id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
46b90ae6-1cc9-4a9b-a9c6-e2295c489ae4 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 100,000,000 shares of Common Stock, of which approximately 28,581,932 shares are issued and outstanding; and (ii) 0 shares of preferred stock, of which approximately 0 are issued and outstanding. Except as disclosed in the SEC D... | Label: Capitalization |
7a2ada6f-bd2a-48e0-b74a-c4d70f2c8686 | Clause:
Executive shall be entitled to earn and use paid time off (“ PTO ”) pursuant to the Company’s PTO policy as in effect from time to time for similarly situated executives of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Vacations |
ea330214-7099-4cee-8da6-088319c54c62 | Clause:
The parties do not anticipate that there will be any out-of-pocket expenses incurred by Consultant in connection with the performance of the Services. Accordingly, unless set forth otherwise in the SOW, or otherwise pre-approved by Marvell, Marvell will have no obligation to reimburse Consultant for any expense... | Label: Expenses |
f1044d42-0645-4438-8a63-e86fc29aeaf3 | Clause:
Subject to the restrictions on transfer described herein and in the Purchase Agreement, the rights and obligations of the Company and the Holder shall be binding upon, and inure to the benefit of, the successors, assigns, heirs, administrators and transferees of the parties. Without the prior written consent of... | Label: Assignments |
c98f289c-2b1d-42ce-b468-821ebc4f6f2a | Clause:
The Investor agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Cooperation |
d175590d-1956-46ac-9602-8897dc55d15c | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the pri... | Label: Successors |
bc0424d5-16b3-41b0-a9cb-9ecdf54af6d3 | Clause:
Executive’s employment under this Agreement will terminate upon his death during the term of this Agreement, in which event Executive’s estate or beneficiary shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death for a period of one (1) year following Executive’s death (pay... | Label: Death |
a261253e-c057-40c1-bdfa-06258f6e60a2 | Clause:
Notwithstanding anything in this Agreement to the contrary, each of Acquiror and Seller are responsible for payment of any tax for which it is required to pay to the applicable Governmental Entity in connection with the purchase of the Compound. In the event any tax or similar amount is paid or required to be ... | Label: Taxes |
5051ecbd-6187-4ef1-a5b1-0220a955cdeb | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of New York (excluding the choice of law rules thereof).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Governing Laws |
b0d1509b-2581-4b8e-ba50-e4fe90d798d1 | Clause:
The section and other headings contained in this Guaranty are for reference purposes only and shall not affect interpretation of this Guaranty in any respect. This Guaranty has been fully negotiated between the applicable parties, each party having the benefit of legal counsel, and accordingly neither any doct... | Label: Construction |
e62d0316-f09d-40b4-9ebb-b56073a14c43 | Clause:
Sub-Subtenant represents and warrants that it is duly formed in the State of Washington and that Subtenant has full right and authority to execute, deliver and perform this Sub-Sublease. Sub-Subtenant represents and warrants to the Sub-Sublandlord that neither its execution, delivery of performance of this Sub-... | Label: Authority |
bc02d6c0-f143-4bc0-b5e7-63745ff0e87d | Clause:
Except as provided in Sections 3 and 22 hereof, this Agreement represents and contains the entire agreement and understanding between and among the parties with respect to the subject matter hereof, and all previous statements or understandings, whether express or implied, oral or written, relating to the subje... | Label: Entire Agreements |
961d245e-c091-4231-aaec-fdaca15cfa1a | Clause:
No representation or warranty made by any of the Note Parties or any of the Restricted Subsidiaries in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or any other Note Document contains any untrue statement of a material fact or omits to ... | Label: Disclosures |
3249f435-74a5-4ebb-88a8-76c9e16fd6a2 | Clause:
The Administrative Agent shall have received a properly completed and signed IRS Form W‑8 or W-9, as applicable, for the Borrower.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Tax Withholdings |
ab67f2e5-862d-4968-a2b6-15ae32dcdb32 | Clause:
Each Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the Administrative Agent and the Secured Parties (collectively, the “ Indemnified Persons ”), and their respective successors, assigns, agents and employees, from and against any and all liabilities, damages, penalties, suit... | Label: Indemnity |
c9240bcd-871f-4ac0-82fa-4a68a66617d2 | Clause:
Except as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. , its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and ... | Label: Solvency |
6d435938-ab76-482f-bd35-d4618b3a364d | Clause:
No modification, amendment or waiver of any provision of this Article XII, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specifi... | Label: Modifications |
f2def7a5-4ada-4379-b899-5af0ea3df6be | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the matters described herein and supersedes all prior agreements and understandings both written and oral, among the parties with respect to the subject matter hereof (including, without limitation, the Offer Letter), and there ... | Label: Entire Agreements |
7a7675c2-6c6e-47fb-94b0-647f051e8149 | Clause:
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a fully executed agreement, with the same effect and validity as a single, original agreement signed by all of the Parties.
