id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f09b8f03-058e-42a1-948e-1a1cb37e996c | Clause:
The Executive shall be entitled to six (6) weeks of paid vacation in each calendar year, and shall also be entitled to all paid holidays afforded by the Company to its management employees, all in accordance with applicable Company policies.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Vacations |
5507b344-7491-4e90-9379-e3c0f8825362 | Clause:
If any term, condition, or provision of this Agreement or the application thereof to any party or circumstances will, at any time or to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term, condition or provision to parties or circumstances other than those to... | Label: Severability |
8e4ec2da-d5c8-4603-ba96-f87b0cfb895a | Clause:
Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, that m... | Label: Entire Agreements |
c26edef7-9687-4fe4-bf35-b22e1d42c697 | Clause:
In connection with any Secondary Market Transaction, severance or other transaction permitted pursuant to this Article 9 , the Borrower Parties shall pay their own expenses (including legal fees) incurred in connection therewith (including with respect to executing any documentation, or providing any Updated In... | Label: Expenses |
eeb35b2e-6e3f-43a6-be6a-475709ada5dd | Clause:
SUBJECT TO SECTION 9. 4 BELOW, TENANT HEREBY WAIVES AS TO THE LANDLORD AND OTHER LANDLORD-RELATED PARTIES (AS DEFINED BELOW), AND HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD, AND ANY OFFICER, DIRECTOR, OWNER, PARTNER, EMPLOYEE, AGENT, CONTRACTOR, PROPERTY MANAGER OR OTHER AUTHORIZED REPRESENTA... | Label: Waivers |
72fe4770-41c6-4ba8-9d84-2c24a9465ab9 | Clause:
This Agreement (including the Schedules and the documents referred to herein) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements or representations by or between the Parties, written or oral, that may have related in any way to the subject matter hereof.
Ta... | Label: Entire Agreements |
578c2d56-097c-489b-850a-223474093209 | Clause:
Upon a Change in Control, the Employee shall be fully vested in, and entitled to receive a release in respect of, the total number of Restricted Shares subject to the Award, the Restriction Period shall immediately expire and the release in respect of the Restricted Shares subject to the Award shall be made in ... | Label: Change In Control |
d4868a99-e083-41f8-b4b8-efc4e73b0c16 | Clause:
The Company shall indemnify, hold harmless and exonerate, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the fullest extent permitted by Delaware law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Delaware law sh... | Label: General |
5fd5c39f-1b6d-4e67-a3a4-ddf50e713d7c | Clause:
Each party to this Agreement, from and after Closing, upon the reasonable request of any other party hereto and without further consideration, shall (a) execute and deliver to the requesting party such documents and further assurances and (b) take such other actions (without cost to the requesting party) in ord... | Label: Further Assurances |
ab8af29c-eaa5-470c-b260-af1085c74d84 | Clause:
Seller hereby represents and warrants the following matters to Purchaser as of the Effective Date (or such other time as provided herein) and Purchaser acknowledges and agrees that the representations and warranties contained herein are made solely by Seller and in no event shall be deemed to have been made by ... | Label: Representations |
9df24be0-83d0-4a99-9b1c-2a4e67f5bc3c | Clause:
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY.
Task: Classify this clause ... | Label: Waiver Of Jury Trials |
b8a9b98f-e995-47de-b7ab-7ba43ed71d43 | Clause:
As of the Cutoff Date, the 2016-2 Lease Agreement is not a Liquidated Lease, a Defaulted Lease or a Delinquent Lease and, except as permitted in this paragraph, to the best of the Seller’s and Servicer’s knowledge, no default, breach, violation or event permitting acceleration under its terms has occurred; and ... | Label: No Defaults |
72f69423-5240-4116-81ce-d1fdc22e2813 | Clause:
In the event that any provision or portion of this Award Certificate shall be determined to be invalid or unenforceable for any reason, in whole or in part, in any jurisdiction, the remaining provisions of this Award Certificate shall be unaffected thereby and shall remain in full force and effect to the fulles... | Label: Severability |
90887726-9304-42f8-810d-da0b5f769589 | Clause:
All of the Restricted Shares granted hereunder shall Vest and be deemed earned on January 1, 2017. Vesting of the Restricted Shares granted hereunder is conditioned upon Recipient’s continued service with the Company as a member of the Board of Directors through and including the Vesting Date.
