id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
4a9a312d-44db-4f55-836d-f9ed97d4bb32 | Clause:
Should any provision of this Restricted Share Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Restricted Share Agreement, the balance of which shall continue to be binding upon the pa... | Label: Severability |
a3adec38-af71-4e7b-b137-9ccdf7803e14 | Clause:
Subject to Sections 10.1 and 10.3 , the parties agree to resolve any Dispute exclusively through binding arbitration conducted under the auspices of the American Arbitration Association (the “ AAA ”) pursuant to AAA’s Commercial Arbitration Rules presently in effect. The parties shall appoint an arbitrator with... | Label: Arbitration |
b492945e-900b-4623-99e1-e02ad7e77492 | Clause:
If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to Employee or the Award, or would disqualify the Award under any law deemed applicable by the Committee, such provision will be construed or deemed amended to conform to the applicab... | Label: General |
46209941-390e-46e9-ace7-1df8efba82a9 | Clause:
The Term of this Agreement shall begin as of the Effective Date and it shall continue through March 31, 2018 at which time it will terminate unless extended pursuant to this paragraph, and Executive will relinquish his seat on the Board of Directors of PHH Corporation at the expiration of the Term of this Agree... | Label: Terms |
8ada322f-c8ac-4ef2-a3cd-e42a5070863b | Clause:
To its knowledge, the Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, tradenames, copyrights, trade secrets, licenses, information and proprietary rights and processes necessary for its business without any conflict with, or infringement of, the rights of others. The... | Label: Intellectual Property |
d8a9ff14-ac26-4bee-8341-4818977c2497 | Clause:
In consideration of the amendments contained herein, the Borrower hereby waives and releases each of the Lenders, the Agent and the Issuing Bank from any and all claims and defenses, known or unknown as of the date hereof and as of the First Amendment Effective Date, with respect to the Credit Agreement and the... | Label: Releases |
6864748d-be9b-4b9c-b78b-98ace6725bf6 | Clause:
The representations, warranties, agreements and covenants shall survive the Closing. The Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Survival |
82a7a790-1147-46bf-b7b1-75deb3317643 | Clause:
During the Term, the Executive shall be employed by the Company as President and Chief Executive Officer, and, as such, the Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified ... | Label: Duties |
458bf81b-9c60-4ab3-9df2-f8757b90de16 | Clause:
The execution, delivery and performance by Ecoark and Zest of this Agreement and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizat... | Label: No Conflicts |
19361bbc-5403-496c-bbf5-63ae7df8116d | Clause:
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to t... | Label: Notices |
ba22cb17-a774-4460-8141-f1aabf3d8e09 | Clause:
This Separation Agreement may be executed in counterparts, each of which shall be an original.
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, Authorizati... | Label: Counterparts |
f318c428-4f4b-4b2f-9e88-4fefcaa4f37f | Clause:
The terms and provisions of this Agreement (including the Exhibits hereto, which are hereby incorporated by reference herein) constitute the entire agreement between the Trustee and the other parties hereto with respect to the subject matter hereof. The actions of the Trustee shall be governed solely by this Ag... | Label: Entire Agreements |
5125e2ce-83b3-4707-86a7-a66691ee8ac7 | Clause:
Each Borrower hereby represents and warrants to Agent that (a) the execution, delivery and performance of this Amendment and any and all Other Documents executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of each Borrower and will not violate the A... | Label: Representations |
b99840bb-2db7-4ec5-97b4-ef3d27e21bcb | Clause:
Subject to the terms and conditions set forth in this Agreement, the Company hereby offers, and the Executive hereby accepts, employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Employment |
b1f3a60a-d0a7-417d-b81a-5d1f386d09a2 | Clause:
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. The exchange of a fully executed Agreement (in counterparts... | Label: Counterparts |
9f9b6a36-6f7a-46d3-9599-ec50692f1a91 | Clause:
Each Interest will vest as set forth in the applicable Award Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benef... | Label: Vesting |
6697bbd8-b768-475d-b1d2-80095968d2df | Clause:
Any notice or request given under this Agreement shall be in writing addressed to the other Party at (i) for Vendor, at the address listed on the first page of this Agreement and (ii) for PetSmart Attn: General Counsel, 19601 N. 27th Avenue, Phoenix, Arizona U.S.A. 85027. Any notice shall be deemed to have been... | Label: Notices |
b05e1f21-2dfd-4840-a88c-acc3c1162a09 | Clause:
The Lender shall have received all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts will be paid with proceeds of Loans made on the Effecti... | Label: Fees |
fbc7bc80-ec80-4169-a680-9c02dd5b19ec | Clause:
Contractor will pay when due all costs, expenses, taxes and liabilities that Contractor incurs in connection with Contractor’s performance under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Expenses |
3f708793-d8ca-4950-baf8-f52342cc6b52 | Clause:
This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of said State applicable to contracts to be made and performed entirely within said State.
