id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
2f07187e-1a66-483a-ab58-3ac37731f2c2 | Clause:
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer and convey to the Buyers, and the Buyers shall purchase and acquire from the Sellers, all of the Interests, free and clear of all Liens.
Task: Classify this clause into ONE of thes... | Label: Sales |
11aad4be-b157-4a83-b687-1f1f4e6b4ec9 | Clause:
As of the Closing Date, Schedule 5.22(a) sets forth a true, complete and accurate description of the equity capital structure of each direct and indirect Subsidiary of the Borrower (other than Inactive Subsidiaries and Immaterial Subsidiaries) showing, for each such Person, accurate ownership percentages of the... | Label: Capitalization |
fb11e953-aad3-4110-b0b9-55a003c418ff | Clause:
During the term of this Agreement, Executive shall be entitled to vacation days in accordance with policies as established from time to time by the Corporation Board and/or the Bank Board. Executive shall also be entitled to all paid holidays, sick days and personal days provided by the Bank to its regular full... | Label: Vacations |
4cc81f14-6625-4523-9652-1dd9516116d3 | Clause:
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “ Notice ”) shall be in writing and addressed to the parties at the addresses set forth above (or to such other address that may be designated by the receiving party from time to time in accordance with this S... | Label: Notices |
188e23c8-b4bc-4d44-ad14-737d0b950a9a | Clause:
Sellers acknowledge s and agree s that Buyer would be damaged irreparably in the event any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached, so that Buyer shall be entitled to injunctive relief to prevent breaches of this Agreement and to enforce specif... | Label: Specific Performance |
dc138dfb-20cc-43e8-a619-d3830e24ddbe | Clause:
All matters relating to the interpretation, construction, application, validity, and enforcement of this Agreement will be governed by the laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule, whether of the State of Minnesota or any other jurisdiction, that wo... | Label: Governing Laws |
e9f63358-cb60-4833-aea0-bc5c22240aca | Clause:
Landlord and Tenant each represents and warrants to the other that such representing party has had no dealings, negotiations, or consultations with respect to the Premises or this transaction with any broker or finder other than a Landlord affiliate and Skyline Commercial Real Estate (“ Broker ”). Each party mu... | Label: Brokers |
2fbfa60f-7a31-444a-9529-b61c9d728951 | Clause:
This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. The Payees hereby submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City, borough of Manhattan... | Label: General |
41c2cad3-0b55-4cb3-acc9-5f97611412a6 | Clause:
This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment may be executed via facsimile, which shall be deemed an original.
Task: Classify this clause into ONE of these types (exactl... | Label: Counterparts |
faefe247-e08e-4bf1-bfe0-2891e59e53da | Clause:
This Agreement is personal to Executive and shall not be assignable by Executive without the prior written consent of the Company. This Agreement and any rights and benefits hereunder shall inure to the benefit of and be enforceable by Executive’s legal representatives, heirs or legatees. This Agreement and any... | Label: Successors |
9e678207-598b-40ab-aeb2-fa7fb64aa3a0 | Clause:
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Governing Laws |
f1c61bb6-ba6a-4da7-834a-563319e73281 | Clause:
Unless otherwise consented to in writing by the Lenders, the Company shall use FIFTEEN MILLION U.S. DOLLARS (US$15,000,000) of the Loan Amount to pay the Initial Civil Penalty provided for in the Consent Decree, dated January 11, 2017, entered into by the Company and Federal Communications Commission (the “Cons... | Label: Use Of Proceeds |
a7ebcefa-fba4-4824-89ee-fc3c36338d17 | Clause:
As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a registration statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise transferred by the holder thereof pursuant to s... | Label: Terminations |
016e14e1-0343-4d2e-8fcf-c936c0a2b927 | Clause:
This Agreement shall not be altered, amended or modified except by written instrument executed by the Company and the Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Amendments |
38993846-1164-440a-ab97-e7bbe8b9e96c | Clause:
This Guaranty shall be governed by and construed in accordance with the laws of the United States of America and the State of Texas, and is intended to be performed in accordance with and as permitted by such laws. This Guaranty cannot be changed or terminated orally.
