id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
821205de-fe1c-4f76-9032-a2b187b36cbb | Clause:
The provisions of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable, in whole or in part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law. If such provision cannot be modified to be enforceable, the provision... | Label: Severability |
b909b329-6e64-410a-a08e-0fd33498499e | Clause:
No Event of Default and no event, condition, act or omission to act, which with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing or will have occurred and be continuing at the time of or immediately after the Closing Date.
Task: Classify... | Label: No Defaults |
83b92a74-a803-4c72-996f-84d4648f09fc | Clause:
Seller and Purchaser shall maintain the terms of this Agreement in confidence, and shall take all reasonable precautions to preserve its confidentiality at all times; provided however that either party may disclose the terms of this Agreement to its employees, agents, auditors and legal advisors who likewise ha... | Label: Confidentiality |
659da0b9-a7ad-472d-88e0-d9a62cc15d7d | Clause:
The Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in New York County, New York over any action or proceeding arising out of or relating to this Agreement, the Obligations or any other Related Writing, and the Borrower hereby irrevocably agre... | Label: Submission To Jurisdiction |
67fcad82-4f32-4ddf-a475-f4f710c211be | Clause:
The Credit Parties shall not use any portion of the proceeds of the Loans, either directly or indirectly, for the purpose of purchasing any securities underwritten by any Affiliate of Lender. In addition, the Credit Parties shall not use any portion of the proceeds of the Loans, either directly or indirectly, f... | Label: Use Of Proceeds |
6f0e3979-11fd-43e1-bf23-72bea09e25fa | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without reference to principles of conflict of laws that would result in the application of any law other than that of the State of New Jersey. In construing this Agreement, if any portion of this Agreement... | Label: Severability |
3aac9d89-591d-4e5a-8312-73b1b05f5931 | Clause:
Notwithstanding any provisions of this Agreement relating to the timing of any benefits or payments, to the extent required to comply with applicable law, including Section 409A of the Code, or to prevent the imposition of any excise taxes or penalties on Company or Executive, the commencement of payment or pro... | Label: General |
6b0861b2-2d45-4c7f-a9eb-f243e1357ab3 | Clause:
The Compensation Committee has the authority to terminate, change, modify or amend the provisions of the IPI at any time in its sole discretion, including during or after the Fiscal Year. Notwithstanding the foregoing, Intuit’s President and Chief Executive Officer, Chief Financial Officer and Senior Vice Presi... | Label: Amendments |
9af53509-48ab-42f3-9ae5-123215a31d52 | Clause:
Employee acknowledges Employee's employment with Employer is special and unique in character and that Employee will acquire special skill and training and gain special knowledge during Employee's employment with Employer, that the restrictions contained in Sections 11, 12 and 13 hereof are reasonable and necess... | Label: Enforcements |
1f034670-84ea-4b71-9100-833995a4681f | Clause:
Neither the Company nor any of its Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or make loans or advances to, any Affiliate of the Company which... | Label: Transactions With Affiliates |
ec85ee18-c150-4a9a-b1e0-38f1b08f7aa2 | Clause:
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Any assignment in contradiction of the above shall be null and void. ... | Label: Assignments |
21687a51-b0cb-4261-9012-ad8d43bfc0ea | Clause:
Each of the Buyer and the Seller hereby agrees to take any and all additional actions and to execute, acknowledge and deliver any and all documents which any other party hereto may reasonably request in order to effect the intent and purposes of the transactions contemplated hereby.