Task: Classify this clause into ONE of thes... | Label: Governing Laws |
4a8a610a-7c91-4c7c-b658-71093460b0de | Clause:
Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to the Pledgor, addressed to it at its address set forth in the Credit Agreement and ... | Label: Notices |
7a09ec85-94ba-4a69-aa9c-1e092b078b49 | Clause:
This Section 0 shall survive the 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 Effects, Books, B... | Label: Survival |
b6d48f02-8294-4024-8eba-5bd5dd53f961 | Clause:
Each party’s obligations under this Section 5.9 shall survive any assignment by Lender of rights or obligations hereunder, termination of the Commitments, and any repayment, satisfaction, discharge or Full Payment of any Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Survival |
2041cb8e-f062-49a8-9c7d-af6659dc31d0 | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 13.2 of the Credit Agreement (whether or not then in effect), as such address may be changed by written notice to the Agent and the Borrower. All communications and n... | Label: Notices |
2d4d7818-37f2-4806-92b8-39b4d8d993d2 | Clause:
THIS AGREEMENT IS PERFORMABLE IN THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF SUCH STATE. CONTRIBUTOR AND THE PARTNERSHIP HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE AND COUNTY OF NEW YORK IN AN... | Label: Applicable Laws |
82284de2-78a0-4b54-8404-b3268b30c10f | Clause:
The escrow (the “ Escrow ”) for the consummation of this transaction shall be established with Escrow Holder at the address indicated in Section 15.1 hereof by the deposit of an original signed copy of this Agreement with Escrow Holder contemporaneously with the execution hereof. This Agreement shall constitute... | Label: Closings |
71b6360c-91df-4de0-a43d-b2712f04855f | Clause:
The Closing shall take place on the date of this Agreement, or such other time, place and date as may be mutually agreed upon by the parties hereto. The Closing shall be held at the offices of Buyer’s counsel or such other place as shall be mutually agreed upon by Buyer and the Company. The date of the Closing ... | Label: Closings |
b72e251a-e08f-4e06-ad6a-e39cc1997dd0 | Clause:
Borrower agrees to indemnify, defend and hold Lender harmless from and against any loss, cost or expense (including interest, penalties, reasonable attorneys’ fees and amounts paid in settlement) caused by Borrower’s negligence, breach or wrongful actions arising out of or based upon the Loan Documents or the L... | Label: Indemnifications |
c0caab7d-e81f-4bd4-ad38-b94a1aeb9045 | Clause:
Each of the Collateral Agent and the Purchasers agrees to take normal and reasonable precautions to maintain the confidentiality of any information relating to the Issuer or any of its Subsidiaries or any of their respective businesses, to the extent designated in writing as confidential and provided to it by t... | Label: Confidentiality |
edee1b80-1cec-4d14-875b-8cfc35477349 | Clause:
On and after the date hereof, the Grantor will cause to be done, executed, acknowledged and delivered such further acts, conveyances and assurances as the Trustee shall reasonably request for accomplishing the purposes of this Aircraft Security Agreement; provided that any instrument or other document so execut... | Label: Further Assurances |
f8e545eb-34c7-4694-bf76-a5bc9928f93c | Clause:
Subject to Section 4(f), Restricted Stock and Restricted Stock Units granted to a Participant under the Plan shall be subject to a Restriction Period as specified in the Award Agreement, provided that the Participant continuously provides Service through such vesting date. The Committee in its discretion may pr... | Label: Vesting |
ee748178-4ad7-4ad0-9545-4a2d15cc3207 | Clause:
Except for (x) the matters described on Schedule 4.31 and (y) any other conditions, events or transactions that collectively could not reasonably be expected to result in a Material Adverse Change: (a) allow or cause or permit any ERISA Affiliate to allow any condition to exist in connection with any Pension Pl... | Label: Erisa |
345aef14-c131-4b81-9c29-576103319bac | Clause:
The Company and the Subsidiaries are insured by insurers against such losses and risks and in such amounts (including, but not limited to, directors and officers insurance coverage) as the Company and its Subsidiaries reasonably believe are adequate for the conduct of their business and is customary for compani... | Label: Insurances |
7e598955-6517-466c-92d9-5070b6e81de9 | Clause:
The separation benefits provided for in Section 1 shall be in lieu of any other severance, separation or termination pay to which the Executive may be entitled under any Company severance or termination plan, program, practice (whether written or unwritten) or agreement. Except as otherwise provided herein, the... | Label: Benefits |
e6b117c4-705b-4cdc-a2ac-f5a3f38f987d | Clause:
The Company will, and will cause each of the Subsidiaries to, execute any and all further documents, agreements and instruments, and take all further action that may be required under applicable law, or that the Required Lenders or the Administrative Agent may reasonably request, in order that the Guarantee Req... | Label: Further Assurances |
02804411-f742-465e-be44-9bfc2aba6488 | Clause:
Interest will accrue from the date hereof on the Principal amount at the rate of fifty-six one hundredths of a percent (0.56%) per annum until payment in full or until the conversion of the Principal pursuant to Section 2 of this Note. If the Principal is not converted pursuant to Section 2 of this Note, in... | Label: Interests |
21380be7-1029-46bb-8adc-f2cc35523f3b | Clause:
This Waiver and Second Amendment, and all claims, disputes and matters arising hereunder or thereunder or related hereto or thereto, will be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that state.
Task:... | Label: Governing Laws |
4f486b51-ecb3-4e8b-9258-bae02ca76119 | Clause:
There are no other agreements of any nature between the Employer and Executive with respect to the matters discussed in this Agreement, except as expressly stated herein, and in signing this Agreement, Executive is not relying on any agreements or representations, except those expressly contained in this Agreem... | Label: Entire Agreements |
6c57f463-b59a-4819-9245-c62ea770ddd9 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before October 19, 2017; p... | Label: Terminations |
bb201b57-ff9f-474c-95b6-58906812ab34 | Clause:
Proceeds of the Loans may be used to finance the Borrower’s working capital needs and for general corporate purposes of the Borrower. Neither the Borrower nor any Subsidiary is engaged in the business of purchasing or selling margin stock or extending credit for the purpose of purchasing or carrying margin stoc... | Label: Use Of Proceeds |
5a32b5e5-c99f-4b1c-abcf-99736f2484ba | Clause:
Borrower will, do or cause to be done all things reasonably necessary (a) to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, Intellectual Property rights, licenses and permits (except as such would ... | Label: Existence |
9ec4fca4-12ed-409f-859d-3e7b2a759341 | Clause:
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Re... | Label: Terms |
154e49c9-af97-4d44-a6d5-6dcae1abc86c | Clause:
Section 10 of the Purchase Agreement is incorporated by reference mutatis mutandis (substituting, for the avoidance of doubt, Argentia for Catterton).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Terminations |
5bf1b556-d296-4b6f-a08a-25f180b3abb7 | Clause:
Each Lender’s and the Credit Parties’ respective rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which the Applicable Lender or any Credit Party may have under any other agreement, including the other Loan Documents, by operation of Law or otherwise... | Label: Remedies |
8e76d1ea-3f61-408d-81b8-e6909b6b1fb6 | Clause:
In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combinat... | Label: General |
3bee9fd9-05c8-495c-86d7-0fc0d782366e | Clause:
Since December 31, 2015, there have been, and there are, no (a) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries that (i) relate to the Warr... | Label: Litigations |
7f570b67-279d-48a4-8f66-38a3c72ce0da | Clause:
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss (other than the loss of Applicable Margin) or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a conversion into or continuation of Eurodollar Loans after the ... | Label: Indemnity |
c8e68762-4648-4cd1-92e4-bf732e886879 | Clause:
The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Buyer or Buyer Guarantor is a party and the consummation of the Transactions do not (a) result in a violation of any Law or Order to which Buyer or Buyer Guarantor is subject, (b) conflict with or result in a violati... | Label: No Conflicts |
7a372750-5976-4a4f-8f99-f87562991042 | Clause:
In the event of any recapitalization, reclassification, forward or reverse split, reorganization, merger, consolidation, spinoff, combination, repurchase or exchange of Stock or other securities, Stock dividend or other special, large and non-recurring dividend or distribution (whether in the form of cash, secu... | Label: Adjustments |
57e50f81-a366-4712-9301-314afd358638 | Clause:
THIS THIRD Amendment AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS THIRD Amendment SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE N... | Label: Governing Laws |
551b31b6-c537-4474-83c9-a7fce7e395a7 | Clause:
Each Party irrevocably waives the right to a trial by jury in connection with any matter arising out of this Agreement to the fullest extent permitted by applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Waiver Of Jury Trials |
c8ca10c1-6eb9-41b5-ae42-d65bcead5531 | Clause:
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. THE TRUSTEE, THE COMPANY, AND ANY OTHER OBLIGOR IN RESPECT HEREOF AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT ... | Label: Governing Laws |
3838c3cb-502f-4337-8ebe-1c8c88e87f02 | Clause:
This Guaranty shall bind Guarantor and shall inure to the benefit of the Guarantied Party.
