id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
2415d1b8-8ff6-416e-98a3-8e0b1456e9c8 | Clause:
The Underlying Repurchase Counterparty maintains, for itself and its Subsidiaries, Fidelity Insurance in an aggregate amount at least equal to $300,000. Each Underlying Repurchase Counterparty maintains, for itself and its Subsidiaries, Fidelity Insurance in respect of its officers, employees and agents, with r... | Label: Insurances |
86de4f5c-8fae-4e16-9686-f26caec1efbe | Clause:
Comply with all disclosure / filing requirements of applicable Law associated with entering into the Facility and comply with all other requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement ... | Label: Compliance With Laws |
cf19417d-b17b-45d6-9018-edf34fdc420b | Clause:
Any payment of cash or any issuance or transfer of shares of Common Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Company ... | Label: Releases |
2467d30d-cc26-44f3-ab43-d203a542467d | Clause:
This Agreement is performable in the state in which the Property is located and shall in all respects be governed by, and construed in accordance with, the substantive federal laws of the United States and the laws of the state of North Carolina. Seller and Purchaser hereby irrevocably submit to the jurisdictio... | Label: Applicable Laws |
3d5165d1-30c9-43e3-85db-932a94ea89cb | Clause:
You will be employed by the Company upon the terms and conditions set forth in this letter agreement for the period effective as of the date of this letter agreement and ending as provided in Section 4 (the “ Employment Period ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Employment |
319eea80-18a5-4c6f-a057-053c9c582e2b | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEE... | Label: Waiver Of Jury Trials |
1818edd9-12e7-470d-ae33-bbbb0e73bfa0 | Clause:
The Executive shall be entitled to five (5) weeks of vacation in accordance with the Company's policies, with no right of carry over, to be taken at such times as shall not materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many holidays, sick days and per... | Label: Vacations |
66f1e4c9-e84a-4767-8592-41d3dd43df48 | Clause:
As of the Closing Date, all of the issued and outstanding Capital Stock of each Restricted Subsidiary of the Borrower has been duly authorized and validly issued, and, to the extent applicable in the case of Foreign Subsidiaries, is fully paid and non-assessable and is owned as set forth on Schedule 5.12 , free... | Label: Capitalization |
8ef7cb5d-1d1e-425b-869e-41d13221d94f | Clause:
The Corporation reserves the right to withhold, in accordance with any applicable laws, from any consideration payable or property transferable to the Grantee any taxes required to be withheld by federal, state or local law as a result of the grant or the sale or other disposition of the Shares. Alternatively o... | Label: Withholdings |
25fbed9b-b44d-4d47-b39b-68853f915f3e | Clause:
During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorabl... | Label: Vacations |
ff4433c8-ae7c-42c2-90b7-53ee01669ae7 | Clause:
As soon as possible, and in any event within ten Business Days, after: (a) Borrower or any ERISA Affiliate knows that with respect to any Employee Benefit Plan, a “prohibited transaction,” a “reportable event,” or any other event or condition that could subject Borrower or any ERISA Affiliate to a material liab... | Label: Erisa |
1cea965a-d05e-4f5e-8b40-cc162ff3998c | Clause:
It is duly incorporated or organized, validly existing and in good standing (to the extent such concept applies to such entity) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the corporate power and authority to execute, deliver and perform its obligations u... | Label: Organizations |
dc9db000-08af-4a05-85de-3a4af8539c1c | Clause:
No Seller Party nor any Subsidiary of any Seller is a party to any agreement, instrument, or indenture or subject to any restriction materially and adversely affecting its business, operations, assets or financial condition, except as disclosed in the financial statements described in Section 13(a)(5) hereof. N... | Label: Agreements |
340ba441-db7c-4955-8d61-da04a3dd812b | Clause:
Section 26 of the Employment Agreement shall continue to require any successor to the Company as described therein to assume expressly and agree in writing to perform the obligations of the Company under the Employment Agreement and this Agreement in the same manner and to the same extent that the Company would... | Label: Successors |
680b8629-6a68-4f69-a087-831a12347ec7 | Clause:
The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than those which are qualified as to materiality, Material Adverse Effect or other similar term, which shall be true and correct in all respects) on and as of the Closing Date ... | Label: Representations |
942f7da2-28c5-46f4-bc00-b547ccd7985e | Clause:
Set forth on Schedule 6.13 is a complete and accurate list of the Borrower, all Subsidiaries, the exact legal name and, with respect to those Subsidiaries which are Loan Parties, the tax identification number, of each, a designation as to whether each such Subsidiary is a Domestic Subsidiary or a Foreign Subsid... | Label: Subsidiaries |