Task: Classify ... | Label: Vesting |
2f49ae8f-8710-4163-bb9d-793a191b537e | Clause:
Notwithstanding any contrary provision of this Agreement, the Members acknowledge and agree that the reasonable expenses and charges incurred directly or indirectly by or on behalf of the Manager in connection with its obligations under this Section 8 will be reimbursed by the Company to the Manager.
Task: Cla... | Label: Expenses |
33d9775a-6f3f-4fe9-97e8-1e3ecca2ee6a | Clause:
Except as set forth in the SEC Documents, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors) that is ... | Label: Transactions With Affiliates |
c60052ed-6ea4-4393-8342-f4b928e73fcc | Clause:
The proceeds of the Revolving Loans will be used only for the general corporate purposes specified in the introductory statement to this Agreement or, in the case of Incremental Revolving Loans, in the applicable Incremental Revolving Credit Assumption Agreement and for refinancing the Existing Credit Agreement... | Label: Use Of Proceeds |
1c0fd76a-21b7-43d9-bf84-a65f276bc810 | Clause:
This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party shall constitu... | Label: Counterparts |
e50aa13e-e523-4b23-875c-4cd53915bb9e | Clause:
Any dispute regarding the interpretation of this Agreement shall be submitted by the Holder or by the Company forthwith to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on all parties .
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Interpretations |
88cf8301-4c8b-4e17-b6cc-905eec77b2d5 | Clause:
This Amendment contains the entire agreement of the parties with respect to the subject matter hereof and all prior negotiations, understandings or agreements between the parties with respect to the subject matter hereof are merged herein. This Amendment may be executed in counterparts each of which shall be a... | Label: Miscellaneous |
ddb499ee-ca83-495e-9c4f-0a9b4c31f294 | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of laws. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proc... | Label: Governing Laws |
9583835f-8b3c-4e41-8bb3-7467a7aa0be9 | Clause:
Borrower has full power and authority to enter into this Agreement, to borrow funds as contemplated herein, to execute and deliver this Agreement, the Note and other Loan Documents executed and delivered by it, and to incur the obligations provided for herein, all of which have been duly authorized by all prope... | Label: Authority |
6891a972-37c9-4a26-b207-a386317e61bc | Clause:
On the Transaction Settlement Date for each Transaction, the Purchaser shall pay the Transaction Purchase Price to the Seller, the Seller shall convey the related Primary Portfolio Excess Spread on the Transaction Portfolio to the Purchaser and the Seller shall commence servicing the Portfolio Mortgage Loans in... | Label: Closings |
5fa8238a-733f-41f3-93ac-d7aede58cd08 | Clause:
All notices under this Agreement must be in writing and will be deemed properly given (i) on the next business day after deposit for overnight delivery by courier, (ii) 3 business days after mailing, by registered or certified mail, return receipt requested, or (iii) upon confirmation of transmission by facsimi... | Label: Notices |
324a3609-4518-4007-a8fe-a84db7280768 | Clause:
This Agreement may be amended, modified or changed only by a written instrument executed by Executive and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Amendments |
c6a7fcea-ded0-4d64-8ef1-046606f610df | Clause:
The execution, delivery and performance by AFIV of this Agreement (a) are within AFIV’s power and authority, (b) have been duly authorized by all necessary limited liability company proceedings on the part of AFIV, (c) do not conflict with or result in any material breach of any provision of or the creation of ... | Label: Authorizations |
e26908ea-4ece-400a-9956-310ae23d3a81 | Clause:
Each party hereto agrees for the benefit of the other party that it will hold any confidential information received from the other party pursuant to this Agreement or any other Facility Document in strict confidence, as long as such information remains confidential except for disclosure to (i) its Affiliates, (... | Label: Confidentiality |
a9bb1629-bec6-4e82-92ae-a0f49f6b5a35 | Clause:
The Company shall not permit any proceeds of the Notes to be used either directly or indirectly for the purpose, whether immediate, incidental or ultimate, of "purchasing or carrying any margin stock" within the meaning of Regulation U, as amended from time to time, of the Board of Governors of the Federal Rese... | Label: Use Of Proceeds |
