id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
872b9625-438b-4645-b6ee-a6e284e57ff3 | Clause:
Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party and each of the Restricted Subsidiaries owns or has the lawful right to use all Intellectual Property used, held for use or otherwise necessary in the conduct of its business, without conflict with any rights of others... | Label: Intellectual Property |
8dd3678f-c343-4423-958e-d2f35de7184b | Clause:
During the Employment Period, the Executive shall receive a base salary (such base salary, as it may be increased from time to time hereunder, the “ Annual Base Salary ”) at the annual rate of $200,000. The Annual Base Salary shall be payable in accordance with the Company’s payroll practices as in effect from ... | Label: Base Salary |
d3a8e078-ec7a-4f9b-9e08-6caf4e78601e | Clause:
(a) Employee shall be employed as Executive Vice President and Chief Lending Officer of the Bank. He shall perform such services for the Corporation as may be assigned to Employee by the Corporation from time to time upon the terms and conditions hereinafter set forth. Employee's services shall be rendered in a... | Label: Employment |
11fe43df-e6fe-4e09-9bc1-6410f4155165 | Clause:
(a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Se... | Label: Existence |
4b362d77-8549-4af9-9a11-7d498353edc4 | Clause:
Each member of the PL Capital Group and Mr. Keefe, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the Other Party would occur in the event any provision of this Agreement were not performed in accordance with such provision's specific terms or were otherw... | Label: Specific Performance |
9b39c8b8-3445-4b8c-8e83-fb10857b5e46 | Clause:
If any term or provision of this Agreement, or application thereof to any person or circumstance, shall be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances, other than those as to which it is held invalid, shall both be unaffecte... | Label: Severability |
eb203e37-d04a-4fe6-8aed-e4a494baaa65 | Clause:
This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulatio... | Label: General |
8661d7bc-8d18-4e27-8db6-fc67fd91c8a8 | Clause:
The execution, delivery and performance of this Agreement and the other Loan Documents to which Borrower and/or Master Tenant is a party by Borrower and/or Master Tenant, as applicable, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in... | Label: No Conflicts |
057af6f5-dbd0-4f9e-b6f2-1b532cba8a0f | Clause:
(a) . In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds to the Executive for all reasonable documented travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the... | Label: Expenses |
c59dc635-bc72-4b5c-8c4a-71f7d6ef0e8a | Clause:
Seller and its Subsidiaries have timely filed all tax returns that are required to be filed by them and have timely paid all Taxes due, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have be... | Label: Taxes |
5a5cb169-476d-463e-b0c7-dbc9469411a1 | Clause:
You agree that the internal law, and not the law of conflicts, of the State of Minnesota, shall govern all questions concerning the validity, construction and effect of this Exhibit A. The exclusive venue for any arbitration or court proceeding relating to this Agreement shall be a state court or arbitration fo... | Label: Governing Laws |
7eaeb784-fa11-427e-8ab1-0caff4326882 | Clause:
In consideration of the severance payments and other benefits described in clauses (b), (c), (d) and (e) of Section 4.3.2 , to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under... | Label: Waivers |
fd967c32-0949-4458-a8e6-92402e2a305d | Clause:
(a) Each US Borrower jointly and severally agrees to pay interest in respect of the unpaid principal amount of each Base Rate Loan from the date of Borrowing thereof until the earlier of (i) such Loan being paid by the US Borrower and (ii) the conversion of such Base Rate Loan to a LIBOR Loan pursuant to Sectio... | Label: Interests |
0cfa5841-c320-4d39-9ff3-7c3c45c37b36 | Clause:
The Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep and maintain all its property in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, with ... | Label: Insurances |
811479d1-47b9-4b69-9348-48685458a423 | Clause:
This Agreement, including the Schedules and Exhibits hereto, and together with the Other Agreements, contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, supersedes all prior and contemporaneous agreements, arrangements and understandings, and shall... | Label: Entire Agreements |