Task: Classify this clause into ONE of t... | Label: Counterparts |
ca3c8a60-ca45-41aa-ad10-ac76f4a43f41 | Clause:
Agreement: You understand that your employment is at will and either you or the Company may terminate the employment relationship at any time with or without cause and with or without notice. None of the provisions herein constitute a guarantee of continued employment or change your " at-will" employment status... | Label: Employment |
4b102a37-2da0-4ecf-b0e2-9c19355022a4 | Clause:
Capitalized terms used but not defined herein (including in the preamble and recitals hereto) shall have the meanings assigned to such terms in the Credit Agreement. The principles of interpretation set forth in Section 1.03 of the Credit Agreement also apply to this Amendment No. 1.
Task: Classify this clause... | Label: Defined Terms |
e51469ce-a5f0-4f6a-bc07-67c5fcb00fd5 | Clause:
Assignor hereby sells, assigns, transfers, grants, delivers and conveys to Assignee (i) all of Assignor’s rights, title, and interest in and to the Assets, free and clear of all liens and encumbrances except for (A) the first priority security interest granted to AIP Asset management Inc. (the “Secured Party”) ... | Label: Assignments |
da6cb4a4-7684-4483-b673-1e70375b94c8 | Clause:
All agreements, representations and warranties made herein and in every other Financing Document, other than those made in Section 3.26, which shall expire 6 months following the Closing Date, shall survive the execution and delivery of this Agreement and the other Financing Documents and the other Operative Do... | Label: Survival |
5690a717-75c9-44d5-b8f1-6ddfb31b6540 | Clause:
The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in c... | Label: Intellectual Property |
aac08c7d-6e72-4657-9bbd-66dccfac5b6e | Clause:
The Executive shall be entitled to participate in the Company’s health, life insurance, disability, dental, retirement, savings, flexible spending accounts and other employee benefit and fringe benefit plans, programs and arrangements, if any, on the same basis as benefits are generally made available to other ... | Label: Benefits |
51dfef3d-ab3e-4f8e-8ab6-893986daea23 | Clause:
All obligations of Applied under the Terms with respect to the RSUs shall be binding upon any successor to Applied, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all, or substantially all, of the business and/or assets of Applied.... | Label: Successors |
ca3c7329-9202-41a1-b996-1540b4851062 | Clause:
The Borrowing to be made on the Effective Date shall be made pursuant to the applicable Notices of Borrowing given not later than 1:00 p.m. (New York City time) on the Effective Date by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice of such proposed Borrowing, by facsimi... | Label: Notices |
9aa6f8be-ede2-4548-b7f4-ec4f59aa3448 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the state of New York applicable to contracts made and to be performed in the state of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
d33619cc-2914-4623-a14f-eb1782a8964a | Clause:
On the date hereof, the Existing Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Security Agreement shall thereafter be of no further force and effect, except that the Grantors, the Administrative Agents and the Lenders agree that (a) Liens created under the ... | Label: Amendments |
463525d3-73ba-4972-b795-6438cdd3c0c2 | Clause:
Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “ Sa... | Label: Definitions |
1c42c15b-fa1e-4270-a5a3-05ddf96df3c6 | Clause:
This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or i... | Label: Binding Effects |
a6ef2497-6699-41ea-b291-245ca7658188 | Clause:
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Company Purchased Securities pursuant to this Agreement shall be obtained and effective as of such Clos... | Label: Qualifications |
2773626a-15c2-46ac-b964-59d93abea061 | Clause:
This Warrant, together with the Credit Agreement and the Registration Rights Addendum, constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, ... | Label: Entire Agreements |
ad68b34b-0841-459b-9007-d56ece37239a | Clause:
The Administrative Agent shall have received the results of a recent lien, bankruptcy and judgment search in each relevant jurisdiction with respect to the Loan Parties and the Equity Pledgor and such search shall reveal no Liens on any of the Pledged Collateral or other assets of the Loan Parties and the Equit... | Label: Liens |
