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b19939cd-5f7c-4180-a60e-8fc8d23f0daf
|
Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are fulfilled to the greatest extent possible.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Severability
|
2607697d-05af-4c40-96ab-e733ee620029
|
Clause:
As of the date hereof, other than as set forth on Schedule VI , no of Borrower or any Affiliate (i) has or holds any tradenames, trademarks, servicemarks, logos, copyrights, patents or other intellectual property (collectively, “ Intellectual Property ”) with respect to any Property or the use or operations thereof or is (ii) is the registered holder of any website with respect to any Property (other than Tenant websites).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Intellectual Property
|
36902f1a-428e-4b11-afa9-806078cf80f1
|
Clause:
Each of IHS and its Subsidiaries owns, or is licensed or otherwise has the right to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by IHS and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Intellectual Property
|
40dc341e-76d1-4106-a418-2ed3e15713cc
|
Clause:
The documents, certificates and written materials furnished to the Agent or any Lender by or on behalf of the Company for use in connection with the transactions contemplated in this Agreement, taken as a whole with other documents, certificates and written materials furnished contemporaneously therewith, do not contain any untrue statement of fact or omit to state a material fact (known to the Company in the case of any documents, certificates or written statements not furnished by it) necessary in order to make the statements contained therein not misleading in light of the circumstances under which the same were made.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Disclosures
|
54b40ac1-1262-4319-8157-ca180e6bae1b
|
Clause:
Upon the terms and subject to the conditions set forth herein, the Issuer agrees to sell, and the Investor agrees to purchase the Note, in an aggregate principal amount of $1,500,000, a Warrant to purchase 10,000,000 shares of Issuer common stock with an aggregate exercise price of $500,000, and the Origination Shares. The Investor shall deliver to the Issuer, via wire transfer, immediately available funds at such times and in such amounts as set forth in the Funding Schedule attached as an exhibit to the Note (the " Purchase Price ") and the Issuer shall deliver to the Investor the Note, the Warrant, and the Origination Shares, and the Issuer and the Investor shall deliver any other documents or agreements related to this transaction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Sales
|
a228f6f9-529d-4d42-aeca-48df3dd4713a
|
Clause:
During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), paid at a biweekly rate, at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) base salary paid or payable, including any Annual Base Salary that has been earned but deferred, to the Executive by the Company for any of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase, and the term Annual Base Salary shall refer to the Annual Base Salary as so increased.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Base Salary
|
03a33ea5-a910-4fa3-954d-b9b98f3aa197
|
Clause:
Neither Borrower nor, to Borrower's knowledge, any ERISA Affiliate of Borrower has incurred or could be subjected to any liability under Title IV or Section 302 of ERISA or Section 412 of the Code or maintains or contributes to, or is or has been required to maintain or contribute to, any employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title IV or Section 302 of ERISA or Section 412 of the Code. The consummation of the transactions contemplated by this Agreement will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under federal, state or local laws, rules or regulations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Erisa
|
89719f34-e8ae-417e-a5e3-c8989c240ced
|
Clause:
No Event of Default has occurred and is continuing, both before and immediately after giving effect to this Agreement. Seller is not in default in the performance, observance or fulfillment of any contractual obligations applicable to it or its property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: No Defaults
|
fdf2f981-627a-410a-8200-9e1340efebcd
|
Clause:
Whenever shares of Stock are issued or to be issued pursuant to Awards granted under the Plan, the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for the Company an otherwise available tax deduction or otherwise) prior to the delivery of any such shares. The obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the recipient of an Award. However, in such cases Participants may elect, subject to the approval of the Committee, acting in its sole discretion, to satisfy an applicable withholding requirement, in whole or in part, by having the Company withhold shares to satisfy their tax obligations. The Company also may require a Participant to satisfy withholding obligations by engaging in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan. Participants may only elect to have Shares withheld having a fair market value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. All elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee deems appropriate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Tax Withholdings
