id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
df58c671-c4ff-4045-912f-91d7a94b17c3 | Clause:
Except as set forth on Schedule 3(p) and other than the grant or exercise of stock options or any other equity securities offered pursuant to duly adopted stock or incentive compensation plans as disclosed on Schedule 3(c) or in the SEC Documents, none of the officers, directors or employees of the Company is p... | Label: Transactions With Affiliates |
3eda9a6b-b1d1-4426-94f4-ff7c37650105 | Clause:
No waiver or course of dealing shall be established by (a) the failure or delay of Lender to require strict performance by any Loan Party with any terms of the Loan Documents, or to exercise any rights or remedies or otherwise; (b) failure to satisfy any conditions precedent; or (c) acceptance by Lender of any ... | Label: Waivers |
df291e23-f19d-49ae-9bcd-966c532fe55c | Clause:
This Agreement (together with the Confidentiality Agreement, the Transaction Documents and any other documents and instruments executed pursuant hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject m... | Label: Entire Agreements |
95c7d130-3d7c-4e22-bba5-de0369c41ea1 | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”), each of which when so executed and delivered shall be deemed to be an original, but all of which shall together... | Label: Counterparts |
e803bc4d-9831-4346-a467-a0abfb1d8471 | Clause:
The terms of the Confidentiality , Invention , and Non-Competition Agreement by and between the Employee and Employer dated July 6, 2015 (the " Confidentiality Agreement " ) , are hereby incorporated by reference and are a material part of this Agreement.
Task: Classify this clause into ONE of these types (exa... | Label: Confidentiality |
bea34588-4640-4895-bf92-f280a9c2416e | Clause:
Tenant shall keep the terms and conditions of this Lease and any information provided to Tenant or its employees, agents or contractors pursuant to Article 9 confidential and shall not (a) disclose to any third party any material financial terms of this Lease or any other Lease-related document (including suble... | Label: Confidentiality |
4328396a-eff5-4cb3-951d-517c58b028d2 | Clause:
The Parent confirms that neither it nor any person acting on its behalf has provided any Shareholder or its respective agents or counsel with any information that the Parent believes constitutes material, non-public information except insofar as the existence and terms of the proposed Share Exchange hereunder m... | Label: Disclosures |
58b89a15-386a-4fb7-98d4-ab62c5ec0c4e | Clause:
This Agreement is conditioned upon the consent of [the Company,] the Issuing Lenders and the Administrative Agent pursuant to Section 11.06(c) of the Credit Agreement. The execution of this Agreement by each of them is evidence of their consent. Pursuant to Section 11.06(c), the Company agrees, if so requested ... | Label: Consents |
2d5565dc-346f-4766-80f0-e31e5c4cc7c5 | Clause:
(b) This Agreement, the Separation Agreement, the other Ancillary Agreements and the Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, unders... | Label: Entire Agreements |
7c6c939a-e36c-48d2-99b8-89fc7422f2dd | Clause:
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Virginia without regard to its provisions concerning conflicts or choice of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Governing Laws |
c2b7a565-757c-4582-9679-3e742e5dac4c | Clause:
Delphax has delivered to Air T the audited consolidated financial statements of Delphax and Subsidiaries as of September 30, 2013 and 2014 and for the fiscal years then ended, and the unaudited consolidated financial statements of Delphax and Subsidiaries as of August 31, 2015 (the “Latest Balance Sheet Date”) ... | Label: Financial Statements |
6a19d150-4c2f-485e-b40e-71b3a8cccd3a | Clause:
The provisions of this Section 7 shall survive any termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Sal... | Label: Survival |
f1d069d0-6f10-4f79-8e12-2616820e6c62 | Clause:
Buyer shall protect, defend, indemnify, save and hold harmless Seller Group against any and all claims, demands, fines , suits, actions, proceedings, orders, decrees, judgments, damage or liability (including reasonable attorneys ’ fees incurred by Seller with respect thereto) of any kind or nature, by or in fa... | Label: Indemnifications |
daa1761c-9f04-4f5f-ad1e-02264b40ea62 | Clause:
This Agreement, the Amendment to Award Agreements, any exhibits or attachments, and any documents referenced in the exhibits or attachments, is the entire agreement between Mr. Mueller and the Company and supersedes all prior agreements and understandings between Mr. Mueller and the Company concerning his emplo... | Label: Entire Agreements |
5f28b5c6-848d-40ab-b331-7866ad97fc16 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any Person participating in the offering contemplated by the Prospectus Supplement that is not an Af... | Label: Disclosures |
dcbdad1d-a481-457f-8ba6-29b833ee9f37 | Clause:
Date), an amount equal to 100% of the cash proceeds therefrom (net of underwriting discounts or placement discounts and commissions and other reasonable fees and costs associated therewith) shall be applied as a mandatory repayment in accordance with the requirements of Sections 4.02(f) and (g).
