id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
6f3b5ef3-6bef-4ddf-9a12-98621b6f07d3 | Clause:
Executive shall be entitled to four (4) weeks of paid vacation per calendar year, which shall be capped at a maximum of six (6) weeks of accrued vacation. Executive shall endeavor to use his vacation in the calendar year in which it is accrued.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Vacations |
5851ee0f-c063-48d4-b610-4885422ca808 | Clause:
All of the Borrowers’ obligations under this Article III shall survive the occurrence of the Termination Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Survival |
3a8f9803-a241-459f-a058-06ca1146eca0 | Clause:
This Amendment and the Agreement cannot be modified in any manner other than by written modification executed by Seller and Buyer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Modifications |
0aa64b47-af96-4c58-aa49-5ee710ac5bc5 | Clause:
Schedules 1.01(i) and 1.01(ii) contain a complete and correct list, as of the Closing Date, of all Restricted Subsidiaries and Unrestricted Subsidiaries of the Company, respectively, and a description of the legal nature of such Subsidiaries (including, with respect to each Restricted Subsidiary, the jurisdic... | Label: Subsidiaries |
82939dbf-a68d-4747-88d4-cc681a1c6d4e | Clause:
No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or any Buyer for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Buyer.
Task:... | Label: Brokers |
3915ccc8-5fc8-47e2-bc03-ad7ef72ea767 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures on this Agreement may be conveyed by electronic transmission and shall be binding upon the parties so transmitting their signatures. Count... | Label: Counterparts |
1aaafeed-27a3-40b7-b020-6d192e1d230e | Clause:
If Executive is a “specified employee” for purposes of Section 409A, as determined under DDR’s policy for determining specified employees on the Termination Date, each payment, benefit, or reimbursement paid or provided under this Agreement that constitutes a “deferral of compensation” within the meaning of Sec... | Label: Benefits |
ffc1c25a-9a61-4313-bfe2-cb87494368aa | Clause:
This Agreement, together with the documents incorporated herein by reference, represents the entire agreement between the parties with respect to the subject matter hereof and this Agreement may not be modified by any oral or written agreement unless same is in writing, signed by both parties and has been appro... | Label: Entire Agreements |
095493d0-0a16-452d-8ec1-8ef87e6527aa | Clause:
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, OWNER SHALL BE LIABLE FOR, AND HEREBY RELEASES, INDEMNIFIES, DEFENDS AND HOLDS HARMLESS THE SANCHEZ PARTIES, THE MARKETING SANCHEZ PARTY, AND ALL OF THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REP... | Label: Indemnifications |
e6dcd413-3e61-4186-bc8a-63e01864c4d2 | Clause:
Any notice, report, communication, or consent required or permitted by this Supply Agreement must be in writing and must be sent by a Party (a) by prepaid registered or certified mail, return receipt requested, (b) by overnight express delivery service by a nationally recognized courier, or (c) via confirmed fa... | Label: Notices |
2223f628-c723-4c8a-b7cb-6930beb87026 | Clause:
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 5.06 hereof and the Security Agreement.
Task: Classify this clause into ONE of these types (exactly... | Label: Insurances |
74a562a1-8d87-4ff1-aec6-99361694b5a4 | Clause:
The Issuer stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may... | Label: Remedies |
f7336809-2b4e-47e7-b6cc-32456828e9dc | Clause:
The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Restricted Stock grant materials by and among, as applicable, the Participant’s employer or contracting p... | Label: General |
e6fa3dff-57e0-49df-a4a1-02d4c844bc14 | Clause:
Tenant acknowledges and agrees that the terms, covenants and conditions of this Lease are confidential, and disclosure thereof could adversely affect the ability of Landlord to negotiate other leases with respect to the Property and may impair Landlord’s relationships with other tenants at the Property. Tenant ... | Label: Confidentiality |
c5d276f2-5c7c-446e-98ab-c9e43a7038f5 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 1,500,000,000 shares of Common Stock, of which approximately 717,253,398 shares are issued and outstanding; and (ii) 5,000,000 shares of preferred stock, of which 5,000,000 are issued and outstanding. Except as disclosed in the ... | Label: Capitalization |
5e36dbb4-21d8-4bea-a64f-89d7ca71af3d | Clause:
As soon as practicable following the end of each fiscal year, the Company shall prepare and furnish to the Members (i) all information relating to the Company that is necessary for the preparation of the Members' Federal income tax returns for such fiscal year, and (ii) such financial statements as the Manager ... | Label: Financial Statements |
b0e0c3b0-0434-4318-a220-63e80c492d5e | Clause:
In no event shall any draft of this Agreement create any obligation or liability, it being understood that this Agreement shall be effective and binding only when a counterpart hereof has been executed and delivered by each party hereto. Seller shall have the right to discontinue negotiations and withdraw any ... | Label: Effectiveness |
9823cae3-5c28-40c9-9f74-be0e9828370e | Clause:
The Corporation hereby employs the Executive, and the Executive hereby accepts employment, upon the terms and conditions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Employment |
2d691f49-537b-46f0-987b-d9492249e0e2 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder to fund development costs of gemcabene, including its planned Phase 2 clinical trial of gemcabene in NASH patients, to fund manufacturing related activities for gemcabene and for general corporate purposes, and shall not use such p... | Label: Use Of Proceeds |
6fefc72a-2b12-4176-b000-5de34c8cbb6e | Clause:
During the Term, the Executive shall be entitled to 30 days of paid time off (vacation and sick leave) each year, as well as Company holidays at levels commensurate with those provided to other executive officers of the Company, in accordance with the Company’s paid time off and holiday policies.