|
3d25671a-e500-4a3f-b9e5-d569ed79f093
|
Clause:
The provisions of this Agreement shall be interpreted and construed in accordance with the laws of the State of Texas without regard to its choice of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Applicable Laws
|
fe4f42bf-557d-4afa-aa27-7702fd81724f
|
Clause:
Comply in all material respects with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Loan Party’s or Subsidiary’s business the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard). Each Loan Party may, however, contest or dispute any Applicable Laws in any reasonable manner, provided that any related Lien is inchoate or stayed and sufficient reserves are established to the reasonable satisfaction of Administrative Agent to protect Administrative Agent’s Lien on or security interest in the Collateral.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Compliance With Laws
|
09a157cb-f3be-40ff-8329-93fb6f89dce5
|
Clause:
The Trustee shall be the “Tax Unitholder” of the Company for federal, state and local income tax administrative or judicial proceedings (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as a “judicial review”) and is treated as the “tax matters partner” pursuant to Section 6231(a)(7) of the Code as in effect on November 1, 2015 (Subchapter C of Chapter 63 of the Code as in effect on November 1, 2015 referred to as the “ Current Partnership Audit Rules ”) and the “partnership representative” pursuant to Section 6223(a) of the Code as included in the Bipartisan Budget Act of 2015 (with the changes to Subchapter C of Chapter 63 of the Code as made by the Bipartisan Budget Act of 2015 referred to as the “ 2015 Budget Act Partnership Audit Rules ”). The Trustee is authorized to conduct all tax audits and judicial reviews for the Company. So long as Section 6223(c)(3) of the Current Partnership Audit Rules is in effect, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Company, the Tax Unitholder shall furnish the IRS with the name, address, taxpayer identification number and profit interest of each of the Unitholders and any Assignees; provided , however , that such information is provided to the Company by the Unitholders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: General
|
f690790d-585a-4b93-af0c-d28a001ca7cf
|
Clause:
The representations and warranties of Buyer contained in this Agreement and the Ancillary Agreements (i) shall be true and correct at and as of the Effective Date in all material respects and (ii) shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date in all respects. Buyer shall have duly performed and complied in all respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Agreements to which it is a party, to be performed or complied with by it prior to or on 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, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Representations
|
f3d5a7c2-d7df-4a63-a5ca-217eb834cf94
|
Clause:
The Parent Guarantor is duly organized, validly existing and in good standing under the laws of Delaware. The Parent Guarantor is duly authorized and qualified to do business and is in good standing in its jurisdiction of incorporation and in jurisdictions in which the conduct of its business requires it to so qualify. The Parent Guarantor has the requisite corporate power and authority to execute, deliver and perform this Parent Guaranty.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Organizations
|
0bd6a67c-dfb1-4e7c-b50b-de08444705c7
|
Clause:
During the Employment Term, Executive shall be entitled to participate in the Company’s employee benefit, fringe and perquisite plans, practices, policies and arrangements as in effect from time to time (collectively, “ Employee Benefits ”), on generally the same terms and conditions as each of the Employee Benefits are made available to other senior executives of the Company (other than with respect to annual bonuses, incentive plans and severance plans (as well as any other terms and conditions specifically determined under this Agreement), the benefits for each which shall be determined instead in accordance with this Agreement); provided that Executive shall be entitled to no less than four (4) weeks’ vacation per calendar year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: General
|
dc89d5cb-03e9-44a7-816d-86e9e5057fe6
|
Clause:
The Lessee is a corporation duly organized and validly existing in good standing pursuant to the laws of the State of Delaware; is duly qualified to do business as a foreign corporation in each jurisdiction in which its operations or the nature of its business requires to be so qualified, except where the failure to be so qualified would not have a material adverse effect on the Lessee or its business; is a U.S. Air Carrier; and has the corporate power and authority to engage in air transport and to carry on scheduled passenger service as presently conducted, to own each Aircraft and to enter into and perform its obligations under the Operative Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Existence