ee7e4199-f6c4-4a7e-999a-cc2d47b9567c | Clause:
The Company will execute and deliver such further instruments and do such further acts and things as may be reasonably required by Purchasers to carry out the intent and purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Further Assurances |
76e9dcec-9403-4db2-aad8-5a02ac92dc67 | Clause:
Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars in immediately available funds at the Funding Office.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Payments |
17b31a0b-845c-4822-bb4e-20b4268a76e8 | Clause:
In the event that any reason for termination by the Company under paragraph C.2(a) above, or by Executive in the case of a Constructive Termination, may be cured by Executive, or the Company, as the case may be, then the Company, or Executive, shall first give a written notice to the other (by mail, or by email... | Label: Notices |
2f5b56b7-9140-45fd-b2c8-a4117a8a65ab | Clause:
Acquiror and Merger Sub represent and warrant to Target that the statements contained in this Section 4 are true and correct.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Representations |
e2ab6309-f926-4592-a4f5-7c7af31eae55 | Clause:
The provisions of this Section 10 will survive Closing.
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, Benefits, Binding Eff... | Label: Survival |
bdc0a21f-305c-4f82-a666-a34ef7133783 | Clause:
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Term Loan Commitments and the repayment, satisfaction or discharge of all obligations under any Credit... | Label: Survival |
43558338-af4b-423e-833d-62f6d190c44d | Clause:
The Company shall possess and may exercise all of the powers and privileges granted by the Act, and the Company is hereby authorized to do any act, enter into any agreement, contract or other instrument, and otherwise to engage in any activity and to do any action not prohibited under the Act or other applicabl... | Label: Authorizations |
b247362f-042f-4e97-926c-75fd7f3b3448 | Clause:
The Company shall have the right to reduce any payment under the Plan to satisfy any requirement under federal, state, local or other applicable law to withhold taxes or otherwise make deductions from any benefit payable under the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Withholdings |
fdfc8e42-6466-4ddc-935e-5ba24c9ece92 | Clause:
Any issues of interpretation of any provision of this Agreement shall be resolved by the Compensation Committee of the Board of Directors of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Interpretations |
804a4999-f4c4-4922-b89f-c69b7cdbbed5 | Clause:
This Agreement is deemed drafted by both parties and is to be governed and construed by Delaware law, without regard to its choice of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Construction |
56fb1b41-06ef-410d-9086-eeebe276f8c0 | Clause:
The Board may grant Awards entitling recipients to acquire Ordinary Shares (“ Restricted Shares ”), subject to the right of the Company to repurchase (in accordance with applicable law and the award agreement) all or part of such shares at their issue price or other stated or formula price (or to require forfei... | Label: General |
532d319f-abf1-4f81-a577-3ef3ae57a339 | Clause:
TCN absolutely and unconditionally agrees to pay to ADH, on demand by ADH at any time and as often as the occasion therefore may require, whether or not all or any of the transactions contemplated by this Agreement are consummated: all reasonable fees and disbursements of legal counsel engaged by ADH in connect... | Label: Expenses |
3faeec3a-17c5-4ee0-bcb9-b409c402c397 | Clause:
Each Borrower and Holdings have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effe... | Label: Disclosures |
d3608836-b534-4702-8fff-edd0aa682279 | Clause:
This Agreement may be amended or modified only by a written instrument signed by Executive and by an expressly authorized representative of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Amendments |
c2f3f198-7be8-42f2-add4-b55e323c4abc | Clause:
The compensation provided under the Plan is intended to be in addition to all other compensation payable to Participants under any employment agreement or incentive plan or program in effect with the Company or its direct or indirect subsidiaries, other than the Company’s annual cash bonus plan.