8c130dd2-cab8-4255-9895-e9ab3631ebe8 | Clause:
If any part of this Agreement is held to be unenforceable or invalid under, or in conflict with, the applicable law of any jurisdiction, the unenforceable, invalid or conflicting part shall, to the extent permitted by applicable law, be narrowed or replaced, to the extent possible, with a judicial construction ... | Label: Severability |
046c8ef9-53b4-4d7c-a1ac-2ec1fa52c3db | Clause:
Except for CBRE, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Seller. Seller shall be responsible for a... | Label: Brokers |
057b1ec7-54f3-49da-b7a2-b1e7a2ae46db | Clause:
Borrowers shall use the proceeds of Revolving Loans solely for (a) transaction fees incurred in connection with the Financing Documents and the refinancing on the Closing Date of certain Debt, and (b) for working capital needs of Borrowers. No portion of the proceeds of the Loans will be (i) used for family, p... | Label: Use Of Proceeds |
eee0103c-7bec-4ae7-b311-3f745cf0df9a | Clause:
This Amendment and the Supplier Agreement, including the Attachments, exhibits, schedules and other documents referred to therein which form a part thereof, contain the entire understanding of the parties hereto with respect to the subject matter contained herein and therein. From and after the execution of a c... | Label: Entire Agreements |
dbcbab3a-0747-4a46-8323-29d1172d0e91 | Clause:
This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and permitted assigns, including any corporation or entity with which or into which the Employer may be merged or which may succeed to its assets or business, provided , however , that Employee’s obliga... | Label: Successors |
edf57236-e9fe-4355-bdef-5a1587c07f57 | Clause:
The Company agrees to indemnify and hold harmless the Investor and its Affiliates and their respective directors, officers, trustees, partners, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (in... | Label: Indemnifications |
546ce46e-220f-42ee-ba86-79539ef78ac7 | Clause:
On the Effective Date, the Borrower shall have paid the fees required by the Fee Letter dated July 6 , 2016 and all costs and expenses that have been invoiced not less than two (2) days prior to the Effective Date and are payable pursuant to Section 9.04 of the Credit Agreement, together with such additional am... | Label: Fees |
858e6291-a251-4e2a-b8c6-857031e8e4fd | Clause:
This letter (together with the attached Obligations Agreement and Change in Control Agreement) sets forth the entire understanding between the Company and yourself with respect to your employment by the Company. All prior discussions, negotiations, correspondence and other understandings between you and the Co... | Label: Entire Agreements |
7a6d83d4-0994-47c3-a1b4-deb07e14d46b | Clause:
No modification, waiver or amendment of this Agreement shall be effective unless in writing signed by the parties hereto.
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: Amendments |
e26c14ed-764d-4ac6-8124-4eee848eb6f2 | Clause:
The headings in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Headings |
257ec2cd-d090-4695-9d40-af399ff968f4 | Clause:
Maintain and keep in full force and effect the Borrower's existence under the laws of the state of its organization, and continue its business as presently conducted. The Borrower shall not change the legal format under which the Borrower was organized nor sell all or substantially all of its property or merge ... | Label: Existence |
db57aad5-ddf5-44fb-998d-4ab89824062d | Clause:
Each article, section, subsection, paragraph or clause of this Agreement constitutes a separate and distinct undertaking, covenant or provision hereof. If any provision of this Agreement shall finally be determined to be unlawful, such provision shall be deemed severed from this Agreement, but every other provi... | Label: Severability |
8254dca8-d0b6-4226-b96f-e47c5d559f20 | Clause:
Buyer is entitled to withhold from any amounts payable pursuant to this Agreement such amounts as it is required to withhold under applicable tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, such amounts will be treated for purposes of this Agreement as havi... | Label: Withholdings |
42a3bb46-023a-4463-8755-78a21084bfe8 | Clause:
You agree that through February 28, 2018, you will respond in a timely and helpful manner via telephone or email to CSI’s questions regarding your employment with CSI, such as, but not limited to, status of projects, business contacts, location of data, passwords, etc.
