id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
a04f9110-414f-453a-aa74-964f7af0798e | Clause:
This Agreement represents the entire agreement and understandings between the parties concerning the Exchange and the other matters described herein and therein and supersedes and replaces any and all prior agreements and understandings solely with respect to the subject matter hereof and thereof.
Task: Classi... | Label: Entire Agreements |
e9047c2a-1d7a-41a3-b3ca-8152d5548af1 | Clause:
The execution, delivery, and performance by each Credit Party of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) are within such Credit Party’s power and authority, and (b) have been duly authorized by all necessary corporate, limited liab... | Label: Authorizations |
2fb9b206-57b0-455d-a24a-8d13ae82a270 | Clause:
The execution, delivery and performance of this Agreement and the Commitment Warrants by the Company and consummation by the Company of the transaction contemplated hereby (the issuance of the Securities), does and will not (i) result in a violation of the Articles of Incorporation, any Certificate of Designati... | Label: No Conflicts |
4ec1c54a-2312-4b71-a509-08cd7e5f1984 | Clause:
The financial statements of each Borrower Party, copies of which have been furnished to Lender, (i) are, as of the dates and for the periods referred to therein, complete and correct in all material respects, (ii) present fairly the financial condition and results of operations of the related Borrower Party as ... | Label: Financial Statements |
ccbe6c7e-5fc6-4b87-9829-98f2413f8fc6 | Clause:
Subject to the satisfaction or waiver of the conditions set forth in Article 4 , the Closing shall take place at the Closing Time by exchange among counsel of PDF signatures, or at such other place as may be agreed to by Seller and Purchaser.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Closings |
48803d8e-8e69-4bbe-b206-28ae5a8c6ec8 | Clause:
On or before February 5, 2017, the Borrowers will consummate the Required Refinancing Transaction and, immediately upon the closing thereof, remit to the Lender all cash and noncash proceeds for application to the Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Closings |
7bda88af-563b-423a-af80-dd10d2b3ab34 | Clause:
This Agreement shall be governed by the laws of the State of Georgia and the substantive federal laws of the United States and the laws of such state. Sellers and Purchaser hereby irrevocably submit to the jurisdiction of any state or federal court sitting in Georgia in any action or proceeding arising out of o... | Label: Applicable Laws |
44dafe6c-daae-4bd6-8a93-39816d611bcd | Clause:
Any notices or other communications provided for in these Terms and Conditions shall be sufficient if in writing. In the case of the Grantee, such notices or communications shall be effectively delivered if hand delivered to the Grantee at the Grantee’s principal place of employment or if sent by certified mail... | Label: Notices |
de541ef1-e36c-4c5f-9728-8f4fbe94f5fa | Clause:
AFTER CONSULTATION WITH COUNSEL, BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT BORROWER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED UPON THIS DEED OF TRUST, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY OF THE OTHER CREDIT DOCUMENTS, OR ANY COURSE OF CONDUC... | Label: Waiver Of Jury Trials |
5de406e1-62fd-4d47-a74e-0911c555145c | Clause:
This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower will constitute, a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.
Task: Classify this... | Label: Enforceability |
4c1e1358-f05f-4638-97ba-386d9421ed0c | Clause:
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP appli... | Label: Financial Statements |
ba181963-aa34-45c0-9c0d-127e8a205c9f | Clause:
Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Controlled JV Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designa... | Label: Sanctions |
bb372910-be75-4057-86ba-afcad7996055 | Clause:
All costs, expenses or fees, including, without limitation, fees and disbursements of counsel, financial advisors, accountants, brokers, finders or investment bankers, incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses,... | Label: Expenses |
14c52f30-c8d9-4972-b297-2841d43e8652 | Clause:
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly on... | Label: Governing Laws |
fdf4cd50-49b0-4606-bfd9-4dd8a0c0a34b | Clause:
This Agreement may be executed in any number of counterparts, and each such counterpart hereof will be deemed to be an original instrument, and all such counterparts together will constitute but one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Counterparts |
d87999e0-d245-478a-8e93-b00423e776bf | Clause:
Participant acknowledges that a waiver by the Company of breach of any provision of the Award Agreement shall not operate or be construed as a waiver of any other provision of the Award Agreement, or of any subsequent breach by Participant or any other Participant.