Task: Classify this clause into ONE of th... | Label: Applicable Laws |
28d7a618-8a68-44ec-90ce-3323dc7db227 | Clause:
This Restricted Stock Agreement shall be construe d and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Agreement, the Grant Notice or the Plan to the contrary, if a ny su... | Label: Governing Laws |
1039879e-c42e-4022-91ff-bf6ddabd23e8 | Clause:
The representations and warranties contained herein shall survive the Closing and the delivery of the S ecurities .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Survival |
a2bada06-69f1-48bd-8ac3-db050305d6ed | Clause:
In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaire... | Label: Severability |
0b16ddeb-950f-407b-bca8-0c39d4514375 | Clause:
On the Restatement Effective Date, before and after giving effect to each Loan or Letter of Credit on the Restatement Effective Date and the other transactions to occur on the Restatement Effective Date, the Loan Parties, on a consolidated basis, are Solvent. No transfer of property has been or will be made by ... | Label: Solvency |
db7bafdc-5df7-415e-99d9-62483aba3e2c | Clause:
During the Transition Period, your base salary will remain the same, and you will continue to be eligible for the Company’s standard benefits, subject to the terms and conditions applicable to such plans and programs. Your Company stock options will continue to vest under the existing terms and conditions set ... | Label: Benefits |
3b959c77-c9da-4c64-86c0-d7ca6164ec60 | Clause:
Notices required or permitted hereunder shall be in writing and shall be delivered personally or by mail, postage prepaid, addressed to Raytheon Company, 870 Winter Street, Waltham, Massachusetts 02451, Attention: Vice President, Human Resources and Global Security, and, if to you, to your address as shown on t... | Label: Notices |
78eeada5-4fe7-4e7d-b24d-9340125f0caf | Clause:
(a) Each Company owns or is licensed to use, free and clear of all Liens (other than Permitted Liens), all patents and patent applications, trademarks, trade names, service marks, copyrights, domain names and applications for registration thereof, and technology, trade secrets, proprietary information, inven... | Label: Intellectual Property |
c3475d12-d311-499c-8c2b-1988b28fe71a | Clause:
This letter agreement may be executed in one or more counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument. This letter agreement may be executed by facsimile or other electronic transmission, including by “.pdf” and other similar format. This le... | Label: Miscellaneous |
0d3a85b1-110c-4917-b863-709b55b881bc | Clause:
This Agreement (together with the Offering Memorandum, the Consent Solicitation Statement, the Commitment Letter, any Definitive Documents, that certain Termination Payment Letter, dated as of the date hereof, among GSO and the Companies (the “ Termination Payment Letter ”) describing the Termination Payment (a... | Label: Entire Agreements |
7740e1c2-7265-400e-a54c-559c0c39e7da | Clause:
The Company agrees to use the net proceeds from the sale and issuance of the Notes pursuant to this Agreement for working capital and general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Use Of Proceeds |
811f1754-af4c-4a91-a663-ea164d794bf3 | Clause:
Any fees of the Arrangers, the Administrative Agent and the Lenders required to be paid on or before the Closing Date shall have been paid to the extent the Borrower has received an invoice therefor at least two Business Days prior to the Closing Date (it being understood that at the Borrower’s election, paymen... | Label: Fees |
5d585eb5-d9cb-43f7-bbd9-c590e21a94ca | Clause:
The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally.
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, A... | Label: Base Salary |
f501b399-90a8-4151-9c77-d18aabda3221 | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenue... | Label: Litigations |
3f353e09-341c-4d1c-b324-bcf0d0b03856 | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuers and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all ... | Label: Survival |
4ce05e08-205b-4c8d-a1a7-6de04d464c8b | Clause:
To the extent not prohibited by applicable Laws or Permits, each Debtor agrees that any provision of any Constituent Document of any issuer of Collateral, any applicable Law, any certificate or instrument evidencing Collateral, or any other governance document that in any manner restricts, prohibits or provides... | Label: Waivers |
599bcfcb-69a7-44ae-8541-b1d54ed580fb | Clause:
This Agreement and the engagement of the Consultant by the Company hereunder shall automatically terminate effective on the close of business on March 30, 2018, without the requirement of any further action by any party. If the Consultant and the Company mutually agree to extend this Agreement, it may be extend... | Label: Terminations |
7a403cf8-9df2-4099-9301-d15847523f1b | Clause:
The language of this Agreement is the result of arms ’ length negotiations between the parties. The wording of this Agreement shall be given its plain meaning with no presumptions in favor of one party or the other. Titles and headings shall not be construed to alter or control the substance of any provision.... | Label: Construction |
bbe1adb8-37cb-4743-9fa9-0f1de46f2af5 | Clause:
The Parties agree and promise that they will not undertake any harassing or disparaging conduct directed at the other Party, and that they will refrain from making any negative, detracting, derogatory, and unfavorable statements about the other Party. Employee further agrees and promises that Employee will not... | Label: Non-Disparagement |
5bcb4628-00e1-469b-b1e4-88a71ec9b948 | Clause:
Assignors covenant with Assignee and Assignee covenants with Assignor that each will execute or procure any additional documents necessary to establish the rights of the other hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Further Assurances |
502127e5-0d67-45bc-a394-da9ff8422123 | Clause:
Notwithstanding Section 3.4 , the Managing Members and officers shall not be liable, responsible or accountable for damages or otherwise to the Company, or to the Members, and, to the fullest extent allowed by law, each Managing Member and each officer shall be indemnified and held harmless by the Company, incl... | Label: Indemnifications |
fa96d703-3430-4a20-bf8f-61b14840fd08 | Clause:
All proceeds received by the Company pursuant to Awards granted under the Plan shall be used for general corporate purposes.