|
d468c3ce-3305-40a4-80aa-aa2ceb1bb4c1
|
Clause:
Borrowers shall use the proceeds of Revolving Loans solely (a) to pay transaction fees incurred in connection with the Financing Documents and (b) for general corporate purposes and for the working capital needs of Borrowers and their Subsidiaries. No portion of the proceeds of the Loans will be used for family, personal, agricultural or household use.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Use Of Proceeds
|
f274c31e-bb5e-4dd8-8446-f37f9d3327cb
|
Clause:
This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, between the parties hereto with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto and, as applicable, their respective heirs, legal representatives, successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this 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, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Entire Agreements
|
f9ba921b-6565-42ae-8145-64cda4f8989d
|
Clause:
Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the Director hereby agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided , however , that the Director’s continued service on the Board of Directors of the Company (the “Board”) after the initial one-year term on the Board shall be subject to approval by the Company’s stockholders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Positions
|
5cba8a81-f7de-4e73-90ee-ab98c3223fb2
|
Clause:
Give the Lender prompt written notice of an amendment or modification to any of the Credit Parties’ Organizational Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Amendments
|
da2f5f6c-b3e1-47fd-ad7d-798aae7ebc53
|
Clause:
All federal and state income tax returns and other material tax returns of the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed (except for any such returns the non-filing of which would not result in any material fine or penalty or would not otherwise reasonably be expected to have a Material Adverse Effect); and all federal and state income taxes and other material taxes, assessments and other governmental charges or levies upon, each Loan Party, each other Subsidiary and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment which is at the time permitted under Section 8.6 . As of the Agreement Date, none of the United States federal income tax returns of the Borrower, any other Loan Party or any other Subsidiary is under audit. All charges, accruals and reserves on the books of the Borrower, the other Loan Parties and the other Subsidiaries in respect of any material taxes or other governmental charges are in accordance with GAAP.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Taxes
|
390b932c-e595-40ad-b6eb-cddc59a1b711
|
Clause:
Except for fees payable to Scarsdale Equities LLC, no placement agent or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Fees
|
d92269ab-e52d-41e3-9e3c-55102c449965
|
Clause:
Subject to Sections 2(b) and 2(c), one share of common stock of the Company (the “Common Stock”) shall be issuable for each Unit subject to the Award (the “Shares”) upon vesting. Immediately thereafter, or as soon as administratively feasible, the Company will deliver the appropriate number of Shares to the Director after satisfaction of any required tax or other withholding obligations, or, in the case of Approved 102 Option, to the Trustee. Notwithstanding the foregoing, the relevant number of Shares shall be delivered to the Director or, in the case of Approved 102 Option, to the Trustee no later than March 15th of the year following the calendar year in which the Award vests.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: General
|
38b62b9e-7e2b-4846-961e-a782d4feb966
|
Clause:
This Agreement constitutes the entire agreement between the Executive and the Company with respect to the subjects addressed herein and supersedes all prior agreements, understandings and representations, written or oral, with respect to those subjects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Entire Agreements
|
c5315f89-e902-43ec-b3e9-b4628afd7609
|
Clause:
The Executive shall be entitled to receive prompt reimbursement of all expenses reasonably incurred by him in connection with the performance of his duties hereunder, in each case in accordance with policies established by the Board from time to time and upon receipt of appropriate documentation. Upon the Executive’s termination of employment (as provided in, and subject to the provisions of, Section 4 ), any outstanding reimbursement requests must be submitted promptly and payment shall occur thereafter but no later than December 31st of the calendar year following the calendar year in which such expenses were incurred.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Expenses
|
f0834b87-2ee8-4c1a-8548-65d62f331a29
|
Clause:
Any judicial proceeding brought against the Borrower with respect to any Loan Document Related Claim may be brought in any court of competent jurisdiction in The City of New York, and, by execution and delivery of this Agreement, the Borrower (a) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be bound by any judgment rendered thereby in connection with any Loan Document Related Claim and (b) irrevocably waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower hereby waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Article XII , and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing herein shall affect the right of the Administrative Agent, any Lender or any other Indemnified Person to serve process in any other manner permitted by law or shall limit the right of the Administrative Agent, the Syndication Agent, the Documentation Agent, any Lender or any other Indemnified Person to bring proceedings against the Borrower in the courts of any other jurisdiction. Any judicial proceeding by the Borrower against the Administrative Agent or any Lender involving any Loan Document Related Claim shall be brought only in a court located in the City and State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Consent To Jurisdiction
|
24140d19-efae-4081-9dce-1c2d1e64f24b
|
Clause:
Seller has paid all taxes, including penalties and interest, that are due on or have accrued through the Effective Date and all required reports and returns relating thereto have been, or will be, timely filed, subject to any extension rights. To Seller’s Knowledge, all sales and use taxes required to be paid or collected by Seller or Manager in the ownership and operation of the Property have been or will be collected and paid, in the ordinary course of business, to the appropriate governmental authority through the Effective Date. To Seller’s knowledge, as of the Effective Date, (i) neither Seller nor Manager has received written notice of any special tax assessment relating to the Hotel or any portion thereof, and (ii) there are no tax agreements in place affecting the Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Taxes
|
3bb5d10b-3d18-46b2-8943-b9d7db6990c5
|
Clause:
No failure or delay by the Administrative Agent or any Secured Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreement, any Secured Cash Management Agreement, any Secured Hedge Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: No Waivers
|
1342ecc9-a9c6-41cf-aa66-246f85990de7
|
Clause:
All covenants, agreements, representations and warranties made by the Credit Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Aggregate Commitment has not expired or terminated. The provisions of Section 2.15, Section 2.16, Section 2.17 and Section 11.03 and Article X shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Aggregate Commitment or the termination of this Agreement or any provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Survival
|
5051b032-faac-4d11-9928-f9167e1fa83c
|
Clause:
This Agreement may be executed in several counterparts, each of which when executed and delivered is an original, but all of which together shall constitute one instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart which is executed by the party against whom enforcement of this Agreement is sought.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Counterparts
|
4bd50b6d-7c15-4d05-a9ac-44fac4ae27e9
|
Clause:
The Restricted Shares shall vest as of the date of grant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Vesting
|
6826c831-0093-4ba7-ad04-6723903a7113
|
Clause:
The Company has all corporate power and authority and has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Loan Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Notes and the shares of Common Stock issuable upon conversion thereof (the “ Conversion Shares ” and, together with the Notes, the “ Securities ”). The Loan Documents, upon execution and delivery thereof by the Company, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Authorizations
|
191e082e-f589-4d3b-a221-f51748bbdcc2
|
Clause:
(a) Under the laws of Mexico, with respect to the execution, delivery and performance of this Agreement or any Note issued hereunder, each of the Mexican Borrower and its Subsidiaries is subject to private commercial law and to suit, and neither it nor its properties have any immunity from the jurisdiction of any court or any legal process that may be brought in the courts of Mexico (whether through service of notice, attachment prior to notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Enforcements
|
d83d71aa-f719-42c0-8197-33a3c42b5d64
|
Clause:
After giving effect to the transactions contemplated hereby, the aggregate assets (after giving effect to amounts that could reasonably be expected to be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Credit Parties, taken as a whole, exceed the aggregate Debt of the Credit Parties on a consolidated basis, the Credit Parties, taken as a whole, have not incurred and do not intend to incur, and do not believe that they have incurred, Debt beyond their ability to pay such Debt (after taking into account the timing and amounts of cash they reasonably expect could be received and the amounts that they reasonably expect could be payable on or in respect of their liabilities, and giving effect to amounts that that could reasonably be expected to be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and the Credit Parties, taken as a whole, do not have (and do not have reason to believe that it will have thereafter) unreasonably small capital for the conduct of their business.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Solvency