Task: Classify this clause ... | Label: Further Assurances |
2b79f7fe-9062-4233-99e1-5e5146779c6a | Clause:
This Agreement may be executed in any number of counterparts and any Party may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become bin... | Label: Counterparts |
dfe2c478-85a5-4914-b24d-b79e4b0bed2f | Clause:
Schedule 3.16 contains a complete and correct list of all policies of fire, liability, workers’ compensation, property, casualty and other forms of insurance owned or held by Seller or otherwise held for the benefit of the Business as of the date hereof. All such policies are in full force and effect. As of the... | Label: Insurances |
84e79bc7-339d-458e-92e2-5c8fe839bfdc | Clause:
At any time or from time to time upon the request of the Administrative Agent, the Borrower will, and will cause the other Loan Parties to, at its and their expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably requ... | Label: Further Assurances |
1083ce7d-86fe-4478-9305-9798ae59a52c | Clause:
This Agreement, the Asset Purchase Agreement (including the Exhibits and Schedules attached hereto), the other Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and con... | Label: Entire Agreements |
0920f907-8f4a-47cf-8a29-a9626077f95b | Clause:
The Executive will continue to serve as the Senior Vice President, Regulatory Affairs and Quality Assurance of the Company and will have such powers and duties as may from time to time be prescribed by the Company’s President and Chief Executive Officer (the “CEO”) . The Executive shall devote the Executive’s... | Label: Duties |
2dec904a-3d81-4d68-a8fb-9a2dc5657e12 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICABILITY OF ANY LAW OTHER.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Governing Laws |
f6d80c4c-dcef-41ae-9d15-20291f7a0490 | Clause:
The Plan shall become effective on the date the Plan is approved by the Company’s stockholders (the “ Effective Date ”). No Awards shall be granted under the Plan after the expiration of 10 years from the Effective Date, but Awards previously granted may extend beyond that date.
Task: Classify this clause int... | Label: Effective Dates |
6065e4d7-9d3a-4abb-9cf5-fe92effb2978 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before November 30, 2016; ... | Label: Terminations |
f272fd6d-b6d9-42ff-a18e-f409da4078ab | Clause:
Neither the execution or delivery by the Stockholder of this Agreement or any Transaction Document to which the Stockholder is a party, nor the consummation or performance by the Stockholder of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, constitut... | Label: No Conflicts |
3b2543e5-ab7c-4691-a66d-d07fff9f4557 | Clause:
Administrative Agent shall have received from the Lenders, the Parent, the Borrower and each Guarantor, counterparts (in such number as may be requested by Administrative Agent) of this Fifteenth Amendment signed on behalf of such Persons.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Counterparts |
145f3d8d-23cd-40e6-baca-570dc21d176e | Clause:
This Agreement may be executed in counterparts, each of which when signed by the Company or the Optionee will be deemed an original and all of which together will be deemed the same agree-ment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Counterparts |
2764c1f7-700a-409f-89e6-f2bd7120fb18 | Clause:
Neither party may assign all or part of its interest in or to this Subscription Agreement without the consent of the other party in writing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Assignments |
605c117a-0d7a-49cf-addb-464d13533ff6 | 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 the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights an... | Label: Participations |
eb6291d9-527e-45b9-958d-cab7cd4f759f | Clause:
Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligations of any Loan Party to do so) on a pro rata basis (determined as of the time t... | Label: Indemnifications |
38086215-7e7e-4946-84dc-e4ae4c641b36 | Clause:
The termination of the Agreement shall not affect any Loan Party’s, Agent’s or any Lender’s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or inte... | Label: Terminations |
ca78a2d6-0c39-4bfe-ad0e-960118e86239 | Clause:
Employee hereby represents and warrants to the Company that Employee has full power and authority to enter into this Agreement and that the execution of this agreement and the performance of Employee’s duties hereunder will not cause Employee to be in violation of any other agreement, judgment, order, decree, f... | Label: Indemnifications |
9217db29-165d-4479-add0-fd10c5b263c1 | Clause:
The proceeds of the Loans and the Letters of Credit, shall be used (i) to refinance Indebtedness of the Borrowers under the Existing Credit Agreement and (ii) for general corporate purposes of the Borrowers and their Subsidiaries.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Use Of Proceeds |
f5cf3539-386d-4558-a1df-cb4c61940861 | Clause:
Except as set forth on Schedule 11.1.9 attached hereto, there is no litigation, suit, action or administrative proceeding (including but not limited to LAHD, HUD and other housing agencies) pending against the Property, nor to the best of Seller’s knowledge has Seller received any written notice of any threaten... | Label: Litigations |
ef12592b-4589-41d2-a31a-82ff6621bd74 | Clause:
You agree to cooperate with the Released Parties regarding any pending or subsequently filed litigation, claims or other disputes involving the Released Parties that relate to matters within your knowledge or responsibility, including, without limitation, any potential claim or action by the Company. Without li... | Label: Cooperation |
e88df495-11ae-48eb-b844-ec021a77d25d | Clause:
In addition to the indemnification provisions applicable to Executive under the Company’s certificate of incorporation and bylaws, the Company hereby agrees to indemnify, hold harmless and defend Executive, to the maximum extent allowable under Delaware law, from and against any and all claims, liabilities, los... | Label: Indemnifications |
7e1ae7db-cfcd-4d5d-b4de-488a335fe043 | Clause:
This Agreement, including the Joinder and Schedules, contain the entire agreement between the parties pertaining to the subject matter hereof and fully supersede all prior written or oral agreements and understandings between the parties pertaining to such subject matter.