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,... | Label: Binding Effects |
e119ab77-3bbb-4cbe-993c-c05bf0a934f1 | Clause:
If this Lease is terminated pursuant to law or the provisions of Section 14.1, Tenant waives, to the extent permitted by applicable law, (a) any right of redemption, reentry or repossession and (b) the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt.
Task: C... | Label: Waivers |
820a3aea-091a-43e0-9df5-5a5244585103 | Clause:
The Company hereby confirms its obligations under the Note Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by the holders of the Notes, all reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by such holders... | Label: Expenses |
6119a18b-cf49-4dad-86d8-4f9352a5271b | Clause:
This Amendment may not be changed, modified, or discharged in whole or in part except by an agreement in writing signed by both parties to this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Amendments |
3523cc7b-94e4-49be-858c-26b0316acac0 | Clause:
Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Agent has received counterparts bearing the signatures of all parties hereto. Delivery of a signatu... | Label: Counterparts |
18ffe37f-ea63-45f5-8951-d297aee1d937 | Clause:
The Company agrees to pay or cause to be paid to Executive during the Employment Term a base salary at the annual rate of $1,150,000 or such increased amount as the Board may from time to time determine (hereinafter referred to as the “Base Salary”); provided, however, that the Base Salary may be reduced by no ... | Label: Base Salary |
4e5e7542-6999-44b8-b27e-536d961be08f | Clause:
Payment of any amounts in accordance with this Section 15(b) shall be made in cash or, if determined by the Board or the Committee (as constituted prior to the Change in Control), in securities of the New Employer that are traded on an established United States securities market, or which will be so traded with... | Label: Payments |
9b51bab6-7f3b-4686-a111-e6f5354d80f1 | Clause:
Purchaser is a Delaware limited partnership duly organized, validly existing, and in good standing under the Laws of the State of Delaware and has the organizational power and authority to own its property and to carry on its business as now conducted and to enter into and to carry out the terms and conditions ... | Label: Organizations |
81926e4c-81e6-4984-a684-d2f044a86536 | Clause:
Buyer shall have received the financial statements referenced in Sections 12(b) and 13(a).
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,... | Label: Financial Statements |
69490aac-ee1a-422e-9f04-ade8447a2a64 | Clause:
Schedule 8.12 lists (a) each Subsidiary of Holdings (and the direct and indirect ownership interest of Holdings therein) and (b) each Subsidiary of the Borrower (and the direct and indirect ownership interest of the Borrower therein), in each case existing on the Closing Date. To the knowledge of the Borrower, ... | Label: Subsidiaries |
aa2a849c-865d-4120-9229-f32a229016b5 | Clause:
Receipt by the Administrative Agent of (i) the consolidated audited financial statements of the Funding Date Acquired Business for the Fiscal Years ended December 31, 2014, December 31, 2015 and December 31, 2016, including balance sheets, income statements and cash flow statements audited by independent public... | Label: Financial Statements |
38297dad-33b2-4f45-862c-4f4b818bb429 | Clause:
When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. The table of contents to this Agreement, and the Article and Section headings contained in this Agreement, are for reference purposes only and shall... | Label: Construction |
eab82a45-6b23-4227-8d3e-37b8d912c58a | Clause:
Any termination of Roberts’ employment, of the Employment Period or of this Agreement (or breach of this Agreement by Altimmune or Roberts) shall have no effect on the continuing operation of this Section 7.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Survival |
82240b19-a883-4906-bf17-448547d3daf3 | Clause:
The Company or one of its Subsidiaries may require the Employee to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with the grant, vesting, exercise, settlement or... | Label: Withholdings |
f9f3d3f3-805f-45bb-8963-fa73f45d6dfd | Clause:
In the event of a breach or threatened breach by Executive of the provisions of Section 6 of this Separation Agreement or Section 2 of the Waiver, Executive agrees that the Companies shall be entitled to a temporary restraining order or a preliminary injunction, which may be obtained by means of a judicial proc... | Label: Remedies |
d4f1b0fc-52a6-49e2-999f-41ddd6e3525e | Clause:
If pursuant to this Section the Facilities are increased pursuant to an Incremental Facility, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such Incremental Facility.