Task: Classify... | Label: General |
7be0e7c7-0e00-4284-ab90-4e39c2cf9b89 | Clause:
Tenant hereby represents and warrants to Landlord that Tenant (i) is not in default beyond any applicable notice and cure period of any of its obligations under the Lease and that such Lease is valid, binding and enforceable in accordance with its terms, (ii) has full power and authority to execute and perform ... | Label: Representations |
a49db311-6e5a-4735-b718-ee808e6a6262 | Clause:
After giving effect to the consummation of all the transactions contemplated hereby, Borrower (a) shall be able to pay its debts as they become due, (b) shall have funds and capital sufficient to carry on its business and all businesses in which it is about to engage and, (c) shall own property having a value b... | Label: Solvency |
a257753b-6994-42eb-8417-71b2929af663 | Clause:
All notices of any kind to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier (e.g., FedEx, UPS, DHL, etc.) or by registered or certified mail, return receipt requested and p... | Label: Notices |
56abf386-84e5-4029-a93d-0ffa9d083fda | Clause:
This First Amendment shall be governed by, and construed in accordance with, the laws of the State of New York pursuant to Section 5-1401 of the General Obligations Law without regard to its principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Governing Laws |
d3c2c947-0bb9-4f87-b091-776a50709810 | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision o... | Label: No Conflicts |
7499c877-2193-4618-a68f-3977464d4918 | 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 First Closing has not been consummated on or before July 20, 2017... | Label: Terminations |
dee88217-9b1d-4f7d-a089-86e2c6f77b6a | Clause:
The Borrower shall have the right to terminate in whole or to reduce in part the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Revolving Lenders) of each such termi... | Label: Terminations |
be6d5513-52cf-494c-8f94-af7e8e80c16f | Clause:
This Guaranty shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the execution and delivery of the Merger Agreement. This Guaranty may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Guarantor ... | Label: Confidentiality |
8da63468-6560-4373-972a-1e5e99517d6c | Clause:
To the extent applicable, the Covenants will survive the termination of this Agreement and/or the termination of Executive’s employment with the Company and its affiliates. In addition, the termination of this Agreement will not terminate any other obligations or rights that, by the specific terms of this Arti... | Label: Survival |
f7e256a8-c4fc-4ba4-a7f7-c491d004b0a3 | Clause:
No amendment of this Agreement shall be effective (by merger, consolidation or otherwise) unless such amendment is executed by all of the Class A Members; provided, however , that no Member approval shall be required for any amendment made (x) to Exhibit A in accordance with the last sentence of this Section 12... | Label: Amendments |
d8a113ab-c93b-441e-b68f-b77210f919c2 | Clause:
Use of Proceeds . The Borrower will use the proceeds of the Loans only to finance, in part, the Ixia Acquisition and the Ixia Refinancing and the payment of fees and expenses related thereto. The Borrower will not permit the proceeds of any Loan to be used, whether directly or indirectly, and whether immediatel... | Label: Use Of Proceeds |
5d9d804e-da40-4b5b-87c0-f3fa784ab2f3 | Clause:
There are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting the Seller, the Servicer or the Guarantor or any of their Subsidiaries or affecting any of the Property of any of the... | Label: Litigations |
a77778bc-c825-4767-8f31-4116431ac682 | Clause:
Unless otherwise defined herein, each of the capitalized terms used in this Second Amendment shall have the definition and meaning ascribed to it in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Definitions |
0f5cdf1a-1bc1-455f-8a47-ac51150cb60b | Clause:
Other than to other Persons party to this Agreement or to the Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Purchaser has maintained the confidentiality of all disclosures made to it in connection wi... | Label: Confidentiality |
a96b4ab6-3056-409c-bc4c-813db5103009 | Clause:
Proceeds of the Note shall be used 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, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Bas... | Label: Use Of Proceeds |
71571e09-77fb-4f5c-9305-f72f82048d18 | Clause:
The Employee shall be entitled to such benefits as may be available from time to time for senior executives of the Employer similarly situated to the Employee. All such benefits shall be awarded and administered in accordance with the Employer’s standard policies and practices. Such benefits may include, by way... | Label: Benefits |
9cc0fda3-9cfa-444b-b492-1d602c3c9d6a | Clause:
To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the Advances (or, if no Advances are outstanding, according to its Commitment Percentage), from and against any and all liabilities, obligations, losses, ... | Label: Indemnifications |