Task: Classify this clause into ONE of... | Label: Entire Agreements |
5d616496-df19-45e4-83ad-9cb133cb6c42 | Clause:
The Restricted Stock Units covered by this Award will be subject to adjustment as provided in Article X of 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, Assigns, ... | Label: Adjustments |
580702b7-c6f7-4093-bdb4-aec1ed1ba86e | Clause:
Each Credit Document constitutes a valid and binding agreement of each Loan Party party thereto, and each Note will constitute a valid and binding obligation of the Borrower when executed and delivered by the Borrower in accordance with this Agreement, in each case enforceable in accordance with their respectiv... | Label: Binding Effects |
f841827b-95c5-4bd5-a369-aa6a71238f42 | Clause:
Owner and Manager each represents and warrants that it is not, and none of its officers, directors, or shareholder (and such shareholder’s trustees and directors, but expressly excluding the shareholders of any indirect owner(s) of Owner if such indirect Owner is a publicly-held REIT or other similar SEC-report... | Label: Warranties |
c919ea7e-5548-482a-9775-3312d8d8dd76 | Clause:
No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that ... | Label: Transactions With Affiliates |
8ff50f1b-ca87-4196-9b0f-fd71b743d1b2 | Clause:
Adequately account for casualty losses with respect to the Improvements from the other assets of Seller pursuant to, and consistent with, its existing program of self-insurance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Insurances |
8b6bc286-a7c4-4ed2-b8ad-0f1bcd6bfc2e | Clause:
Section headings used in this Amendment are for reference only and shall not affect the construction of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Headings |
b1c7c8da-fd9c-4de5-babe-900da90da227 | Clause:
During the Employment Term, Employee shall be entitled to participate in such group term insurance, disability insurance, health and medical insurance benefits, life insurance and retirement plans or programs as are from time to time generally made available to executive employees of the Company pursuant to the... | Label: Insurances |
7c76e8d4-1d0b-4402-ba3e-11ccd1b468ad | Clause:
No covenant, term or condition of this Agreement other than as expressly set forth herein shall be deemed to have been waived by Seller or Purchaser unless such waiver is in writing and executed by Seller or Purchaser, as the case may be.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: No Waivers |
6cc41720-0419-4656-b161-744619d0d6ad | Clause:
(a) (a) The Borrower will pay a fee on the undrawn and unexpired amount of each Letter of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility less the fronting fee set forth in the succeeding sentence, shared ratably among the ... | Label: Fees |
3e725fb5-b99e-4f02-bd25-9a701dc42310 | Clause:
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 5.09 and Section 4.12 of the Security Agreement.
Task: Classify this clause into ONE of these types... | Label: Insurances |
20db48c3-7700-4a8e-87ba-44c4229cfabf | Clause:
This Agreement may be executed through the use of separate signature pages or in any number of counterparts and by facsimile, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.
