id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
4ca6e94c-c2cc-43ca-be2e-9e4995c35c69 | Clause:
This Agreement cannot be changed orally, and no executory agreement shall be effective to waive, change, modify or discharge it in whole or in part unless such executory agreement is in writing and is signed by the Parties against whom enforcement of any waiver, change, modification or discharge is sought. Any ... | Label: Modifications |
c4c0ab08-9a51-443b-bcbc-45095260d810 | Clause:
Each of Holdings, the Borrower, the Company and the other Restricted Subsidiaries owns or has the right to use all Intellectual Property that is used in or otherwise necessary for the operation of their respective businesses as currently conducted, except where the failure of the foregoing would not reasonably ... | Label: Intellectual Property |
afa467ff-f3df-4928-8de5-78be2c604281 | Clause:
Any provision of this Agreement which is deemed invalid, illegal, or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality, or unenforceability, without affecting in any way the remaining provisions hereof in su... | Label: Severability |
793f0052-486c-4936-915b-d8e0f2ec5920 | Clause:
No Restricted Stock Units or dividend equivalents awarded to the Participant under this Grant may be transferred, assigned, pledged, or encumbered by the Participant and a Restricted Stock Unit shall be redeemed and a dividend equivalent distributed during the lifetime of the Participant only for the benefit of... | Label: Assignments |
e15d8d8a-e54e-4644-9229-049b48757ef8 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Applicable Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contempla... | Label: Severability |
d3e62d8f-86c0-447d-9079-3aad495ff0f0 | Clause:
The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New York Civil Practice Law and Rules (“ CPLR ”) and that the Hol... | Label: Miscellaneous |
f971b674-9784-42bc-a200-67030ed3e815 | Clause:
This Award and these Terms and Conditions are governed by the law of the State of Delaware and shall be construed accordingly.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Governing Laws |
918fcc68-e74f-4c5b-9b38-1d1741face0d | Clause:
The Board of Directors of Partnership’s general partner shall have sole and exclusive authority to interpret the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Interpretations |
5b492fa5-a6a5-4e70-89cc-57f523fca06a | Clause:
Neither this Agreement nor any of the rights, e-Marine Shares or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any purported assignment without such consent shall be void. Su... | Label: Assignments |
a9d7d982-87bd-403f-bd07-a197da324d59 | Clause:
Notices given under this Work Agreement shall be sent in accordance with the provisions of the Lease, except Lessor shall also endeavor to send a courtesy notice to Lessee’s Representative(s) via email and Lessee shall also endeavor to send a courtesy notice to Lessor’s Representative(s) via email.
Task: Class... | Label: Notices |
872f50ce-333e-4027-b4ef-81b43e50b8a4 | Clause:
For purpo s es of this Agreement , "R e lease " i s defined as a full and complete release of all claims of Executive again s t the Company, known or unkn o wn o n the date of its execution , in form and substance acceptable to the Company.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Releases |
2158695b-fe3f-48a2-a5f1-3db9a533d5f4 | Clause:
The Grantee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to carry out any of the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Authorizations |
5190c154-a9ee-4f9a-8986-af804ed97a36 | Clause:
The funds borrowed under the Note will be used only for valid business 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, Base Sala... | Label: Use Of Proceeds |
15cdb4c3-1697-43f6-b41e-f799701c40ea | Clause:
If a Lender becomes a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, except as set forth in the last sentence hereof, such Defaulting Lender’s right to part... | Label: Consents |
a5188f72-d467-4651-9b5a-da7b220a1c0d | Clause:
Each Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that ... | Label: Confidentiality |
e8ae3b55-919d-403e-869e-b229e7f0022a | Clause:
All of the Shares shall become fully vested and any Forfeiture Provision shall terminate in full, immediately prior to and contingent upon a Change in Control or Hostile Take-Over.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Change In Control |
b3aa4f9c-1d65-4800-b7e8-0dd0257f8fce | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar denominated Letters of Credit for its own account or for the account of any of its Subsidiaries, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to ti... | Label: General |
1f4c7cc9-1062-4c02-9389-038968ca2882 | Clause:
During his employment with the Company and at any time thereafter, Executive agrees not to disparage or encourage or induce others to disparage the Company, any of its respective employees that were employed during Executive’s employment with the Company or any of its respective past and present, officers, dire... | Label: Non-Disparagement |
c3f6712a-cb59-4e1a-b7cb-d57d6030b2b9 | Clause:
Each of the terms of this AGREEMENT is deemed severable in whole or in part and if any term or provision, or the application thereof, in any circumstance should be illegal, invalid or unenforceable, the remaining terms and provisions shall not be affected thereby and shall remain in full force and effect.
