id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
6c17ff3b-a2ee-4fc2-98b8-b691ba29c0ad | Clause:
Any notice required or permitted hereunder shall be given (a) with respect to any Borrower, at the address for the giving of notice for such Borrower then in effect under the Intercreditor Agreement, (b) with respect to any Grantor other than any Borrower, at the address then in effect for the giving of notices... | Label: Notices |
8361f62b-a039-4d12-a66e-5589662a009c | Clause:
If the Participant violates either of the covenants in Section 5 (a) or Section 5 (b), the RSUs will be forfeited and the Participant’s rights under this Agreement will terminate . In addition, if any dispute arises concerning the violation by the Participant of the covenants described in this s ection , i... | Label: Remedies |
7a41077a-156c-4efc-b28b-024d93075c64 | Clause:
During the Employment Period, Executive shall have such responsibilities, duties, and authority that are customary for his position, subject at all times to the control of the CEO, and shall perform such services as customarily are provided by an Executive of a corporation with his position and such other servi... | Label: Duties |
0efc5b95-fb16-4531-a779-16eff3e7156a | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force a... | Label: Severability |
a2b03ff3-730f-4ac0-9a64-3f091b092f15 | Clause:
You agree to cooperate with Pier 1 at such reasonable times and places as may be reasonably requested, and to provide all information that may be reasonably requested with respect to any matter involving your present or former relationship with Pier 1, the work you have performed for Pier 1, or present or forme... | Label: Cooperation |
310afad3-335a-42f6-b053-e0397ca788e4 | Clause:
Executive agrees that Executive has not and will not (including during the time period while this Agreement was under consideration by Executive) make any defamatory or maliciously disparaging statements about the Released Parties, the Released Parties’ products or services, or the Released Parties’ representat... | Label: Non-Disparagement |
f6ecfdd3-ed4e-470e-8df6-ad5d6dfd3fe4 | Clause:
Notwithstanding anything in the Plan to the contrary, including Section 11.12 of the Plan, the validity, construction, interpretation, and enforceability of this Award Agreement and all matters related to the Chairman Retention RSUs, including determinations made pursuant to the terms of the Plan, shall be dete... | Label: Applicable Laws |
84144b79-63a2-4710-bd42-ffffff4248e6 | Clause:
This Agreement shall be construed and enforced, along with any rights, remedies, or obligations provided for hereunder, in accordance with the laws of the State of California applicable to contracts made and to be performed entirely within the State of California.
Task: Classify this clause into ONE of these t... | Label: Governing Laws |
46d46e18-e73a-4c65-983d-c79ef2f186ad | Clause:
If any provision of this Separation Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Separation Agreement or any action in any other jurisdic... | Label: Severability |
b84a3d55-09ff-471a-ad80-3d7595753e73 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower ... | Label: Participations |
48850485-c94e-4c18-a15d-08fd07733a96 | Clause:
Following Executive’s employment with the Company, Executive agrees not to defame, disparage or criticize the Company, its business plan, procedures, products, services, development, finances, financial condition, capabilities or other aspect of its business, or any of its officers, directors, agents or assigns... | Label: Non-Disparagement |
f1cb0cfc-6324-454f-8287-ee304913682c | Clause:
Except as otherwise provided herein, this Subscription Agreement may only be amended by the parties hereto in writing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Amendments |
8fd17ce8-4c9b-4c3f-ba6f-b36ee1a92db0 | Clause:
All payments to the Purchaser shall be made by wire or ACH transfer of immediately available funds to the Eligible Account designated by the Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Payments |
a7ec623d-4afd-4d72-92d8-166c4a2c7ab1 | Clause:
Without the consent of the Grantee, the provisions of this Award may be amended or supplemented (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the... | Label: Amendments |
65a34cce-89a8-4381-96a8-b61563a878c7 | Clause:
The obligations of Guarantor under this Guaranty shall continue in full force and effect until the obligations under the Loan Documents shall have been fully paid and performed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Terms |
6bf2641d-4be2-4bf3-a32d-4128e8177da7 | Clause:
The Obligors have timely filed, and will timely file, all tax returns and reports required by applicable Legal Requirements, and the Obligors have timely paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by each of the Obligors.