Tas... | Label: Counterparts |
3cbcb05a-53e4-4993-838e-4e92438f8334 | Clause:
As of the end of any fiscal quarter of Boise Cascade, permit the Capitalization Ratio to be greater than 60%.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Capitalization |
7478facf-3e2e-4f5a-9800-3ecf8260735f | Clause:
Each Local Borrowing Subsidiary hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York state or federal court sitting in the City of New York and any competent court of the jurisdiction under the laws of which such Local Borrowing Subsidiary is organized (the “local cou... | Label: Submission To Jurisdiction |
8ca26a57-1875-45e4-acea-45e0117356d4 | Clause:
Employer will pay the Employer portion of Employee’s group health insurance through September 30, 2014. Employer will not contest Employee’s eligibility for unemployment benefits after the Termination Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Benefits |
a2e9ff68-c7d4-481a-9c18-9459dfadd246 | 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 enfor... | Label: Severability |
212ed821-f763-4fe7-9718-05fd17cb6f32 | Clause:
The individuals signing below represent and warrant that they have the requisite authority to bind the entities on whose behalf they are signing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Authority |
ea19fbbf-37c6-4bd3-b45f-6c67f3062bab | Clause:
Debtor is not in default under or with respect to any of its Indebtedness in any respect which could reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: No Defaults |
ce5be9eb-7f03-4b9e-b6c3-7de9a3f00e58 | Clause:
(a) EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT O... | Label: Jurisdictions |
51e94f0d-5033-4f64-8333-924806d53ed6 | Clause:
The execution, delivery and performance of this Subscription Agreement and the other Sale Documents, and the consummation of the transactions contemplated hereby and thereby do not (i) violate or conflict with the Company’s Certificate of Incorporation, By-laws or other organizational documents, (ii) conflict w... | Label: No Conflicts |
34d138cf-451a-4b22-bbc6-44e7b728e220 | Clause:
This Agreement and the instruments to be delivered by the parties pursuant to the provisions hereof constitute the entire agreement between the parties and supersede all prior agreements, discussions and understanding of the parties with respect to the subject matter hereof, including, but not limited to, the C... | Label: Entire Agreements |
7c427f57-80ea-4868-8b0c-1d6f3921f72f | Clause:
This Agreement constitutes an amendment and restatement of the Original Credit Agreement effective from and after the Agreement Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to any member of the Lender Group under the Original C... | Label: Amendments |
e555dd4a-0a1f-43a8-baf5-0541b440f100 | Clause:
Except as otherwise disclosed in the Disclosure Agreement, there are no claims, actions, suits, or proceedings pending, or to Borrower’s knowledge, threatened against Borrower or Guarantor that would have a Material Adverse Effect on Borrower, Guarantor or any of the Properties.
Task: Classify this clause into... | Label: Litigations |
e1d58b93-054e-4a36-8c28-c1886904e8c5 | Clause:
The Shares may be offered and sold (i) in privately negotiated transactions (if and only if the parties hereto have so agreed in writing) or (ii) by any other method or payment permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act, including sales made directl... | Label: Sales |
c4f34115-352a-420f-97cd-b86b61ea2631 | Clause:
This Assignment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Counterparts |
8e0ae2fe-92c4-47cd-8357-348fe4b22af8 | Clause:
Except as set forth on Schedule 9.1.10 , there are no brokerage commissions, finder's fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Brokers |
4154dce2-11c6-4e01-8ca5-b71d481b01b2 | Clause:
Neither this Agreement nor any certificate, instrument or written statement furnished or made to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order t... | Label: Disclosures |
6737c416-059b-47ca-b161-bbbfc2922a54 | Clause:
Tenant represents and warrants that no broker or agent has represented Tenant in connection with this Thirteenth Modification, other than Jones Lang LaSalle Brokerage, Inc. ("Broker") whose commission shall be paid by Landlord in accordance with a separate agreement between Landlord and Broker. Except as provid... | Label: Brokers |
eaaedad1-5426-49ae-8193-83ea21e1bba0 | Clause:
No Credit Party shall, nor will any Credit Party permit any Subsidiary to directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any ... | Label: Sanctions |
883be219-1936-47f4-bb39-d227e129115c | Clause:
This Guaranty may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and such counterparts shall constitute but one and the same instrument and shall be binding upon each party hereto as fully and completely as if all had signed but one instrument... | Label: Counterparts |
9336a1cf-7b59-4b4c-8eda-5113febb32fe | Clause:
Cessation or termination of Executive’s employment with the Company shall not result in termination of this Agreement. The respective obligations of Executive and the Company as provided in Sections 4, 5, 6 and 7 of this Agreement shall survive the expiration or early termination of the Term of this Agreement.