Task: Classify this clause into ONE of these ... | Label: Waivers |
626f8de6-999b-4f4f-83d8-120f68d8ab50 | Clause:
The Confidential Information Materials and the other reports, financial statements, certificates and other information furnished in writing by the Borrowers or any of their representatives in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other informati... | Label: Disclosures |
03e1cdf9-a56b-4cf2-a0a8-0e02c3f8c9d7 | Clause:
(a) The Borrower agrees to jointly and severally pay to the Administrative Agent on behalf of the Lenders interest on the daily outstanding principal balance of the Loans at the Libor Rate; provided , however , that notwithstanding any other term or provision of this Agreement to the contrary, (x) immediately f... | Label: Interests |
6797083c-5a3d-4738-b610-0a9db38c84e8 | Clause:
All corporate actions on the part of the Companies, their officers, directors and stockholders necessary for the authorization, execution and delivery of each of the Transaction Documents and for the issuance of the Securities, have been taken. The Companies have the requisite corporate power to enter into each... | Label: Authorizations |
0925f946-1b8e-4b69-8a5f-001c294feb5f | Clause:
Notices to Partners or to the Partnership shall be deemed to have been given when personally delivered or mailed, by prepaid registered or certified mail, addressed as set forth in Exhibit A attached hereto, unless a notice of change of address has previously been given in writing by the addressee to the addres... | Label: Notices |
e9e74862-ec7b-4c61-bdb2-e1fafe4fbef7 | Clause:
In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03) in respect of any payment hereunder, each of the Borrowers agrees that (a) in the event a payment in respect of any Secured Obligation owed by such Borrower shall be made by ... | Label: Indemnity |
ebdc5ddc-ac7e-4aff-94a9-b6320feefd70 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the other transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) do not and will not: (i) conflict with or violate any provision of the Com... | Label: No Conflicts |
43a3b127-b375-4379-928c-2025e969e23b | Clause:
The provisions of this Agreement shall be enforceable, and payments and provision of benefits and other entitlements to Executive required to be made pursuant hereto shall be made in accordance herewith, notwithstanding the existence of any claim or cause of action against the Company by Executive or against Ex... | Label: Enforcements |
c0f685c5-6270-43ed-a05c-8fd5be69bae0 | Clause:
All federal, state and local income, excise, property and other tax returns required to be filed with respect to Seller’s operations and those of its Subsidiaries in any jurisdiction have been filed on or before the due date thereof (plus any applicable extensions); all such returns are true and correct; all ta... | Label: Payments |
7b7e9746-0df7-4f3e-961b-4ee89bc3d188 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CO... | Label: Waiver Of Jury Trials |
2f95d3b6-94d6-4a76-bfc9-14c7a388fafb | Clause:
TUAA has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and upon the execution and delivery by Global 2 and Global 1 and the performance of their obligations herein, will constitute, a legal, va... | Label: Authorizations |
823740f9-c2bb-483f-bbaf-3d135158653d | Clause:
Trustee accepts this trust when this Deed of Trust is recorded. From time to time, upon written request of Beneficiary and, to the extent required by applicable law presentation of this Deed of Trust for endorsement, and without affecting the personal liability of any Person for payment of any indebtedness or p... | Label: Powers |
c93f349b-2875-4875-b691-d9a7273723dd | Clause:
Each of Caladrius and Company acknowledges and agrees that, upon and following the Closing, Company has no liability or obligation to indemnify, save, or hold harmless Caladrius, and may not otherwise pay, reimburse, or make Caladrius whole, for or on account of any indemnification or other claims made by any P... | Label: Waivers |
92981fa1-da7a-47fa-81d6-366176d9010c | Clause:
This Agreement and all amendments, modifications, alterations, or supplements hereto, and the rights of the Parties hereunder, shall be construed under and governed by the laws of the State of New Mexico without regard to its conflicts of laws principles.