Task: Classify this clause into ONE of these types ... | Label: Effective Dates |
da51811e-dbd3-4f3c-b532-1f272a91a437 | Clause:
On and after the Effective Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there is no financing statement outstanding covering any personal property of any Company; (b) there is no mortgage outstanding covering any real property of any Company; and (c) no real or personal property of any C... | Label: Liens |
30b047ce-f461-43b9-83cc-f94a13e92a87 | Clause:
The Parent Borrower will use the proceeds of the Initial Tranche B Term Loans on the Closing Date to consummate the Transactions including the payments of fees and expenses in connection with the Transactions and for working capital needs and for other general corporate purposes and for any other purpose not pr... | Label: Use Of Proceeds |
0a909a14-03a4-4075-a3e3-a513661d7522 | Clause:
Unitholders own, beneficially and of record, free and clear of any Lien the entire membership interest of Seller.
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: Titles |
98f55223-9fd1-448e-9747-377a1dca2410 | Clause:
Assignor hereby assigns to Assignee all of Assignor’s rights and obligations under the Underlying Agreement with respect to the Assigned Rights and Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Assignments |
cb0eb669-bb13-4da1-8617-bcdd79dc7cf6 | Clause:
This First Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a coun... | Label: Counterparts |
15cd745d-b600-4cc3-9ae2-460130a5800a | Clause:
The Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender and any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reason... | Label: Indemnity |
82463697-ee04-4086-be10-d468814fea6b | Clause:
No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement will be valid or binding on either party unless the same will have been mutually assented to in writing by both parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Modifications |
79d0bac7-371b-4a4a-b874-85bf6c9da9aa | Clause:
Whenever this Lease requires an approval, consent, determination, selection or judgment by either Landlord or Tenant, unless another standard is expressly set forth, such approval, consent, determination, selection or judgment and any conditions imposed thereby shall be reasonable and shall not be unreasonably ... | Label: Approvals |
4ff4aa40-6524-4fc3-bdf5-035149be685a | Clause:
This Agreement, the Merger Agreement and the other Ancillary Documents to which Owner is a party or bound contain the entire agreement between Owner and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies of the Covered Parties under this Agreement ar... | Label: Integration |
0e71c10d-aecc-487e-8acd-2da2dd64c55e | Clause:
By cash or check or other method of payment permitted under Section 4(d) of the Agreement.
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,... | Label: Payments |
ae846e85-b533-4f17-a106-b734d45046d7 | Clause:
While Employee is employed by the Company and at all times following the termination of Employee’s employment for any reason, Employee shall not, directly or indirectly, for Employee or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity, or otherw... | Label: Non-Disparagement |
288d4f90-8ea8-45c5-aa66-78d164a32f03 | Clause:
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Company Borrower has given a ... | Label: Indemnity |
8c66bc83-3a8d-46f7-ad91-a28faec2edcb | Clause:
Notwithstanding the provisions of Section 2, the Company may terminate this Agreement (a) for any reason whatsoever upon thirty (30) days’ prior written notice to Consultant, and (b) immediately upon written notice to Consultant, if any of the Services is performed or is being performed in an unsatisfactory man... | Label: Terminations |
241597c9-d756-4964-88a7-c04f7b933a56 | Clause:
In the event a claim for indemnification under this Article 5 has been finally determined and the Seller is the Indemnifying Party, the amount of such final determination shall be paid by the Seller to the Indemnified Party, on demand, at the Seller’s option (which shall be delivered to the Indemnified Party in... | Label: Payments |
ce2120e9-5645-4e7f-b97b-23eab7449b54 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 5.04 . Delivery of an executed counterpart to this Agreement by facsimile or other ele... | Label: Counterparts |
f80f9140-3a36-4c03-b30b-147837f2de14 | Clause:
This Agreement constitutes, and the other Loan Documents to which Borrower or any other Obligated Party is a party and the Intercreditor Agreement to the extent Borrower or any other Obligated Party is party thereto, when delivered, shall constitute legal, valid, and binding obligations of such Person, enforcea... | Label: Enforceability |
30a55962-595e-4b7d-a967-d380c3ddc565 | Clause:
As consideration for entering into this Agreement and for providing the Services, Company will pay Contractor at a rate described in Exhibit “A” . Contractor will be solely responsible for the payment of all taxes due on the payments made by Company to Contractor.
