id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f3161199-c177-48b2-9fd7-5699eae446c9 | Clause:
Without limiting Executive’s obligations under Section 9(e) above, Executive agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. Executive represents and warrants that Executive’s performance of all the terms of this Agreement will not breach any ag... | Label: Representations |
caccc960-e553-4399-aa91-4135e383fa5e | 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, a Defaulting Lende... | Label: Participations |
61039cda-ca6e-4c52-8137-1060fe9b1c66 | Clause:
Regardless of whether the transactions contemplated by this Agreement close, each party shall bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Expenses |
a7e50290-636c-4dc4-a6a8-0f280e4cc7f4 | Clause:
In general terms, under current U.S. and Norwegian tax laws, it appears that the value of the Units is not considered taxable income to the Grantee until the restrictions lapse and settlement in ConocoPhillips Common Stock is made.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Taxes |
e3a52975-1b76-4bcb-8c25-55d659ffaf04 | Clause:
This Agreement (including the 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, or any of them, with respect to the subject matter hereof.
Task: Classify this clause into ONE of ... | Label: Entire Agreements |
4b5b21ea-a1a3-4d09-b446-0df17657ef29 | Clause:
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Agreement shall remain in ... | Label: Severability |
11eab67a-4010-4566-b708-ec35fbd6b7f1 | Clause:
Unless otherwise specified in this Agreement, all notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement will be in writing. Notices, requests, demands, consents and other communications will be deemed to have been given and made, (i) upon delivery or, in... | Label: Notices |
5e54dd46-259e-4c2c-b3c1-1c73f8dcd59e | Clause:
Company has no Subsidiary and does not own, control, or have any right to acquire, directly or indirectly, any capital stock of, or other equity interest in, any Person. Except as expressly contemplated in the Transaction Agreements, Company is not a participant in any joint venture, partnership, or similar arr... | Label: Subsidiaries |
e1ee2ad6-3719-4d45-baac-391a3d3df81d | Clause:
The obligation of the Company to issue the Notes at the Closing may be terminated at any time prior to the Closing by the mutual written consent of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Terminations |
9e0d9dd8-cd27-4dcc-b50e-1209210a4650 | Clause:
All references in this Agreement to Exhibits, Schedules, articles, sections, subsections and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any subdivisions ar... | Label: Titles |
791b803d-3662-4822-8e29-e1249e59438f | Clause:
All matters between the parties, including without limitation questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents will be governed by and construed and enforced in accordance with the laws of the Cayman Islands, without regard to the principles of conflic... | Label: Governing Laws |
5d7b4c71-e41b-4767-a24e-48d1e6034fef | Clause:
No failure by the Lender to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the... | Label: No Waivers |
552cf707-b0cf-4acd-9a88-dff1da071bc5 | Clause:
Except as stated in Section 5.4 , this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Issuer and the Master Servicer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Assignments |
e74b65ec-8403-4ae6-b4a1-e0e7ba732120 | Clause:
Except to the extent otherwise provided in the Term Loan Agreement, no Guarantor shall have the right to assign or transfer its rights and obligations hereunder or under any other Guarantor Documents without the prior written consent of the Required Lenders. Each Lender may, without notice to or consent by any... | Label: Assignments |
e5f97440-4748-4cb5-a6d7-ca199b88ff50 | Clause:
Any notice, request, instruction, or other document to be given hereunder by any Party to the other will be in writing and will be delivered in accordance with Section 9.1 of the Asset Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Notices |
38543f43-1fb9-458b-afcc-a1c989b2b785 | Clause:
Capitalized terms not otherwise defined in this Amendment shall have the same meanings as specified in the Fourth Amended and Restated Credit Agreement (as defined below).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Definitions |
54052547-a778-4fc3-9677-a86638ff96a4 | Clause:
The Issuer will use the proceeds of this Note for the purpose of the payment of transaction costs, including those of its accountants and legal counsel, incurred in connection with the potential Merger transaction, as well as up to $800,000 in settlement of the BMR-Pacific Research Center LP pending litigation.... | Label: Use Of Proceeds |
f7bfb73c-f36f-4f1b-b433-41e30a9bc5a3 | Clause:
Global 2 has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Global 2 and the consummation of the transactions contemplated hereby have been duly ... | Label: Authorizations |
fb214dea-04dc-4356-acb3-3e5136b481b5 | Clause:
The execution, delivery and performance by the Holder of this Agreement has been duly authorized by all requisite entity action. This Agreement constitutes the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject, as to enforcement of remedies, ... | Label: Authorizations |