Task: Classif... | Label: Vacations |
ff6108f6-aec3-4975-a2cd-2246987f8ad6 | Clause:
Grantor hereby represents and warrants that it has full power and authority to make and enter into this Deed of Trust and all necessary consents and approvals of any persons, entities, governmental or regulatory authorities and securities exchanges have been obtained to effectuate the validity of this Deed of T... | Label: Authority |
52963b26-3671-446f-8ee8-92b2218b8f21 | Clause:
Seller is not and is not acting on behalf of (i) an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (ii) a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended, or (iii) an entity deemed to hold ... | Label: Erisa |
fa182c71-431c-43ad-9ea3-e02de94951be | Clause:
This Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Binding Effects |
b267d81d-9a37-4643-8b5f-1cb3e3ef34c2 | Clause:
In the event of the death of the Grantee during the Restriction Period, the Company shall issue Grantee one share of Common Stock free and clear of any restrictions for each Vested RSU within thirty (30) days of the date of Grantee’s death.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Death |
b79baa68-1b23-48e0-8726-1f8766c0b89b | Clause:
CAWV shall pay all expenses related to providing Class Members with notice of the Settlement Agreement, including without limitation the compilation of address lists for Class Members, printing and mailing the Class Notice, publishing the Summary Notice, address searches for Class Member for whom notices are re... | Label: Expenses |
74b5e25c-90c0-44b0-98b8-c405b09a8d1b | Clause:
The parties will cooperate with each other in good faith in connection with (i) the provision of all information required by Bearing to complete its due diligence review; (ii) the provision of all information required by Li3 to complete its due diligence review; (iii) the preparation and negotiation of the Defi... | Label: Cooperation |
47483f6c-cd81-4ef7-ade4-dd42db1d3a13 | Clause:
Participant shall receive a payment with respect to the Exercised SARs in an amount determined by (i) subtracting the Exercise Price per SAR from the Fair Market Value of a Share of Common Stock as of the Exercise Date, and (ii) multiplying that amount by the number of SARs exercised. The amount will be paid in... | Label: Payments |
c338e589-1814-474d-b31a-755be19c6c57 | Clause:
The Administrative Agent shall have received a Notice of Borrowing or Letter of Credit Application, as applicable, from Borrower in accordance with Section 2.3(a) or Section 3.2 , as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Notices |
f69c7d4b-dd23-46ea-b4db-a27b8cdd9abe | Clause:
This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Unit Agreement, the Grant Notice or the Plan to the contrary, if... | Label: Governing Laws |
b047c179-c894-4b1a-8e71-8460179616d1 | Clause:
All appointments of any agent, broker, producer or other intermediary with respect to the Company shall have been terminated with respect to the Company and no new appointments shall have been made with respect to the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Brokers |
9cd9f9a1-d5a5-4333-80aa-2d0232659d71 | Clause:
Each of the Parties agrees that it shall bring any action or proceeding in respect of any claim arising under or relating to this Agreement or the transactions contemplated by this Agreement exclusively in the Court of Chancery of the State of Delaware (or if such court declines to accept jurisdiction over a pa... | Label: Submission To Jurisdiction |
9866cbe6-8e40-4a4c-b2ed-fe46d114f336 | Clause:
AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE M... | Label: Waiver Of Jury Trials |
0456a5ff-8b23-4da5-9016-24c610228836 | Clause:
This Second Amendment to Fifth Amendment and Waiver 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 Waiver.... | Label: Counterparts |
d869a859-517a-471d-8ec3-b3cbef2a03bd | Clause:
Each Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of its organization as set forth on Schedule I and is qualified to do business in and is in good standing under the laws of each state where a Facility owned by the applicable Borrower... | Label: Organizations |
a833860f-afd0-4a85-99f5-fd82e0b0b34d | Clause:
THE PROVISIONS OF THIS SECTION 8 SHALL SURVIVE THE CLOSING OR EARLIER TERMINATION OF THIS CONTRACT.
