id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
851a2040-66ab-47a1-9621-3d4c7c585fb4 | Clause:
(a) If a Default or an Event of Default exists, the Agent may, in its discretion, and shall, at the direction of the Majority Lenders, do one or more of the following at any time or times and in any order, without notice to or demand on the Borrower: (i) reduce the Maximum Revolver Amount, or the advance rates ... | Label: Remedies |
a4f2ec93-3fdf-462e-a4df-4a2683bed6c4 | Clause:
In addition to the specific costs to be assumed by each of XOMA and Novartis as described herein, each Party will be responsible for all costs that it incurs in exercising its rights and meeting its obligations under this Agreement, except as expressly set forth otherwise in this Agreement.
Task: Classify this... | Label: Costs |
3db00f46-c3df-4edf-aaa9-a324c77c3eb8 | Clause:
Seller will not enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) otherwise permitted under the Program Agreements, (b) in the ordinary course of Seller’s business and (c... | Label: Transactions With Affiliates |
05daa44a-de6b-42c5-8b3b-206bdb499cd0 | Clause:
Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 12 of the Summary (the " Brokers "), and that they know of no other real es... | Label: Brokers |
c342b9f8-e98f-4610-a842-bd3aad92ac1d | Clause:
Unless otherwise provided for in an employment or other written agreement between the Grantee and the Company, vesting shall cease upon the date of termination of the Grantee’s continued service with the Company for any reason, including death or Disability. Unless otherwise provided for in an employment or oth... | Label: Forfeitures |
4ab6be85-8563-4815-9e31-d72bee2f963e | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Governing Laws |
87f51538-4caf-4038-ae90-162a8e8192d9 | Clause:
This Amendment may be executed in two or more counterparts, each of which shall be deemed and original and all of which together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Counterparts |
5bf00e74-ad73-476b-a3a1-2bd1b0aeaed3 | Clause:
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia , personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including... | Label: Confidentiality |
e03485d3-0bfd-4542-aa90-daa3835370be | Clause:
If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect (provided that, should a court determine that any provision of this Agreement, including, withou... | Label: Severability |
87d22211-69d9-484a-b208-00c3e1a0032a | Clause:
Spire hereby engages Dowdy for the period of January 1, 2017 through June 30, 2017 (the “ Term ”). At the end of the Term, Spire and Dowdy may mutually agree to extend the Term.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Terms |
79d225a7-7e04-4634-8254-473ea32dabad | Clause:
This Agreement will be binding upon the parties and, except as otherwise prohibited, their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any other person or entity any benefits, rights, or remedies, including the rights of a third-party beneficiary.... | Label: Successors |
9e4677a8-b47e-47a6-93a2-1d3561430971 | Clause:
Except as set forth in Section 2.2 below, the rights and licenses set forth in this Agreement shall be perpetual in nature.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Terms |
efdf4fa8-37d6-484c-a81e-46945104a145 | Clause:
Grantor has duly complied, and the Collateral and its business operations are in compliance, in all material respects, with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of noncompliance issued t... | Label: Compliance With Laws |
5c5af1b3-4c94-4b70-9984-ec17edfbe84c | Clause:
(a) Notwithstanding anything to the contrary set forth herein, if a Seller Termination Option occurs, the Seller may, upon five (5) Business Days’ prior notice of such event, terminate this Agreement and the Termination Date shall be deemed to have occurred (upon the expiration of the five (5) Business Days).