Task... | Label: Severability |
594afaee-4751-40ac-89e1-1b5883121bf6 | Clause:
The Committee will direct the payment of Account balances from the Trust (or from the Company or the Participating Employer, as the case may be), and will specify the Participant (or Beneficiary or Beneficiaries) to be paid and the amount, the time and the conditions, if any, of each payment.
Task: Classify th... | Label: Payments |
96c9656c-1428-43df-abec-c400691d0455 | Clause:
This Agreement may be executed in two counterparts, each of which will be an original and together which will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Counterparts |
6f6fabd9-6582-4e5f-9cad-28340ac35274 | Clause:
The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Headings |
2da7fb16-a1c7-46d0-bfc2-99f901c3776f | Clause:
Borrowers, through the Borrower Agent, may request and transfer funds based on telephonic or e-mailed instructions to Lender. Borrower Agent shall confirm each such request by prompt delivery to Lender of a Notice of Borrowing but if it differs materially from the action taken by Lender, the records of Lender ... | Label: Notices |
947058bf-5033-4e5e-b6d3-9817a871164e | Clause:
Unless an Officer qualifies for a prorated Award, as described in the Plan, as a result of the Officer’s Separation from Service during the second half of the Performance Period due to death, Disability, Retirement, or Impaction, the Officer’s Award will be forfeited upon the Officer’s Separation from Service p... | Label: Forfeitures |
42378c38-4890-496c-be5b-763d73e7f44f | Clause:
The Agent shall have received valid certificates of insurance for the Policies required hereunder, satisfactory to the Agent in its sole discretion, and evidence of the payment of all Insurance Premiums payable for the existing policy period, which shall be for not less than one (1) year after the Closing Date.... | Label: Insurances |
5c03f0a1-68b5-4d83-b855-8718ff2be7a5 | Clause:
This Addendum may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and both of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Counterparts |
db839b93-d0df-463c-98f0-35e91de14186 | Clause:
Any act permitted or required to be taken by a Participant or beneficiary under this Section 11 may be taken for and on behalf of such Participant or beneficiary by such Participant’s or beneficiary’s duly authorized representative. Any claim, notice, application or other writing permitted or required to be fi... | Label: Notices |
6133dd53-ff7c-41c5-8d46-acc34f72f1c0 | Clause:
The Borrower is a corporation duly organized and validly existing under the laws of the state of its formation. The Borrower is authorized to do business and is in good standing in all other states and jurisdictions where the ownership of property or the nature of the business transacted by it, makes such quali... | Label: Authority |
60f5f4ff-c158-4404-a2cb-231d6b8af937 | Clause:
This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction oth... | Label: Governing Laws |
402d64ab-fe06-4bae-9c72-2205c06c1ab0 | Clause:
All payments and benefits pursuant to Section 2(b) of this Separation Agreement are conditioned upon the Employee’s full and continued cooperation in good faith with the Company, its subsidiaries and affiliates and its legal counsel, as may be necessary or appropriate, (i) to respond truthfully to any inquiries... | Label: Cooperation |
77920fbe-cb5b-417a-987c-88fc018c8c27 | Clause:
This Agreement shall have an initial term of three years commencing as of March 9, 2017 (the “ Start Date ”). This Agreement will automatically renew at the end of the initial term and at the end of each subsequent term, for a subsequent term of one year unless either party gives written notice of non-renewal ... | Label: Terms |
ae77d954-5730-44ec-926a-9861878737f6 | Clause:
The execution, delivery and performance of this Agreement and the consummation by such Subscriber of the transactions contemplated hereby, do not conflict with such Subscriber’s charter documents or bylaws or other organizational documents. Subscriber is not required to obtain any consent, authorization or orde... | Label: No Conflicts |
a0e0bc3d-1e0a-4770-8246-21b933e63e24 | Clause:
Beginning on the Effective Date, you will serve as Executive Vice President, Chief Financial Officer of the Company. You will report to the Chief Executive Officer and shall perform the duties and responsibilities customary for such position and such other related duties as are assigned by the Chief Executive O... | Label: Positions |
06180b9b-02df-48a6-b609-1233a09d7f5b | Clause:
The parties acknowledge and agree that a party could not be made whole by monetary damages in the event that any of the provisions of this Agreement are not performed by each other party in accordance with their specific terms or are otherwise breached. Accordingly, the parties agree that, in any such event, th... | Label: Specific Performance |
fdf305ac-2a3e-44cc-ac86-a270aab93d34 | Clause:
Subject to the express provisions of this Plan, the Committee shall supervise and administer this Plan and shall have the full authority and discretion: (1) to construe and interpret this Plan and any agreements defining the rights and obligations of the Company, any Subsidiary, and Participants under this Plan... | Label: Powers |
791af032-395a-42fa-b0e7-fc8915612a13 | Clause:
If a Lender becomes a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, except as set forth in the last sentence hereof, such Defaulting Lender’s right to part... | Label: Consents |
749fb80a-b62c-4af6-b6e4-f32d35d5612e | Clause:
For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail,(or comparable mail service in... | Label: Notices |
ef31579d-d9a5-4f6f-a2b6-3c001bb57322 | Clause:
Subject to Section 6.4 and Section 5.7(c), this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordi... | Label: Severability |
a2162466-77d9-4683-8093-096f1e45ea48 | Clause:
All material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the originator of such 2017-3 Lease Agreement in connection with (a) the origination or acquisition of such 2017-3 Lease Agreement, (b)... | Label: Approvals |
8b1fbc78-785d-4cab-9992-293b457f16cd | Clause:
All notices, requests and demands to or upon the New Guarantor, any Agent or any Lender shall be governed by the terms of Section 11.01 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Notices |
8f447bb7-12dc-4e91-a2fa-516699eb3266 | Clause:
The execution, delivery and performance of this Agreement and the other Loan Documents to which any Loan Party is a party and the transactions contemplated hereby and thereby (i) are within the authority of such Loan Party, (ii) have been duly authorized by all necessary proceedings on the part of such Loan Par... | Label: Authorizations |
da1f2c9e-8eef-4bf8-a61b-1a03678180c1 | Clause:
Any reference to the Company in this Section 8 shall include the Company and/or its subsidiaries.
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, Authoriz... | Label: Construction |
e18f9b35-19a5-4955-a010-56fe1700e5c3 | Clause:
The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and agree that the normal rule of construction - to the effect that any ambiguities are to be resolved against the drafting party - shall not be employed in the interpretation of this Agreement or any exhibits or... | Label: Construction |
b5a9817b-57bc-433c-8b16-917121856527 | Clause:
Any notice or other communication required or permitted pursuant to the terms hereof will have been duly given when delivered or mailed by mail, first class, postage prepaid (or such local equivalent thereof), addressed to the intended recipient at his, her or its last known address.
Task: Classify this clause... | Label: Notices |
3da47627-4332-4743-8bf8-b0d4f7594018 | Clause:
The obligations imposed by, and the provisions of, this Letter Agreement are severable and should be construed independently of each other. If any court of competent jurisdiction determines that any provision of this Letter Agreement is invalid or unenforceable, then such invalidity or unenforceability shall h... | Label: Severability |
def87211-4a46-4486-bcdc-af31e36b8034 | Clause:
All compensation under this Agreement is subject to applicable tax withholding requirements.
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, Authorization... | Label: Withholdings |
1a87fa32-92c6-4911-b4ea-f37a110deedc | Clause:
In any Proceeding in which Company is advancing Expenses or providing indemnification to the Indemnitee, the Indemnitee shall use commercially reasonable efforts to cooperate with the person, persons, insurers or entities acting on the Company’s or Indemnitee’s behalf, including providing to such person, person... | Label: Disclosures |
9a2de438-583f-4c13-95d8-56b8700b2146 | Clause:
There is no suit, claim, action, investigation, litigation or proceeding pending or, to the knowledge of Purchaser or its Affiliates, threatened against Purchaser or its Affiliates, with respect to the Acquired Assets, the Licensed Products or the Business in the Territory which (i) if adversely determined woul... | Label: Litigations |
c7cb2c74-4e11-450f-95dc-55f556676938 | Clause:
The Company and the parties hereto shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise all other rights existing in their favor. The parties hereto agree and a... | Label: Remedies |
fb13ed42-b9ac-48d0-8389-382c6324e349 | Clause:
As of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Advances made or to be made hereunder, no Loan Party is insolvent on a balance sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liab... | Label: Solvency |
7a156de3-df7f-4385-9af8-d2b666e4b8e3 | Clause:
This Agreement shall be effective as of the Closing Date, and if the Merger Agreement is terminated in accordance with its terms, then this Agreement shall terminate and be null and void ab initio ; provided , however , that Section 3.1 and this Article V shall be effective as of the date hereof.