0e598e81-657f-4eaa-8aed-3a7b900cfaf0 | Clause:
This Agreement and Executive’s employment shall terminate on December 31, 2016, unless terminated by the Company or Executive prior to such date in accordance with the terms hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Terminations |
74c23101-ad1f-403c-b4be-e1891ff3187b | Clause:
Use the proceeds of the Credit Extensions (i) to refinance all outstanding Indebtedness under the Existing Credit Agreement, (ii) for working capital, (iii) for capital expenditures, and (iii) for general corporate purposes not in contravention of any Law or of any Loan Document, including, without limitation, ... | Label: Use Of Proceeds |
a32cce99-69a0-436f-a880-af2f48c68fda | Clause:
Such Grantor shall maintain or shall cause to be maintained such insurance as is required pursuant to Section 6.07 of the Credit Agreement. Each Grantor hereby irrevocably makes, constitutes and appoints the Agent (and all officers, employees or agents designated by the Agent) as such Grantor’s true and lawful ... | Label: Insurances |
ab347a7c-3a9d-48b9-a072-edca3c96c096 | Clause:
The Arranger and the Lenders shall have received the financial statements described in Section 3.04(a) and the Projections.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Financial Statements |
4d935191-00e6-4f2e-89ee-a99d94c6c2d0 | Clause:
This Supplemental Separation Agreement, the Equity Award Documents, the Retirement Agreement, and the Confidentiality Agreement, constitute the entire agreement and understanding between the Parties concerning the subject matter of this Supplemental Separation Agreement and all prior and contemporaneous represe... | Label: Entire Agreements |
e7faf6d6-de90-48a1-a572-2632aab74c3b | Clause:
All of Borrower's covenants and agreements hereunder shall run with the land, until such time as the Obligations have been repaid in full.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Agreements |
b80a7ff8-1ff4-4b97-b81e-60310561c447 | Clause:
The option shall vest and become exercisable as provided in the Grant Notice except that no additional shares shall vest after the date of termination of the Optionee’s employment or consultancy with the Company, regardless of the reason for such termination.
Task: Classify this clause into ONE of these types ... | Label: Vesting |
bb9689f4-212a-45a8-9d1a-41f179530a44 | Clause:
There are no Actions pending or, to Buyer’s knowledge, threatened against Buyer that would reasonably be expected to prohibit or restrain the ability of Buyer to enter into this Agreement or consummate the Transactions. Buyer is not subject to any Order except to the extent the same would not reasonably be expe... | Label: Litigations |
3f24ff16-f385-4931-bd15-f1f9f9a389f7 | Clause:
After giving effect to the transactions contemplated by this Agreement, each Party (a) will be solvent (in that both the fair value of its assets will not be less than the sum of its liabilities and that the present saleable value of its assets will not be less than the amount required to pay its probable liabi... | Label: Solvency |
49228571-3c6e-4b95-b1c2-d27e95e70da2 | Clause:
The Company shall maintain, and shall cause each Specified Subsidiary to maintain, with financially sound and reputable independent insurers (except to the extent that any insurance company insuring the properties of the Company and each Subsidiary ceases to be financially sound and reputable after the Effectiv... | Label: Insurances |
8171a0ca-c99a-43ec-bfc0-c6552402a774 | Clause:
EACH BORROWER, THE AGENT, EACH ISSUING BANK AND EACH LENDER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABL... | Label: Waiver Of Jury Trials |
839fa1f2-e347-4e22-85f2-0d09ddc98ae1 | 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 together shall be deemed to be one and the same instrument. The Optionee’s electronic signature of this Agreement shall have the same validity and effect as a signature affixed by the O... | Label: Counterparts |
abf81544-97d6-40be-8f5b-eb802deb3a96 | Clause:
Borrower shall make, and cause each Subsidiary to make, timely payment of all applicable and material federal, state (including but not limited to sales tax), and local taxes or assessments (other than taxes and assessments which Borrower is contesting in good faith, with adequate reserves maintained in accorda... | Label: Taxes |
eff951d4-96a5-4c0a-8187-6f6a44cbccbb | Clause:
This Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. No party may assign any of its duties or obligations hereunder without the prior written consent of the other parties. Any such assignment without such consent shall be null and void... | Label: Assignments |
f1265a1b-b6ff-4345-aa92-6aa3fb6deec3 | Clause:
This Agreement, including the exhibits, documents and instruments referred to herein or therein, constitutes the entire agreement among the parties with respect to the subject matter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Integration |
912a4703-00a6-44d6-9d5d-b8ceb4ce753f | Clause:
Schedule 3.21 sets forth a true, complete and correct description of all material insurance maintained by or on behalf of Parent, the Borrower Parties or the other Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect.