fcccfbb9-4f7d-4820-96d1-f859891325ff | Clause:
The Lenders and the Administrative Agent shall have received all fees required to be paid by the Borrower, and all expenses for which invoices have been presented (including the documented reasonable out of pocket fees and expenses of legal counsel), on or before the Closing Date. All such amounts will be paid... | Label: Fees |
503019c2-6202-4a42-b6b3-33bad5056559 | Clause:
Employee agrees that he will not disclose or release this Agreement or any information contained herein to anyone other than on a confidential basis to Employee’s spouse, attorneys, tax advisors, and governmental taxing authorities. Employee hereby further reaffirms his obligations and commitment to comply wit... | Label: Confidentiality |
082e1e39-8370-4eef-92df-16019aee80af | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONF... | Label: Governing Laws |
b529308d-daa2-4078-8709-606a6076c223 | Clause:
On or before January 22, 2016, for LSOP 3 REIT MN, LLC and its corresponding Mezz Owner and REIT Property Owner, the annual financial statements and federal and state tax returns for the calendar year 2013 and, the quarterly financial statements for the calendar quarter ending December 31, 2013. On or before J... | Label: Financial Statements |
dd5092c7-c25f-4b19-a63d-708230acfa9a | Clause:
Each Pledgor hereby agrees to indemnify, pay and hold harmless Administrative Agent and the Lenders and the officers, directors, employees and counsel of Administrative Agent and the Lenders (collectively called the “ Indemnitees ”), from and against any and all liabilities, obligations, losses, damages, penalt... | Label: Indemnity |
8b6fa002-fc1d-4d44-b880-25f8efe92bba | Clause:
No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to MicroStrategy for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.
Task: Classify this cla... | Label: Withholdings |
e77955d7-f10d-49a2-ad42-3e966a9ef4a4 | Clause:
No Credit Party maintains or contributes to any Pension Plan subject to Title IV of ERISA. There is no accumulated funding deficiency within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA, or any outstanding liability with respect to any Pension Plans owed to the PBGC other than... | Label: Erisa |
e35f76d8-ca6a-4b52-994c-6df55e7d37c0 | Clause:
Set forth on Section 4.10 of the Disclosure Schedule are the unaudited balance sheet of the Seller as of June 30, 2016 and the related statements of income and cash flows of the Seller for the six month period then ended, together with all related notes and schedules thereto (the “ Unaudited Financial Statement... | Label: Financial Statements |
99d0d28d-cf17-435e-aa11-303194d04047 | Clause:
This Agreement may be executed in any number of counterparts and by facsimile, each of which 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, Agreements, Amendments, Ant... | Label: Counterparts |
fd9f530e-193a-44c7-bcb4-01920a2e9cd6 | Clause:
The provisions of Section 10 of this Agreement shall survive any termination of this Agreement by Company or the Employee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Survival |
62f75468-ade0-434a-a1a1-33ab3697d182 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) during the two years preceding the date hereof (or such shorter period as the Company was required b... | Label: Financial Statements |
f2f73de0-a571-468c-be85-4c255cfc87e3 | Clause:
No notice or other communication by Pledgors to Secured Party, which relates to any of the Obligations, the Security Interest or the Collateral, shall be effective until it is received by Secured Party at Secured Party’s address stated below. All notices to be given to Pledgors shall be deemed reasonable and pr... | Label: Notices |
5805fca8-adf2-47e8-b8e3-f144ec196c82 | Clause:
Assuming that the consents referred to in clauses (a) and (b) of Section 5.5 are obtained, the execution and delivery by such Private Placement Party of this Agreement and each other Transaction Agreement to which such Private Placement Party is a party, the compliance by such Private Placement Party with all ... | Label: No Conflicts |
e30ed4c1-6c65-40ea-a23c-82f083a3d354 | Clause:
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation o... | Label: Construction |
ac094067-0711-4283-9545-723d1e78cdd0 | Clause:
This Severance Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets... | Label: Assignments |
c5bb9c7b-631d-46f5-a491-b5db9b212748 | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA. EACH OF THE PARTIES HERETO AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MUST BE LIT... | Label: Consent To Jurisdiction |
d93ab20c-98d8-4669-8dce-9c4cad109a9a | Clause:
The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been mer... | Label: Entire Agreements |
6660f254-43d5-4e80-8773-83ca454c6ae5 | Clause:
Upon any Executive Officer of a Credit Party obtaining knowledge thereof, the Credit Parties will give written notice to the Administrative Agent promptly (and in any event within five Business Days) of: (i) any event or condition, including, but not limited to, any Reportable Event, that constitutes an ERISA E... | Label: Erisa |