... | Label: Survival |
01710aa1-c956-438f-a9cf-df61af0c515e | Clause:
This Agreement shall automatically terminate at the later of (i) such time as each of the Stockholder’s rights hereunder have terminated pursuant to their terms and (ii) the date on which the Stockholder Group Owns less than 9.8% of the Class A Common Stock of the Company. Upon such termination, no party shall ... | Label: Terminations |
6975fe17-d832-4762-b19c-591bc1c470c1 | Clause:
The Executive’s annual base salary shall be $180,000 (one hundred eighty thousand dollars and 00/100). The Executive’s base salary shall be reviewed annually and adjusted at the discretion of the Bank’s Board of Directors. The base salary in effect at any given time is referred to herein as “Base Salary;” pro... | Label: Base Salary |
211d4677-c948-4e3e-baf1-40b1f964bb9e | Clause:
EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING LENDER, OR AN... | Label: Submission To Jurisdiction |
7ef850f7-e199-477a-9676-dabd58bb5aec | Clause:
The Company will notify such Holders who are included in a Registration Statement as promptly as reasonably practicable: (i)(A) when a Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement in which such Holder is included has been filed; (B) when the Commission notifies... | Label: Notices |
03b9fcdd-2175-4d86-88cb-800192404a80 | Clause:
The headings used in this Agreement have been inserted for convenience and do not constitute matter to be construed or interpreted in connection with this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Headings |
75d7b89b-9b67-4f36-8294-9e797f178041 | Clause:
As compensation for the services to be performed by Executive during the Employment Period, Employer shall pay Executive a base salary at an annualized rate of $420,000 payable in installments on Employer’s regular payroll dates. Employer’s Board of Directors (“Employer’s Board”) shall review Executive’s base s... | Label: Base Salary |
6b6b9aca-e9db-415d-add5-489a7d2786cd | Clause:
The Administrative Agent shall have received a certificate of the chief financial officer or, if none, the treasurer, controller, vice president (finance) or other responsible financial officer of the Parent Borrower certifying the solvency of the Parent Borrower and its Subsidiaries on a consolidated basis in ... | Label: Solvency |
3ff8acfb-e82a-4f1b-a9ce-b27a42313bab | Clause:
This Agreement may be executed in counterparts, each of which will be deemed an original. The counterparts may be evidenced by facsimile or portable document format (“ PDF ”) and each such facsimile or PDF will be deemed an original, will be binding upon the Parties for all purposes herein, and, together with a... | Label: Counterparts |
0f719e0f-c74c-4606-b590-be1ed7cc651c | Clause:
No failure to exercise and no delay in exercising on the part of any Party, of 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 exer... | Label: No Waivers |
47a9ba12-4929-4857-b6bd-67efdb4c4917 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Licensor nor Licensee may assign any of its rights or delegate any of its liabilities or obligations hereunder, whether by operation of law, or otherwise, without the prior... | Label: Binding Effects |
f09a2400-22d1-4f1e-bb56-30baa462e80a | 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 Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior wri... | Label: Successors |
a649f64d-d759-4026-825b-2550b6d58af2 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a particip... | Label: Participations |
687fc6ef-8fc8-4a53-b683-8c221a7a7911 | Clause:
(a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement, including, without limitation, any ... | Label: Indemnifications |
d7df5349-a2c9-410f-9217-bbfcf3c1d175 | Clause:
Each Lender agrees to hold any confidential information which it may receive from the Company or any of its Subsidiaries pursuant to this Agreement in confidence (other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that... | Label: Confidentiality |
8ed9f4a3-70b4-47ac-b1a8-2f948d45e0e7 | Clause:
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of th... | Label: General |
a84b9750-3a7f-41be-9079-f609b6f3ad62 | Clause:
The Borrower owns, or has the legal right to use, all patents, trademarks, trade names, copyrights, technology, know-how and processes necessary for it to conduct its business as currently conducted and will own or obtain the legal right to use all patents, trademarks, trade names, copyrights, technology, know-... | Label: Intellectual Property |
7d19d18e-68e4-498b-be85-8274d2ef6a70 | Clause:
Subject to this Section 9.1 and to Section 9.2 , and except for the covenants and agreements contained in Sections 5.2 , 5.3(a) , 5.4 , 5.7 , 5.8 , 5.11 and 5.12 (which shall terminate immediately upon the consummation of the Closing), all representations, warranties, covenants and agreements contained in this ... | Label: Survival |
25e0b3f6-6ee8-4b5b-89ae-a2c422805aa9 | Clause:
The Company shall have the power and the right to deduct or withhold, or require the Optionee to remit to the Company, all applicable federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to the exercise of the Option. The Optionee may elect to satisfy t... | Label: Tax Withholdings |
5718066d-5a72-4e7a-93d7-d2cd03cbfcd3 | Clause:
Your starting annual base salary will be $850,000 , less applicable taxes, deductions and withholdings. This base salary will be reviewed annually as part of our performance review process and will increase commensurate with your performance, as assessed by management.