98522441-75cb-4b5b-9978-90d31eae3984 | Clause:
Notwithstanding the provisions of Paragraphs D.10 and D.11, this Agreement shall be governed, construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of law rules or principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Governing Laws |
857f2fa0-459f-43b7-9b13-6d3d8c409742 | Clause:
The Company hereby employs and engages the services of Employee to serve as Chief Financial Officer and Employee agrees to diligently and competently serve as and perform the functions of Chief Financial Officer for the compensation and benefits stated herein. A copy of Employee’s current job description is att... | Label: Employment |
2efd80f4-1e34-4f7f-8c05-9ae68bbad0ac | Clause:
This Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party shall have the right to assign this Agreement to its Affiliates or to a Third Party in connection with: (i) an acquisition (of or by), a consolidati... | Label: Assignments |
b300d9ef-a61c-4f10-85f1-c417c258c1af | Clause:
Executive shall serve as Executive Vice President, Chief Financial Officer and Treasurer of the Company. Executive shall perform all duties and accept all responsibilities incident to such position as may be reasonably assigned to him by the Chief Executive Officer of the Company or the Board of Directors of t... | Label: Duties |
3062ffdb-746b-436e-82c5-4f269d287380 | Clause:
The Company agrees to indemnify each member of the Investment Committee or the Claims Committee who is its employee or the employee of an Affiliated Company against any and all claims, loss, damage, expense, and liability from any act or failure to act unless the same is judicially determined to be the result o... | Label: Indemnifications |
d59ea8cd-e608-412f-9ba2-c5f815b4a868 | Clause:
This Agreement is personal to Consultant and without the prior written consent of the Company shall not be assignable by Consultant other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Consultant’s surviving spouse, heirs, and legal repre... | Label: Successors |
daa55707-2f36-40c5-8727-e5720fb3a04f | Clause:
Borrower is not in default under or with respect to any of its Contractual Obligations that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as expressly set forth on Exhibit A hereto, no Default or Event of Default has occurred and is continuing, ... | Label: No Defaults |
9236aa03-ba32-49a6-b1a7-75421693a3a4 | Clause:
At the end of the Term or any early expiration of this Lease, Lessee agrees to cooperate with Lessor in the transfer of the financial responsibility and operations of the Facility to a new operator or operators, including the good faith negotiation, execution, and delivery of such operations transfer agreements... | Label: Cooperation |
7b7ece3e-9110-436d-8b67-600e1090abea | Clause:
Consultant shall submit to the Company a reasonably detailed invoice for any expenses incurred as set forth in Section 4 of this Exhibit A above. Within forty-five (45) days of receipt of Consultant’s invoice, payment will be made by the Company for all non-disputed invoices.
Task: Classify this clause into ON... | Label: Payments |
4868a7bf-62e9-4646-b244-37ee05cd6045 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 500,000,000 shares of Common Stock, of which approximately 101,741,500 shares are issued and outstanding; and (ii) 50,000,000 shares of of “blank check” preferred stock, par value $0.0001 per share, of which approximately 23,200... | Label: Capitalization |
1be2f66d-3927-48a4-a559-317d7052a785 | Clause:
Subject to Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Seni... | Label: Severability |
ed1f51ab-fff5-41f2-b3cb-4981366b77ae | Clause:
Upon obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent promptly (and in any event within five business days) of: (i) of any event or condition, including, but not limited to, any Reportable Event, that constitutes, or might reasonably lead to, an ERISA Event; or (ii)... | Label: Erisa |
2295858d-b2c4-4561-890e-c42d328820d0 | Clause:
All representations and warranties made in this Agreement or made in any document delivered pursuant to this Agreement by or on behalf of any Party shall survive the execution and delivery of this Agreement and the Closing, regardless of notice of or any investigation or right of investigation made prior to or ... | Label: Warranties |
e3288387-b3c7-457d-b7b8-19092904fac2 | Clause:
This Agreement, together with Section 13 of the Term Sheet referenced in Section 7.7 above , embodies the entire agreement and understanding between the parties relating to the subject matter hereof and there are no covenants, promises, agreements, conditions or understandings, oral or written, except as here... | Label: Entire Agreements |
fff74a0d-3101-4fb7-9d5e-ce022a876c74 | Clause:
Payment of the purchase price shall be determined through negotiations between the Transferor and Party B (including the Designee) in accordance with the applicable laws at the time of the exercise of the Option.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Payments |
6d85255e-5c73-4885-906b-475294ebca7a | Clause:
The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Offering Memorandum in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements or employee benefit plans referred to in, or... | Label: Capitalization |
10acade0-d248-4d2f-aaee-e74f2a50385d | Clause:
Before the filing of and during the Chapter 11 Case, Goodrich shall provide the Noteholder Advisors with drafts of all material motions or applications and other documents Goodrich intends to file with the Bankruptcy Court relating to the Restructuring at least three (3) Business Days before the date when Goodr... | Label: Cooperation |
9cb54829-e49f-41ff-8aab-0b4a7cc35103 | Clause:
As a condition to the receipt of this Option, you must agree to the Non-Competition, Non-Solicitation and Confidentiality Agreement attached hereto as Exhibit A by executing that Agreement. Failure to execute and return the Non-Competition, Non-Solicitation and Confidentiality Agreement within 120 days of the ... | Label: Confidentiality |
9ea8c74c-677b-45be-9308-43980ae30a70 | Clause:
If a Participant suffers a Disability, any current Election Form may be cancelled, provided that such cancellation shall occur by the later of the end of the taxable year of the Participant or the 15th day of the third month, following the date on which the Participant suffers the Disability.
Task: Classify th... | Label: Disability |
8055ac53-c8c0-4af7-b94f-fd6481d5491a | Clause:
The provisions contained herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any and all prior agreements, understandings and communications between the parties, oral or written, with respect to such subject matter, including the Prior Agreement, bu... | Label: Entire Agreements |
01b19f88-4237-4b72-905c-790736e48598 | Clause:
All questions concerning the construction, validity, enforcement, and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Jurisdictions |
b0222fde-d350-40ec-97c2-ad56c469bac0 | Clause:
This Agreement constitutes the entire agreement among the parties and supersedes any prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate to the subject matter hereof, including the consulting agreement between Executive and the Company, dated M... | Label: Integration |
56a8f569-7f2c-4b05-81c1-6b61ecac0d3a | Clause:
On the terms and subject to the conditions set forth herein, the Corporation agrees to continue to employ the Executive as its Executive Vice President of International Operations and Sales for the Term of Employment (as defined in Section 2 ). The Executive does hereby accept and agree to such employment, on t... | Label: Positions |
7aeeca8e-088f-4a6a-8d3b-685d02bfe0e8 | Clause:
Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Non-MSB Subsidiary as would be obtainable by the Borrower or such Non-MSB Subsidiary at the tim... | Label: Transactions With Affiliates |
99cfc02c-3018-453f-9d69-a8237541eac2 | Clause:
In the event that your employment with the Company or its subsidiaries or affiliates is terminated due to death after December 31, 2016, but prior to the end of the Service Period, shares of Stock shall be issued on a prorated basis based on actual performance as determined at the first Committee meeting follow... | Label: Death |
4400ce3a-26ee-4de6-99a1-5476c65d8abd | Clause:
Amounts of funding at each step below will be requested by itemization in a “Funding Request Report” in the form attached hereto as Exhibit E, provided to Wright Medical by Plaintiffs’ Counsel. A Funding Request Report will identify Eligible Claims that have satisfied requirements for payment of any or all of 1... | Label: Payments |
8faeda5f-d94c-4420-9a32-065a8dd91e0d | Clause:
The term of this Agreement (the “Term” ) shall commence on the effective date of this Agreement and shall continue until the date upon which Final Completion is achieved, unless this Agreement is earlier terminated pursuant to the provisions contained in this Agreement.