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, Author... | Label: Survival |
5636b143-2d74-4fbf-a4ba-667f985bc782 | Clause:
No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Borrower to SMBC in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information... | Label: Disclosures |
a6b2080f-93e9-4d85-a4d2-3302eabdc472 | Clause:
On the Closing Date, effective to the fullest extent possible at 11:59 p.m. Eastern Time, subject to the other terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase, all right, title and interest in and to all of the Specified Assets free and c... | Label: Sales |
96b35841-5d88-40f5-87f2-19dc36ba8497 | Clause:
The Company and Roth may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other pro... | Label: Amendments |
9d835b83-2ec6-4f81-bb67-70964c7ead59 | Clause:
This Mortgage cannot be changed, modified or amended except by an agreement in writing, signed by the party against whom enforcement of the change is sought and in recordable form.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Amendments |
74682396-eab8-4b74-9c91-adcd8cc3cc0d | Clause:
Any Financial Institution may, in the ordinary course of its business at any time sell to one or more Persons (each a “ Participant ”) participating interests in its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group or any other interest of s... | Label: Participations |
9ef9d58a-0987-40d4-8c3e-5ea5cf9ccec5 | Clause:
The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the follow... | Label: Amendments |
9f7d2374-a7be-4b76-a147-b9d4b9a94b77 | Clause:
All capitalized terms used herein shall have the same meaning as defined in the Lease, unless otherwise defined in this Fifteenth Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Definitions |
25cc0566-2d86-4eef-a2ec-89bc5ac01053 | Clause:
This Plan shall terminate on December 31, 2026. Termination of this Plan shall not affect any outstanding Options and such outstanding Options shall continue to be subject to the terms of this Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Terminations |
350c0c5d-623e-49f5-a82e-9dfe858d585c | Clause:
The Company may satisfy any tax withholding obligations, if applicable, by reducing the number of Shares to be delivered in an amount sufficient to satisfy any such applicable withholding obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Taxes |
e4b29c9d-a1d7-4349-b5f2-0405a5eab23b | Clause:
(a) file, prior to delinquency, all federal income, payroll and unemployment and other material tax returns which it is required to file; (b) pay, or provide for the payment, when due, of all income and franchise taxes, payroll taxes, value added taxes, assessments and other governmental charges against it or u... | Label: Taxes |
78073c4f-e3ad-4208-ba62-a079ac48900d | Clause:
Any damages, settlements or other monetary awards recovered in any such action shall first be applied to reimburse each Party’s costs and expenses in connection therewith. Any such recovery in excess of such costs and expenses shall be retained by the enforcing Party; provided, that if Licensee is the enforcin... | Label: Expenses |
c59ab59c-5625-4e27-aef2-7adcd5498ca5 | Clause:
As an additional consideration for the extension of credit, Company and each endorser, surety, guarantor, and any other person who may become liable for all or any part of this obligation understand and agree that the loan evidenced by this Series B Note is made in the State of Colorado and the provisions hereo... | Label: Governing Laws |
3d47e13f-9a0d-4565-ab61-22593fad7460 | Clause:
The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without shareholder approval if such approval is required in order to comply with the Code or other applicable law, or to comply with applicable stock exchange requirements.