Task: Classify this clause into ONE of th... | Label: Base Salary |
eb25d60f-9b6d-4fa9-9ca7-d3100148631a | Clause:
Each Stockholder hereby (i) consents to and authorizes the publication and disclosure by the Company of such Stockholder’s identity and holding of Covered Shares, and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement, the Merger or any other transactions contempl... | Label: Disclosures |
eb28c9a1-99ef-465d-9adb-878e8a9ef3c6 | Clause:
The parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no rule of construction, presumption or burden of proof shall arise favoring or dis... | Label: Construction |
8e5c4234-c1e3-4f53-afa8-56acdd6df069 | Clause:
This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to th... | Label: Entire Agreements |
e9007a38-7d20-4251-9347-51d5180593cf | Clause:
Employee shall receive an annual base salary of $550,000 payable to Employee in accordance with the Company’s normal payroll schedule. The Company shall withhold state and federal income taxes, social security taxes and shall make such other payroll deductions as may be required by law or mutually agreed upon i... | Label: Base Salary |
461f8904-b1c6-4d3f-8126-7e91cf7de715 | Clause:
This Agreement may be modified or amended only with the written consent of both parties.
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, B... | Label: Amendments |
81d30008-2e8a-4747-a867-1c428a674b71 | Clause:
A. If Executive is unable to perform his services by reason of illness, injury or incapacity (hereinafter "Disabled" or "Disability"), he will continue to receive his base salary and all benefits for a period of eight (8) weeks after the commencement of the Disability. If Executive is unable to perform his serv... | Label: Disability |
b9898d0a-1f54-47c8-a9b5-429da1f0c568 | Clause:
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by fax transm... | Label: Counterparts |
f651f2bf-14bd-4702-84ab-378610398cfa | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRANSFEROR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PUR... | Label: Governing Laws |
98f56f56-c7b5-42a2-8087-5b85f11b9e30 | Clause:
This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one agreement (or amendment, as applicable).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Counterparts |
64b673df-e1a9-4e6c-874a-2c2b943e24f6 | Clause:
Employee acknowledges that, pursuant to his employment with Employer, he will necessarily have access to trade secrets and information that is confidential and proprietary to Employer in connection with the performance of his duties. In consideration for the disclosure to Employee of, and the grant to Employee... | Label: General |
7f9599c0-c5d9-43e6-920c-dd477912978e | Clause:
The Consulting Services shall commence on the Effective Date, defined as the date the sale of Grand Design to the Parent Company closes pursuant to the Securities Purchase Agreement, hereof and shall continue for a period of one year (the “ Consulting Period ”). It being understood and agreed that if the Securi... | Label: Terminations |
6e791a1f-f46b-4f7e-819f-4118e4c9cbdb | Clause:
THIS AGREEMENT AND THE NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Governing Laws |
dde19de6-380a-44dd-95ad-490a5e3e65b5 | Clause:
In addition to any compensation received pursuant to this Section 3, the Company shall reimburse the Executive for all reasonable, ordinary and necessary travel, entertainment and approved office expenses incurred in connection with the performance of his duties under this Agreement, provided that the Executive... | Label: Expenses |
4024a45d-446d-4976-82ce-844391a2d8ba | Clause:
Payments, if any, under the Program will be paid as soon as administratively feasible after the Committee determines (or certifies in writing, if applicable) the extent to which the Performance Goals (or, in the case of Awards not intended to qualify as Performance-Based Compensation, such other corporate or in... | Label: Payments |
d6a9e61a-aa1d-4773-869f-9238d1e84c44 | Clause:
(a) Withholding of Taxes; Gross-Up . Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Tax... | Label: Taxes |
84195206-7edc-46ba-96dd-31951a608971 | Clause:
The disability retirement allowance shall commence on the first day of the calendar month next following the date the Member meets the eligibility requirements in paragraph (a) above, and prior to the Member’s Normal Retirement Date, shall be equal to his or her Accrued Benefit, without any adjustment. Notwiths... | Label: Benefits |
ab81da59-0c80-4388-8f8a-8ad9ab7d50c7 | Clause:
The historical financial statements, together with related notes, included in Holdings’ annual report on Form 10-K for the year ended October 31, 2015 and in Holdings’ quarterly reports for the quarterly periods ended January 31, 2016 and April 30, 2016 (collectively, the “ Historical Financial Statements ”), p... | Label: Financial Statements |
4276e4ef-f92a-4f05-98df-9e149915dbc9 | Clause:
The provisions of this Section 7 shall be applicable and shall survive for the time periods specified herein without regard to the termination of the Employment Period or the expiration of the Agreement Term.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Survival |
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