Task: Classify... | Label: Closings |
41e4a307-7ef3-483e-97ee-6f95be1c13ea | Clause:
Without limiting Section 11.4 of the Security Agreement, upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, ass... | Label: Terminations |
27409888-ba9e-402c-8421-7a09dfc30b9e | Clause:
The Borrower will, and will cause each Subsidiary to, use the proceeds of the Credit Extensions for general corporate purposes. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances to purchase or carry any “margin stock” (as defined in Regulation U) in violation o... | Label: Use Of Proceeds |
cd5b0378-5a6c-4404-94db-ba8ff8f71523 | Clause:
Every notice or other communication relating to this Agreement between the Company and Participant shall be in writing, and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the ot... | Label: Notices |
72c89943-1bbf-4b58-8450-34703c8c9a90 | Clause:
This Agreement contains the entire Agreement of the Parties hereto as to the subject matter hereof and may be modified or changed only by an agreement in writing sighed by the Party against whom enforcement of any modification or change is sought. If any provision of this Agreement is declared void, such provis... | Label: Entire Agreements |
3a9668f2-914c-4013-be8f-24de3794d8cd | Clause:
At Closing, Buyer and Sellers shall pay any and all broker fees due and payable individually and separately. The Company shall not be subject to any broker fees or be obligated to pay broker fees on behalf of any third party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Brokers |
cc95df79-efa3-4b30-8899-8795911cfa4f | Clause:
Each Guarantor hereby waives (i) promptness and diligence, (ii) notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XI and any requirement that the Secured Parties exhaust any right or take any action against any Loan Party or any other Person or any Coll... | Label: Waivers |
99c0aacf-6c72-4316-991b-03dd831a00bb | Clause:
All notices required or permitted hereunder shall be in writing and shall be served on the parties at the addresses set forth in Paragraph 1.1 . All notices shall be in writing and shall be deemed to have been properly given or served as of (i) the date of personal delivery with acknowledgment of receipt; (ii) ... | Label: Notices |
21c9fedc-742e-472e-9b8d-8ef9aa341706 | Clause:
The Borrower, Parent and each of its Restricted Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens, except (a) as set forth on Schedule 5.07 ... | Label: Liens |
99d32d6e-4f24-4f11-9954-abd8b060d0a9 | Clause:
I agree to preserve in confidence and not to use, to publish, or to otherwise disclose to, either during or subsequent to my employment, without the prior written permission of Progenics, all confidential proprietary rights or any knowledge, information or materials about the products, services, know-how, resea... | Label: Confidentiality |
d78b6276-2377-4384-a17d-3b5a56a04d31 | Clause:
As of March 24, 2016, the authorized capital stock of the Company consists of (i) 314,800,000 shares of Common Stock, of which 12,407,815 shares are issued and outstanding and 3,583,141 shares are issuable and reserved for issuance pursuant to the Company’s stock option plans or securities exercisable or exchan... | Label: Capitalization |
8fbc0aa6-e1d8-43c8-89d7-6292dea45e73 | Clause:
Taxes ") unless such deduction or withholding is required by law. If the Borrower or the Guarantor is required by law to make such withholding or deduction, then the Borrower or the Guarantor shall pay such additional amounts (the " Additional Amounts ") as may be necessary in order that the net amounts receive... | Label: Withholdings |
fe744d66-4810-4561-9946-1d496d58fd0c | Clause:
Each Restricted Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by any Restricted Holder, money damages may be inadequate and Purchaser may have not adequate remedy at law, and agree that irreparable damage would oc... | Label: Specific Performance |
84741f2c-4466-4949-a996-7942bef9e30d | Clause:
Each Loan Party and each of its Subsidiaries shall timely file or cause to be filed all material Tax returns required to be filed by it and shall timely pay all material Taxes due and payable by it or imposed with respect to any of its property and all other material fees or other charges imposed on it or any o... | Label: Taxes |
d484064c-403a-4154-917b-f1e50c9a236b | Clause:
The Company hereby employs Employee as the Chief Financial Officer (the “Position”) and Employee hereby accepts such employment, upon the terms and subject to the conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Employment |