... | Label: Terminations |
6be35c5d-59b4-42a5-8999-561dbef4bf68 | Clause:
Except as otherwise set forth in these Award Terms, the Restricted Share Units shall vest in accordance with the Schedule for Vesting” set forth on the Grant Notice. Each Restricted Share Unit, upon vesting thereof, shall entitle the holder thereof to receive one Common Share (subject to adjustment pursuant to... | Label: Vesting |
03392bb4-3976-4aad-a1e0-29de4110e48a | Clause:
The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3( l ) or such as do not materi... | Label: Titles |
f6bb3fa4-997d-40ee-9e2b-9e91687a2499 | Clause:
If any legal action or other legal proceeding relating to the enforcement of any provision of this Agreement is brought against either party hereto, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing part... | Label: Expenses |
787c0ae0-2530-4d29-99b8-3737dccb5020 | Clause:
Any notice or demand required hereunder shall be deemed to be delivered when deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to Borrower or Lender, as the case may be, at the address set out hereinbelow, or at such other address as such party may hereaft... | Label: Notices |
a7dd46e1-860d-42d3-aa4c-fe3af437044f | Clause:
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SAN DIEGO COUNTY, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“ JAMS ”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & P... | Label: Arbitration |
f9d65a86-01bf-4832-be69-c9f1555dbf12 | Clause:
Each of Parent and the Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies adequate insurance for its insurable properties, all to such extent and against such risks, including fire, casualty and other risks insured against by extended co... | Label: Insurances |
b45b0619-3432-4692-a597-c0092b1f3d8a | Clause:
The Company will comply with all applicable laws, rules, regulations and orders, and duly observe all valid requirements of governmental authorities, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Company will comply with all of the re... | Label: Compliance With Laws |
98ce7799-89bc-4e3c-9ee5-e1f1fc16b62f | Clause:
This Agreement will be governed by the internal substantive laws, but not the choice of law rules of the State of Delaware, U.S.A. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement, the parties hereby submit to... | Label: Venues |
b65e0966-ab47-47f3-a3ab-11ad2eb9f14d | Clause:
As used in this Settlement Agreement, the terms Nation, Nation Australia, Paltar, and Officer include their respective heirs, personal representatives, successors, assigns, affiliates, predecessors in interest, successors in interest, assignors, assignees, agents, independent contractors, employees, attorneys, ... | Label: Binding Effects |
2e37a982-6d64-412f-ac5a-b0515e1d77be | Clause:
No interest shall accrue on the payroll deductions or contributions of a Participating Associate in the Plan, unless required to accrue in a country outside of the United States.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Interests |
982b0ab8-6126-4911-829f-92f6610d7fe6 | Clause:
Neither Party may publicly disclose the existence or terms or any other matter of fact regarding this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that either Party may make such a disclosure to the extent require... | Label: Publicity |
5e6aabc8-56ad-422d-a2ae-f94ec8292c63 | Clause:
When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedu... | Label: Tax Withholdings |
12e90af1-2265-4f4b-9a13-8e4acc835d0c | Clause:
Executive and the Company agree that any and all disputes between the parties hereto arising from or relating to this Agreement, and/or any release executed by Executive pursuant to the terms of this Agreement, other than under Article V (with respect to which either party may seek an injunction in aid of arbit... | Label: Arbitration |
bd52cbce-3996-45f1-ae05-664b243cd710 | Clause:
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES OF SUCH STATE) EXCEPT THAT THE GENERAL CORPORATION LAW OF DELAWARE SHALL APPLY TO MATTERS SPECIFICALLY ADDRESSED THEREIN.
Task: Classify this clause into ONE of... | Label: Governing Laws |
2e74e80d-b4f6-43c9-9fdb-db285a30d7f2 | Clause:
This Option shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Governing Laws |
e3843b78-1681-4de0-ab0a-863c3a154bd7 | Clause:
Except as set forth in subsections (iii)(B) and (C) above, each Party shall bear its own legal fees and costs.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Costs |
e14aac99-f9e4-4f59-868e-ba2a00afec73 | Clause:
All governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Holdings and its Subsidiaries (including shareholder approvals, if any) shall have been obtained on satisfactory terms and shall be in full force and effect.
Task: Classify... | Label: Approvals |
a8bccdc6-78de-4273-832c-540d3996e958 | Clause:
All obligations of the Borrowers under this Article III shall survive termination of the Commitments, repayment of all other Obligations hereunder and any resignation of the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Survival |
c1e6b6a8-7b3d-411a-aa8c-612eb418464c | Clause:
This Agreement may be executed in separate counterparts and each such counterpart shall be deemed an original with the same effect as if all Parties had signed the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Counterparts |
2306eb9f-32a2-4510-9a42-9383b7e1da73 | Clause:
Executive shall, upon reasonable notice, furnish such information and assistance to the Company as may be reasonably required by the Company, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required... | Label: Cooperation |
3e6d975f-bc23-48bd-9c97-5fa030b99767 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement binding on PSID, Executive and ENG, notwithstanding that not all parties are signatories to the same counterpart. This Agreement may be executed b... | Label: Counterparts |
0b5f1303-392c-4d99-b869-91f9142e9985 | Clause:
From December 31, 2015 to the date of this Agreement, the Corporation has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the United States Securities and Exchange Commission (the “ SEC ”) pursuant to... | Label: Disclosures |
5b4d12b6-1fe7-4f8c-b210-9ca97883a0b6 | Clause:
We represent and warrant that our services will be performed in good faith in a professional and workmanlike manner with professional diligence and skill appropriate to our industry and responsibility. We further represent and warrant that we are not under any pre-existing obligation in conflict or in any way i... | Label: Warranties |
e9238137-09f7-401d-9108-f550aad63a92 | Clause:
This Award will be subject to all applicable taxes as provided in Section 14(d) of the Plan.