dbb8fe3f-e6a4-4cf2-bbcf-0f786d6b78f2 | Clause:
EACH 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 OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY R... | Label: Submission To Jurisdiction |
cb43bbd1-3c32-4fd4-91f3-a8ac6976316b | Clause:
This Agreement shall become effective as provided in Section 3.1 and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, and each Lender and their respective successors and assigns, except that neither the Borrower nor any other Credit Party shall have the right ... | Label: Binding Effects |
10a16f9e-53b8-4e56-b4aa-64804c8ce72f | Clause:
Any representation or warranty of the Borrower made herein, in the Purchase Agreement or in any other Transaction Document, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the C... | Label: Warranties |
baa539e6-57b4-4463-8de5-b19e05b68515 | Clause:
The initial term of this Lease (the “ Initial Term ”) shall be for 10 years commencing on April 1, 2016 (the “ Commencement Date ”). Following the Initial Term the Term of this Lease shall automatically renew for four successive five-year periods (each a “ Renewal Term ”). Lessee may terminate this Lease at the... | Label: Terms |
498f80de-d616-4774-8813-748aa1a1a53d | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Admini... | Label: Amendments |
58365d66-c41d-451f-b3d4-a17fcf19c296 | Clause:
The Grantee acknowledges that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Waivers |
4e20777c-a601-41ac-b3e3-0da419ed4b4c | Clause:
Employee’s annual base salary on the date of this Agreement is three hundred and fifty thousand dollars ($350,000), payable in accordance with the normal payroll practices of the Company (“Base Salary”). Employee’s Base Salary will be subject to annual review by the Chief Executive Officer (“CEO”), the Compens... | Label: Base Salary |
4d6743b1-c55a-458e-a145-4c524c94294b | Clause:
The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, insurance for such entities as was in effect as of the Closing Date, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these... | Label: Insurances |
f70f4105-42b6-4c93-91a4-24831de4cf02 | Clause:
The definitions in the following Regulations apply for purposes of Sections 16.1 through 16.5: § 1.436-1(j)(1) defining adjusted funding target attainment percentage; § 1.436-1(j)(2) defining annuity starting date; § 1.436-1(j)(6) defining prohibited payment; § 1.436-1(j)(8) defining section 436 measurement dat... | Label: Definitions |
1161b201-ee24-4620-8a6f-2d9494fe5de6 | Clause:
Buyer shall have received payment in full of all fees and Expenses which are payable hereunder to Buyer on or before such date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Fees |
effbf273-da83-475c-bf24-b1b06235954e | Clause:
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation o... | Label: Construction |
aa0704c9-4a63-452e-9e5c-d180144569e0 | Clause:
Executive shall reasonably cooperate with the Company or any of its subsidiaries or affiliates (the “Company Group”) in connection with (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding involving any member of the Company Group with respect to matters ... | Label: Litigations |
d83341fa-f829-4f57-8304-00ecf122f048 | Clause:
Each of the Borrower and its Subsidiaries has timely filed all material reports, documents and other materials required to be filed by it under all applicable Requirements of Law with any Governmental Authority and Insurance Regulatory Authority, as the case may be, has retained all material records and documen... | Label: Compliance With Laws |
04654741-7232-49ea-bee4-842432c5609e | Clause:
To the extent invoiced reasonably in advance of the First Amendment Closing Date, the Borrower shall pay to the Administrative Agent all reasonable out of pocket expenses incurred in connection with the execution of this First Amendment and any amounts outstanding pursuant to Section 9.03 of the Revolving Credi... | Label: Expenses |
88aaddd8-967d-4157-910a-ac2685a2e16d | Clause:
THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS ... | Label: Entire Agreements |
a4d311a0-6851-49fb-a8b4-094cd5bcc911 | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the... | Label: Disclosures |
9d874658-6260-4517-bcf6-b9b8ec0744e0 | Clause:
All notices and demands which either Party is required or desires to give to the other shall be given in writing by certified mail, return receipt requested with appropriate postage paid, by personal delivery or by private overnight courier service to the address set forth below for the respective Party, or by ... | Label: Notices |
0753c431-2bf5-4e10-88c5-cf1841abbcea | Clause:
All communications hereunder will be in writing and effective only on receipt, and will be mailed, delivered by hand or courier or sent by facsimile and confirmed or by any other reasonable means of communication, including by electronic mail, to the relevant party at its address specified in Exhibit C .