Task: Classify this clause into ONE of these t... | Label: Fees |
088ae5d9-0380-42f5-aff7-cb26b777090d | Clause:
The closing of the transaction contemplated by this Agreement (" Closing ") shall take place at the offices of Escrow Agent or at such other location as may be mutually agreed upon by Seller and Buyer, on the date that is seven (7) Calendar Days following the expiration of the Investigation Period (as the same ... | Label: Closings |
7d5be258-998e-449d-8436-dfb904c0ec17 | Clause:
This Agreement shall be governed by and interpreted and construed according to the laws of the State of Illinois. The parties hereby consent to the jurisdiction of the state and federal courts in the State of Illinois in the event that any disputes arise under this Agreement.
Task: Classify this clause into O... | Label: Jurisdictions |
57bf4a61-2672-4a68-b9dd-2d59090539ab | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
217f2094-61cd-4c74-b5ad-b67bb765bc2f | Clause:
All notices , demands and requests required by this Employment Agre e ment shall be in writing and shall be deemed to have been given or made for all purposes (i) upon personal delivery , (ii) one day after being sent, when sent by professional overnight courier service , (iii) five days after posting when sent... | Label: Notices |
12443c3c-21a5-459b-a0ba-cd81ea7e9cac | Clause:
Neither Tenant nor Guarantor has (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by any creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of its asse... | Label: Solvency |
87bcabb1-0f7f-45d1-8530-fe8a1098741d | Clause:
Except as otherwise provided in this Agreement and subject to the Participant’s continuous service with the Company or a Subsidiary, the RSUs will vest in three (3) equal installments on each of the first, second and third anniversaries of the Date of Grant (each twelve (12) month period during which vesting re... | Label: Vesting |
ffceaa54-3af9-43c2-abc5-d4d2eb201d44 | Clause:
Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validi... | Label: Severability |
3910b227-4af1-4fd8-adc8-960a93ea412c | Clause:
This Release will be construed and enforced in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law. If any provision of this Release is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however,... | Label: Miscellaneous |
7f0d7c9c-55d7-4068-8cc2-ce706ecf91e3 | Clause:
Executive shall be entitled to four (4) weeks of paid vacation during each calendar year and time off for all holidays as designated by the Employer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Vacations |
45aff51b-b867-4974-835b-bf94f011b488 | Clause:
The Company has all requisite authority and corporate power, governmental licenses, authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Company is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction... | Label: Authorizations |
9fa0ebde-aa19-443f-ab65-8035109309d1 | Clause:
The rights and obligations of the parties under this Agreement, which by their nature would continue beyond the termination of Executive’s employment, shall survive the termination of Executive’s employment or expiration of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Survival |
3f73964a-65f4-4617-86a0-c74cbb4331e7 | Clause:
In the event that a Participant’s Employment with the Company is terminated due to the Participant’s Disability, such Participant’s unvested portion of the Deferral Award shall immediately vest (in which case, the date of the Participant’s termination due to Disability shall be referred to as the “ Vesting Date... | Label: Disability |
33a54ceb-a47b-4885-b6db-078a0eab7ba2 | 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 the Closing of th... | Label: Confidentiality |
3c21b740-5082-48b3-8d3c-9f76ad4e4a1b | Clause:
Subject to Article “24” of this Note, each Party to this Note shall bear and pay its own costs and expenses incurred in connection with the execution and delivery of this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Expenses |
0ea53a4f-2467-4561-99ac-5f39082419ab | Clause:
This Agreement, including the documents and instruments referred to herein, constitute the entire agreement among the parties hereto relating to the subject matter hereof, and all prior agreements, correspondence, discussions and understandings of the parties are merged herein and made a part hereof, it being t... | Label: Entire Agreements |
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