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: Tax Withholdings |
32741c3d-743f-4c69-91f8-e2aa95ef28a3 | Clause:
Such Credit Party has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Other Documents (as amended or modified hereby) to which it is a party. The execution, delivery and performance by such Credit Party of this Amendment ... | Label: Authority |
d2050c74-de50-4508-acc1-a9d5952ff4e2 | Clause:
The provisions of this Section 8.3 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, Bindi... | Label: Survival |
bdc2403f-3f14-404d-93da-2a5350dc0ed7 | Clause:
The Company and each of its Subsidiaries (i) has made or filed all foreign, U.S. federal and (to the Company’s Knowledge, solely with respect to state income tax returns) state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes... | Label: Taxes |
ec15bff3-b86b-4cd4-9347-af419813cccc | 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 THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT (AT... | Label: Waiver Of Jury Trials |
e82178b6-5546-4d20-a201-aaf64bdc0e4f | Clause:
The parties hereto acknowledge and agree that this Agreement and the other documents entered into in connection therewith and herewith do not constitute a novation of the Obligations (as defined under the Existing Guarantee and Collateral Agreement) or any security interests and the liens and security interests... | Label: Amendments |
a9dc5154-e0e8-437d-ad1d-987b2993ba8b | Clause:
Each of the Administrative Borrower and its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it that are due and payable (including in its capacity as a withholding age... | Label: Taxes |
c81c3a38-0d57-45af-b7c7-ca9d80186a99 | Clause:
To continue employment with the Company during the Transition Period and to receive the payments and benefits provided under this Agreement, you agree to (a) execute and deliver to the Company within 22 days of the date hereof the Separation Agreement and Release delivered to you herewith (the " Release "), (b)... | Label: Releases |
ec69b82a-9e00-492d-8701-81702dc2ffd7 | Clause:
Apply or permit to be applied any proceeds of any Borrowing directly or indirectly, to the funding of any purchase of, or offer for, any share of capital stock of any publicly held corporation unless the board of directors of such corporation has consented to such offer prior to any public announcements relatin... | Label: Use Of Proceeds |
b7b402f1-4f4c-4c85-a79f-b3a89465cd0c | Clause:
Each of the parties acknowledges that a breach by it of its obligations hereunder will cause immediate and irreparable harm to the other party by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, each party acknowledges that the remedy at law for a breach of its obligations u... | Label: Remedies |
07ee1625-4de3-4061-bed6-864e03f4b02b | Clause:
Except as provided in Section 8.3 below, any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance, or breach of this Agreement, will be settled by arbitration to be held in Seattle, Washington, in accordance with the rules then in effect of the American... | Label: Arbitration |
bdbaae18-5f4a-4cb4-93ca-7c8749bbd4a2 | Clause:
The Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (i) transactions with the B... | Label: Transactions With Affiliates |
27fd59ad-a3f1-4683-882f-0e80b6946fb0 | Clause:
Contractor agrees to make and maintain adequate and current records of all Company Innovations, which records shall be and remain the property of Company. Contractor agrees to promptly disclose to Company every Company Innovation. Contractor hereby does and will assign to Company, or Company’s designee, Contrac... | Label: Disclosures |
2fe61168-15a5-494c-83cb-b5d90e557e1f | Clause:
The Borrower will give notice to the Agent within ten (10) Business Days after Borrower, Guarantors, any Unencumbered Property Subsidiary or any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Guaranteed Pens... | Label: Erisa |
0284d15a-c647-4abd-aa20-3f5e4dfdd199 | Clause:
Each Loan Party and each other party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement... | Label: Venues |
7d5886e8-71a4-47cd-b252-b56bdeec92da | Clause:
IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, EACH APRTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
Task: Classify this clause... | Label: Waiver Of Jury Trials |
0509986a-ecbc-4575-9934-3ee386733ad2 | Clause:
EXECUTIVE AND THE COMPANY BOTH EXPRESSLY AND IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATED IN ANY WAY TO THIS SEPARATION AGREEMENT OR ANY PROVISIONS HEREOF. THIS SEPARATION AGREEMENT PROVIDES FOR THE EXCLUSIVE RESOL... | Label: Waiver Of Jury Trials |
50d39e36-ea2a-4f6c-b46a-88af55e46016 | Clause:
If any provision of this Agreement shall be contrary to the laws of the jurisdiction in which the same shall be sought to be enforced, the illegality or unenforceability of any such provision shall not affect the other terms, covenants or conditions thereof, and the same shall be binding upon Indemnitor with th... | Label: Severability |