Task:... | Label: Notices |
fd82cd27-6e5e-4ff0-ab2a-1b2222fc9edd | Clause:
The Borrower will not, and will not permit any of its 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) in the ordinary course of... | Label: Transactions With Affiliates |
edd6783a-b8bf-4a2f-8581-5ed685a6764d | Clause:
Each Loan Party acknowledges and agrees that (a) such Loan Party is truly and justly indebted to the Secured Parties for the Secured Obligations, without defense, counterclaim or offset of any kind, and such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of such Secured Obliga... | Label: Releases |
a6d9b67f-9b25-41bb-ab84-2c3c0dce4f46 | Clause:
To the fullest extent permitted by law, any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of ... | Label: Severability |
f52ce040-aefd-4e27-9cfc-1f85472f35de | Clause:
During Executive’s employment with Company, Executive hereby grants to Company the right to use, in a reasonable and appropriate manner, Executive’s name and likeness, without additional consideration, on, in and in connection with technical, marketing or disclosure materials, or any combination thereof, publis... | Label: Publicity |
f58bbf77-6f0b-445a-a3ac-de1c544ca8fe | Clause:
The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Loan Agreement such that after giving effect to such assignment, the Assignee shall have purchased pursuant to this Assign... | Label: Assignments |
4480926b-70b0-4a42-8abe-5625fac3e913 | Clause:
The Company shall continue to employ Executive, and Executive hereby accepts such continued employment with the Company, upon the terms and conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Employment |
067915bc-0035-42a5-b9c0-71d09c8dbb91 | Clause:
THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER REGARDING ANY MATTERS ARISING OUT OF THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Waiver Of Jury Trials |
10438b0d-13fa-4fc4-852f-74a4225fb498 | Clause:
All of the Borrower’s obligations under this Article III shall survive termination of the Commitments of all of the Lenders, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Survival |
ba84d686-f54e-4261-9929-cbf55e995823 | Clause:
The execution, delivery and performance by the Subscriber of this Agreement and each of the Rights Agreements (a) has been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and (b) do not and will not (i) contravene the terms of any of the Subscri... | Label: Authorizations |
471913c9-40c3-4393-bb77-5b62fd8a3fed | Clause:
Subject to the terms and conditions hereinafter set forth, at the Closing (defined below), Seller shall sell, convey, transfer, and deliver to Purchaser: (i) a certificate representing the Purchased Shares; and (ii) a certificate representing the Warrants to purchase Seller’s common stock, substantially in the ... | Label: Sales |
62f870dd-fa07-4dd1-b9e0-5fdf822d0dd3 | Clause:
This Agreement is intended by the parties hereto to be the final expression of their agreement with respect to the subject matter hereof and is the complete and exclusive statement of the terms thereof, notwithstanding any representations, statements or agreements to the contrary. Executive affirms that the onl... | Label: Entire Agreements |
b928b1d3-5a75-4008-8654-0e394dae4a0c | 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 |
ec8085cd-d0e9-4be3-b920-84ae4960f5a6 | Clause:
The target amount of Performance-Based Shares under this Award is ______________ (_____________) Performance-Based Shares (the “ Target Performance-Based Shares ”). Provided that (y) the Company’s EBITDA for the Measurement Period equals or exceeds the threshold amount as shown on the table set forth on the exe... | Label: Vesting |
be1151cd-68c4-4923-a982-21056923de8e | Clause:
The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. This Agreement shall not be construed strictly against the drafter (and any rule of construction to that effect shall not be applied).