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: Use Of Proceeds |
1624adf3-8999-49ef-b4b7-5df8e23da1bc | Clause:
All headings in this License Agreement are for convenience only and will not affect the meaning of any provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Headings |
902b648e-0883-43bd-b9c4-6a33a62b3446 | Clause:
All representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (a) any investigation made by or on behalf of the Agent, any controlling persons, or the Company (or any of their respective officers, directors or con... | Label: Representations |
f23d7a14-30f8-4f0b-a673-9a41ed9aee45 | Clause:
Each of the Loan Parties and the Restricted Subsidiaries is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which the failure to comply therewith, either individually or in ... | Label: Compliance With Laws |
f27b7951-de9d-42b9-85a5-a91f45ffc0b9 | Clause:
The Parent will not, and will not permit any other Credit Party to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than transactions among or between Credit Parties) unless such transactions ... | Label: Transactions With Affiliates |
14ce0aaf-f833-4f92-a3fd-554dc4b68111 | Clause:
This Agreement may be amended from time to time by written agreement signed by each of Seller, Buyer and Custodian.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Amendments |
2a8a97b5-e22b-4f09-be15-f30db1dd8e39 | Clause:
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of t... | Label: Construction |
6ac41a43-4bf3-41d3-9fae-fcc8d6861d5f | Clause:
The Investor is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation as the form of business entity set forth on Schedule 1 ; has all requisite power and authority to enter into the Transaction Documents to which it is a party and to performance its obligations t... | Label: Organizations |
32e72f26-456a-473d-ab50-0e0128461991 | Clause:
Each of the Company and the Guarantors has the requisite corporate or other power and authority to enter into, execute and deliver this Agreement, the other Transactions Documents and, assuming receipt of the Requisite Shareholder Approvals, to perform its respective obligations and consummate the Transactions,... | Label: Authority |
1ae64dd8-b3a5-4082-9234-d0380bf88544 | Clause:
Evidence reasonably satisfactory to the Administrative Agent that there are no outstanding material taxes, levies, duties, imposts, deductions, charges (including water and sewer charges), withholdings, assessments or impositions of any kind which have been due and payable for more than thirty (30) days with re... | Label: Taxes |
500d6e82-a1b9-49b7-a740-5d31ccfc3786 | Clause:
All quarterly and annual financial statements of Borrower and its consolidated subsidiaries heretofore delivered by Borrower to Administrative Agent did not fail to disclose any material liabilities, whether direct or contingent, and fairly presented in all material respects the financial condition of Borrower ... | Label: Financial Statements |
d4243965-a9ea-424c-b275-deead57ab60e | Clause:
No amendment or waiver of any provision of this Agreement or consent to any departure by any Lessee therefrom shall in any event be effective unless the same shall be in writing and signed by the Buyer and the Lessee Representative and, if such amendment or waiver affects the obligations of Guarantor or any of ... | Label: Amendments |
a8acb348-bf9d-4839-81b3-363e6d09368a | Clause:
A detailed summary of the Borrowers’ use of the proceeds being funded hereunder.