Task: Classify this cla... | Label: Amendments |
5ef05566-41b2-4af9-961d-58a1ba276ee6 | Clause:
Executive Retirement/Retention Awards granted to the Executive shall be payable to the Executive according to the terms of the Plan and the additional terms of this Section 3.1. Unless otherwise provided in this section, the Executive shall become 50% vested in his Executive Retirement/Retention Award balance ... | Label: Vesting |
0daedd48-7eca-49a3-a4c4-5297a1e14f55 | Clause:
Each of the Parties to this Agreement shall use such Party's commercially reasonable efforts to take such actions as may be necessary or reasonably requested by the other Parties to this Agreement to carry out and consummate the transactions contemplated by this Agreement by the Closing Date or extension thereo... | Label: Further Assurances |
041c1544-97d2-4390-a41d-75eec4411fea | Clause:
(l) Each Borrower will pay a fee (i) in respect of Letters of Credit denominated in any currency (other than Canadian Dollars), in Dollars on the Dollar Equivalent of all such outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to E... | Label: Fees |
b4528a0b-c62f-40c2-9da1-c591eef5cf4c | Clause:
Subject to Section 4(d) and 8(e) of the Plan, if the Committee determines that any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange of stock, stock or cash dividend, other distribution, liquidation, dissolution or other similar corpor... | Label: Adjustments |
b1283f88-6de6-47bd-bdd7-c9dfed865958 | Clause:
This Agreement shall be governed, interpreted and construed in accordance with the internal laws of the State of New York, without regard to any conflict of law provision thereof that would require the application of the laws of any other jurisdiction. Each of the parties hereto, to the extent permitted by law,... | Label: Governing Laws |
5605c89b-adbb-464e-9542-2d2882b87fd5 | Clause:
The Board may from time to time amend, suspend or terminate the Plan. No Options may be granted under the Plan while the Plan is suspended or after it is terminated.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Amendments |
c137b493-2eed-44b8-9fb7-e6b6ceabef27 | Clause:
The Administrator in its discretion may change and otherwise revise the terms of Awards granted under this Section 11, including, without limitation, the number of Shares and exercise prices thereof, for Awards granted on or after the date the Administrator determines to make any such change or revision.
Task:... | Label: Adjustments |
309087e4-fbf2-4e29-bbea-9530e0e55e1b | Clause:
Parent has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 6.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the applicable member of the Consolidated Group in the amounts specified ... | Label: Subsidiaries |
62e41628-dad8-48ee-8d2d-3179b013a735 | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Informat... | Label: Disclosures |
61bc2877-6a61-4569-b50f-b4bb356f7c48 | Clause:
The Credit Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, subject to applicable Debtor Relief Laws or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless o... | Label: Enforceability |
12a856d7-c8dc-4bce-832c-a9bd229cf37f | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANS... | Label: Governing Laws |
d806bee1-fd71-44b7-8237-f609dfcf70c9 | Clause:
To the extent permitted by applicable law, the Company shall indemnify and hold harmless the members of the Committee from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act, or omission to act, in connection with the performance of such person’s duties, resp... | Label: Indemnifications |
6525fed6-53d6-46a8-bed6-e3c92899b100 | Clause:
All representations and warranties made by or on behalf of the Borrower and the other Loan Parties, or any of them, to the Administrative Agent or any of the Lenders shall be true, accurate and complete in all material respects and shall not omit any material fact necessary to make the same not materially misle... | Label: Representations |
edf1b75c-3d73-4aaf-a5b7-48b4e74a0f53 | Clause:
Neither this Agreement nor any term or provision hereof may be amended, modified, waived or supplemented orally, but only by a written instrument executed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Amendments |
c6692553-e947-4907-91f5-602c940c0341 | Clause:
The representations and warranties of the respective parties shall survive the Closing and the consummation of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Survival |
c61f54cd-d8e3-488a-8323-cecb1b3d7e1c | Clause:
Except for tenant eviction, rent collection and/or other tenant matters and/or any matter covered by Steadfast’s current insurance policies, or as otherwise described on Schedule 9.1.9 hereto, there is no action, litigation, arbitration, mediation, reference, suit or proceeding pending or, to Steadfast’s knowle... | Label: Litigations |
20b0aac5-b192-4502-9184-4c26f4beaa9b | Clause:
The Guaranteed Parties agree that this Guaranty may be enforced only by the Administrative Agent, acting upon the instructions or with the consent of the Required Lenders as provided for in the Credit Agreement, and that no Guaranteed Party shall have any right individually to enforce or seek to enforce this Gu... | Label: Enforcements |
084b6286-5cba-4d46-b6ca-a5facc17ca6f | Clause:
Executive has previously entered into the Company’s standard form of Indemnification Agreement, attached hereto as Exhibit B, providing indemnification to Executive to the maximum extent permitted by law, and in accordance therewith, the Company has agreed to advance any expenses for which indemnification is av... | Label: Indemnifications |
9c1c3bb2-15f3-4901-b552-297af15cb60a | Clause:
Upon a Change in Control, the Grantee is entitled to receive payment for the Vested portion of the Award in cash within 30 days of the date of the Change in Control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Change In Control |
6f7ea25c-1422-4c62-9378-8b07750a98d5 | Clause:
This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set ... | Label: Construction |
6372ae66-af85-4f02-a507-479f56ca30cc | Clause:
This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the trans... | Label: Governing Laws |
954dbaf4-d306-45eb-bb11-a6a0100bdd55 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that al... | Label: Governing Laws |
af499dd8-49cb-4055-8f31-84fa474023f8 | Clause:
This Amendment will become effective upon the date on which the Agent has received (a) a counterpart hereof duly executed by each of the Investors (as defined in each of the Initial Purchase Agreement and the Additional Purchase Agreement), (b) a copy of the Agent Fee Letter duly executed by each of the parties... | Label: Effectiveness |
747c5c2f-7580-45d8-b5ab-5c4cf9020679 | Clause:
You acknowledge that the restrictions contained in this Agreement, including but not limited to those contained in Sections 6 and 7, are fair, reasonable and necessary for the protection of the legitimate business interests of the Company, and that the Company will suffer irreparable harm in the event of any ac... | Label: Consents |
2beb4c82-db0d-4309-a38f-82cbec9a1ada | Clause:
Borrower shall keep and maintain, or cause to be kept and maintained, all Intellectual Property relating to the use or operation of the Property and, except as set forth on Schedule VI , all Intellectual Property shall be held by and (if applicable) registered in the name of Borrower. Borrower shall not Transfe... | Label: Intellectual Property |
2b2b4efe-22ed-4420-9973-80ee45380ab1 | Clause:
This Assignment shall be governed by the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benef... | Label: Governing Laws |
68a2d285-d5ab-4490-89c3-85ea4e4c00f4 | Clause:
This Agreement (together with any other documents and instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these ... | Label: Entire Agreements |
78a715a4-826c-4062-9cc4-a2546667b015 | Clause:
Such Investor understands that the Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and und... | Label: General |
05de41b3-f9bb-4c42-b7ad-a41ca65f7a6b | Clause:
The Company shall not, and shall use its reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Secu... | Label: Integration |
9b8f1e32-5162-4c4a-a069-0c3a14d7ad40 | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection wi... | Label: Intellectual Property |
e0ee27c4-9396-4dca-89f7-f8c2a8553d6f | Clause:
In accordance with the terms of his/her Employment Agreement, Employee understands and agrees that as a condition of receiving the Severance Package in paragraph 1, all Company property must be returned to Company. By signing this Agreement, Employee represents and warrants that Employee has returned to Compan... | Label: Confidentiality |
b717320f-48d9-4db4-8e99-c6419656868d | Clause:
Each Noteholder hereby designates and appoints the Agent under this Agreement and the other Note Purchase Documents and each Noteholder hereby irrevocably authorizes the Agent, as applicable, to take such action on its behalf under the provisions of this Agreement and each other Note Purchase Document and to ex... | Label: Authorizations |
a7c3a2cc-227b-4519-833c-43f4068b3a12 | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties hereto. Neither the Company nor Holder has relied on any representations not contained or referred to in this Agreement and the Offer... | Label: Entire Agreements |
4e88d2cc-ec95-4d36-b2b4-93e5ce2c92e0 | Clause:
The Administrative Agent, each Funding Agent, the Lenders and the Collateral Agent shall have received payment of all fees and other amounts due and payable to any of them on or before the Restatement Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Fees |
81d68c9f-554c-405f-b848-42b605c59da4 | Clause:
Sections 14.04 , 14.07 , 14.08 and 14.11 of the Credit Agreement are incorporated herein by reference and are made a part hereof and are applicable to this Waiver as if fully set forth herein, mutatis mutandis.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Miscellaneous |
82144f69-43e3-4d44-b13c-5592b699b05b | Clause:
Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible Participants who are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Op... | Label: General |
ca952967-a30a-4d4c-acaa-aafa3b3c397e | Clause:
All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement, as amended by this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Definitions |
413ab75d-cc75-47e6-9326-a111166b9612 | Clause:
Subject to the terms and provisions of the Credit Agreement, as of the date hereof, the terms, conditions, covenants, agreements, representations and warranties set forth in the Existing Guaranty and the Existing Security Agreements are hereby replaced and superseded in their entirety by the terms, conditions, ... | Label: Amendments |