229fb86b-c08d-4467-bf71-c8c4c9bb3806 | Clause:
The execution, delivery and performance of this Agreement has been duly authorized by each Investor. This Agreement, when executed and delivered by each Investor in accordance with the terms hereof, shall constitute a valid and binding obligation of each Investor, enforceable against such Investor in accordance... | Label: Authorizations |
fb29d2a5-80e7-4ed6-8987-0cd8d76509f1 | Clause:
Each Party shall keep complete, true and accurate books of account and records for the purpose of determining the amounts payable under this Agreement. Such books and records shall be kept at the principal place of business of each Party, as the case may be, for at least three (3) years following the end of the... | Label: Records |
525b82c5-109f-4ecd-9db3-68a1b3cb2240 | Clause:
Executive hereby acknowledges and agrees that the Release set forth in Section 3 hereof is a general release against Releasees, and Executive, for himself, his heirs, executors, administrators and assigns, does hereby expressly waive and assume the risk of any and all claims for damages against any of Releasees... | Label: Waivers |
1b3de73e-b0fa-4772-a75a-ace8ec21a6cb | Clause:
The parties to this Agreement recognize that any violation or threatened violation by the Contractor of any of the provisions contained in this Article 5 will result in immediate and irreparable damage to the Company and that the Company could not adequately be compensated for such damage by monetary award alon... | Label: Remedies |
75bbb3ee-74a9-4761-bc16-509fd4ae1c04 | Clause:
Each Facility Lessee is making the representations and warranties set forth in Exhibit C attached hereto.
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, ... | Label: Representations |
9279b9c1-42ae-4af8-b631-9baf97dc4d6e | Clause:
To the best of the Company’s Knowledge, no litigation (including derivative actions), arbitration proceedings or governmental or regulatory proceedings are pending or threatened in writing against the Company or any of its Subsidiaries that is reasonably likely to be adversely determined and, if so determined, ... | Label: Litigations |
3ca0f814-b1f7-4f3a-b9b8-e0062cd4791e | Clause:
All amounts due under this Section shall be payable not later than ten (10) Business Days after receipt by the Borrower of written demand therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Payments |
26e9c6af-813b-4227-92a9-0b93e3d410a6 | Clause:
Whenever a representation or warranty or other reference is made in this Agreement on the basis of the knowledge, actual knowledge, best knowledge or otherwise with reference to the knowledge of Seller (any such reference, “ Seller’s Knowledge ”), such representation, warranty or reference is made solely on the... | Label: Qualifications |
e1dd3ed7-ea20-420d-a793-9039e21fa8b8 | Clause:
The consummation of the share exchanges contemplated hereby (the “Closing”) shall be held at the offices of counsel to the Company on a date and time mutually agreed upon by the parties hereto, but in no event later than August 31, 2016 (the “Closing Date”). The Closing shall be effective as of 12:01 AM local t... | Label: Closings |
5ada71a9-c79a-446b-87fe-e309b6493fd6 | Clause:
The Purchaser is a limited partnership duly formed, validly existing and in good standing or with active status under the Laws of the State of Texas, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Purchaser is not in viola... | Label: Organizations |
2676a9ae-895d-4cab-b03e-ad78c395abae | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Employee shall be addressed to him or her at the address stated in the Company’s employee records. By a notice given pursuant to this Section 11, ... | Label: Notices |
6294026a-cb1d-45db-94dd-f781110d8e71 | Clause:
This Agreement and the Plan constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, merging any and all prior agreements.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Entire Agreements |
2b0a2cae-0fc3-4718-8a5b-00c57d21d91b | Clause:
This Security Agreement and the Liens and security interests granted hereunder shall not terminate until the termination of the Credit Agreement and the commitments to make Loans thereunder and the full and complete performance and satisfaction and payment in full of all the Obligations (other than contingent i... | Label: Terminations |
948491f8-7bcf-4a9e-9a4a-38886096b601 | Clause:
The Exercise Price shall be paid in full, at the time of exercise of the Option, (i) by personal or bank cashier’s check, (ii) if the Participant may do so without violating Section 16(b) or (c) of the Exchange Act, and subject to approval by the Committee, by tendering to the Company whole Shares owned by such... | Label: Payments |
