiliates, or disclose any matters relating to this Agreement, in any advertising, promotion, press/publicity releases, written articles or communications without the prior consent of the other... | Label: Publicity |
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