Task: Classify this clause into ONE of t... | Label: Terms |
d283721f-8679-4ae6-9d77-5d7c544294d9 | Clause:
EACH LOAN PARTY AND LENDER EACH HEREBY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS,... | Label: Waiver Of Jury Trials |
0aa3a51f-8691-41dd-8db7-874951584275 | Clause:
None of the Borrower or any Subsidiary will sell, lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are a... | Label: Transactions With Affiliates |
585082ed-f172-406b-8559-732c67916377 | Clause:
This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The parties hereto hereby irrevocably and unconditionally (i) agree that any action or proceeding arising... | Label: Governing Laws |
c7e3a7fd-68af-4878-baa6-a8249b1cacba | Clause:
Notwithstanding any other provision of this Section 8.5 , the Managing Member may keep confidential from the Non-Managing Members, for such period of time as the Managing Member determines in its sole and absolute discretion, any information that (i) the Managing Member reasonably believes to be in the nature o... | Label: Confidentiality |
a247dfa0-03c7-47c2-bdfe-bfac4a9465bd | Clause:
During the Term, the Company shall pay to the Executive for the performance of his duties under this Agreement an annual base salary of $915,000 per year (the “ Base Salary ”), payable in accordance with the Company’s normal payroll practices. The rate of the Executive’s Base Salary will be reviewed and adjuste... | Label: Base Salary |
0399ced1-9655-4dfa-b02e-c669abcbdeef | Clause:
Each of the Administrative Agent, the Lenders and each L/C Issuer agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it... | Label: Confidentiality |
307cc987-51c1-453e-a357-5953f989337e | Clause:
The Agreement shall be construed by and enforced in accordance with the laws of the State of Florida .
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, Aut... | Label: Governing Laws |
01c59ce6-f5af-46fe-ba63-832193b32b77 | Clause:
Pursuant to Article 20 of the Plan, the Committee shall have the power and right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any federal, state and local taxes (including the Grantee’s FICA obligations) required by law to be withheld with respect to thi... | Label: Tax Withholdings |
886022ee-69df-4ce2-adce-4383e22e7246 | Clause:
Any reportable event (as defined in Title IV of ERISA) which might constitute grounds for the termination of any retirement plan of Borrower or for the appointment by the appropriate regulatory body of a trustee to administer any such retirement plan shall have occurred and be continuing for thirty (30) days af... | Label: Erisa |
cfbfdf14-5ac9-48ae-ac6f-25c0bf6e4b67 | Clause:
The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided however , that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.
Task: Cl... | Label: Assignments |
be6cede8-e60e-4063-8b8d-7b42b671a1aa | Clause:
In the event that a dispute regarding benefits arises between the Plan Administrator and Participants and such dispute is resolved through arbitration or litigation in court, the prevailing party(ies) shall be entitled to their reasonable attorneys’ fees and costs incurred in such action.