Task: Classify th... | Label: Payments |
0da8baaa-711f-4d58-bf55-00c382f5bdbe | Clause:
Evidence that Seller has added endorsements for theft of warehouse lender money and collateral, naming Buyer as a loss payee under its Fidelity Insurance and as a direct loss payee/right of action under its errors and omissions insurance policy.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Insurances |
64497984-dca1-45b1-b536-8ef4f88c3cd8 | Clause:
The Company shall indemnify and hold harmless each member of both the Plan Committee and the Compensation Committee against any and all expenses and liabilities arising out of his administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an ... | Label: Indemnity |
dba55d80-6547-4948-9ccf-19d4d82a646e | Clause:
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other j... | Label: Severability |
252bf4dd-0ef8-463a-96c2-ad2b97d7b8a6 | Clause:
All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement, all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. Executive shall bear al... | Label: Taxes |
216e3c88-e8f0-4eac-86f9-cf6851154695 | Clause:
Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, in each case without further consideration, such additional or further transfers, assignments, endorsements, consents and other instruments as Parent may reasonably request for the purpose of effectively carrying o... | Label: Further Assurances |
da7e69be-26d1-470a-bd3b-3a46e3512a8c | Clause:
Any notice or report required or permitted to be given or made under this Agreement by either Party shall be in writing and delivered to the other Party at its address indicated in this Agreement (or to such other address as a Party may specify by notice under this Agreement) by courier or by registered or cert... | Label: Notices |
42c7dae8-5000-4fa8-9abe-37453a16714f | Clause:
As of the Closing Date, the Borrower and its consolidated Subsidiaries taken as a whole are, and after the consummation of the Transactions will be, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Solvency |
bbd610ec-a57e-46cf-b958-4382ff1ad0c8 | Clause:
The First Exchange Note and the Original Note were authorized by all necessary company action and validly issued and executed, and the Company’s signatory had full corporate or other requisite authority to execute such agreements and to bind the Company.
Task: Classify this clause into ONE of these types (exac... | Label: Authorizations |
3894a5f6-1740-44c3-bcf0-4efc0d2e0b46 | Clause:
Any net credit due to Seller as a result of the adjustments and prorations under Section 7.1 shall be paid to Seller in cash at the time of the Closing. Any net credit due to Purchaser as a result of the adjustments and prorations under Section 7.1 shall be credited against the Purchase Price at the time of th... | Label: Payments |
2b34226d-36aa-468b-a00d-3c3d4d6b4b06 | Clause:
The Borrower has complied with all applicable laws, rules, regulations and orders relating to the Borrower or any aspect of the Borrower’s business or assets, including, without limit, all environmental laws, rules, regulations and orders; provided however, that any noncompliance with any such laws, rules, regu... | Label: Compliance With Laws |
8f068458-5f95-4912-bb9a-519b9a626edf | Clause:
Seller agrees to pay to Jones Lang LaSalle (the “ Seller’s Broker ”) a brokerage commission pursuant to a separate agreement between Seller and Seller’s Broker. Purchaser and Seller represent that they have not dealt with any brokers, finders or salesmen in connection with this transaction other than the Selle... | Label: Brokers |
23ff783f-b886-4329-bf7a-c9d8fd6cc1b3 | Clause:
Any dispute, disagreement or question which arises under, or as a result of, or in any way relates to the interpretation, construction or application of the terms of this Agreement or the Plan, will be determined and resolved by the Committee or its authorized delegate. Such determination or resolution by the C... | Label: Interpretations |
45152236-f4ce-4398-bb14-ad86f2f29345 | Clause:
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or e-mail, if sent to Rodman, at the address set forth on the first page hereof, e-mail: notices@rodm.com, Attention: Head of Investment Banking, and if sent to the Company, to the address set forth on the fir... | Label: Notices |
a3e8dc13-21e2-422e-8399-81d5d5c21b30 | Clause:
Each PARTY has cooperated in the drafting and preparation of this SETTLEMENT AGREEMENT. In any construction of this SETTLEMENT AGREEMENT, no provision shall be construed against any PARTY on the ground that said PARTY drafted that provision.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Construction |
ae068391-7913-4fe2-b10a-007dba930cb1 | Clause:
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the ... | Label: Warranties |
d6869462-81e2-4bf8-9a57-a470c0ee64aa | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to the Borrower or any other Grantor shall be given to it in care of the Borrower as provided in ... | Label: Notices |
3d28cf91-7f66-424d-8208-aa72cf1a06a7 | Clause:
Neither Company Stockholder nor any of its Affiliates, nor anyone else acting on its or their behalf, has acquired record or beneficial ownership of, or has a short position or any other interest in, any Voting Securities or debt securities of Parent.