|
61cf48a9-44af-4483-b45b-a209a0eb71c6
|
Clause:
This Agreement, including the Employee Confidential Information and Employee Innovations and Proprietary Rights Assignment Agreement incorporated herein by reference, and the Product Purchase Agreement (in each case, including all Schedules, Exhibits and Appendices hereto and thereto) contain the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, including, without limitation, illustrative terms of employment, except for any written agreement of the parties that expressly provides that it is not superseded by this 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, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Entire Agreements
|
760b24e9-94cc-44dc-8b0e-cbbb21dbd771
|
Clause:
All corporate or similar action, as applicable on the part of such party, necessary for the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby have been taken. This Agreement has been duly executed by such party and constitutes a valid and legally binding obligation of such party, enforceable against such party in accordance with its term.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Authorizations
|
ae452dd3-4b7e-432c-916d-f7c92da06451
|
Clause:
In the event of actual or threatened breach by Executive of any of his covenants in Articles V , VI , and VII , the Company shall be entitled to equitable relief by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to which it may be entitled, including but not limited to any and all monetary damages that the Company may incur as a result of said breach, violation, or threatened breach or violation. For the avoidance of doubt, nothing shall restrict the Company from pursuing any relief otherwise provided for by this Agreement. The Company may pursue any remedy available to it concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation, and the pursuit of one of such remedies at any time will not be deemed an election of remedies or waiver of the right to pursue any other of such remedies as to such breach, violation, or threatened breach or violation, or as to any other breach, violation, or threatened breach or violation. In addition to the above, in the event that a final judicial determination concludes that Executive has materially breached any of his covenants in Articles V , VI or VII , the Company will be entitled to reimbursement by Executive of all cash severance payments paid by the Company under Section 4.3(b)(3) , Section 4.3(b)(4) , Section 4.3(c)(3) or Section 4.3(c)(4) , as applicable, of this Agreement during the period of any such breach. In the event of an alleged actual material breach by Executive of any of his covenants in Articles V , VI or VII , as determined in good faith by the Board, the Company may suspend the payments of cash severance then owing to Executive under Section 4.3(b)(3) , Section 4.3(b)(4) , Section 4.3(c)(3) or Section 4.3(c)(4) , as applicable, of this Agreement without resort to judicial intervention until such breach is cured (if curable); provided , however , that if it is later determined, whether judicially or otherwise by the Board, that Executive was not in material breach of such covenants, the Company shall promptly pay to Executive all such suspended payments and benefits, as well as reimbursement of all reasonable costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by Executive in defending any such claim or action in accordance with Section 10.11 ; and provided further , however , that any cure and payments upon cure and any payments upon a judicial determination that no breach occurred will be made no later than the deadline under Section 409A that is applicable to disputed payments and refusals to pay.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Remedies
|
7bcee375-f75e-4fe2-b2cb-c7360237aef9
|
Clause:
Except as otherwise provided in this Section 15.2 , no Unitholder shall, in any manner, either directly or indirectly, divulge, disclose, or communicate to any Person any non-public information, data, observations or materials relating to the LLC or any of its Subsidiaries or their respective assets, liabilities, operations, businesses, affairs and activities (including any notes, summaries, evaluations, analyses and other material derived from any such information, data, observations or materials) (collectively, “ Confidential Information ”); provided , however , that the foregoing confidentiality obligation shall not apply to any Confidential Information that ( a ) has previously become available to the general public for a period of at least two (2) Business Days (other than as a result of wrongful disclosure by the Unitholder) or ( b ) becomes available to the Unitholder on a non-confidential basis from a source other than the LLC