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 Sala... | Label: Use Of Proceeds |
57721125-27f4-4a9f-ae57-9bbde5596539 | Clause:
This Agreement may be terminated by either party by written notice to the other party if the Closing has not been consummated on or before March 31, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Terminations |
0b2bdd53-84d5-46c7-a09d-98fc3a9b9bf0 | Clause:
This Agreement and the Award of Restricted Stock Units granted hereunder shall be governed by, and construed in accordance with, the laws of the State of California , U.S.A., without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises directly or indirectl... | Label: Governing Laws |
0058c14c-2826-45a0-83d7-e15716a66eb9 | Clause:
This Agreement and all references herein contains the entire agreement and understanding of the Parties in respect to the subject matter contained herein. The Parties have expressly not relied upon any promises, representations, warranties, agreements, covenants, or undertakings, other than those expressly set ... | Label: Entire Agreements |
482217ae-95b0-42c3-9364-f9bb0d89beb9 | Clause:
Except for those sections that specifically reference a federal statute or regulation, this Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Tennessee. The foregoing notwithstanding, to the extent the following defenses w... | Label: Governing Laws |
3a8884d0-b0f7-448f-95d3-e1d6fdb7fbf8 | Clause:
Identified on Schedule 5.5 is a complete and accurate list of all Intellectual Property Rights used by Seller in the Business. Except as set forth on Schedule 5.5, the Transferred Intellectual Property is owned free and clear of all Encumbrances or has been duly licensed for use by Seller and all pertinent lice... | Label: Intellectual Property |
6a558fcd-fe3e-4c72-aef7-b096a15d296f | Clause:
This Agreement supersedes any and all other previous agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by the Company and contains all of the covenants and agreements between the parties with respect to such employment in any manner whatsoever. This Agr... | Label: Entire Agreements |
6b7b84ad-a143-40bd-9590-f24b128880d6 | Clause:
The Company has one Subsidiary as of the date hereof, Q2Power Corp., as set forth in the Company’s filings with the Securities and Exchange Commission (the “ SEC Documents ”). The Company owns 100% of the Subsidiary and such ownership interest is, other than set out in Schedule 2(a) , free and clear of any lien... | Label: Subsidiaries |
9e92a89a-9a88-4c73-957f-c765839b35cb | Clause:
If, during the DER Vested Period for any DERs, the record date for any dividends payable in respect of the Shares occurs, then promptly following the payment of such dividends to holders of such Shares, the Company shall pay a bonus to the Participant in an amount equal to (x) the per-share dividend so paid to ... | Label: Payments |
beec5281-3747-4e9e-9fb5-0650f2d66628 | Clause:
The Company agrees to employ Executive and Executive hereby accepts such employment, in accor dance with the terms of this Agreement. Subject to Section 5, the term of Executive’s employment shall cornmence as of September 5, 2017 and continue for three (3) years thereafter unless this Agreement is earlier term... | Label: Terms |
ef3220f1-b516-4e7d-b3f6-3b803467d495 | Clause:
The Corporation shall pay the Executive, in cash, in a lump sum, no later than the Payment Date, an amount equal to all accrued but unused vacation determined as of the Date of Termination. The amount of such payment shall be determined based upon the Executive’s Severance Salary Rate. In no event shall the amo... | Label: Vacations |
1fab98b6-137c-40a1-8314-3772ea90484c | Clause:
Enter into any transaction of any kind with any Affiliate of any Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Borrower or such Subsidiary as would be obtainable by such Borrower or such Subsidiary at the time in a compara... | Label: Transactions With Affiliates |
dfad04ec-fb7b-4fb6-8060-0dc98171e37c | Clause:
Weatherford US is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. Weatherford CA is a corporation ... | Label: Organizations |
81805c50-187b-4ad3-987d-6d174c3b0b75 | Clause:
The representations and warranties contained in Sections 3.1(a), 3.1(b), (c), (n) and (o) shall survive indefinitely, and the other representations and warranties contained herein shall survive the Closing and the delivery of the Securities for a period of twelve (12) months following the Closing Date. The cove... | Label: Survival |
99c0cb45-be56-4b2e-8c6d-3e19503749fc | Clause:
The Borrower agrees to pay all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable and documented fees and expenses of the Agent’s legal counsel.
Task: Classify this clause into ONE of these types (... | Label: Expenses |
12722f09-72b6-4f18-87b9-899b04942a47 | Clause:
The parties agree that the traditional rule that often applies whereby an ambiguity in a contract is construed against the drafter shall not apply to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Construction |
49195e77-2ac3-437f-9392-9bbf74ab5a03 | Clause:
Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holder, by vitiating ... | Label: Remedies |
67a246cd-e78b-48db-a609-e47e0ace5338 | Clause:
This Agreement and the Notes represent the agreement of Mondelēz, the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, Mondelēz, the Borrower or any Lender relative to... | Label: Integration |
aefb0d8a-df67-4f81-a8b6-bd782146a0e9 | Clause:
The closing under this Agreement (the “Closing”) shall take place at 7:00 a.m. on May 10, 2017 (the “Closing Date”), at the offices of the Company, or such other time and/or place as may be agreed to by the Company and the Investors. If all of the conditions set forth in Sections 7 and 8 are not satisfied by s... | Label: Closings |
665c9ec6-af2a-40a8-8c65-4d41fe4b964e | Clause:
Each of Holdings and the Parent Borrower will, and will cause each Guarantee Party and each Additional Grantor to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions, which may be required under any applicable law, or which the Administrati... | Label: Further Assurances |
20edee10-39a6-4ead-a55c-560ea1e16629 | Clause:
The term (the “ Option Term ”) of the Option shall commence on the date of this Agreement and shall expire on the Expiration Date set forth in the Notice of Grant unless such Option shall theretofore have been terminated in accordance with the terms of the Notice of Grant, this Agreement or of the Plan.