6b02e106-3c76-4548-8465-f4d415b19196 | Clause:
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONTAINS EXCULPATION AND INDEMNIFICATION IN RESPECT OF THE ACTIONS OR OMISSIONS OF THE GENERAL PARTNER AND DIRECTORS, OFFICERS AND AFFILIATES OF THE GENERAL PARTNER BY THE PARTNERSHIP EVEN IF SUCH ACTIONS OR OMISSIONS CONSTITUTE NEGLIGENCE OF SUCH PER... | Label: Indemnifications |
88a37048-59cb-4f81-ad0b-4c2eb95a779c | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included th... | Label: Financial Statements |
347670c9-513a-48aa-8672-17567f1b289f | Clause:
Has the same meaning as “Change in Control” under the PHH Corporation 2014 Equity and Incentive Plan (without regard to any modification in any “Award Agreement” or “Award Program,” each as defined therein).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Change In Control |
7ed56229-1b4b-4d9f-9e6d-139d84cdfe59 | Clause:
This Agreement (other than the provisions that expressly state that they shall survive termination of this Agreement) shall terminate upon payment in full of the Obligations (other than (x) obligations and liabilities under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applica... | Label: Terminations |
c74b50d5-faaf-41b9-9dbe-1684bad3fe11 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6 , shall include any Cash Management Bank and any Qualified Counterparty, except that neither the Borrower n... | Label: Successors |
349ffa43-875a-43c7-aaec-771f5ad5b2c3 | Clause:
All covenants, agreements, representations and warranties made in this Agreement shall, except to the extent otherwise provided herein, survive the execution and delivery of this Agreement, and shall continue in full force and effect until the Discharge of Senior Debt has occurred. The foregoing to the contrary... | Label: Survival |
1fd3fbab-9c2a-4c45-8a71-1525f5b936e3 | Clause:
The Company shall pay the Executive, and the Executive agrees to accept from the Company, in payment for his services to the Company, a gross base salary equal to a per annum amount of $500,000 (the “ Base Salary ”), payable in equal monthly installments in accordance with the Company’s payroll practices. The B... | Label: Base Salary |
99756b94-b075-4aae-bdac-49d05a6b601a | Clause:
Each Party shall comply with all federal, state and local laws and regulations, as amended from time to time, applicable to the performance of its obligations hereunder. Licensor and Licensee understand and acknowledge that the Software may be subject to the export regulations of the United States Export Admini... | Label: Compliance With Laws |
3839834f-23d6-43ad-98b1-09f307aa556d | Clause:
The closing (the “ Closing ”) of the transactions contemplated by this Agreement shall take place within two business days of the satisfaction of all of the conditions to closing as set forth in Section VI of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Closings |
2c1ae590-5c0b-4230-9260-bf65aa20b235 | Clause:
Unless earlier terminated pursuant to Section 4.02 , this Agreement shall remain in effect from the Effective Date until May 31, 2021 (the “Initial Period” ) and shall thereafter automatically be extended for successive three-year periods (each a “Renewal Period” ) unless Newco provides written notice of non-re... | Label: Terms |
89ce092b-c9f4-43ca-8abb-407fe718e17f | Clause:
The Sponsor shall indemnify the Asset Representations Reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by the Asset Representations Reviewer in connection with the administration of this Agreement and the performance of its duties hereunder. The Asset Repre... | Label: Indemnifications |
54cdc82d-74cc-4954-9541-ec7d33e636a4 | Clause:
The Transaction Documents, together with the Exhibits and Schedules thereto, contain the complete understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior understandings and writings relating to the subject matter hereof and thereof, which the parties acknowledg... | Label: Entire Agreements |
3efd41df-1ea3-4ae0-ab91-3f625b09e723 | Clause:
This Agreement may not be assigned by Buyer without the prior written consent of Seller. Any transfer of direct or indirect interests in Buyer shall be deemed to be an assignment of this Agreement by Buyer. Notwithstanding the foregoing, Buyer may assign this Agreement to an entity that is controlled and majo... | Label: Assignments |
35389669-5665-471e-8e85-f8718c7e14db | Clause:
As of the Effective Date, the Licensor (i) owns all of the NGL Technology and all other intellectual property used by the Licensor in connection with the performance of its obligations hereunder, free and clear of any and all liens, charges, pledges, security interests or other encumbrances whatsoever; (ii) has... | Label: Intellectual Property |
5da6020a-2871-4290-b25c-62de42510e7e | Clause:
The Parties understand and agree that the terms contained in this Agreement is the entire understanding among the Parties relative to its subject matter, and there are no written or oral understanding, promises, agreements, statements or representations among the Parties directly or indirectly related to this A... | Label: Entire Agreements |
916f3e04-9b4b-4682-8e6e-345b4848a2bd | Clause:
Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance of this Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver and perform this Assignment; (b) the person(s) executing this ... | Label: Authority |
25c10baf-b40b-4aa5-8372-4fd160808755 | Clause:
Subject to the remaining terms of this Section 2 , this Agreement shall be for an initial term that begins on the Effective Date and continues in effect through December 31, 2017 (the “ Initial Term ”) and, unless terminated sooner as herein provided, shall continue on a year-to-year basis after the Initial Ter... | Label: Terms |
c958ee20-e7d1-472a-a18d-0856b7a5f84f | Clause:
Other than the Confidential and Proprietary Information Non-Disclosure Agreement dated December 16, 2014 between Company and the Authority, this Agreement constitutes and represents the entire agreement and understanding between the parties hereto in reference to all matters referred to herein and all previous ... | Label: Entire Agreements |
c0426d39-6a14-43df-aff6-b8b2bd32c803 | Clause:
Except as specifically set forth herein, including without limitation the provisions referenced in Section 10 hereof, this Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties b... | Label: Entire Agreements |
014ebf59-ffed-4886-a927-78e6d3685429 | Clause:
This Agreement may be executed in counterparts in the English language and each executed document shall be deemed an original thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Counterparts |
53142430-d6bf-42ee-8e2c-bcb14be39e22 | Clause:
The Borrower shall hold its books and records relating to the Collateral segregated from all the Borrower's other books and records in a manner satisfactory to the Bank; and shall deliver to the Bank from time to time promptly at its request all invoices, original documents of title, contracts, chattel paper, i... | Label: Records |
97a317bf-9c0a-41d8-8484-26e8971e4cce | Clause:
This Agreement (including all consents and authorizations relating hereto) may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but o... | Label: Counterparts |
f1eb53b5-bea7-4835-ab06-10c91f36505a | Clause:
Subject to Sections 6 and 7 below, the Award shall vest and become nonforfeitable with respect to one hundred percent (100%) of the total number of Stock Units (subject to adjustment under Section 7 of the Plan) on the first anniversary of the Award Date (the “ Vesting Date ”).
Task: Classify this clause into ... | Label: Vesting |
adeec72b-8edf-4f45-90c1-ce98383cf3a2 | Clause:
Should a court determine that any paragraph or sentence, or any portion of a paragraph or sentence of this Section 6 is invalid, unenforceable, or void, this determination shall not have the effect of invalidating or validating the remainder of the paragraph, sentence or any other provision of this Section 6. ... | Label: Severability |
98e1a4d2-edd3-4e88-b4b1-78d97524e38a | Clause:
THE BORROWER AND THE LENDER ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY ... | Label: Waiver Of Jury Trials |
9fa9d69d-48f1-49d7-927b-2c78973e9d50 | Clause:
Schedule 4.20 contains a true and complete list of each material insurance policy owned by, or maintained for the benefit of, the Company and the Company Subsidiaries (the “ Policies ”). None of the Company or the Company Subsidiaries is in material default under any of the Policies. All premiums due in respect... | Label: Insurances |
01d8df71-8316-4df3-826b-49f78715424c | Clause:
This Agreement shall be governed exclusively by and construed according to the laws of the State of Colorado as applied to contracts between Colorado residents entered into and to be performed entirely within Colorado.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Governing Laws |
c7540e75-8876-4fb5-8040-5041be676600 | Clause:
The Parties will maintain insurance as provided in Section 10,6 of the LCA.