Task: Classify this c... | Label: Costs |
489ce94e-1c92-459a-a067-068df49115b0 | Clause:
Neither the Borrower nor any of its Restricted Subsidiaries is in default in any material respect under or with respect to any contract, agreement, lease, or other instrument to which the Borrower or any Restricted Subsidiary is a party. Neither the Borrower nor any of its Restricted Subsidiaries has received a... | Label: No Defaults |
c56b9b94-2d0d-4076-8a0b-0e165a168ea3 | Clause:
During the Employment Period through September 11, 2017, the Company shall pay the Employee a base salary at the rate of $175,000 per annum (the "Base Salary"), to be paid in accordance with the normal payroll practices of the Company. The Base Salary shall be increased to $185,000 per year on September 12, 20... | Label: Base Salary |
b10a1a8f-fc44-410c-8c5f-52546acd0e7f | Clause:
No Credit Party will create, incur, assume or suffer to exist any Lien on any of its assets, except for Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Liens |
83b545a1-fe04-44e9-a572-83faa5732113 | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed received (a) on the date of delivery if delivered personally and/or by messenger service, (b) on the date of confirmation of receipt of transmission by facsimile (or, the first Business Day following such receipt if (i) the d... | Label: Notices |
c26c1ba3-cf5c-4fe0-87fd-8861b5a2bdb9 | Clause:
The execution, delivery and performance by the Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation by the Buyer of the transactions contemplated hereby and thereby, do not, and will not (1) result in a violation of any provision of its articles of incorporati... | Label: No Conflicts |
a9ef67b0-8a11-4625-8d06-3014e04d9be6 | Clause:
All late payments of any amounts due under this Agreement shall bear interest from the date due until paid at four percent (4%) interest or at prime plus three percent (prime + 3%) whichever is the largest.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Interests |
f7392429-765a-483b-b3e7-b7ce5cef6a04 | Clause:
Schedule 3.15 sets forth a complete and correct list of all insurance policies maintained, owned or held by the Company relating to the Property or for which the Company is obligated to pay all or a part of the premiums, true and complete copies of which have been made available to the Purchaser Parties prior t... | Label: Insurances |
ce7356f9-65d9-4a13-b2e5-d3d40696aaa9 | Clause:
Within five (5) business days following the Effective Date of this Agreement, MusclePharm shall pay to Capstone cash in the amount of Eleven Million Dollars (US $ 11,000,000) (“ Cash Amount ”) by wire transfer into the account designated in the wire transfer instructions attached hereto as Exhibit A .
Task: Cl... | Label: Payments |
ece24277-6b72-48a9-b30b-34db29284bb0 | Clause:
For as long as Purchaser is obligated to make Royalty Payments, within thirty (30) days after the last day of each calendar quarter, Purchaser will deliver to Spectrum a report of Net Sales of each Licensed Product by Purchaser, its Affiliates and Sublicensees during the preceding quarterly period (any such per... | Label: Payments |
6a7a1e92-9e38-49fc-965b-175615ee9450 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execu... | Label: Confidentiality |
bf17e452-a2b4-42b8-9c87-d9a0b5e2b14a | Clause:
Tenant shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each of the Indemnified Parties from and against any and all Losses, including, but not limited to, all Costs of Remediation (whether or not performed voluntarily), arising out of or in any way relating to any Envi... | Label: Indemnifications |
d014bf05-44c7-463a-9619-3f64ddffd081 | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, accruing at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Commitment is termi... | Label: Fees |
d6875ace-11d0-49a2-8338-32af59cd088f | Clause:
The waiver by the Tribe of, or the failure of the Tribe to take action with respect to, any breach of any term, covenant, condition, provision, restriction, or reservation herein contained shall not be deemed to be a waiver of such term, covenant, condition, provision, restriction, or reservation or subsequent ... | Label: Waivers |
ae6ecb66-92f0-4fcf-af26-ace71bb46718 | Clause:
This Agreement may be amended from time to time by the Board in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a materially adverse effect on the Award Shares as determined in the discretion of the Board, except as provided in the Plan or in a written do... | Label: Amendments |
d6df10d5-a539-48f7-b4cc-ef34ef71cfb3 | Clause:
No consent, approval, authorization or order of, registration or filing with, or notice to any Governmental Authority or court is required under applicable law in connection with the execution, delivery and performance by each Seller, Guarantor and each Seller Party Subsidiary of each Program Agreement.