Task: ... | Label: Terms |
ff9a4bc3-1ecf-469e-b71c-4bcae1f335b9 | Clause:
Prior to closing, Seller shall at its sole expense, provide title opinions prepared by attorneys of Seller’s choosing, covering each of the leases from the date of Patent to a date not earlier than the date this Agreement is executed. Buyer may at its sole cost and expense review such title opinions and conduct... | Label: Titles |
e69bcb7d-e681-4d44-9d45-a405403726ee | Clause:
With respect to each Primary Mortgage Loan, during the time the Seller has serviced such Primary Mortgage Loan, all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments and ground rents relating to such Primary Mortgage Loan have been timely paid by the Sel... | Label: Taxes |
ca105b48-b627-42a5-b89d-429fbb353fac | Clause:
Each Party represents and warrants to each other Party that this Agreement is its legal, valid and binding obligation, enforceable against such Party in accordance with its terms, and will not result in any (a) violation or breach of, or be in conflict with, each Party’s respective organizational documents or m... | Label: Representations |
b6146bf9-e335-4879-a9a6-d7d49613c71f | Clause:
Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under this Note with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person who... | Label: Transactions With Affiliates |
c79e1652-6c41-4905-a29f-338c9a96c134 | Clause:
If the Company at any time proposes to file a Registration Statement or Canadian Prospectus, if applicable, with respect to any offering of its equity securities for its own account or for the account of any other Persons (a “ Company Public Sale ”) other than a Registration Statement (or substantially equivale... | Label: Participations |
780eabf7-ca14-476b-a4a2-41e38f9f7302 | Clause:
The Borrower and each Subsidiary is in compliance in all material respects with the requirements of all laws and regulations of all Governmental Authorities applicable to it and all orders, writs, injunctions and decrees of Governmental Authorities applicable to it or to its properties, except in such instances... | Label: Compliance With Laws |
27212b88-2b56-49f7-9550-576285a2ae03 | Clause:
The proceeds of any Letters of Credit and any Loans shall be applied by the Borrower for working capital or general corporate purposes of the Borrower or any of its Subsidiaries, including to fund the repayment of the Existing Indebtedness and the payment of fees and expenses incurred in connection therewith. N... | Label: Use Of Proceeds |
590affb6-e600-41ad-8dcf-7727562313fa | Clause:
All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given (i) if delivered personally, upon delivery, (ii) if delivered by facsimile, upon facsimile confirmation, (iii) if delivered by mail, upon the date of deliv... | Label: Notices |
3adc9f03-cc91-4491-8b65-f7cef4dca8c3 | Clause:
As of the First Amendment Effective Date, no Default or Event of Default shall have occurred which is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: No Defaults |
0e8d0f83-cd7b-467d-ae2e-382dff139c46 | Clause:
The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the te... | Label: Specific Performance |
bae01b2c-4b5c-4a50-a103-41e7b36024c0 | Clause:
This Agreement and the PIIA, when signed by Executive, set forth the terms of Executive’s employment with the Company and supersede any and all prior representations and agreements, whether written or oral.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: General |
0f8d0d4a-66c5-4a91-b8c3-bb47d08aeb5a | Clause:
Section 10.1 of the Lease is deleted and the following Section 10.1 is substituted in place of the deleted Section 10.1.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Notices |
2c869828-dd67-40cf-8e11-0a25d32395f5 | Clause:
Member hereby represents and warrants to Company as follows: Member is a corporation, duly organized and validly existing under the laws of the State of California; this Agreement and all documents executed by Member which are to be delivered to Company at the Closing are and at the time of Closing will be duly... | Label: Representations |
620b761f-24f6-4742-9897-29c649bcd18c | Clause:
Borrower agrees to pay to Lender on demand all reasonable costs and expenses incurred by Lender in seeking to collect this Note or to enforce any of Lender’s rights and remedies under the Loan Documents, including court costs and reasonable attorneys’ fees and expenses, whether or not suit is filed hereon, or w... | Label: Costs |
30066c82-6c22-4afe-bbb8-ac170af7403e | Clause:
As of the Closing Date, except as set forth on Schedule 4.6, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings or any Borrower, threatened in writing by or against any Group Member or against any of their respective mater... | Label: Litigations |
07907b3e-99da-4d40-944a-1e74aef8754b | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO ... | Label: Waiver Of Jury Trials |
4a86b5ae-bfe9-403f-86dc-2bb70396b958 | Clause:
By accepting the PRSUs, the Participant acknowledges that the Participant agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the PRSUs, the receipt of any dividends, and the sale of Shares acquired under the Plan.