Task: Classify this clause into ONE of th... | Label: Cooperation |
eda63230-2fd6-4667-8d09-81f83f627d26 | Clause:
Your past industry experience will count for purposes of determining your vacation eligibility at Mid Pac in accordance with current company policies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Vacations |
4369c4a2-2d58-4ee0-b985-2d87a14f1133 | Clause:
Nothing contained in this Agreement, nor the granting of the Restricted Stock Award hereunder, shall be construed as giving the Participant or any other person any legal or equitable rights against the Company or any subsidiary or any director, officer, employee or agent thereof, except for those rights as are ... | Label: Construction |
e692b5a7-fa59-4da3-9bc4-733170dc31f7 | Clause:
For purposes of determining Lenders’ obligations or rights to fund, participate in or receive collections with respect to Loans and Letters of Credit (including existing Swingline Loans, Protective Advances and LC Obligations), Agent may in its discretion reallocate Pro Rata shares by excluding a Defaulting Len... | Label: Amendments |
1bb733b9-d072-4500-9ea1-ac723a9235d0 | Clause:
No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the e... | Label: No Waivers |
413e916d-fde5-4491-9298-70411ef371e4 | Clause:
Subject to the terms and conditions set forth herein and to the extent that the Borrower, as of the date of any request therefor, maintains an Investment Grade Rating, each Lender agrees that the Borrower may from time to time request the Lenders to submit offers to make loans in Dollars (each such loan, a “ Bi... | Label: General |
706fd667-f371-4b30-b798-22941a92ffb2 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or electronic (e.g., “pdf”) transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clau... | Label: Counterparts |
59c33bcd-9c85-4e41-8b0f-82dde2f90d6a | Clause:
In the event of any change in the shares of Common Stock of the Company as a whole occurring as the result of a common stock split, or reverse split, common stock dividend payable on shares of Common Stock, combination or exchange of shares, or other extraordinary or unusual event occurring after the grant of t... | Label: Adjustments |
c8ecb1e5-a5a1-4d0c-95b3-db585deb6676 | Clause:
Each Loan Party hereby remises, releases, acquits, satisfies and forever discharges the Arranger, the Administrative Agent, the Lenders and their respective agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Arranger... | Label: Releases |
3418e1a1-d097-431b-817d-7f966c3ecc6f | Clause:
Executive expressly represents that he has complied with, reaffirms, and agrees to comply with, his obligations under Section 7(a) of the Employment Agreement, which survive termination of Executive’s employment. Executive agrees to keep the circumstances leading to and negotiations of this Agreement confidenti... | Label: Confidentiality |
47781844-3df4-41ee-8323-a0a41b462817 | Clause:
Neither Company nor Executive shall disparage each other to any third party, including internally within Company by general or mass communication, regarding the professional or personal reputation or character of the other, including the disparagement by Executive of any of Company’s Affiliates and any of the C... | Label: Non-Disparagement |
1ad10845-cc89-47f6-8249-b488e54dcf91 | Clause:
Subject to Section II.A.1(b), the Restricted Stock Units will vest in three equal installments on the first three anniversaries of the Grant Date (each, a “Vesting Date”), subject to Grantee’s continued status as a Service Provider through each such Vesting Date.