Task: ... | Label: Approvals |
f5327fb6-3219-48ae-a758-8b3755a0ce86 | Clause:
This Agreement (including any exhibits hereto, the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement, dated August 29, 2016, between the Company and Parent (the “ Confidentiality Agreement ”) and the Clean Team Confidentiality Agreement, dated October 17, 2016, betwee... | Label: Entire Agreements |
81a09e13-236b-4126-9b4f-fa131a171382 | Clause:
If, at any time commencing on the date which is twelve (12) months prior to the Initial Expiration Date or any Expiration Date for a Renewal Term, 50% or more of the square feet of the Improvements are so damaged or destroyed by fire or other casualty that they are rendered substantially untenantable, Lessee sh... | Label: Terminations |
13b6c8f8-6e04-48b4-a999-a3b7a19aafce | Clause:
The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so), ratably according to their respective Proportionate Shares in effect on the date on which indemnification is sought under this Section (or, if in... | Label: Indemnifications |
1c31ba79-553f-4147-b046-2c0b012f0bda | Clause:
Grantor will comply promptly with all laws, ordinances, regulations and orders of all public authorities having jurisdiction over the Property relating to the use, occupancy and maintenance thereof, and shall upon request promptly submit to the Bank evidence of such compliance. Nothing herein shall be deemed to... | Label: Compliance With Laws |
fe45cf62-30de-4f32-990c-834ff8cd88ad | Clause:
With respect to events or circumstances relating to the Acquired Assets, Assumed Liabilities or the Transferred Employees that occurred or existed prior to the Closing that are covered by Seller’s occurrence-based liability insurance policies and any workers’ compensation insurance policies and/or comparable wo... | Label: Insurances |
6a6e0f5d-bac3-4ca7-aaf4-d6abe0e2fc2d | Clause:
The Company intends that that all payments and benefits under this Plan will either comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations and guidance promulgated thereunder (collectively “ Section 409A ”), and, accordingly, to the maximu... | Label: Interpretations |
961c34b9-9923-4174-946f-07d9914fce44 | Clause:
A duly executed and acknowledged bill of sale and assignment for the Documents, conveying and assigning to Buyer all of the Documents in the form of Exhibit D attached hereto (the “ Bill of Sale ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Assignments |
d491e93d-fb55-441e-93b3-8dde86fecd51 | Clause:
Eligibility in the Plan is limited to Executive Officers and Key Managers who are key to the Company’s success as reviewed and approved on an annual basis. The Compensation Committee will review and approve Participants nominated by the Chief Executive Officer. An employee hired or promoted into an eligible pos... | Label: Participations |
fe7ac81c-ab1c-46e5-9621-c2fc7a5f60fa | 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 (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that none of the Borrowers may assign, delegate or otherwise t... | Label: Successors |
a8999406-671e-4b1f-a073-d6ba700c0189 | Clause:
This Agreement and the rights and obligations of Assignor and Assignee hereunder shall be binding upon and inure to the benefit of Assignor and Assignee und their respective successors, assigns, heirs, executors, administrators, and personal representatives, shall be governed by and construed in accordance with... | Label: Miscellaneous |
c67c3d3e-79fd-4ad6-9c20-4705d3916726 | Clause:
The Company may not, without the written consent of the Executive, use and display, by the Company and its agents, representatives and licensees, the Executive's name, voice, likeness, image, appearance and biographical information in, on or in connection with any pictures, photographs, audio and video recordin... | Label: Publicity |
7260f389-4372-4df6-a296-6d2bc9465647 | Clause:
Bank of America shall be satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties and their subsidiaries. The Administrative Agent shall have received copies of insurance policies, declaration pages, certificates and endorsements of insurance or insurance binders... | Label: Insurances |
059aff00-6dcb-40e6-960e-9dd5000ae5e4 | Clause:
Such Seller is the record and beneficial owner of the outstanding Shares set forth opposite such Seller’s name on Annex I hereto, and such Seller has good and marketable title to such Shares, free and clear of all liens and encumbrances. Such Seller has full right, power and authority to transfer and deliver to... | Label: Titles |
b2f7d749-c21b-47ba-b2f8-223a388f27e1 | Clause:
On the Termination Date, the Company will pay you $________ (less all applicable withholding taxes and other deductions). This amount represents all of your salary earned through the Termination Date and all of your accrued but unused vacation time and one week of severance pay. You acknowledge that, prior to t... | Label: Vacations |
235cf280-8042-4e0a-9476-3433061a8b15 | Clause:
Section 2.19(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all insurance policies maintained by the Target Companies. The Company has made available to the Purchaser true, correct and complete copies of such insurance policies, including all amendments, waivers, suppleme... | Label: Insurances |
122559b5-7cfb-4123-8281-719d9be93c49 | Clause:
This Agreement may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument.