Task: Classify this clause ... | Label: Construction |
45ff5991-8d22-47a9-8e0c-5fb46c64e8c2 | Clause:
This Agreement may be amended from time to time by the Committee in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Option, as determined in the discretion of the Committee, except as provided in the Plan or in a written d... | Label: Amendments |
584c2950-16a8-4797-8729-8aa11062a340 | Clause:
The Lead Arrangers shall have received (i) the Audited Financial Statements, (ii) the unaudited quarterly consolidated balance sheets of the Borrower and its Subsidiaries as of each of March 31, 2016 and June 30, 2016 and related consolidated statements of income, stockholders’ equity and cash flows of the Borr... | Label: Financial Statements |
f2b11c9a-0859-48b4-928c-b05238f4421a | Clause:
Tenant shall keep the Premises and the Project free from any liens arising out of any work performed or obligations incurred by or for, or materials furnished to, Tenant pursuant to this Lease or otherwise. Landlord shall have the right to post and keep posted on the Premises any notices permitted or required ... | Label: Liens |
8dd7b1e8-34cc-4a03-bf58-0df0038a92f6 | Clause:
Subject to the terms and conditions and within the limitations of this Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may, in its sole discretion, modify, extend or renew outstanding Stock Options granted under this Plan (provided tha... | Label: Modifications |
ca270ddb-4712-45ee-a53c-6031b29f5b13 | Clause:
The Buyer shall have the right to approve before issuance any press release, SEC filing or any other public disclosure made by or on behalf of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby; provid... | Label: Publicity |
ad97282d-e192-4ce9-b912-4323f8ea613f | Clause:
All notices, certificates, requests or other communications hereunder shall be in writing except as provided herein, and shall be deemed to be sufficiently given when mailed by first class mail, postage prepaid, and addressed to the appropriate Notice Address. Any notices required hereunder to be given in writi... | Label: Notices |
54154310-51b5-4505-8f1c-3373ad017b27 | Clause:
The Plan and this Option Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Binding Effects |
ecbfb037-f1d0-48d4-894e-3e571226d105 | Clause:
The representations, warranties and agreements set forth in this Agreement shall survive the Initial Closing for a period of one (1) year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Survival |
4b0f72db-33a0-4dda-ad5f-7c23c87ea58c | Clause:
Mortgagor shall not commit or suffer any strip or physical waste of the Mortgaged Property, or any portion thereof, or any violation of any law, rule, regulation, ordinance, license or permit, or the requirements of any licensing authority affecting the Mortgaged Property or any business conducted thereon, and ... | Label: Compliance With Laws |
d1f34b83-1684-42da-962a-28fd2059e518 | Clause:
The Shares and any interest therein shall be subject to the forfeiture and transfer restrictions as described in this Section 8 (the “ Restrictions ”). Except as otherwise determined by the Committee or provided in Sections 3, 4, 5, 6 and 7 hereof or any Employment Agreement, any Shares that remain unvested or ... | Label: Forfeitures |
79a803ad-6863-4e99-b5a1-b7905dea36d4 | Clause:
This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction, or a ... | Label: Assignments |
9bd47174-0857-44a7-84d4-7c9aa180b3f9 | Clause:
By accepting this Award of Restricted Stock Units pursuant to this Agreement, Grantee represents that he or she has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement and that he or she is relying solely on such adv... | Label: Taxes |
d150c9aa-ebf9-4169-9645-3db51db29f8d | Clause:
Purchaser represents and warrants that: (i) it is a validly existing company in good standing under the laws of the England and Wales; (ii) this Agreement has been duly authorized, executed and delivered by Purchaser and constitutes the legal and binding obligation of Purchaser, enforceable against Purchaser in... | Label: Representations |
6518f7f2-f1e7-4f77-b9e8-6ad74a966480 | Clause:
The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable ownership or security interest in the Support Assets, and a first priority perfected security interest in the Support Assets, in each case free ... | Label: Further Assurances |
6bd701a5-16da-4477-abc7-93e12523c76b | Clause:
This Agreement, and any plans or programs referenced herein, represent the entire agreement and understanding between the Company and Employee concerning his separation from the Company, and supersede and replace any and all prior agreements and understandings concerning his relationship with the Company and hi... | Label: Entire Agreements |
5ec282c9-39e8-4e1e-8345-a7c6ad0eefd3 | Clause:
No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by such Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision... | Label: Miscellaneous |
53358b09-081b-4a54-adae-04d25b405cee | Clause:
(a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective Affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities... | Label: Indemnifications |
98b2732e-5641-438d-a988-98a4d70c77b9 | Clause:
(a) The Borrower will pay a fee to the Administrative Agent, for the ratable benefit of the Revolving Credit Lenders, on the daily aggregate drawable amount of all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving... | Label: Fees |
ea2852c4-2eaa-4a4a-907d-67f09d0289df | Clause:
The headings of this Agreement are inserted for convenience only and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Headings |
fdd4588c-840d-420b-ad9a-1eb5e634b416 | Clause:
This Agreement may be amended or modified only by a written instrument signed by the Employee and by a duly authorized representative of the Employer other than Employee after approval by the Employer’s Board of Directors or Compensation Committee of the Board, consistent with the Employer’s corporate governanc... | Label: Amendments |
95c7dd81-1940-4133-8d3d-0b68c7cb4db6 | Clause:
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 3 (AS MODIFIED BY THE SCHEDULES), NONE OF THE GROUP COMPANIES, NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, MAKE AND HAVE MADE ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE TRANSACTIONS AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WA... | Label: Warranties |
322a7140-7107-4b27-8ff0-9b88d4840080 | Clause:
Except as set forth on Schedule 7.2.2: (i) all income and any other material Tax Returns required to be filed by or on behalf of any Transferred Company and any Subsidiary have been timely filed; (ii) all such Tax Returns are true, correct and complete in all material respects; (iii) all Taxes (shown as due on ... | Label: General |
4edc4873-c536-40e0-969a-75985ee3fd3a | Clause:
On the Transaction Settlement Date for each Primary Portfolio, the Purchaser shall pay the Transaction Purchase Price to the Seller, the Seller shall convey the Primary Portfolio Excess Spread to the Purchaser and the Seller shall commence servicing or subservicing the Primary Portfolio Mortgage Loans in accord... | Label: Closings |
a28d16ce-0352-49f6-a81e-78d56aa48f77 | Clause:
This Agreement, together with the Separation Agreement, constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. Any waiver, modificati... | Label: Entire Agreements |
681f49b3-a195-472c-9819-1bd1eb4820d0 | Clause:
No modification of any provision of this Agreement shall be effective unless the same is in writing and signed by all parties, and then such modification shall be effective only in the specific instance or for the purpose for which given.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Modifications |
e1c87f2b-08b7-4e48-8256-244484e3e17b | Clause:
You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter. You further represent that you will not disclose to the Company or... | Label: No Conflicts |
4e479641-dd83-4105-a73f-66ee24ec651b | Clause:
This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Governing Laws |
16f87dfd-646f-4275-8768-5b8a3d9f8a37 | Clause:
The financial statements included in each SEC Filing complied 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 (or to the extent corrected by a subsequent restatement or amendment, at the time of suc... | Label: Financial Statements |
96517daa-70f5-469e-b46e-ab21cf745def | Clause:
This Extension may be executed in counterparts, each of which shall be deemed to be an original, and all of which together will constitute one and the same instrument. Any facsimile or other electronic signature of this Extension will be deemed an original for all purposes.
Task: Classify this clause into ONE... | Label: Counterparts |
43121ace-fec5-4677-9c2c-bbeb3ab106f7 | Clause:
The Company and each of its Restricted Subsidiaries have filed all Federal, state and other material tax returns required to be filed, and have paid all Federal, state and other material Taxes levied or imposed upon it or its properties, income or assets otherwise due and payable, except those which are being c... | Label: Taxes |
b02a77c9-372b-47d3-ad60-e44e20476e73 | Clause:
If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify this Agreement or the Option under any applicable law, such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so... | Label: Severability |
d812c68f-3717-4e97-87df-93619151f1b8 | Clause:
Neither this Agreement nor any of Seller’s rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of Law or otherwise by Seller without the prior written consent of Purchaser, and any such purported assignment, delegation or transfer wit... | Label: Assignments |
a9326a0a-1101-4344-9dc1-1e36c5d14094 | Clause:
Executive shall serve as Chief Executive Officer of the Company, and shall perform such duties consistent with her position as may be assigned to her from time to time by the Board of Directors of the Company (the “Board”). Executive shall perform her duties hereunder at the Company’s corporate offices at 400 P... | Label: Positions |
45fb51c1-7c67-4378-a655-338f3f05745a | Clause:
To the extent permitted by law, in the event of the Employee’s Disability (as defined below), the Company may terminate this Agreement and the Employee’s employment hereunder upon written notice to the Employee. The Employee’s employment shall terminate on the date on which such notice is given.
Task: Classify... | Label: Disability |
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