42288243-7346-4e68-834e-f69b57c8b449 | Clause:
Except for the Obligation (as defined in the Restricted Escrow Agreement, the Company has duly and punctually paid all governmental fees and taxes which it has become liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection wi... | Label: Taxes |
f0e9cdc6-8507-4079-8a1b-c08bc387aafb | Clause:
All action on the part of Releasor, necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Releasor hereunder has been taken. This Agreement, when executed and delivered by Releasor, will constitute a valid and legally binding obligation of Releasor,... | Label: Authorizations |
25c9d57e-6cb2-4c1a-aee2-4882d9f0944e | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit, other than an automatic renewal permitted pursuant to paragraph (c) of this Section), the Borrower shall deliver or fax (or transmit by electronic communication, if arrangements for doing so... | Label: Amendments |
0f619161-d6ba-40c5-b26c-35e709e840ef | Clause:
The Borrower has been duly organized, and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all requisite power and authority to own or lease its properties and conduct its business as such business is presently conducted, and the Borrower had at a... | Label: Organizations |
92ae0a5b-107c-4974-9d66-125d841c7396 | Clause:
This Agreement is governed by, and is to be interpreted according to, the laws of the State of Virginia.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, A... | Label: Governing Laws |
d053df0e-18bf-4e68-8830-3ea2e554aadd | Clause:
In the event of any disputes or controversies arising from the Agreement or its interpretation, the prevailing party shall be entitled to recover its attorneys' and paralegals' fees and costs from the non-prevailing party, up through and including all trial, appellate and post-judgment proceedings. Each Party w... | Label: Costs |
dc7147ac-3383-48bc-b661-8666aa7bcc80 | Clause:
To the best of its knowledge, 12RT has complied with all applicable statutes and regulations, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of 12RT or except to the extent that noncompliance would not result in the oc... | Label: Compliance With Laws |
df524f70-fad4-4083-b835-137e8f2876e6 | Clause:
All of the Company’s regulatory approvals and permits necessary for the conduct of the Company’s business must be effective, except where the non-effectiveness such regulatory approvals or permits would not have or reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into O... | Label: Approvals |
53fba4a0-6516-489d-9e41-e3cf8bb16045 | Clause:
Except as would not, individually or in the aggregate, result in a Material Adverse Effect: (a) the Company owns, possesses, licenses or has other rights to use, on reasonable terms, all of the Company’s patents, patent applications, trade and service marks, trade and service mark registrations, trade names, co... | Label: Intellectual Property |
e48f0879-7ffc-4020-a06f-d844780fc201 | Clause:
Each Borrower will, and will cause each of its Subsidiaries to, timely file (taking into account any timely extensions to file) complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levi... | Label: Taxes |
5b39cf1d-4bd3-4cb7-9b36-8d55cee517db | Clause:
(a) No ERISA Events have occurred or are reasonably expected to occur that would, in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Erisa |
7de64e36-83ff-4720-8b88-66f2ce19b100 | Clause:
Each party agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the other parties do not perform the provisions of this Agreement (including failing to take such actions as are required of them hereunder) in order to consumma... | Label: Specific Performance |
e2b0d17e-ae9c-489a-8459-985a7ce90d1d | Clause:
The Company or its Affiliates shall be entitled to require a cash payment (or to elect, or permit the Participant to elect, such other form of payment determined in accordance with Section 11.2 of the Plan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant an... | Label: Tax Withholdings |
61615f17-3c57-4e33-b375-841456908f78 | Clause:
Except as set forth on Schedule 4(jj) and in the SEC Reports , none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than fo... | Label: Transactions With Affiliates |
a440a3ef-25c0-4cb9-a6a8-3bf62f2f58fc | Clause:
You will be entitled to five (5) weeks’ vacation and one (1) week of personal time per calendar year. All earned vacation and personal time must be taken in the year in which it is earned; otherwise it shall be forfeited. If you should leave the Company, the value of any unearned vacation and personal time take... | Label: Vacations |
964d6609-2aa3-415f-a9a6-8a15944ca9f7 | Clause:
This Agreement is binding upon the Company, its successors and assigns, and the Recipient, and his/her heirs, legal representatives and permitted assigns. Captions are provided for reference, do not form a part of this Agreement and are not admissible to determine the intent of the parties.