Task: Classify th... | Label: Counterparts |
bdb354ab-d29c-48cf-b2c8-6dee6fe386f5 | Clause:
No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of t... | Label: Miscellaneous |
3ff145a8-cbc0-4c00-9d5e-32b7f93ab811 | Clause:
The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1 – 16 and the Federal Rules of Evidence. The arbitrators shall apply the substantive law of the State of Pennsylvania, without reference to provisions relating to conflict of laws. The arbitrators shall not have the power ... | Label: Applicable Laws |
a80abc5e-7068-45cd-ac98-ef0e61e4562c | Clause:
In the event of default or breach by any party, any and all remedies set forth in the above paragraphs are intended to be non-exclusive, and any party may, in addition to said remedies, seek any additional remedies available either at law or equity.
Task: Classify this clause into ONE of these types (exactly o... | Label: Remedies |
9cf738fd-080d-4364-8326-7d9cfa26e134 | Clause:
This Second Amendment (a) will be construed and enforceable in accordance with the laws of the State of Illinois, without application of its choice of law rules; (b) will be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns; and (c) may be modifie... | Label: Governing Laws |
5f93bf32-a828-438d-aa5b-7d6c2bd4678c | Clause:
(a). (a) IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE ... | Label: Terminations |
7f352e9f-0982-440c-a88e-cfbc5439ee22 | Clause:
This Agreement is governed by and will be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Governing Laws |
08982c1d-3686-4418-99b7-ffabf08309b8 | Clause:
The Company and each of its Subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company believes to be prudent and customary in the businesses and locations in which the Company and the Subsidiaries are engaged. None of the Company ... | Label: Insurances |
7f70b6c0-6298-4b12-ae84-afe6e3acf71f | Clause:
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to t... | Label: Notices |
86f375dd-69d7-445d-92dd-0d4a60776b4b | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Governing Laws |
83206f7a-ca57-43d1-afda-1babe6844cb1 | Clause:
Without limiting Article VI , Officers and employees of the Company shall, in their capacities as such, be expected to perform their duties and make decisions in furtherance of the best interests of the Company, regardless of whether such Officers or employees are designated or seconded by a particular Member o... | Label: Duties |
0d04047d-31bf-40bf-82f3-99a5ce258c80 | Clause:
The Company is not in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it is or its property is bound, and neither the execution, ... | Label: No Defaults |
217b7909-d435-4693-af20-0900bc3f409b | Clause:
Against Liabilities, etc .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capital... | Label: Indemnity |
7c1af2d0-6ca8-41a5-ba9b-91216c3fd4a7 | Clause:
There is no Action or any administrative or other proceeding by or before any Governmental Entity pending or, to the Knowledge of Buyer, threatened, against Buyer that would reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated... | Label: Litigations |
d273ea7b-d78d-49a9-bb31-2549e40d1fa5 | Clause:
This Agreement shall be construed and interpreted in accordance with, and governed and enforced in all respects by, the laws of the State of [State where Property is located].
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Governing Laws |
beccab96-255c-41b3-b1ed-655fbfd5b49c | Clause:
The parties hereto agree that the Company would suffer irreparable harm from a breach by the Executive of any of the covenants or agreements contained herein. Therefore, in the event of the actual or threatened breach by the Executive of any of the provisions of this Agreement, the Company may, in addition and ... | Label: Remedies |
699a974b-8d2e-4e08-beef-6b9acf02f9c4 | Clause:
This Agreement is made in the State of Ohio and the validity, construction, interpretation, and enforcement of this Agreement, and the rights of the parties thereunder shall be determined under, governed by, and construed in accordance with the internal laws of the State of Ohio, without regard to principles of... | Label: Governing Laws |
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