Task: Classify this clause into ONE of these types (exactly... | Label: Positions |
822c15bd-7285-42a7-801f-552469b0172b | Clause:
(a) None of Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor, Operating Lessee or Guarantor shall engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (including but not limited to the exercise by Lender of any of its rights under the Note, thi... | Label: Erisa |
49d67659-acd2-4f3f-b4f0-b3020aedf6fc | Clause:
This Agreement may be executed in counterparts and shall be binding on all Parties when each has signed an original or copy of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Counterparts |
9ee40eff-c80e-4b25-b54b-3edd884cd7ed | Clause:
The Company shall be deemed to exist as of the date the Certificate was filed, and the duration of the Company shall be perpetual unless and until the Company is dissolved in accordance with the provisions of Section 10.1 of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Terms |
5254c163-7ea5-4cd9-b93f-9650fffedcba | Clause:
This Agreement is executed in Pennsylvania and shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to conflicts of laws principles thereof which might refer such interpretations to the laws of a different state or jurisdiction. An... | Label: Governing Laws |
ed265630-6e01-4479-a686-6f909cc0ccd2 | Clause:
(a) Navistar Financial will cause any group, property or casualty insurance policy maintained by it on the Collateral to name the Trustee, for the benefit of the Secured Parties, as an additional named insured, loss payee, beneficiary or otherwise, as appropriate, to the extent its interest may appear.
Task: C... | Label: Insurances |
d3dac3dd-1b9a-4bdf-ab6d-53078e20e809 | Clause:
Whether or not the transactions contemplated hereby are consummated, the Banks shall indemnify upon demand Agent-Related Persons (to the extent not reimbursed by or on behalf of the Loan Parties and without limiting the obligation of the Loan Parties to do so as provided for elsewhere in this Agreement or the o... | Label: Indemnifications |
1452f0f9-c71b-4d62-b8dd-586dd76c16f4 | Clause:
Upon Lender’s request, Borrower, at Borrower’s expense, shall: (i) execute and deliver such further documents and notices satisfactory to Lender; (ii) take any action requested by Lender to carry out the intent of this Agreement and the other Term Loan Documents; and (iii) provide such reports and information a... | Label: Further Assurances |
f35a5fe7-28b6-4c8e-be2a-dd3a385aac0d | Clause:
No Loan Party or any Subsidiary of any Loan Party, nor, to the knowledge of any Loan Party, any Related Party, (i) is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, (iii) has (within the previous five years) engaged in any transaction with any Pers... | Label: Sanctions |
ce0ac1a2-9b75-440c-8fd4-e1eea7fdc46e | Clause:
EACH PARTY TO THIS AGREEMENT WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF AN... | Label: Waiver Of Jury Trials |
3ecc6945-5ab5-4a0d-a1d6-b0d4aab8fff8 | Clause:
In the performance of the Services hereunder, Employee will comply with all applicable laws, rules and regulations of any government or governmental body or board having jurisdiction and all professional standards and guidelines or any code of conduct which may be applicable to persons involved in the conduct o... | Label: Compliance With Laws |
e024075e-589e-4ffe-8140-3c62e27737ce | Clause:
Each Series Holder, severally, agrees to reimburse and indemnify the Agent for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements including, without limitation, all costs and expenses (including attorneys' fees) inc... | Label: Indemnifications |
5471737d-ade2-4dad-b4b4-2d4211299f33 | Clause:
The undersigned Authorized Officer or chief financial officer or chief accounting officer of Parent Borrower certifies that the Borrowers are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby and no Default or Event of Default ha... | Label: No Defaults |
5b3751b4-6fd3-45b9-8db3-738464254935 | Clause:
The Compensation Committee shall be generally responsible for the operation and administration of the Plan. To the extent that powers are not delegated to others pursuant to provisions of this Plan, the Compensation Committee shall have such powers as may be necessary to carry out the provisions of the Plan and... | Label: Powers |
a3f5f005-a57d-475c-8898-d575d1106024 | Clause:
The Company hereby employs Executive to serve as the Chief Marketing Officer (“CMO”) of the Company. The employment with the Company is period of time commencing November 1, 2015 for a thirty-six (36) month period (“Initial Term”). This Agreement shall renew and be automatically extend for additional twelve (12... | Label: Terms |
32dd667d-b688-4119-823a-963c6b499557 | Clause:
This Agreement shall be binding upon you, your heirs, executors and personal representatives and upon Tyson, its successors and assigns. You acknowledge that the services to be rendered by you are unique and personal. You may not assign, transfer or pledge your rights or delegate your duties or obligations unde... | Label: Assignments |
f5a01c83-c61a-4cdd-98df-c946b0c06ef9 | Clause:
During Employment and the Continuance Period, the Executive will not knowingly publicly disparage, criticize, or otherwise make any derogatory statements regarding the Company, its directors, or its officers. The Company’s then and future directors will not knowingly publicly disparage, criticize, or otherwise ... | Label: Non-Disparagement |
0c10f086-a9c9-4bd7-a072-67ad813c36bd | Clause:
(a) Except as otherwise provided by Section 5(b), the Restricted Stock Units shall vest in accordance with the following schedule: 14,780 Restricted Stock Units shall vest on February 15, 2016, 3,694 Restricted Stock Units shall vest on February 15, 2017, and 3,695 Restricted Stock Units shall vest on February ... | Label: Vesting |
56aea577-2f6f-4018-9cdd-d980fa9592e7 | Clause:
Each member of the Restricted Group is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appr... | Label: Compliance With Laws |
ef34d850-d56d-4ee4-b9c7-b0edc75a4504 | Clause:
All corporate action has been taken on the part of the Company, its Manager and the Members necessary for the authorization, execution and delivery of this Note. The Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of this Note the valid ... | Label: Authorizations |
ca255710-5665-4c24-8805-3126ad75b03a | Clause:
All capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns,... | Label: Defined Terms |
93287aaa-2b13-479f-bfb7-f76541ee6d93 | Clause:
The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or telecopy, or by electronic transmittal, if arrangements for doing so have been approved by the Administrative Agent) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than ... | Label: Notices |
e7cec5d5-521e-4754-b0bf-5ef51a4dacb4 | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of Virginia without regard to its conflicts-of-law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Governing Laws |
c17eddfe-690f-4625-8d10-d0eaaa21a745 | Clause:
The representations and warranties of each Purchaser contained in this Agreement shall be true and correct in all material respects (other than those which are qualified as to materiality, which shall be true and correct in all respects) on and as of the Closing Date with the same force and effect as though mad... | Label: Representations |
2217f5e1-427f-4664-8ea5-935243c30811 | Clause:
This Joinder Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts of laws principles thereof that would require the application of the law of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactl... | Label: Governing Laws |
337dff34-32e9-4ec7-8774-4767242954af | Clause:
All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with the said Rules. The arbitrator may grant injunctive or other relief in such dispute or contro... | Label: Jurisdictions |
6497d5cf-73b5-4f7f-b11a-d865f7efced6 | Clause:
I will not make statements that damage, disparage or otherwise diminish the reputation and business practices of MetLife and its affiliated entities, and its and their current and/or former officers, agents, directors and employees. This includes statements made verbally, in writing or electronically. The only ... | Label: Non-Disparagement |