Task: Classif... | Label: Effective Dates |
095eb75d-1b3f-41e2-8d35-f934ca74b792 | Clause:
The provisions of Section 12.09 of the Credit Agreement are incorporated herein mutatis mutandis .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authori... | Label: Governing Laws |
789b8306-5b54-45cd-a341-42e7aa027cb8 | Clause:
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpa... | Label: Counterparts |
0ae399fa-680e-41a5-a890-d2396482cdad | Clause:
No event shall have occurred and be continuing that constitutes an Event of Default (as defined below).
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, Au... | Label: No Defaults |
342654a3-c334-41fe-873d-24b00358a196 | Clause:
As of the Closing Date, the Parent has no Subsidiaries other than the Borrower and those listed on Schedule 4.11 . Each Subsidiary of the Parent (including any such Subsidiary formed or acquired subsequent to the Closing Date) is in compliance with the requirements of Section 5.6 .
Task: Classify this clause ... | Label: Subsidiaries |
af3816be-2c23-45ac-85e1-032ebff86667 | Clause:
If a court of competent jurisdiction finds any term of this AGREEMENT invalid, illegal or unenforceable, that term will be curtailed, limited or deleted, but only to the extent necessary to remove the invalidity, illegality or unenforceability, and without in any way affecting or impairing the remaining terms.
... | Label: Severability |
d7df6b2d-95b9-4b9b-83a6-df876fce90f1 | Clause:
The headings of this Agreement are for convenience and ease of reference only and do not define, describe, extend or limit the scope or intent of this Agreement of the scope or intent of any provision contained in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Construction |
59d78147-dded-4955-9e0d-90c4b43e8e38 | Clause:
(this “Agreement”) is made and entered into as of the 22 day of February, 2017 (the “Execution Date”), by and between WYNN RESORTS, LIMITED (“Employer”) and STEPHEN COOTEY (“Employee”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Releases |
3d8db62a-dd16-4d99-8b3a-81e570fb5932 | Clause:
The Purchaser agrees that it shall keep confidential and not divulge, furnish or make accessible to anyone, the confidential information concerning or relating to the business or financial affairs of the Company to which it has become privy by reason of this Agreement until such information has been publicly di... | Label: Confidentiality |
8cbc7a73-cd01-4be1-86e0-4cad1bdb5b7c | Clause:
All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered: (a) when delivered, if delivered personally, (b) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) one Business Day ... | Label: Notices |
d70a7958-297d-499e-8063-8aabcb269d90 | Clause:
This Agreement may be terminated by the Purchaser, as to the 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 April 30, 2017... | Label: Terminations |
5d4269c3-b884-4d70-bf03-2ce82cbc44fd | Clause:
The Restricted Stock Units (and Dividend Equivalent Rights associated with the Restricted Stock Units) shall be unvested and shall be subject to the restrictions set forth in this Award Agreement and the Award Notice. Unless sooner forfeited in accordance with Section 5, the Restricted Stock Units and Dividend ... | Label: Vesting |
0ffebd94-565f-47ee-9e8e-acf5e45e0ac2 | Clause:
Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. No amendment will adversely affect your rights under this Agreement without your consent. Notwithstanding the forgoing, to the extent necessary to preserve Kroger’s federal tax d... | Label: Amendments |
2a192a4d-3869-4c15-a594-0291b8efa3e4 | Clause:
This Agreement (a) represents the entire agreement between the parties in relation to the employment of Executive by the Company on, and subsequent to, the Effective Date and (b) revokes and supersedes all prior agreements pertaining to the subject matter herein, whether written and oral, including, without lim... | Label: Amendments |
03df0415-8964-4ac3-a1a5-a659c1ce20fe | Clause:
By participating in the Plan (or by receiving or accepting any benefit under the Plan), each Covered Executive agrees that, during his or her employment with the Company or any of its affiliated companies or at any time thereafter, the Covered Executive shall not make, nor cause any one else to make or cause on... | Label: Non-Disparagement |
fe2e1611-b2a0-403d-b5b4-267e41f93312 | Clause:
In the event of termination of this Agreement as set forth above, this Agreement shall forthwith become void and there shall be no liability on the part of any Party hereto, provided that such Party is a Non-Defaulting Party (as defined below). The foregoing shall not relieve any Party from liability for damage... | Label: Remedies |
7eb1b6f4-36b8-4aec-be91-5a5611e09ca5 | Clause:
EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.