Task: Classify this clause into ONE of these ty... | Label: General |
a0327e3a-cefe-42db-bab8-326b288e0b7d | Clause:
Maker hereby waives demand, presentment, protest, notice of nonpayment, notice of intention to accelerate, notice of acceleration, notice of protest, and any and all lack of diligence or delay in collection or the filing of suit hereon which may occur; agrees that its liability under this Note shall not be affe... | Label: Waivers |
970b383b-b4a4-4b98-b45a-8bc70f5d59a3 | Clause:
This Amendment shall be governed by and construed in accordance with the internal laws of the State of Colorado.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Governing Laws |
1a8ff5ba-94a7-471d-a7e4-d26527ef8365 | Clause:
This Agreement may be executed in one or more counterparts, including by facsimile or email, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
Task: Classify this c... | Label: Counterparts |
5f715a47-a7ce-49ba-aad8-e06a08416ce2 | Clause:
All materials developed by ATI Modular for AmericaTowne, if any, will belong exclusively to AmericaTowne, and will be deemed to have been developed and created by ATI Modular for AmericaTowne as “work for hire.” ATI Modular will execute any and all documents necessary to assign and transfer to the AmericaTowne ... | Label: Intellectual Property |
fd986fcd-ecc6-49d6-8677-7f75e3892099 | Clause:
The issuance of Conversion Shares on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required to pay any tax that ma... | Label: Expenses |
d70fe363-948b-445e-a7fd-2681464f1991 | Clause:
The Executive shall have such duties and responsibilities that are consistent with the Executive’s position as the Board determines and shall perform such duties and carry out such responsibilities to the best of the Executive’s ability for the purpose of advancing the business of the Company and its subsidiari... | Label: Duties |
e24ae114-5eb2-47bd-b8a7-da7c931a20e0 | Clause:
Such Investor is the sole owner of the Warrants tendered for exchange under this Agreement, free and clear of any pledges, liens, security interests, claims or other encumbrances of any kind (other than those arising under applicable securities laws).
Task: Classify this clause into ONE of these types (exactly... | Label: Titles |
4052d939-9ab7-4db1-a7bf-8175e68ced1a | Clause:
We anticipate that your first day of employment will be November 30, 2015. This Agreement will be effective as of your actual start date with the Company (the “ Effective Date ”) and will continue through the three (3) year anniversary of the Effective Date (the “ Initial Term Expiration Date ” and such period,... | Label: Terms |
bd34d446-25cd-471c-877e-aa12718210b4 | Clause:
This Agreement (including the Schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof. For the avoidance of doubt, the Securities Purchase ... | Label: Entire Agreements |
02dcfca7-9f11-4b76-9404-6dcec5d5f215 | Clause:
The arbitration provisions of Section 18 of the HRG Agreement are hereby incorporated into this Agreement by reference and shall apply mutatis mutandis to any dispute relating to the terms of this Agreement; provided , however , that in the event of any dispute under this Agreement, the Parties agree to first a... | Label: Arbitration |
58d792a1-8f66-4cd1-b70b-b84398ee229e | Clause:
All distributions under the Plan shall be subject to Participant satisfying any applicable federal, state, local and foreign tax withholding obligations. The Corporation shall have the power and the right to require Participant to remit to the Corporation or deduct or withhold from all amounts payable to Partic... | Label: Tax Withholdings |
9aa54bf4-bea0-40d4-955f-c9dca78128f8 | Clause:
The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the corporate authority of each Credit Party, (ii) have been duly authorized by all necessary corporate action of the each Credit Party, (iii) do not and will not violate any provision of law, statu... | Label: Authorizations |
7b3e2086-7221-4505-880c-841a5830a213 | Clause:
The parties agree that, subject to the terms hereof, the Executive shall serve as Co-Chief Executive Officer of the Company and a member of its Board of Directors, after the Effective Date hereof in accordance with the terms and conditions set out in this Amended Agreement.