bcbd9751-2e7d-4cb7-9488-deb7136fc337 | Clause:
Each party's obligations under this Section 5.8 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 |
0d4f1b0a-e1f0-4dd0-8c19-902e75c2c17f | Clause:
Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings given in the Existing Credit Agreement, and the rules of construction set forth in the Credit Agreement shall apply to this Amendment.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Definitions |
1d4b1830-416b-4954-b355-ad5e80513c80 | Clause:
Date (or any options or warrants issued by such Person with respect to its capital stock or other equity securities), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capita... | Label: Closings |
b9a6853b-92ac-4a49-9ef3-5a164043d6b7 | Clause:
The parties hereto hereby consent to the joinder of the SMBC Parties as parties to the Receivables Purchase Agreement on the terms set forth in clause (a) above.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Consents |
ab39bdd1-be73-4fe8-a433-901ce06d9ef8 | Clause:
The Loan Parties and the Administrative Agent agree to promptly take such actions as may be necessary to carry out the intent of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Further Assurances |
e6b1fb3a-ff55-4aa6-ba6b-2bafeeb8da92 | Clause:
Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed a Director of the Company in the class of directors up for election at the 2018 Annual Meeting of Stockholders (the “ 2018 Annual Meeting ”) immediately upon the execution of this Agreement, and the Direc... | Label: Positions |
08c3a5b3-aee4-4d09-8566-d3084fa3e83f | 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 February 5, 2016; p... | Label: Terminations |
9241e88d-e940-483e-8b0d-c160376aaf08 | Clause:
Borrower will, at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Lender may reasonably request in order to: (i) perfect and protect the security interest of the Lender created hereby; (ii) enable the Lender ... | Label: Further Assurances |
3906096e-5b5b-4b75-8d78-1bc38876babd | Clause:
The Borrower shall have given notice of borrowing as required by Section 2.1 .
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... | Label: Notices |
a7851bbe-3bc8-42fa-8699-8c314ee5727d | Clause:
The Delaware Limited Liability Company Act (and, following the conversion of the Company into a corporation or the Company being merged into, or otherwise succeeded by, a corporation, the relevant state corporation law) shall govern all questions arising under this Agreement concerning the relative rights of th... | Label: Governing Laws |
93e8c60d-c66e-4b6f-9cd3-dfd2b21a3c00 | Clause:
GGC hereby indemnifies and holds the CPC Parties harmless from and against any and all claims, damages, costs, expenses or losses whatsoever, together with out-of-pocket costs and expenses, including reasonable fees and cost disbursements of counsel, incurred by any CPC Party, which arise from press releases or... | Label: Indemnifications |
e4ceb547-3788-4102-b90e-7db17f9c979d | Clause:
Section headings in this Waiver are included herein for convenience of reference only and shall not constitute a part of this Waiver for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Headings |
76e737d7-1401-46d4-89d4-8bc18b4d314a | Clause:
Use the proceeds of any Extension of Credit for any purpose other than (i) refinancing the Existing Facilities to which such Borrower is a party and (ii) working capital and other general corporate purposes of such Borrower and its Subsidiaries (which, for the avoidance of doubt, shall include intercompany loan... | Label: Use Of Proceeds |
f963038d-1548-4003-ad1c-d71f7a5b59f8 | Clause:
(a) None of Borrower, Operating Lessee or Guarantor shall engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (including but not limited to the exercise by Lender of any of its rights under the Notes, this Agreement or the other Loan Documents) to be a non-exemp... | Label: Erisa |
f057eff2-3efa-4471-9ec3-b5e69937a757 | Clause:
You will work at the Company’s corporate facility currently located in Milpitas, California, subject to necessary business travel. During your employment with the Company, you will devote your best efforts and substantially all of your business time and attention (except for vacation periods and reasonable peri... | Label: Duties |
ec6e7ece-b389-4215-b3db-9512b7825602 | Clause:
The employment relationship between the parties also shall be subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion. Executive will be eligible to participate, on the same basis as similarly situated ... | Label: Benefits |
8b8f06e8-0e79-475c-a511-fde9d571fe5b | Clause:
On the date hereof, Borrower shall pay interest on the outstanding principal balance of each Component from and including the Closing Date through and including May 7, 2014 (the “ Initial Interest Period ”). On June 1, 2014 and on each Monthly Payment Date thereafter, up to and including the Maturity Date, Borr... | Label: Payments |
20b95406-e119-4089-8d27-a30badcfffe7 | Clause:
No failure or delay by the Administrative Agent or any Bank in exercising any right, power or privilege hereunder or under any Note 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 privi... | Label: No Waivers |
a0d28634-103f-4783-8f7b-a5e1757478aa | Clause:
This Amendment, and all claims arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of New York, excluding that body of law relating to conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Governing Laws |
254407fd-ab61-4b12-b224-ccbfd8e80e51 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings... | Label: Governing Laws |
7f48f3c8-b58e-49fd-adf3-52b8a2a5ac04 | Clause:
The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the articles of organization or certificate of formation (as applicable), LLC agreement... | Label: Consents |
faf8da84-047b-4778-a365-c00600b35a57 | Clause:
Subject to Section 7.1 of the Equity Plan, each Initial Award shall vest and become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant, subject to the Non-Employee Director continuing in service on the Board through each such vesting date. Subject to Se... | Label: Vesting |
571f8f62-0055-4e0f-8157-ac5358118b0c | Clause:
There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which se... | Label: Litigations |
3a5afaed-fd13-405a-b7a1-3f9c0be616e9 | Clause:
The Parties agree to maintain in confidence all information with regard to all matters, and/or activities, covered by, relating or undertaken pursuant to this Agreement. This provision shall survive and shall remain in full force and effect and be binding upon the Parties for three (3) years after the terminati... | Label: Confidentiality |
b84aaf63-5eba-47a2-9916-0023a6917d12 | Clause:
Schedule 4.7 sets forth, as of the Closing Date and after giving effect to the Transactions, (i) all of the Subsidiaries of the Borrower and (ii) as to each Credit Party, (x) the number of shares, units or other interests of each class of Capital Stock outstanding, and the number and effect, if exercised, of al... | Label: Subsidiaries |
20fb94ad-de13-400a-bb0b-be3156a76e8d | Clause:
Wittekind and the Company agree that, during the Consulting Period and for a period of five years thereafter, Wittekind will not directly or indirectly disparage the Company and the Company will cause its officers and directors not to directly or indirectly disparage Wittekind. Nothing in this Section 13 preven... | Label: Non-Disparagement |
fab16520-244a-422f-8ce2-a99e88aedd2c | Clause:
Except as may be otherwise provided by the Plan, any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed re... | Label: Notices |
2d2b68b0-ef69-4507-93c6-5aeba8a84162 | Clause:
This Subordination Agreement shall in all respects be a continuing agreement and shall remain in full force and effect until the earlier of (a) the payment in full of the Senior Obligations and (b) the payment in full in cash of the Subordinated Debt. Upon such payment in full, this Subordination Agreement shal... | Label: Terminations |
ffd7c737-ba0a-4758-a493-441cae652ba4 | Clause:
The Company shall continue as a stand-alone business and autonomous business unit owned by Parent, with the same business name; provided , that (1) all Company systems (finance, accounting, human resources, benefits, payroll, legal contract administration, IP management, cash management, banking and other) shal... | Label: Integration |
11359163-f477-48f1-a5b8-84487f5ff4d0 | Clause:
None of Diffusion, Schmidt, any Purchaser or any of their respective affiliates shall, directly or indirectly, either individually or acting in concert with another person or persons, make any negative, derogatory or disparaging statements or communications regarding the other parties, the business of Diffusion... | Label: Non-Disparagement |
019027e6-d398-43ef-86fc-98fc7d5a125d | Clause:
The Committee may, in its discretion, specify in an Award Agreement or a policy that will be deemed incorporated into an Award Agreement by reference (regardless of whether such policy is established before or after the date of such Award Agreement), that a Participant’s rights, payments, and benefits with resp... | Label: Forfeitures |
902cbdb8-ca60-4166-9002-faf69555e145 | Clause:
TO INDUCE LENDER TO ENTER INTO THIS AGREEMENT, BORROWER IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THE LOAN DOCUMENTS WILL BE LITIGATED IN COURTS HAVING SITUS IN HILLSBOROUGH COUNTY, FLORIDA. BORROWER HEREBY CONSENT... | Label: Consent To Jurisdiction |
e7bc767e-b6e4-40a6-9e66-adbd5aaba652 | Clause:
Paragraphs 4 through 23 (other than paragraph 21) shall survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Survival |
079eb213-d609-40e1-8f98-431403e27b83 | Clause:
Except for Section 4 , this Agreement shall terminate as to the Holder, when all Registrable Securities held by the Holder no longer constitute Registrable Securities.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Terminations |
973ad1a3-fb1c-4f76-8605-63478a4d2be8 | Clause:
The parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore shall not be construed against a party or parties on the ground that such party or parties drafted or was more responsible for the drafting of any such prov... | Label: Interpretations |
57c3a253-2360-4c13-bb68-438282d42dbb | Clause:
The agreements in this Section shall survive the resignation of the Administrative Agent and any Issuing Lender, the replacement of any Lender, the termination of the Commitments, termination or expiration of all Letters of Credit, and the repayment, satisfaction or discharge of all the other Obligations.
Task... | Label: Survival |
0636dd3d-a5f8-444d-8282-306f6d7cbbf3 | Clause:
If the whole or any part of any Participant’s or Beneficiary’s Section 409A Account hereunder will become subject to any estate, inheritance, income or other tax which the Participating Companies will be required to pay or withhold, the Participating Companies will have the full power and authority to withhold ... | Label: Taxes |
dbc0b62a-caf4-4777-8cee-aae2200e4625 | Clause:
Subject to satisfaction of the Initial Performance Target, and except as otherwise provided in Section 3.1 or 3.2, the cash amount that shall be payable in settlement of this Award on the date specified in Section 5 below shall be equal to the Base Cash Amount multiplied by the Performance Multiplier, rounding ... | Label: Payments |
c8fc7b56-3a54-48e4-a7e3-becd614baf8c | Clause:
No waiver of any term or provision of this Agreement shall be deemed to be a waiver of any subsequent breach of such term or provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: No Waivers |
1d3bf951-96eb-4146-8022-ffa4e980fdb9 | Clause:
Such Warrantholder has sole dispositive and voting authority over the Warrants held by it, and has all requisite legal authority to execute and deliver this Agreement, to sell and deliver such Warrants, and to carry out and perform all of such Warrantholder’s obligations under this Agreement. This Agreement has... | Label: Authority |
2a79be98-ddaf-4dc0-b3de-344198cfe7f3 | Clause:
All notices required or permitted to be given under this Security Agreement shall be given as provided in Section 9.1 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Notices |
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