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, B... | Label: Insurances |
6225f63e-fe9f-4cdd-ad4c-a47c29dffbf8 | Clause:
During the Term, the Executive shall be entitled to receive a base salary (“Base Salary”) at a rate of two hundred eighty five thousand dollars ($285,000.00) per annum, which Base Salary shall be payable in arrears in equal installments not less frequently than on a bi-weekly basis in accordance with the payrol... | Label: Base Salary |
4592a97d-04f6-4765-9210-32cfe7f3c3ae | Clause:
The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such... | Label: Tax Withholdings |
06c1ec04-e7be-4c87-be22-fd1d6930c4a5 | Clause:
VoteCo is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Organizations |
d5217288-5c2c-4723-af17-42c4308019ad | Clause:
If any portion of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Severability |
03300cac-174f-4407-bdc0-299cb4e05c67 | Clause:
Unless defined herein or the context otherwise requires, terms used in this Amendment, including the preamble and recitals, have the meanings ascribed thereto in the Existing Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Definitions |
e89e725c-f03f-4184-be27-383935a717c7 | Clause:
Constellation and its successors and/or assigns will indemnify, hold harmless, and defend Executive to the fullest extent permitted by applicable law and the Certificate of Incorporation and By-Laws of Constellation as in effect on the date of this Agreement with respect to any claims that may be brought agains... | Label: Indemnifications |
5948053f-1371-40c0-aa09-8888858ff55d | Clause:
The Executive will continue to serve as the Chief Financial Officer of the Company and will have such powers and duties as may from time to time be prescribed by the Company’s President and Chief Executive Officer (the “CEO”) . The Executive shall devote the Executive’s full working time and efforts to the bu... | Label: Duties |
4d85aff3-eb10-47fb-b3b4-3ca47cd46548 | Clause:
The Parties (and their respective officers, directors, employees, subsidiaries, affiliated or otherwise related corporations or other business entities) agree that they will not at any time after the date of this Agreement make any materially untrue statement about any of the other Parties (or the other Parties... | Label: Non-Disparagement |
630ac0a1-595c-4a8e-b81c-077c38ba111c | Clause:
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Initial Purchasers, will be mailed, delivered or telefaxed to the Representative (fax no.: +44 (0)20 7547 2704 and confirmed to Deutsche Bank AG, London Branch, 1 Great Winchester Street, London EC2N 2DB, United K... | Label: Notices |
f6677f7c-9cd1-4c6e-9721-a35183a1851a | Clause:
The proceeds of this Transaction and sale of the Securities, net of payment of placement expenses, will be used by the Company for working capital and other general corporate purposes subject to the restrictions set forth in the Securities and on Schedule 1 of the Investor Package.