Task: Classify this clause in... | Label: Compliance With Laws |
cc8d9a5f-0c01-47aa-b211-67ee5b8629e5 | Clause:
Each party represents, warrants and covenants that, to the best of its knowledge, neither Landlord nor Tenant is in default of any of its respective obligations under the Existing Lease and no event has occurred that, with the passage of time or the giving of notice (or both) would constitute a default by eithe... | Label: No Defaults |
58763124-e235-4916-860e-42b906f4dffc | Clause:
The acceptance of Bank at any time and from time to time of part payment on the Indebtedness shall not be deemed to be a waiver of any Event of Default then existing. No waiver by Bank of any Event of Default shall be deemed to be a waiver of any other then-existing or subsequent Event of Default. No waiver b... | Label: Waivers |
eb1d6b4e-46ec-4eeb-a3fc-e45138787b25 | Clause:
Together with the Agreement, this Local Country Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. There are no agreements, representations, warranties, promises, covenants, commitments or undertakings other than those expressly set forth herein and therein... | Label: Entire Agreements |
077f677c-6f50-4074-9d3c-67bd0be32da0 | Clause:
Each member of the Borrower Affiliated Group 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) taxes that are being contested in good faith by appropriate proceedings, for which ... | Label: Taxes |
7ce9900d-73c1-4303-9fc3-6b0f06ea2014 | Clause:
This Agreement, the Addendum, the Stockholders’ Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate... | Label: Entire Agreements |
eb051a6c-6df2-4b88-9a3e-113beb508fef | Clause:
The Company has full power and authority and has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company h... | Label: Authorizations |
f2f91822-c92e-47aa-919d-c293fc592113 | Clause:
Your Restricted Stock Units are also subject to your complying with and not breaching the non-compete, confidentiality, and non-solicitation covenants that you were required to sign as a condition of your employment with the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Confidentiality |
a16e8c29-6767-4cc4-89f9-1d3f55e585c5 | Clause:
Comply, in all material respects, with all applicable Requirements of Law, including (a) ERISA, (b) Environmental Laws, (c) Anti-Terrorism Laws and (d) all permits, licenses, registrations, approvals and authorizations (i) related to any natural or environmental resource or media located on, above, within, rela... | Label: Compliance With Laws |
6a71e756-56b4-44c3-a5b1-a326d06c0747 | Clause:
Any notice, request, consent or approval required or permitted to be given under this Separation Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid, to Executive’s residence, 6521 Vanderbilt Street, Houston, Texas 77005 (wit... | Label: Notices |
a75974c8-9381-4024-8499-4ffb9e92d94f | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required 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 hereof (the foregoing materials, including the exhibit... | Label: Financial Statements |
11f037e5-f100-4559-867a-3e4d4af60d24 | Clause:
The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
ee032741-2b77-4bba-b3cd-d184f13c5e24 | Clause:
Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature;... | Label: Confidentiality |
87f17d0e-1cf6-4c78-8168-d6b2c0feff62 | Clause:
Except as disclosed in the Borrower’s filings with the SEC from time to time, there are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower as to which there is a... | Label: Litigations |
8568bf84-7b3c-4e56-ba7f-a972f613c7cc | Clause:
PLS shall keep all property useful and necessary in its business in good working order and condition except to the extent that the failure to do so could not reasonably be expected to result in a material Adverse Effect. PLS shall maintain a fidelity bond and be covered by insurance of the kinds and in the amo... | Label: Insurances |
0dfdf08b-f83d-4aac-b2eb-e61bb3ebd936 | Clause:
Except for the filing of the Certificate of Designation with the Secretary of State of Delaware, the execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, g... | Label: Consents |
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