Task: Classify this clause into ONE ... | Label: General |
b17ba76c-28b5-449a-8e8b-7952971751ed | Clause:
Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that as a result of any payment or distribution by the Company to or for Executive’s benefit whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “ Payment... | Label: Adjustments |
48813163-9fd9-4be3-bf69-a8def1ef0ebf | Clause:
The right of Licensee or Licensor to terminate this Agreement, as herein above provided, shall not be affected in any way by Licensee’s or Licensor’s respective waiver or failure to take action with respect to any prior default or breach.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: No Waivers |
eb35822d-59c8-4ce6-90cd-4f24f17c4fa2 | Clause:
All insurance policies required to be maintained by Borrower under Section 5.15 shall be in full force and effect with respect to the Projects and Administrative Agent shall have received certified copies of all policies evidencing such insurance (or insurance certificates signed by the insurer or a broker auth... | Label: Insurances |
e8794fb5-267e-4e2e-9c64-db3b9c3d1b6a | Clause:
Painter understands that this Agreement shall be null and void if not executed by him within 21 days of his receipt of the Agreement. This Agreement will become effective on the eighth (8th) day after Painter signs this Agreement, so long as it has been signed by the Parties and has not been revoked by either P... | Label: Effective Dates |
26f9a96e-33ee-4d36-a489-7b9f07e79b91 | Clause:
The Parent and each member of the Controlled Group have fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and have not incurred any liabili... | Label: Erisa |
f44fe177-e26c-44b8-9ae7-e27e3efb63d9 | Clause:
No later than the date as of which an amount first becomes includible in the Participant’s taxable income for federal, state, local or non-U.S. income or employment or other tax purposes with respect to any Purchase Right, such Participant shall pay to the Corporation or Designated Subsidiary, as applicable, or... | Label: Tax Withholdings |
255f4220-ac50-4c11-ad02-21e9047b7ba2 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by exchange between the Parties of electronically transmitted signatures (via facsimile, PDF format via e-mail or other... | Label: Counterparts |
2a44107d-6fa4-44f5-b0e2-ea78f7cd29ca | Clause:
Either Party may assign this Agreement and the licenses herein granted (a) to any Affiliate of such Party without the prior written consent of the other Party, provided that such Party remains fully liable for the performance of such Party’s obligations hereunder by such Affiliate and such Party so informs the ... | Label: Assignments |
1abff6ae-7454-4c5c-8661-4bf48d13c104 | Clause:
There is no Action pending or, to the knowledge of the Company, threatened, which could reasonably be expected to result in a Material Adverse Effect. Neither Company nor any Subsidiary, nor to the knowledge of Company any director or officer thereof, is or has been the subject of any Action involving a claim o... | Label: Litigations |
96c7bad3-5c73-4a0e-9dde-38dc6ab17912 | Clause:
Pledgor will promptly, and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are threatened or pending) or other legal or arbitrable p... | Label: Litigations |
b3c1ba2a-3901-459d-ae05-e728ace5abc5 | Clause:
The effective date of the transfer of the Assets shall be the later of: (A) midnight on September 15, 2016; or (B) the fifth business day after the later of the following to occur: (i) the receipt of any and all Required Approvals contemplated by Sections 4.6 and 5.3 hereof; and (ii) satisfaction of all conditi... | Label: Closings |
5fb12674-e396-42cf-a238-cc8bdb2583bc | Clause:
Notices, consents and other communications provided for herein shall (except as otherwise expressly permitted herein) be in writing and given as provided in Paragraph 13I of the Note Agreement. Communications and notices to any Guarantor shall be given to it at its address set forth in Schedule B hereto.
Task:... | Label: Notices |
75ac5578-cbb5-49da-ae3a-f648402da207 | Clause:
No Borrower or Guarantor or, to Borrower’s knowledge, any other Person within the Borrowing Group is: (a) a Sanctioned Person; (b) controlled by or acting on behalf of a Sanctioned Person; or (c) under investigation for an alleged breach of Sanction(s) by a governmental authority that enforces Sanctions.
Task:... | Label: Sanctions |
2a6ca4c2-bb3b-47ca-a2a7-f22780e40629 | Clause:
The parties agree that failure of any party to perform its agreements and covenants hereunder, including a party’s failure to take all actions as are necessary on such party’s part in accordance with the terms and conditions of this Warrant to consummate the transactions contemplated hereby, will cause irrepara... | Label: Specific Performance |
6376f84b-2f84-44c4-b137-ded76ad728e7 | Clause:
This Agreement amends, restates, supersedes, and replaces in its entirety the Existing Credit Agreement. All obligations of the Borrower under the Existing Credit Agreement shall continue without interruption under this Agreement and all such obligations are hereby ratified and confirmed in all respects. Nothin... | Label: Amendments |
16f9a644-7e90-40ec-b2ba-9b58d2bad29c | Clause:
Subject to the terms and conditions of this Agreement, the Sellers agrees to sell the Shares, and the Purchaser shall purchase the Shares, for a total of Three Hundred Thirty SevenThousand Dollars ($337,000 U.S.) (the “Purchase Price” or “Funds”). This is a private transaction between the Sellers and Purchaser.... | Label: Sales |
a4314287-11b9-4abc-9d15-fdb5b19432dd | Clause:
All payments made by Borrowers hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any de... | Label: Payments |
3af75c2b-f70e-4517-b9fb-0b3da2c47147 | Clause:
All notices, requests and demands to or upon the Agent or any Grantor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement; provided that any such notice, request or demand to or upon any Grantor shall be addressed to such Grantor at its notice address set forth on Sche... | Label: Notices |
9b5baab1-aaa5-4a93-a684-1983e3238526 | Clause:
Each of the Parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (the " Chancery Court ") or, if, but only if, the Chancery Court lacks subject matter jurisdiction, any federal court located in the State of Delaware with respect to any dispu... | Label: Submission To Jurisdiction |
b078e42d-be1e-41b4-a3df-66c0d1461c41 | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provis... | Label: No Conflicts |
fe635886-3f98-4936-8ad4-5869ad88b232 | Clause:
No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by Executive and by a member of the Board, as applicable, or by the respective parties’ legal representatives or successors.