764bbe1f-7bb1-4057-8f93-35a8f3d279c8 | Clause:
Tenant shall protect, indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord’s partners, lenders, officers, employees, agents, representatives, and each of their respective heirs, representatives, successors and assigns (collectively, the “ Indemnitees ”) harmless from... | Label: Indemnifications |
c1a8b814-f517-4714-851e-753af860d320 | Clause:
During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Exec... | Label: Litigations |
904797bd-3472-41fe-8676-4957217c9e7e | Clause:
Each Loan Party will, and will cause each Restricted Subsidiary to, (i) comply with all Requirements of Law applicable to it or its property (including without limitation applicable Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, ex... | Label: Compliance With Laws |
30fdd5c5-3e61-47b9-aca5-5d7c4e7cc0b2 | Clause:
The Company shall not, either before or after the Settlement Date (a) use the name of any Support Party in any press release or other public disclosure without such Support Party’s prior written consent or (b) disclose to any person, other than legal, accounting, financial and other advisors to the Company, the... | Label: Publicity |
c37f7413-9ef8-4c6b-9e96-ae9b1c3a3ac0 | Clause:
All descriptive headings of sections in this Release Agreement are intended solely for convenience, and no provision of this Release Agreement is to be construed by reference to any such heading.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Headings |
a28061e6-ad86-4aaa-be8b-1e6a733c34f5 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, executors, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Binding Effects |
855246f7-bb97-414e-a0f6-d7d835afc846 | Clause:
This Agreement may be executed in two or more counterparts either manually or by electronic or digital signature (including by facsimile or electronic mail transmission), each of which shall be deemed to be an original and all of which together shall constitute a single binding agreement on the Parties, notwith... | Label: Counterparts |
119c99c0-c921-4f7b-a134-abd54897ef01 | Clause:
This Offer Letter is governed by and enforced in accordance with the laws of the State of California, without regard to its choice of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Governing Laws |
9a85287e-645e-4632-8a1e-9191b0662c69 | Clause:
Neither a failure nor a delay on the part of either the Trustee or the holders in exercising any right, power or privilege under this Article XII shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights,... | Label: No Waivers |
24a34aee-d4dc-46c0-9bf7-c82133384bb0 | Clause:
This Agreement, including the Guarantees, (a) shall, subject to clause (b) below, terminate when all the Obligations have been indefeasibly paid in full in cash and the Lenders and Issuing Banks have no further commitment to extend credit under the Credit Agreement and (b) shall continue to be effective or be r... | Label: Terminations |
475d3fbd-ee0f-43b9-9a2a-c35d736e3f43 | Clause:
Executive’s health insurance benefits shall cease on the last day of December 2017, subject to Executive’s right to continue Executive’s health insurance under COBRA. Executive’s participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options, and the accrual ... | Label: Benefits |
b9b1b5f0-63e8-4a7b-8855-0f7cbef6c71e | 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 on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to tim... | Label: Notices |
0861b04c-2c46-47db-b670-7b4c89d75ef5 | Clause:
The Parties shall notify each other promptly in writing if any infringement or potential infringement of the Licensed Intellectual Property by a Third Party is observed or suspected by the Parties or any of their controlled Affiliates.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Litigations |
af856597-390a-4a69-bf75-964b3bea7807 | Clause:
SUBJECT TO THE INTERCREDITOR AGREEMENT, NONE OF THE TERMS OR PROVISIONS OF THIS GUARANTY MAY BE WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED, NOR ANY CONSENT BE GIVEN, EXCEPT IN ACCORDANCE WITH SECTION 10.01 OF THE CREDIT AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Amendments |
13982f1b-b65b-4735-9be2-964f28f05dfc | Clause:
(a) Comply with the requirements of all Laws (other than Laws referred to in clause (b) hereof), orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith would not reasonably be expected to have, individually or in the aggregate, a Materia... | Label: Compliance With Laws |
e28f26b7-88f4-4c96-9a53-4615c26eb840 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactio... | Label: Severability |
3b1bf718-f212-459e-ae34-de06cb1da0de | Clause:
In the event of Executive’s death prior to the end of the Term while actively employed, Executive’s beneficiary or estate shall receive (i) Executive’s Salary up to the date on which the death occurs; (ii) any Bonus earned in the prior year but not yet paid; and (iii) bonus compensation for the calendar year in... | Label: Death |
f27582e3-1408-4e40-8d75-8c4633d26c7c | Clause:
The parties will each pay their own respective expenses (including fees and expenses of legal counsel, or other representatives or consultants) in connection with the Transaction (whether consummated or not).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Expenses |
d3dd74cc-f4b5-4c06-92d6-fef24d3d855c | Clause:
The proceeds of the Revolving Loans may only be used (a) to repay Indebtedness under the Existing ABL Credit Agreement to the extent that such Indebtedness is not restated as Revolving Loans hereunder, (b) to pay costs, expenses and fees in connection with the Transactions and the credit facility under this Ag... | Label: Use Of Proceeds |
e3930afc-8100-4b98-a8a2-68533e12d5dd | Clause:
This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject as to enforceability to (i) general principles of equity and to applicable bankruptcy, insolven... | Label: Enforcements |
dd340166-595f-4113-90d6-09d4fed1490c | Clause:
Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control that occurs prior to the final Vesting Date (or the payout date relating to the final Vesting Date), and provided that prior to such Change in Control the Participant’s service with the Company has not terminated, an... | Label: Change In Control |
f39f36f7-b608-4dbb-99ff-6ab2480ea1b6 | Clause:
This Agreement may be terminated by the Purchaser by written notice to the other parties, if the Closing has not been consummated within 5 days hereof; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
Task: Classify this c... | Label: Terminations |
74ba18ff-0e15-4b32-9b4a-54902621faa0 | Clause:
It is the intent of the Parties that the laws which govern this Agreement be consistent with the governing law set forth in the Separation Agreement. As such, the provision of the Separation Agreement which sets forth governing law is incorporated herein by reference.
Task: Classify this clause into ONE of the... | Label: Governing Laws |
0b02977b-a1fa-40f9-af0c-c0d64aa782ba | Clause:
The Borrower and its Subsidiaries and Unrestricted Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon the Borrower or its Su... | Label: Taxes |
d58aa987-a091-4c23-b052-0736f2398373 | Clause:
The provisions of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Governing Laws |
8f7a9ded-d7ca-487f-8b59-0f5f7ca54fab | Clause:
The Partnership will pay all reasonable Registration Expenses as determined in good faith, including, in the case of an Underwritten Offering, whether or not any sale is made pursuant to such Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any s... | Label: Expenses |
9783bfbb-4a67-4f6a-a3bc-a8c9c0178def | Clause:
The proceeds of the Term Loans, the Revolving Loans and the Swingline Loans, and the Letters of Credit, shall be used for general corporate purposes of the Borrower and its Subsidiaries, including the financing of working capital needs, the repayment of Indebtedness of the Borrower (including Indebtedness under... | Label: Use Of Proceeds |
c9f0b10c-4183-4b85-bcfa-fb8b9e785760 | Clause:
Consultant agrees that all work that Consultant prepares on Company’s behalf during the performance of the Consulting Services (“Work Product”) is a work-for-hire, owned exclusively by Company. Consultant hereby assigns to Company any rights Consultant may have in such Work Product and Consultant agrees that C... | Label: Intellectual Property |
f7d73e01-c00a-442a-a08c-47703e231fff | Clause:
Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address indicated below such party’s signatu... | Label: Notices |
3698c8c0-8fb7-4bd9-bf6e-ba090472f867 | Clause:
Each of the Loan Parties has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other taxes, fees or other charges impo... | Label: Taxes |
5ae794e0-146b-4744-89d3-12676469be5c | Clause:
No failure on the part of the Collateral Agent or any other Secured Party to exercise and no delay by any such Person in exercising, and no course of dealing with respect to, any right, remedy, power or privilege under any of the Note Documents shall operate as a waiver thereof, nor shall any single or partial ... | Label: Waivers |
3c3cee0e-46f7-4ac8-bb63-430a82a1cfa6 | Clause:
For Separation from Service because of Disability before Normal Retirement Age the Bank shall pay to the Executive the benefit described in this section 2.3 instead of any other benefit under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Disability |
01fc22d0-f417-4967-b7c9-225c15847442 | Clause:
Employee shall receive a base salary of Two Hundred Forty Thousand and 00/100 Dollars ($240,000), payable in regular and equal installments in accordance with the Company’s regular payroll schedule and practices (“Base Salary”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Base Salary |
04836334-1859-40bb-bcd7-e98b12d5d23f | Clause:
Promptly upon reasonable request by the Administrative Agent, and subject to the limitations described in Section 6.12 , (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument relating to any Co... | Label: Further Assurances |
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