Task: Classify this clause i... | Label: Use Of Proceeds |
96d66e05-cb89-48d6-96dc-e0d98783127e | Clause:
Schedule 4.1(q) hereto sets forth a true, complete and correct description of all insurance maintained by the Diamond Resorts Entities as of the Closing Date. As of the Closing Date, such insurance is in full force and effect and all premiums have been duly paid. Each Diamond Resorts Entity has insurance in suc... | Label: Insurances |
49ca243c-f25f-4cab-94b4-e6758767c388 | Clause:
This Amendment shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. Landlord and... | Label: Miscellaneous |
4e1d50e6-fd48-4ab4-9737-5902e408b0dd | Clause:
Directly or, to the knowledge of the Borrower, indirectly use the proceeds of any Loan or Letter of Credit or otherwise make available such proceeds to any Subsidiary or any other Person to fund, finance or facilitate any activities or business of or with any Person that is, at the time of such funding, a Sanct... | Label: Use Of Proceeds |
aa0fbdd4-0ed3-44c5-9b53-b949aed13e31 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or by e-mail delivery of a “.pdf” format data file, which shall be deemed ... | Label: Counterparts |
9dd56a31-e42c-48ca-9f93-2b864e21f642 | Clause:
The Company will use the net proceeds from the sale of the Securities to repay existing indebtedness, research and development of its product candidates, and for working capital purposes and not for the redemption of any Common Stock, debentures, preferred stock, rights, options, warrants or other instrument th... | Label: Use Of Proceeds |
849afb97-9c65-4e8f-bfc1-50194ceedfa7 | Clause:
The Trust Account shall be equitably adjusted to reflect stock dividends, stock splits, recapitalizations, mergers, consolidations, reorganizations and other changes affecting the securities held therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Adjustments |
3a4ea947-fc2e-47c3-9daf-de4c08332715 | Clause:
To the extent that insurance is carried by a third-party operator on behalf of any Loan Party, upon reasonable request by Administrative Agent, such Loan Party shall use its reasonable efforts to obtain and provide the Administrative Agent with copies of certificates of insurance showing such Loan Party as a na... | Label: Insurances |
96785e3e-61e9-432d-8fa9-be394e5081d6 | Clause:
Such Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in any transactions in the securities of the Company (including, without limitation, any Short Sales) during the period from the date hereof until such time as (i) the transactions contemplated by this Agree... | Label: Sales |
cac7ac12-48c7-43e7-9564-e3ee17a30555 | Clause:
If any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret sections of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that pur... | Label: Costs |
fcdb0a1d-397b-45ec-9d40-eb06116b3c3f | Clause:
The Company and each Subsidiary will maintain, with financially sound and reputable insurance companies, insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the s... | Label: Insurances |
17795095-1d19-4b2d-91cb-a421105e7217 | Clause:
Each member of the Borrowing Group has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, taken as a whole, except for such defects in title as could not, individually or in the aggregate, reasonably be... | Label: Liens |
470d7ad8-f157-4186-a745-3cf85cba92e8 | Clause:
This Agreement and the rights, duties, obligations and responsibilities of the parties hereto shall be governed by and construed in accordance with the internal laws and decisions of the State of New York. The parties hereto intend that the provisions of Section 5-1401 of the New York General Obligations Law sh... | Label: Governing Laws |
556e68ef-2bdc-4b88-a9be-ab8c88a40868 | Clause:
During the Term, Executive’s minimum annual base salary will be as follows: $500,000 per annum from the Effective Date through December 31, 2016; $525,000 per annum for calendar 2017; $550,000 per annum for calendar 2018; and $575,000 per annum for calendar 2019. The base salary shall be paid in accordance with... | Label: Base Salary |
219572ee-5db2-4f51-b3ca-94d443dc5c1d | Clause:
Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to such terms in Exhibit A attached hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Definitions |
74b12162-4fd8-4e16-9d7f-5b165de9aad1 | Clause:
Executive acknowledges that this Agreement provides Executive with rights and privileges to which Executive would not otherwise be entitled in the absence of the execution of a waiver and release, and, in exchange for the same and pursuant to Section 1(a)(iv) of the Employment Agreement, Executive agrees to tak... | Label: Releases |
58f5a1a1-eede-4d19-a263-f55c720ca6a5 | Clause:
Lessee may not assign this Lease, or any interest herein without Lessor's written consent which consent shall not be unreasonably withheld. Notwithstanding the foregoing, and provided the use of the Premises remains consistent with Lessee's use, Lessee shall be permitted to assign this Lease or sublet any part ... | Label: Assignments |
8afa8693-cf5e-43ad-ad20-ec4c418b0636 | Clause:
Any disputes under this Agreement shall be submitted initially by either Party for resolution by the Executive Officers. The Executive Officers shall meet and discuss such matter within 15 days after a Party proposes that such Executive Officers meet to discuss the dispute. In the event the Executive Officers o... | Label: Jurisdictions |
ba5df65f-2bec-4aa2-95e1-f05e79f84555 | Clause:
This Agreement shall be construed in accordance with, and shall be governed by, the laws of State of Delaware, United States, without giving effect to the principles of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Governing Laws |
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