Task: Classify this clause into ON... | Label: Modifications |
d703495a-ab65-4aac-91c6-d0bff916ba43 | Clause:
Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between Borrower, Equity Owner and Lender, or any other parties, pert... | Label: Modifications |
4299c1ca-736c-4f70-bf80-3a370420652e | Clause:
No modification, amendment or addition to this Agreement, or any provision hereof, shall be effective unless reduced to writing and signed by a duly authorized representative of each Party. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or perf... | Label: Modifications |
b75b687f-c173-40c2-a18a-426daffe9c5e | Clause:
An Eligible Borrower may take out a Participant Loan from his Before-Tax Account, After-Tax Account, Rollover Account, and, effective as of January 1, 2013, Roth Account, as provided in this Section 7.5 and the Loan Procedures.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: General |
7b8e2635-31c8-400f-a9e4-b61f57188a14 | Clause:
Servicer (i) is in material compliance with all Applicable Laws, including all applicable AML-BSA Laws, and (ii) is not in violation of any order of any Regulatory Authority or other board or tribunal, except, in the case of both (i) and (ii), where any such noncompliance or violation would not reasonably be ex... | Label: Compliance With Laws |
cccbaa39-40c4-4859-84e1-883e0e5a5e35 | Clause:
Company agrees to provide Executive with an annual base salary of $1,100,000. Beginning on the Start Date, this sum will be paid over the course of twelve (12) months, in increments paid on regular Company paydays, less such sums as the law requires Company to deduct or withhold. Beginning in 2018, Executive’s ... | Label: Base Salary |
2e99a936-55f1-4fe5-82e2-61ccfc808f90 | Clause:
A list of all Registered Intellectual Property of each Credit Party and all in-bound license or sublicense agreements, exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use Intellectual Property (but excluding in-bound licenses of over-the-counter software that is comm... | Label: Intellectual Property |
4c24bd69-9d1e-474a-a481-b22427728078 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, except with respect to matters related to the voting of Company common shares and corporate governance matters (including fiduciary determinations) for which Michigan law shall apply, in each cas... | Label: Governing Laws |
789fbda3-7f20-474a-b77e-1f5acd593379 | Clause:
The Bank by action of the Board of Directors, reserves the exclusive right to amend, modify or terminate this Plan. Any such termination, modification or amendment shall not terminate or diminish any present or future rights or benefits. The Bank shall give thirty (30) days’ notice, in writing, to the Participa... | Label: Modifications |
2bb103c1-e81c-4f87-8274-dee7678761f7 | Clause:
This letter constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect to such subject matter provided that nothing herein shall be deemed to supersede or modify any provi... | Label: Entire Agreements |
ff6008a0-b1a7-48fd-a7e8-85cd69098275 | Clause:
This Agreement may be executed, including electronically, in one or more counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Counterparts |
b1fbd04d-8a75-43dc-8860-025f5f3fe2e9 | Clause:
Each member of the Restricted Group owns, licenses or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, know-how, licenses and all other intellectual property rights (collectively, “ IP Rights ”) that are necessary for the operation of its respective business, a... | Label: Intellectual Property |
1eed2643-3f43-455e-b232-97ff68d58dd1 | Clause:
The headings of the paragraphs and subparagraphs of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Headings |
baf8a0d5-bbd3-4372-b9b8-f07824b6227b | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,... | Label: Severability |
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