Task: Classify this clause into ONE of these typ... | Label: Insurances |
d5f88cac-bc9b-4877-90b9-8396de51f377 | Clause:
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enf... | Label: Severability |
ec47492c-765f-4824-989c-59ff83c4e2d9 | Clause:
This Agreement may be executed simul-taneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that facsimile signatures of this Agreement shall be deemed a valid and binding execution of this Agree... | Label: Counterparts |
6b789169-175e-4017-b1d0-38997a7ec914 | Clause:
This Agreement is for the benefit of Purchaser and Seller, and except as provided in the indemnities granted by Purchaser in this Agreement and in the Purchase Documents (as defined in Section 19 ) with respect to the Indemnified Parties listed therein, no other person or entity will be entitled to rely on this... | Label: Benefits |
ad359df9-aacd-4245-836e-f20a1d3db340 | Clause:
Any controversy or claim arising out of or relating to this Agreement shall be resolved by binding confidential arbitration by a single arbitrator who is licensed to practice law in a state in the United States, to be held in Boston, Massachusetts, in accordance with the Employee Dispute Resolution Rules of the... | Label: Arbitration |
017c1651-98a6-4536-82ea-372d30dbde9d | Clause:
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF ILLINOIS AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Governing Laws |
9d39d854-dda4-4ee9-bb51-526c1c6ebc19 | Clause:
The Company and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Co... | Label: Taxes |
e3ebf468-b6cc-47dc-b6a1-3ec432201245 | Clause:
The Company and the Engine Group shall be responsible for their own fees and expenses in connection with this Agreement and all matters relating hereto; provided , however , that the Company, promptly following its receipt from Engine after the date of this Agreement of a reasonably detailed invoice evidencing ... | Label: Expenses |
6303cc23-b75f-49a9-aa05-bb092d2cd9f9 | Clause:
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties ... | Label: Counterparts |
6156f7e0-4f05-43f7-9ff4-3ab266af343e | Clause:
Each party represents to the other that it has full power and authority to execute this Amendment. Tenant represents that it has not made any assignment, sublease, transfer, or conveyance of the Lease or any interest therein or in the Reduction Space other than those explicitly recited herein and further repres... | Label: Representations |
8a7dde19-e419-48a2-90e9-b3aefc344477 | Clause:
None of (a) the Borrowers, any Subsidiary or, to the knowledge of any Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of any Borrower, any agent of any Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the c... | Label: Sanctions |
23da9200-f3e2-45fa-a1a7-02a651ccb2dd | Clause:
The headings set forth in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Headings |
08761980-e537-44df-b6d6-613f155f206c | Clause:
Consultant will make fully available to Company all information relating to the Services performed under this Project Agreement and Consultant shall provide Company with such oral or written reports thereon as Company may reasonably request from time to time. All documents or materials of any kind and in whatev... | Label: Records |
367997e4-6316-4360-af11-ed4e344cc759 | Clause:
The Executive Officer understands and agrees that the employment relationship creates a relationship of confidence and trust between Executive Officer and Bank with respect to all Confidential Information. At all times, during Executive Officer’s employment with the Bank and after its termination, the Executive... | Label: Confidentiality |
540dd7c0-03b5-44e9-947d-b913117a440e | Clause:
(a) On and as of the Second Restatement Effective Date, the Obligors, on a consolidated basis, are Solvent. No transfer of property is being made by any Obligor and no obligation is being incurred by any Obligor in connection with the transactions contemplated by this Agreement or the other Credit Documents wit... | Label: Solvency |
5aaf47a7-4dc8-4e51-b9df-b0d3deec64bf | Clause:
This Agreement shall be construed as a whole, in accordance with its fair meaning, and without regard to or taking into account any presumption or other rule of law requiring construction against the party preparing this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Construction |
7b9fcb77-7ac5-42ae-b086-c74f993207ff | Clause:
The Borrowers shall jointly and severally pay the reasonable out-of-pocket legal fees and expenses incurred by the Lenders in connection with the preparation and closing of this Modification and any other documents referred to herein and the consummation of any transactions referred to herein or therein.