Task: Classify this clause in... | Label: Waiver Of Jury Trials |
31d3cb35-708e-475e-9103-cbb383c50ced | Clause:
If any term, provision, covenant or restriction of this License is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this License shall remain in full force and effect and shall in no way be af... | Label: Severability |
0e82345a-c015-4e1f-abbf-d75ad17e2a08 | Clause:
This Agreement contains the entire agreement between the Parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements with respect to the subject matter hereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and a... | Label: Entire Agreements |
c4d72ff7-215a-4921-ae85-884080ec84e9 | Clause:
Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Definitions |
4345c965-be40-46cd-bdf5-e24dac9ff701 | Clause:
(a) All payments made by or on behalf of any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter im... | Label: Taxes |
5ab959b2-1f19-40be-a5ea-dcb63005103a | Clause:
The Company and Executive entered into an Indemnification Agreement dated as of December 30, 2016 (the “ Indemnification Agreement ”). The Indemnification Agreement shall apply with full force and effect to Executive’s services as President and Chief Executive Officer (in addition to his services as a member of... | Label: Indemnifications |
67ee9a29-2cf7-4417-913a-0f784a0c8355 | Clause:
Other than as disclosed in Schedule 4.08A , as of the Effective Date and the date of delivery of updated schedules under Section 6.08 , there is no litigation, claim, demand, proceeding or governmental investigation pending or threatened in writing, or any order, injunction or decree outstanding, against or rel... | Label: Litigations |
3ef0884c-f8ca-482f-912c-da597b98bfcf | Clause:
Schedule 3.1(j) has been Delivered by the Seller to Buyer’s counsel.
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... | Label: Intellectual Property |
7cc9b623-14f3-4abd-b762-45edbe9a36f9 | Clause:
Any notice required or permitted hereunder shall be (i) given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within th... | Label: Notices |
2021446f-fab4-4014-aa38-51e5ce80d3fd | Clause:
Upon the terms and subject to the conditions of this Agreement, at the Closing (defined below), (a) the Selling Stockholder shall sell, transfer and deliver to the Buyer, free and clear of all security interests, claims, liens, equities or other encumbrances, 740,896 shares of Common Stock (the “ Shares ”) at a... | Label: Sales |
f630a212-018b-4a15-b746-f4ce3f88fe9f | Clause:
Sharp acknowledges that, while he is a Member of the Company, he will become familiar with trade secrets and other non-public, confidential, and/or proprietary information concerning the business (including but not limited to its services, practices, policies or employees of affiliates of the Company (collectiv... | Label: Confidentiality |
f6f1e6c6-d81b-4db7-aa84-2d074e8eee06 | Clause:
The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration i... | Label: Representations |
7512299a-b044-4ed2-a0dd-1245a9222409 | Clause:
LKQ will pay Mr. Wagman a monthly fee of $41,666.67 at the end of each month during the Term (prorated for any partial months of service) (the “ Fee ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Fees |
d07f214b-a869-4b54-8278-128f56bd6580 | Clause:
The Guarantor shall indemnify Agent, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature wha... | Label: Indemnity |
536e5077-9bb5-4984-98a3-022dc555cc84 | Clause:
All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and agreements of the Borrower contained herein relating to the payme... | Label: Survival |
703c9bb2-3a31-4b44-ad22-1f6dfcc2acc5 | Clause:
This Agreement has been duly and validly executed and delivered by the Purchaser, and (assuming the due authorization, execution and delivery of this Agreement by the Seller and the other parties hereto) this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchase... | Label: Authorizations |
0b372a8d-68c6-4605-aae8-62a27cb9a492 | Clause:
Moylan has not assigned or transferred any claim he is releasing, nor has he purported to do so. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. This Agreement binds Moylan’s heirs, administrators, representatives, executors, successors, and a... | Label: Assignments |
2d129384-7c38-49ad-9b37-6a8541041740 | Clause:
All notices required or given under this Agreement shall be addressed to the parties at the addresses shown first hereinabove and shall be deemed given upon receipt (or, if not received sooner, three (3) days after deposit in the U.S. mails) when delivered by registered mail, postage pre-paid, return receipt re... | Label: Notices |
ea147daf-2f58-4282-b44b-07e03fe0e85d | Clause:
Executive specifically agrees that the Company shall be entitled to obtain specific performance and may sue in any court of competent jurisdiction to enjoin any breach, threatened or actual, of the covenants and promises contained in that Section of this Agreement and shall be entitled; and that, in connection ... | Label: Specific Performance |