Task: Classify this clause into ONE of these types (exa... | Label: Governing Laws |
113d4e25-e418-4be5-a190-ec56ce823ea1 | Clause:
The outstanding principal balance of the Line of Credit shall bear interest at the rate of One Month LIBOR plus 2.25% and the outstanding principal balance of the Term Loan shall bear interest at the rate of One Month LIBOR plus 2.85%.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Interests |
0a35c5ad-20ec-4e53-b428-857daaa3f7d5 | Clause:
Salary") during the period of the Executive's employment hereunder, which shall be at an initial rate of Three Hundred Fifteen Thousand Dollars ($315,000) per annum. The Base Salary shall be paid in accordance with the Company's standard payroll practices. The Base Salary shall be reviewed for possible increase... | Label: Base Salary |
1e0dce34-e4d4-42cd-a860-5635bde93252 | Clause:
Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security interest created by this Security Agreement and (ii) other Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Liens |
42dc3040-d107-4f6c-86e8-7050b9ef90e9 | Clause:
Notwithstanding the vesting schedule [and Performance Goals] provided in paragraph (a), if the Employee's employment with the Employer terminates as a result of the Employee's death [prior to the end of the applicable Performance Period], 100% of the unvested Restricted Stock Units shall vest as of the date of ... | Label: Death |
0588804b-2889-48bd-ad38-a99a9c2613a7 | Clause:
Each of the Lenders and the Issuing Banks may continue to make loans or extend credit to the Borrower based on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liabl... | Label: Terminations |
abfe40e1-25b9-4bca-b2b8-0d929beb5e71 | Clause:
Each of the Operative Documents has been or will be validly executed and delivered by the Company and, assuming due authorization, execution and delivery by each Purchaser or its Affiliate, as applicable (if either such Purchaser or its Affiliate is a party thereto), constitutes, or will constitute, the legal,... | Label: Authority |
a79d5e43-eef3-46f3-a367-83139bb97cb2 | Clause:
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated herein will not (a) result in a violation of the Certificate of Incorporation, as amended, or other organizational document of the Company or any of its subsidiaries, any... | Label: No Conflicts |
85b65cd4-554b-43a3-a544-f3f8531eef97 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one agreement which is binding upon the parties hereto, notwithstanding that both parties hereto are not signatories to the same counterpart.
Task: Classify this claus... | Label: Counterparts |
13944f5a-93da-485d-991e-05cc4afd3c5e | Clause:
If the Executive’s employment hereunder is terminated by either party by reason of the Executive’s Disability, the Company’s shall pay the Executive the unpaid Accrued Compensation through the Termination Date within thirty (30) days following the Executive’s Termination Date, except that any portion thereof re... | Label: Disability |
2e832b62-8175-40c3-99fb-da979e5651f1 | Clause:
Seller shall make copies of the Records available for pick-up by Buyer within five (5) business days after the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Records |
274a8c8b-68c7-4ba1-8b7f-2357423af5d3 | Clause:
In addition to any other assignment or participation permitted pursuant to this Section 10.6 any Lender may, without notice to or consent from the Administrative Agent or Borrower, assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to se... | Label: Participations |
942f1e35-268c-4ccd-aa99-d7d0b2148d29 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTH... | Label: Waiver Of Jury Trials |
281ac7c0-4b40-4bf0-93eb-a91c6ca6a252 | Clause:
The Company shall pay Employee an annual base salary (“ Base Salary ”) of $209,000, payable in accordance with the general payroll practices of the Company. The Board may, in its sole discretion, increase or decrease Employee’s Base Salary if there is a salary reduction affecting substantially all similarly s... | Label: Base Salary |
67e58c4a-8c38-4b0b-b8a9-09a440fcb9d0 | Clause:
The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions.
Task: Classify this clause into ONE of... | Label: Sanctions |
0a1a5ce2-71d6-4c4e-b839-76d3dceed5e7 | Clause:
All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed, or delivered to each party as follows: (i) if to a Voting Party, at such Voting Party’s address or facsimile number set forth in the Company’s records, or at such... | Label: Notices |
e74b7d2c-8fc3-40c1-b4f6-687f49e74f04 | Clause:
Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Transaction Documents have been or will be paid by the Seller at or prior to the Closing Date, except (if applicable) for fees for recording assignments of the Class C Re-REMIC Security to the Trustee p... | Label: Taxes |
66fa702f-a0f8-4c7a-8f5e-b4620770753d | Clause:
The Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Adjustments |
77c7ec64-fc7b-473c-8ed2-7709ddb709d5 | 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 may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Adminis... | Label: Successors |
e0c505ab-eac1-4f4a-b426-7397f387b8bf | 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 exe... | Label: Confidentiality |
15c3007f-69b1-4cfd-8ea0-864885eb991f | Clause:
The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular. The words used in neuter gender include the masculine and feminine. If there is more than one Tenant, the obligations under this Lease imposed on Tenant shall be joint and several. The captions preceding the artic... | Label: Interpretations |
3f8624eb-cef5-4c64-93fa-4eb8de97f60d | Clause:
By the issuance of a FILO Facility Letter of Credit (or an amendment to a FILO Facility Letter of Credit increasing the amount thereof) and without any further action on the part of the FILO Facility Issuing Bank or the FILO Facility Revolving Lenders, the FILO Facility Issuing Bank hereby grants to each FILO F... | Label: Participations |
8d604e56-11bd-4e76-a5e1-e94c488fed07 | Clause:
Subject to Section 5 above and the terms of the Plan, the Grantee shall vest in all rights to the Phantom Shares and any rights of the Company to such Phantom Shares shall lapse on the earlier of (i) the dates set forth below; (ii) termination by the Company without Cause; (iii) the death or Disability of the G... | Label: Vesting |
5ee5bb6d-2503-4180-9ac4-f906e67131c8 | Clause:
The Lenders shall not be deemed to have waived the exercise of any right which they hold under the Credit Facility Agreement unless such waiver is made expressly and in writing (and no delay or omission by any Lender in exercising any such right shall be deemed a waiver of its future exercise). No such waiver ... | Label: Waivers |
2910747a-c04a-402f-8f88-3a077ee9efe4 | Clause:
The Company has full right, power and authority to enter into and perform its obligations under this Agreement, and to issue the Shares in accordance with the terms hereof. This Agreement has been duly authorized by the requisite corporate action and has been duly executed and delivered by an authorized officer... | Label: Authorizations |
5d3b5849-a0e2-4277-8ce9-9dcffcf50bd5 | Clause:
The Company expressly confirms and agrees that it has entered into this Agreement in order to induce the Employee to serve as an officer of the Company, among other things, and acknowledges that the Employee is relying upon this Agreement in continuing in such capacity.
Task: Classify this clause into ONE of t... | Label: Enforcements |
66c55f6a-02a3-47f8-b583-1b02924c6b72 | Clause:
The headings to the sections and exhibits of this Agreement are included merely for convenience of reference and do not affect the meaning of the language included therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Headings |
40a9ad51-7d6a-4060-9a10-c017df59ece0 | Clause:
The Corporation and the Bank each hereby employ the Executive, and the Executive hereby accepts employment with the Corporation and the Bank, on the terms and conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Employment |
bc381f25-7fec-4194-beb2-4d890ba7b08b | Clause:
This Amendment Number One, together with the Employee Matters Agreement, constitutes the sole and complete understanding of the parties with respect to its subject matter and supersedes all prior or contemporaneous communications between the parties concerning such subject matter. Following the Amendment Number... | Label: Miscellaneous |
52963389-ef77-4463-96dd-e415ec881ed4 | Clause:
This Agreement is governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to its conflict or choice of law principles that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Task: Classify this cla... | Label: Governing Laws |
2cd79e59-f1d8-419d-904b-bd36626a6e87 | Clause:
The Company and the Executive agree and acknowledge that Section 7(d) of the Employment Agreement is incorporated herein by reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Non-Disparagement |
fd17d538-5180-479b-84d8-8fb5befef16a | Clause:
The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any... | Label: Construction |
3f5a217f-97a7-4b92-9909-b4878ca22617 | Clause:
Except as expressly contemplated hereby, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated, in whole or in part, by any Party hereto (whether by operation of Law or otherwise) without the prior written consent of the other Parties, and any purported ... | Label: Assignments |
8d368c46-5c94-4f33-97a3-f6920b80bf2d | Clause:
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and the signature pages hereof by facsimile or ema... | Label: Counterparts |
434336d4-4207-481e-8113-b498f590158c | Clause:
Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of not less than $500,000, subject to annual review by the Compensation Committee for increase, but not decrease.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Base Salary |
f436cd42-3a97-47fb-b4eb-c6cf7678f0f2 | Clause:
During the continuation of an Event of Default, Administrative Agent may require that each Grantor assign all of its right, title, and interest in and to the Intellectual Property or any part thereof to Administrative Agent or such other Person as Administrative Agent may designate pursuant to documents satisfa... | Label: Intellectual Property |
4830838f-a228-4a6b-b2b3-a93392e49f08 | Clause:
If any provision of this Transition Services Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Transition Services Agreement. Upon such determination that a provision ... | Label: Severability |
9863b352-6c90-4bbf-9ced-f922a8a038ae | Clause:
EACH OF THE PARTIES WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN S... | Label: Waiver Of Jury Trials |
6ba8c857-68a3-4edd-84d5-1534b3e7f73b | Clause:
The regularly kept records of the Plan Administrator, the Company and the other Employers shall be conclusive evidence of the Service of a Participant, his or her Compensation, his or her age, marital status, status as an Eligible Employee, and all other matters contained in such records applicable to this Plan... | Label: Records |
361f8080-d153-4d33-98dd-067fefa096df | Clause:
There shall be no presumption that any ambiguity in this Agreement should be resolved in favor of one party hereto and against another party hereto. Any controversy concerning the construction of this Agreement shall be decided neutrally without regard to authorship.