Task:... | Label: Expenses |
a0023358-4500-4ea4-b369-5232a3bded42 | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of any of the Companies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Brokers |
b568bb04-69a3-4ee8-9fc8-bbaf28cc4ed9 | Clause:
The Parties agree that money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief, including attorneys’ fees and costs, as a remedy of any such breach, including an or... | Label: Specific Performance |
477f3702-57ad-4353-94e0-1a40d97f122c | Clause:
The transfer of the Mortgage Loans subject to the Underlying Repurchase Documents is not undertaken with the intent to hinder, delay or defraud any of the Underlying Repurchase Counterparty’s creditors. The Underlying Repurchase Counterparty is not insolvent within the meaning of 11 U.S.C. Section 101(32) and t... | Label: Solvency |
3b4a2d1d-b062-4b2a-a780-a4ad2b389ff7 | Clause:
Unless earlier terminated in accordance with Section 4 hereof, the term of Executive’s employment under this Agreement shall be the one-year period commencing on the Effective Date and ending on the first anniversary of the Effective Date (the “Term” and each such year, a “Term Year”). In addition, unless eith... | Label: Terms |
7bd97f4e-0032-424c-8e53-e13ea1bf9068 | Clause:
In exchange for Employee’s satisfactory performance of her duties and responsibilities, Employee initially shall be paid a semi-monthly Base Salary of $28,731.25 ($689,550.00 on an annualized basis), payable in accordance with the regular payroll practices of the Company. All payments in this Agreement are on a... | Label: Base Salary |
0b8396fd-1418-4799-9d75-26400481487c | Clause:
Any provision of this Agreement or the Notes which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or such Loan Document or a... | Label: Severability |
9b6d796d-d804-4214-920c-62c907e39f2d | Clause:
The Company hereby employs the Executive, and the Executive agrees to serve, as the Chief Financial Officer (CFO) and Chief Operating Officer (COO) of the Company, upon the terms and conditions contained herein. The Executive shall have all of the responsibilities and powers normally associated with such office... | Label: General |
5035807d-f445-4306-b7f3-18c75465eefd | Clause:
The Company and each of its Subsidiaries (i) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) has all necessary powers, licenses, authorizations, consents and approvals required to carry on its business as now conducted and to ow... | Label: Existence |
31ba1fac-c9d8-41eb-b58a-9e2a046338d6 | Clause:
This Third Amendment shall be governed by, and construed in accordance with, the laws of the State of Illinois, without regard to the principles thereof relating to conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Governing Laws |
5fcbc5a3-94d4-4c3a-941d-3ef318ab575a | Clause:
All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, overnight courier service, electronic mail or facsimile to the address, electronic mail address or facsimile number set forth in the signature pages hereto, but any... | Label: Notices |
d3c28486-e914-4f5d-bb78-9ea716ec133c | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
db3ed2f2-c3a5-4263-8b62-dd478d9c9ab4 | Clause:
During the Period of Employment, the Executive shall serve as Executive Vice Chairman of the Board of Directors of the Company and as Executive Vice Chairman of NewCo (the “ Position ”). The Executive shall perform all duties and accept all responsibilities incident to the Position as may be reasonably assigned... | Label: Duties |
76285767-ffe9-4501-b59c-ddbecadd523b | Clause:
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, .pdf or other electronic means shall be effective a... | Label: Counterparts |
6f766030-eb77-422e-ab2b-fe835a661e3e | Clause:
Subject to the provisions of Article VI below, sell, transfer or pledge JV Member’s interests in the Company or any Subsidiary.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Assignments |
b613c032-5c51-4414-96de-e3f6e330d8cd | Clause:
As of the Closing Date, Schedule 3.15 sets forth the name and jurisdiction of incorporation of each Subsidiary with assets of $25,000,000 or more and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party. KGE has no outstanding rights, warrants, options or convertibl... | Label: Subsidiaries |
8ddb6d5e-f721-48f8-94eb-058ceb9f11a3 | Clause:
Each of the parties hereto submits to the jurisdiction of any state or federal court sitting in New York, New York, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court and hereby ... | Label: Jurisdictions |
9a43ff25-91b6-4d03-973a-e3fa1fa8172e | Clause:
Interest on the balances of the Members’ capital related to the Members’ GP-Related Member Interests (excluding capital invested in GP-Related Investments and, if deemed appropriate by the Managing Member, capital invested in any other investment of the Company) shall be credited to the Members’ GP-Related Capi... | Label: Interests |
47c06d19-32a8-4cf5-9caf-5dc1ef30f1ef | Clause:
This Side Letter Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts will be deemed an original, will be construed together and will constitute one and the sa... | Label: Counterparts |
c32546f6-a528-4e67-a1a2-80ba28f17b15 | Clause:
Commencing on the Effective Date, the Company agrees to employ the Employee during the Term specified in Paragraph 2 hereof, and the Employee agrees to accept such employment, upon the terms and conditions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Employment |
314b958d-e4f3-4c57-b691-aeefb5d9eb12 | Clause:
This Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, but not limited to, the Executive’s heirs, the Executive’s guardian in the event of the Executive’s disability, the personal representatives of the Executive’s estate and any successor ... | Label: Assignments |
f35f90bc-c436-4856-a5f9-ca9db0b07a41 | Clause:
The Borrower will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence in its jurisdiction of organization and the rights, licenses, permits, privileges and franchises material to the conduct of its business unle... | Label: Existence |
834d84c3-9dcd-4b60-84f1-3280eae94203 | Clause:
All notices, requests and other communications hereunder shall be in writing and shall be deemed to have been duly given at the time of receipt if delivered by hand or communicated by electronic transmission, or, if mailed, three days after deposit in the United States mail, registered or certified, return rece... | Label: Notices |
d237a590-07f3-4617-8fe9-898f243c43c4 | 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, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the p... | Label: Successors |
b53be097-fbfc-4170-83ad-69b5813679bb | Clause:
Each Agent and Lender agrees to take normal and reasonable precautions to maintain the confidentiality of information provided to it by the Borrower or any Subsidiary in connection with this Agreement (and, if delivered after the date of this Agreement, designated in writing as confidential); provided , however... | Label: Confidentiality |
a2510ad4-656b-4120-819c-f1d1567c0375 | Clause:
If there are such Vested RSUs on the Participant's death, within thirty days of the Participant's death, the Company will pay to the person entitled by will or the applicable laws of descent and distribution to such Vested RSUs the Settlement Amount for each such Vested RSU.
Task: Classify this clause into ONE... | Label: Death |
cdb03a70-9177-4256-9fef-6ad1ffa325ba | Clause:
Upon a Change in Control, the Participant will have such rights with respect to the RSUs as are provided for in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Change In Control |
35ebaa0c-906a-4d57-a1c3-5d72f351947f | Clause:
None of Holdings, the Parent Borrower or any other Restricted Subsidiary will enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, (x) with any Affiliate unless such transactions are otherwise permitted under this Agreement... | Label: Transactions With Affiliates |
d7b51aad-139a-4fe6-ab88-7b77e8a7bca7 | Clause:
This Agreement may be amended or modified by the Corporation at any time. Notwithstanding the foregoing, no amendment or modification that is adverse to the rights of Grantee as provided by this Agreement shall be effective unless set forth in a writing signed by the parties hereto.
Task: Classify this clause ... | Label: Amendments |
62a1663a-2e82-4913-875e-d8c97e687c8b | Clause:
The Company shall deduct from the any amount payable to the Executive pursuant to this Agreement, including pursuant to Section 7 of the restricted share award notice, the amount of all applicable federal, state, local and other taxes as required by law.
Task: Classify this clause into ONE of these types (exac... | Label: Tax Withholdings |
81a63eaf-b199-4c00-b73f-8d557fc6ad32 | Clause:
Except as otherwise expressly set forth herein, this Agreement together with the Registration Rights Agreement and the Subscription Agreements embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, ... | Label: Entire Agreements |
18487164-ff99-442a-855d-3e4bbe83b979 | Clause:
In the event that at any future time it is determined by an arbitrator or court of competent jurisdiction that any covenant, clause, provision or term of this Agreement is illegal, invalid or unenforceable, the remaining provisions and terms of this Agreement shall not be affected thereby and the illegal, inval... | Label: Severability |
f0d96d32-73f1-46d8-861d-163a2cd8b6e6 | Clause:
The Award shall be subject to the following service vesting requirement: the Director must continuously serve as a member of the Board of Directors of the Corporation through February 28, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Vesting |
da5c07d7-1f2b-486e-9ccc-f8b8975265be | Clause:
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 7.04 hereof. Delivery of an executed counterpart to this Agreement by facsimile transmi... | Label: Counterparts |
a2823d9d-c5cf-47f8-bbe2-551c34d041e7 | Clause:
The terms and conditions of this Article II will survive the expiration or earlier 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, Aut... | Label: Survival |
eb213dc6-e19e-4616-bff3-33815a6d9525 | Clause:
The validity, construction, interpretation, and effect of the Plan and Grant Instruments issued under the Plan shall be governed and construed by and determined in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of laws provisions thereof.