307dd3ef-6c6c-4350-b739-806ecf304255 | Clause:
The representations and warranties made in this Agreement will not survive the Closing Date. Covenants and agreements that by their terms are to be satisfied after the Closing Date shall survive until satisfied in accordance with their terms.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Warranties |
5935e4ec-ff6e-489c-9894-28351c47ff3f | Clause:
During the Term, Executive shall serve as the Company’s Senior Vice President and Chief Financial Officer and shall devote all of Executive’s business time, skill and energies to promote the interests of the Company and to serve such positions with the Company as may be reasonably assigned by the Chief Executiv... | Label: Duties |
545afde8-1e07-439a-8f53-99c279aed61b | Clause:
Upon receipt or delivery by Maker or NHC of any notice in accordance with the terms of this Note, unless Maker or NHC has in good faith based on the written advice of counsel determined that the matters relating to such notice do not constitute material, non-public information relating to NHC or any of NHC’s Su... | Label: Disclosures |
66a8ca16-98af-4da0-a38a-d4717c350e02 | Clause:
All provisions regarding indemnification, warranty, liability and limits thereon shall survive the termination or expiration of this Warrant Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Survival |
4dc2bc31-47bb-4c5f-a1f0-f84efdecc991 | Clause:
Except as otherwise disclosed by that certain Phase I environmental report (or Phase II environmental report, if required) delivered to Lender by Borrower in connection with the origination of the Loan (such report is referred to below as the “ Environmental Report ”), (a) there are no Hazardous Substances or u... | Label: Warranties |
a59e13f8-45e7-4e78-8dff-1500ec53d857 | Clause:
Schedule 3.4 sets forth the number, class and ownership of the Seller’s outstanding equity securities immediately prior to Closing (the “ Seller Equity Interests ”). The Seller Equity Interests constitute all of the outstanding equity or voting interests of the Seller, and the Seller Equity Interests have been ... | Label: Capitalization |
95a935b2-45e2-4bb6-91ee-7b1fc18ba5d3 | Clause:
The Seller is not (i) in violation of any judgment, order, injunction, award or decree which is binding on any of them or any of their assets, properties, operations or business which violation, by itself or in conjunction with any other such violation, would materially and adversely affect the consummation of ... | Label: Authorizations |
fc1a24eb-cb8e-4ba7-b282-551ae398e75c | Clause:
You will be reimbursed for your actual, necessary and reasonable business expenses pursuant to Company policy, subject to the provisions of Exhibit A , Section 3. You will be promptly reimbursed for the reasonable legal fees incurred by you in connection with this agreement up to a maximum of $5,000.
Task: Cl... | Label: Expenses |
296fac1b-5147-4529-b48f-2aec5f3857c1 | Clause:
All covenants, agreements, representations and warranties made in this Agreement shall, except to the extent otherwise provided herein, survive the execution and delivery of this Agreement, and shall continue in full force and effect until the Discharge of Senior Debt has occurred. The foregoing to the contrary... | Label: Survival |
9057ca00-5f1e-4693-beac-e8477d7f8b4d | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTH... | Label: Waiver Of Jury Trials |
406f0ec4-3cd7-4542-8dad-d0994fc0a775 | Clause:
Each Guarantor agrees that all obligations of such Guarantor hereunder shall be paid solely in U.S. Dollars to the Lender in immediately available funds, without set-off, counterclaim or other defense and in accordance with Sections 3.2, 3.3, 4.3 and 4.4 of the Credit Agreement, free and clear of and without de... | Label: Payments |
73fbe2bf-5984-46ba-8281-671837b8156f | Clause:
Neither Party may issue a press releases or otherwise disclose the existence or terms of this Agreement without the prior written consent of the other Party; provided , however , that once the existence or any terms or conditions of this Agreement has been publicly disclosed in a manner mutually and reasonably ... | Label: Publicity |
f4592741-8da9-4106-9439-e53ae43ded39 | Clause:
THIS AGREEMENT, THE NOTES AND THE OTHER CREDIT DOCUMENTS (UNLESS OTHERWISE EXPRESSLY PROVIDED THEREIN) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH FUR... | Label: Governing Laws |
e2ef8f17-b66b-4d67-ad8c-9076eb854bed | Clause:
The CARs awarded to a Participant will vest at such times or under such conditions and in such numbers as set forth in the Award Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Vesting |
69845e32-6c69-4d83-9016-95374777e83b | Clause:
Ascena hereby agrees to continue to employ Executive, and Executive hereby agrees to continue to be employed by Ascena, upon the terms and subject to the conditions set forth in this Letter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Employment |
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