Task: Classify this clause into ONE of the... | Label: Construction |
9a494e79-a75d-4004-a498-2d42159c5cff | Clause:
Except for Written Notices, notices shall be in writing and be sent (i) by registered or certified mail, postage prepaid with a return receipt requested, or (ii) by an overnight express delivery service, addressed to the other Party at the address provided in the Agreement or at such other address for which suc... | Label: Notices |
6dfd9e02-7f4f-4312-9c23-e9a7ed197cf8 | Clause:
If Employee’s employment is terminated due to his death, Employee shall not be entitled to any severance benefits under the terms of this Agreement; provided, however, that if such termination occurs 6 months or more after the beginning of the annual incentive bonus year, Employee’s estate shall be entitled to ... | Label: Death |
8492a302-18ba-433b-abd5-3bafa1cacdde | Clause:
This Agreement constitutes the full and entire understanding and agreement between the parties, and there are no representations, covenants or other agreements except as stated or referred to herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Entire Agreements |
76081d72-ebd4-45fc-a9db-8b38525ff767 | Clause:
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Definitions |
af849b78-94a1-40bf-b40a-6444a25b217d | Clause:
When a reference is made in this Agreement to a section, exhibit or schedule, such reference shall be to a section, exhibit or schedule of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpreta... | Label: Headings |
a032fc20-4f02-4370-8e42-bc9b54a608f4 | Clause:
Any payments hereunder shall be made out of the general assets of Teradyne. The Employee shall have the status of general unsecured creditor of Teradyne, and this Agreement constitutes a mere promise by Teradyne to make payments under this Agreement in the future as and to the extent provided herein. Unless oth... | Label: Payments |
abb8e434-26b9-4df9-addd-cedaa89ad4b8 | Clause:
The costs of the actual signs comprising Tenant’s Signage and the installation, design, construction, and any and all other costs associated with Tenant’s Signage, including, without limitation, utility charges and hook-up fees, permits, and maintenance and repairs, shall be the sole responsibility of Tenant. S... | Label: Costs |
670be34a-e85f-4979-8107-14e700e80d94 | Clause:
Executive shall have the right to have settled by arbitration any dispute or controversy arising in connection herewith. Such arbitration shall be conducted in accordance with the rules of the American Arbitration Association before a panel of three arbitrators sitting in a location selected by Executive. Judgm... | Label: Arbitration |
250f1c30-5d51-4beb-a53a-9ba7417de502 | Clause:
In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to §10.2, the Agent, on behalf of the Lenders may, and upon the direction of the Majority Lenders, shall proceed to protect and enforce their ... | Label: Remedies |
93c4f9b0-9789-4275-ac4b-a6eb8671079d | Clause:
The Parties agree that irreparable damage would occur, and that the Parties would not have any adequate remedy at Law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall... | Label: Enforcements |
0f8e4116-828a-45e2-ac66-20321f7a54b2 | Clause:
This Agreement, together with the Employment Agreement (as modified hereby), the Release and Waiver that is Annex B hereto, and the surviving equity award agreements referred to in Annex A constitute the entire understanding and the full and complete agreement of the parties and supersede and replace any prior ... | Label: Miscellaneous |
4830f251-f98b-4d40-bbfa-0f2ee9ddfc64 | Clause:
All representations, warranties and covenants contained in this Letter Agreement shall survive the acceptance of the subscription by the Company and the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Survival |
31e9bf6e-684e-4b8a-a133-90ee79e9d851 | Clause:
The Company hereby agrees to indemnify and hold Consultant harmless from any and all claims and liabilities incurred by Consultant as a result of Consultant's providing of the consulting services to be provided hereunder, including specifically, but not by way of limitation, any claims or liabilities arising ou... | Label: Indemnifications |
29a9d621-3040-4dd9-b062-ff6879b4d368 | Clause:
THE PROVISIONS OF SECTION 12.09(e) OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Waiver Of Jury Trials |
c5854425-dc74-44c6-9348-429be5e451f7 | Clause:
Immediately after the consummation of the transactions to occur on the Restatement Effective Date as of such Restatement Effective Date, (a) the fair value of the assets of the Borrowers and the Subsidiaries, taken as a whole, will exceed their debts and liabilities, subordinated, contingent or otherwise, (b) t... | Label: Solvency |