8e855a59-ada6-4728-82e2-3d0a070401ee | Clause:
This Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, and successors of First Data and you.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Binding Effects |
a5fb4d85-7fa6-45ac-8130-003178060650 | Clause:
This Agreement may be executed in one or more counterparts (one counterpart reflecting the signatures of all parties), each of which shall be deemed to be an original, and it shall not be necessary in making proof of this Amendment or its terms to account for more than one of such counterparts. This Agreement m... | Label: Counterparts |
6b915736-1d62-47b9-8fda-9138016ae4bf | Clause:
During the Term, the Company shall employ Executive, and Executive shall serve as Executive Vice President of Land & Business Development of the Company, with such duties and responsibilities that are customary in that position for public companies. Executive’s principal place of employment shall be at the main... | Label: Positions |
9414e392-3c71-4672-84bc-0b274bd6a238 | Clause:
Siers shall receive an annual base salary of $290,000 payable in accordance with the Company’s normal payroll practice. The annual base salary amount shall be reviewed annually by the Company and can be adjusted upward or downward by the Company from time to time but shall not be reduced below $290,000 per annu... | Label: Base Salary |
e1639ea9-f81d-4326-a4ef-7fbb4354ffc0 | Clause:
The Secured Party is authorized to file a UCC-1 Financing Statement with the Secretary of State of the State of Nevada, with respect to the Debtor, and, with respect to the other Obligors, with the Secretaries of State or other applicable offices in the jurisdictions where the other Obligors, as indicated on Sc... | Label: General |
9e9633cc-e1ee-4efb-bc03-e17a1f19073d | Clause:
You hereby understand, acknowledge and agree that the Company’s agreement to pay you the Retention Payment in Section 3 of this Agreement is in full and complete satisfaction and settlement of your assertion that the Relocation would enable you to terminate your employment with the Company for Good Reason pursu... | Label: Benefits |
d362dc96-309d-4751-af01-97ceb86d5f1a | Clause:
The Company shall have received from each holder of the Initial Notes the duly executed Consent of Holders of Senior Secured Notes amending certain terms and conditions of the Initial Notes and addressing the other matters provided for therein, in substantially the form attached hereto as Exhibit C .
Task: Cla... | Label: Consents |
eeba7132-4026-4e6c-9ffa-63039d0f2175 | Clause:
This Agreement may be executed in one or more counterparts, and delivered by facsimile and each counterpart when so delivered will be deemed to be an original copy of this Agreement, all of which, when taken together, will be deemed to constitute one and the same agreement. Any party hereto delivering this Agre... | Label: Counterparts |
b1149ca8-e5f7-4c2a-a431-a0841f0f383b | Clause:
You and the Company mutually agree that your employment with the Company will end on December 31, 2017 (the “ End Date” ), or such earlier date pursuant to Section 8 (such actual period of employment, the “ Employment Term ”). During the Employment Term, you shall continue to serve as the Company’s Executive V... | Label: Terms |
863713d5-017e-48fc-8a77-29b2b056b089 | Clause:
Borrower has good record and marketable title in fee simple to, or valid leasehold interests in, all material real property, and good title to or rights to use material personal property, necessary or used in the ordinary conduct of its business, except for such defects as could not, individually or in the aggr... | Label: Liens |
d313a326-897a-4d79-9724-e70d767dd5de | Clause:
During the Transition Period, you will remain employed by the Company as an advisor to, and will perform transition related duties as directed by, the CEO. At all times, both during the Transition Period and after (to the extent terms survive the termination of your employment), you must continue to comply with... | Label: Duties |
1b8325a1-cb6a-481a-a580-b631bda19722 | Clause:
After Closing, each party shall from time to time, at the request of and without further cost or expense to the other, execute and deliver such other instruments of conveyance and assumption and take such other actions as may reasonably be requested in order to more effectively consummate the transactions conte... | Label: Further Assurances |
3f9cb646-7141-494b-ae67-f4cc178b8fcf | Clause:
By accepting the PRSUs, you agree that, immediately upon vesting of the PRSUs, you will notify your employer of the amount of any gain realized. If you fail to advise your employer of the gain realized upon vesting, you may be liable for a fine. You will be solely responsible for paying any difference between t... | Label: Taxes |
11fc2f40-d479-4f3a-a0f8-c45142cbb752 | Clause:
Except as otherwise provided in this Section 2, one-twenty-fourth (1/24) of the Restricted Stock Units shall become vested, if at all, on each of the last days of each of the twenty-four (24) months following the Grant Date (each, a “ Vesting Date ”), so long as the Employee is continuing to be employed by, or ... | Label: Vesting |
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