Task: Classify this... | Label: Governing Laws |
16e3fbd3-ad22-408d-88a1-6fa5fe232146 | Clause:
There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower or any Subsidiary of the Borrower at law or in equity before any Official Body which individually or in the aggregate could reasonably be expected to result in any Material Ad... | Label: Litigations |
90c043e0-d86e-4970-9f98-483adcf61ad3 | Clause:
The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with such party’s obligations hereunder, and any custom or practice of the parties at variance... | Label: No Waivers |
61bc9125-f02d-475e-bdac-aaadee901bf7 | Clause:
No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information, budgets, estimates and information of a general economic or industry nature) to any Agent or any Lender in connection... | Label: Disclosures |
49eec24a-74f9-492a-a507-7cf1b0a0507e | Clause:
The Company shall promptly reimburse the Executive for his actual out‑of‑pocket expenses incurred in carrying out his duties hereunder in the conduct of the Company's business, which expenses shall be limited to ordinary and customary items and which shall be supported by vouchers, receipts or similar documenta... | Label: Expenses |
5b2d8180-699a-4441-ab71-f871c16b408b | Clause:
All payments by Seller or Buyer to the other party pursuant to this Agreement shall be made by wire transfer of immediately available funds in U.S. dollars.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Payments |
35d68ed5-ecd7-43b6-9d9c-d3a7c0865ade | Clause:
All notices and communications hereunder shall be in writing and given to Grantor and to the Beneficiary as provided in the Indenture.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Notices |
5ab9555d-3ca8-4fca-bc0f-d40c402b4777 | Clause:
All representations and warranties made by POM in this Agreement shall be true and correct on and as of the Closing Date as if again made by POM, as applicable, on and as of such date and insofar as any inconsistency or inaccuracy does not or will not have a Material Adverse Effect, except insofar as the repres... | Label: Representations |
1b85be55-18b2-4dbe-951c-a1640a75348c | Clause:
This Agreement is personal to Executive and, without the prior written consent of the Company , shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
Task... | Label: Successors |
7761a677-0de9-4f4c-9a07-4c355dceb402 | Clause:
In the event the Executive’s employment is terminated by the Company without Cause or due to the Executive’s death, the Executive (or his estate) shall receive the Accrued Obligations, payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following ... | Label: Death |
3894e264-6e53-438c-9324-c34653eb5b7b | Clause:
Except as otherwise provided in this Note, whenever any payment of cash is to be made by the Company to any person pursuant to this Note, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to such Perso... | Label: Payments |
0f75810c-3335-41b9-b421-9755e47a6cf9 | Clause:
Payments and benefits provided under this Agreement are taxable under the laws of the United States and the State of California and will be subject to all required withholdings and court ordered wage assignments and/or garnishments.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Withholdings |
54b5ac3b-ece5-48d8-be8a-6fc0e318db44 | Clause:
Executive's initial base salary as of the Effective Date is $375,000. The initial base salary and any increase is defined as the "Base Salary." The Base Salary is paid in accordance with the Company's normal payroll practices and subject to applicable taxes and withholding.
Task: Classify this clause into ONE... | Label: Base Salary |
69b1aa3c-5ef0-4006-8e2a-bb38f619c6ba | Clause:
The Lender shall have received (i) copies of the financial statements referred to in Section 5.05 and (ii) an annual operating plan and budget of the Borrower and its Subsidiaries on a Consolidated basis, including forecasts, for the fiscal year 2016.
Task: Classify this clause into ONE of these types (exactly... | Label: Financial Statements |
5d8cf111-add4-4148-9726-e9da85633966 | Clause:
The representations and warranties of Seller set forth in this Section shall survive Closing and delivery of the Deed (as hereinafter defined) for a period of twelve (12) months after the Closing Date; provided, however, that the representations of Seller set forth in the sixth sentence of Section 5.1.5 above s... | Label: Survival |
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