Task: Classify this... | Label: Binding Effects |
94e04f4d-ad86-4e84-916a-124270db1ed2 | Clause:
Subject to the terms and conditions of this Agreement, each of the Seller and the Purchaser shall (and shall cause its Affiliates to) use its commercially reasonable efforts to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary under Applicable Law and R... | Label: Further Assurances |
6fa0fc85-94d7-481c-a97f-6d426eee160f | Clause:
Each of the Lenders hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the ter... | Label: Authority |
39397a77-dd17-4f15-a60f-a806e452a05d | Clause:
All notices by the Participant or the Participant’s successors or permitted assigns shall be addressed to Differential Brands Group, Inc., 1231 South Gerhart Avenue, Commerce, California 90022, Attention: Lori Nembirkow, Senior Vice President, Legal & General Counsel, or such other address as the Company may f... | Label: Notices |
dbd28383-a1b4-463b-a44d-fcfa8d2f9969 | Clause:
Except as will be discharged in full by (and as will be the sole responsibility of) the Sellers, no person, firm, corporation or entity acting for or on behalf of the Sellers is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from any parties i... | Label: Brokers |
48818e38-32bc-4301-a79e-37c28e966c99 | Clause:
In the event the Mortgagor should default under any of the provisions of this Mortgage and the Mortgagee should employ attorneys or incur other expenses for the collection of amounts due hereunder or the enforcement of performance of any obligation or agreement on the part of the Mortgagor contained in this Mor... | Label: Expenses |
e8067863-d749-4c70-b042-9b8109b09356 | Clause:
Upon satisfaction of the conditions set forth herein, a closing shall occur at the principal offices of the Company, or such other location as the parties shall mutually agree. At closing, Holder shall deliver the Original Note to the Company and the Company shall deliver to the Holder the New Note and shall pa... | Label: Closings |
3c42b5f8-b79f-48be-8c22-9e4a813873c1 | Clause:
Other than with respect to any Excluded Perfection Assets, and subject to any Customary Intercreditor Agreement, if applicable, the Borrower will, and will cause the other Loan Parties to, make, execute and deliver all such additional and further acts, deeds, instruments and documents as the Collateral Agent or... | Label: Further Assurances |
d11647b2-e80f-4137-b89c-aa3e4dd12124 | Clause:
During the term of this Agreement, neither Party shall assign any benefit or burden under this Agreement without prior written consent of the other Party, which shall not be unreasonably withheld, delayed or conditioned, except that (i) the Company may assign its rights and obligations under this Agreement to ... | Label: Assignments |
bdebc89b-17c6-49de-9e4f-21ad602da8e4 | 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 December 15, 2017; ... | Label: Terminations |
14d35076-2497-4a28-9af4-d5d57a510358 | Clause:
This Agreement has been duly executed and delivered by Holdings and the Borrowers and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party ... | Label: Enforceability |
2d00cb53-4cd2-416f-9911-d5deece14984 | Clause:
Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America si... | Label: Consent To Jurisdiction |
4c262e7e-1910-40b0-a40f-d4a3f1a3d5a9 | Clause:
Section headings shall not be used in construing this Agreement. Each party acknowledges that such party and its counsel, after negotiation and consultation, have reviewed and revised this Agreement. As such, the terms of this Agreement shall be fairly construed and the usual rule of construction, to wit, tha... | Label: Interpretations |
067a1cf9-4a4d-4706-8f73-92d586bc7825 | Clause:
Any amendment or supplement to this Agreement shall only be effective if in writing and if the same shall be consented to by all of the Parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Amendments |
a1e308cb-2efa-45ae-be6e-62b812fd89e9 | Clause:
Seller shall cause to be delivered to Buyer, with a copy to Seller, a preliminary title report or commitment for title insurance for the Property, together with copies of all documents affecting title referenced therein (the " Title Report" ), which Title Report shall be issued by Title Insurer. Buyer may cause... | Label: Titles |
afba51df-14c4-4efc-a375-c81cb22c01df | Clause:
For purposes of this Waiver and Release of Claims, the “ Effective Date ” shall be the eighth (8th) calendar day following the date that Executive signs and returns this Waiver and Release of Claims to the Company, provided that Executive does not revoke or attempt to revoke his acceptance prior to such date. E... | Label: Effective Dates |
bb818370-182c-4b72-99d7-aeb92bfc967b | Clause:
The Employer shall have the right to deduct from all amounts paid to a Participant in cash (whether under this Plan or otherwise) any amount of taxes required by law to be withheld in respect of Awards under this Plan as may be necessary in the opinion of the Employer to satisfy tax withholding required under t... | Label: Withholdings |
82267023-0a49-41c5-9c43-37136073371b | Clause:
No employee of any member of the Company Group, or other Person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders o... | Label: Waivers |
258bd84b-5ed3-4dbe-a7d0-59244cede6a3 | Clause:
Borrower will do all acts and execute all documents for the better and more effective carrying out of the intent and purposes of this Agreement, as Lender shall reasonably require from time to time, and will do such other acts necessary or desirable to preserve and protect the collateral at any time securing or... | Label: Further Assurances |
6e4c8e76-adee-47b3-a1d5-8e7a2ddd9f0a | Clause:
Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Definitions |
92b8c3a5-f362-4e44-b9eb-fc33f4fb2bae | Clause:
At the expense of the Party controlling the course of conduct of the action or proceeding, the Parties shall cooperate fully with respect to any such action or proceeding, including to the extent permissible by law, providing each other with any information or assistance that either may reasonably request relat... | Label: Cooperation |
e74b9d27-124e-4ab7-8d6f-c0bca7d6c326 | Clause:
Employee agrees to cooperate with Company in respect to all matters arising during or related to Employee’s employment with Company, including but not limited to all matters in connection with any governmental investigation, litigation or regulatory or other proceeding that may have arisen during Employee’s emp... | Label: Cooperation |
8b749cbd-d062-40aa-a393-6d9907ce665c | Clause:
No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Assignments |
3c02e1d3-4f30-4ea9-baf2-92b4fcb48c98 | Clause:
No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver of any provision of this Agr... | Label: No Waivers |
acd44b44-fe67-4642-bb77-d9d32138cf1d | Clause:
The Records, the Seller-operated Assets and reasonably appropriate Seller’s personnel will be made available for Buyer’s inspection through Closing. Buyer may interview the appropriate Seller’s personnel and inspect the Records and other Assets and such additional information only to the extent that it may do s... | Label: Records |
61a7225b-fc11-405f-a5e3-1f8fd44f62be | Clause:
The Closing shall take place at the offices of Morgan, Lewis & Bockius LLP located at One State Street, Hartford, Connecticut at 10:00 a.m., local time, within seven (7) Business Days following the date on which the approval of the acquisition of the Shares by the Purchaser has been obtained from the New York D... | Label: Closings |
656b40bc-b6fd-41c8-a1fa-cbc7392fe3ca | Clause:
This Agreement, the CIC Agreement, and any agreements concerning stock options, restricted stock, restricted stock units or other benefits, embody the complete agreement of the parties hereto with respect to the subject matter hereof and supersede any prior written, or prior or contemporaneous oral, understandi... | Label: Entire Agreements |
fdee086c-311d-4aeb-9c78-5339a547ac6a | Clause:
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation ... | Label: Construction |
f1031077-b33b-4183-b367-40f58be3dda9 | Clause:
The Company and/or Employer, as appropriate, may withhold from any payments or benefits payable under this Agreement all federal, state, city or other taxes required to be withheld pursuant to any law or governmental regulation or ruling.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Tax Withholdings |
21c1cd4f-2193-4c06-b308-e13af962aa6a | Clause:
The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall take reasonable steps to ensure that none of its Subsidiaries and its or their respective directors, officers, employees and agents shall use, the proceeds of any Borrowing or Letter of Credit (a) in furth... | Label: Anti-Corruption Laws |
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