6cfb2be2-7108-4c06-9881-3976aa80551a | Clause:
THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. EACH OF THE PARTIES HERE... | Label: Waiver Of Jury Trials |
323ee99b-276b-472b-9668-d3eef184c153 | Clause:
Each Borrower shall, and each Borrower shall cause each Subsidiary to obtain and maintain at its own expense the following insurance, which shall be with insurers satisfactory to the Lender: (a) “all risks” property insurance in amounts not less than the one hundred percent (100%) replacement cost of all buildi... | Label: Insurances |
8b676a9e-fd09-49ba-91cf-3122dfd5fcd6 | Clause:
Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic... | Label: Notices |
20a2f6ba-dec1-44ad-809a-4f5e7b206a58 | Clause:
The Pledgor is the sole owner of the Pledged Interest, having good and marketable title thereto; provided, however, that the Pledged Interest may be subject to other liens and encumbrances. The Pledged Interest is subject to the applicable transfer restrictions which may be imposed under the operating agreement... | Label: Titles |
10adf543-3705-4ae0-ab5f-f2d12d145a3b | Clause:
The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of wheth... | Label: Insurances |
9c2a89cb-7c3a-47f9-ae81-83230a1f692a | Clause:
EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER ... | Label: Waiver Of Jury Trials |
ea45f713-5a65-440c-8fc0-fe5d51607fd0 | Clause:
Each Seller and each Member hereby agrees to permit Parent to publish and disclose in any press release or other disclosure document which Parent reasonably determine to be necessary or desirable in connection with the Transaction and any transactions related thereto, each Seller’s and Member’s identity and own... | Label: Disclosures |
2f3d033f-d9f5-4df1-ae1a-781b13084acc | Clause:
Each Consenting Lender hereby consents to, and authorizes the Borrower, each other Loan Party and the Administrative Agent to enter into, such new Loan Documents or amendments, restatements, amendment and restatements, supplements and modifications to the Loan Documents (including, without limitation, the Closi... | Label: Further Assurances |
2a4dcd9c-392d-468b-b043-a08c007375a7 | Clause:
Capitalized terms that are not otherwise defined have the meanings set forth in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizati... | Label: Definitions |
eefa0571-b195-4977-ae9b-4e38038d3bdb | Clause:
The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as described in the Notice of Grant and Section 5 of this Agreement. The Restricted Shares are also restricted in the sense that they may be forfei... | Label: Forfeitures |
a7c94a29-0020-446f-a3d1-27b51ec7bc47 | Clause:
Any Lender may at any time, without the consent of, or notice to, PRA or either Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or PRA or any of PRA’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations u... | Label: Participations |
86231d6a-8825-46e7-ac40-f55660be1178 | Clause:
Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to Ambac at its principal offices, to the Executive at the Executive’s address as last known by Ambac or, in either... | Label: Notices |
8fe77460-974b-48d5-b966-ba21d154d7eb | Clause:
The Lease shall contain agreements providing for the indemnification of the Development Authority and the individual directors, officers, agents and employees thereof for all expenses incurred by them and for any claim of loss suffered or damage to property or any injury or death by any person incurred in conne... | Label: Indemnifications |
2f2cc611-34cc-4c3e-8a2f-60eef45859c4 | Clause:
This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Maryland without giving effect to the conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Governing Laws |
61cdb156-c10d-47b6-904d-e7ddf27ee88d | Clause:
The unaudited balance sheet as of June 30, 2016 and the related statements of income and retained earnings for the periods then ended fairly present the financial position of the Company as of the dates of the balance sheets included in the financial statements, and the results of its operations for the period ... | Label: Financial Statements |
0b3cbc2b-5a27-4f64-ae10-ec0604221bd2 | Clause:
This Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Applicable Laws |
214d7562-daf8-4ba0-8fef-362aa41879c6 | Clause:
No amendment, modification, termination, or waiver of any provision of this Agreement, and no consent to any departure by any Pledgor from the terms and conditions hereof, shall in any event be effective unless the same shall be in writing and signed by the party or parties against whom enforcement of such amen... | Label: Amendments |
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