or any of its Subsidiaries, so long as such source is not known by the Unitholder (after reasonable inquiry) to be subject to another confidentiality agreement. Until the termination of this Agreement, no Unitholder shall make any use of any Confidential Information other than to further the operations, businesses, affairs and activities of the LLC and its Subsidiaries or to evaluate or monitor (in its capacity as a Unitholder) its investment in the LLC. The foregoing provisions of this Section 15.2 shall not prohibit the disclosure of Confidential Information by ( i ) any Unitholder to the extent required by applicable law, rule, regulation, governmental body or stock exchange (including regulatory and self-regulatory bodies), court order or other governmental decree, ( ii ) any current or former Principal Investor to the extent required or appropriate in connection with federal securities laws, stock exchange requirements or other public company reporting or disclosure obligations, in which case the current or former Principal Investor intending to make the release or disclosure of such Confidential Information shall use commercially reasonable efforts to consult with the other Principal Investor (if any) to the extent practicable about, and allow the other party reasonable time (taking into account the circumstances, including exigent circumstances) to comment on, such release or disclosure in advance of such issuance, and the current or former Principal Investor intending to make the release or disclosure will consider such comments in good faith, ( iii ) any Unitholder with the written consent of the Principal Investors, which consent may be withheld by the Principal Investors in their sole discretion, ( iv ) any Unitholder to any officer, director, manager, employee or other representative (“ Representatives ”), Affiliate or Representatives of an Affiliate of such Unitholder if such Person has a need to know such information and has agreed or is otherwise obligated not to communicate such information to any other Person or use the Confidential Information for his, her or its own benefit, for any purpose other than to monitor the recipient’s indirect interest in the LLC or in a manner adverse to the interests of the LLC or ( v ) any current or former Principal Investor to any limited partner of such current or former Principal Investor, but only to the extent such Confidential Information being disclosed does not contain material, non-public information and is of a nature customarily disclosed by private investment funds to their limited partners in the ordinary course of business consistent with past practice and the recipient of such Confidential Information has been advised and directed not to communicate such information to any other Person or use the Confidential Information for his, her or its own benefit, for any purpose other than to monitor the recipient’s indirect interest in the LLC or in a manner adverse to the interests of the LLC. Each Unitholder shall take reasonable steps to inform its Representatives, Affiliates and limited partners who receive access by such Unitholder to any Confidential Information of the provisions of this Section 15.2 , and any other Person who receives access to any Confidential Information from such Unitholder pursuant to clauses (iv) or (v) of the foregoing sentence, and such Unitholder shall be responsible for any violation of this Section 15.2 by such Persons as if such Persons been bound hereunder. Except for any disclosure made pursuant to Section 15.2(ii) , if any Unitholder is required by applicable law, rule, regulation, governmental body or stock exchange (including regulatory and self-regulatory bodies), court order or other governmental decree to disclose Confidential Information, such Unitholder shall give prompt written notice of such fact to the LLC so that the LLC may seek a protective order or other governmental or judicial relief to prevent disclosure of such information. Notwithstanding the foregoing, the LLC and each Unitholder acknowledges that, in the ordinary course of business of each member of the Investor Group, the members of the Investor Group evaluate, pursue, acquire, sell, manage, advise and serve on the boards of other Persons. The LLC and each Unitholder acknowledges that ( x ) the review of the Confidential Information by each of Frazier, Providence and the members of the Investor Group may inevitably enhance such Persons’ or their respective Affiliates’ knowledge and understanding of the industries in which the Company Group operates in a way that cannot be separated from such Persons’ or their respective Affiliates’ other knowledge, and the LLC and each Unitholder agrees that this Section 15.2 shall not restrict such Persons’ or their respective Affiliates’ use of such general industry knowledge and understanding, including in connection with investments in other companies (including in the same or similar industries) and ( y ) none of Frazier or Providence or any member of the Investor Group shall be deemed to have used any Confidential Information in contravention of this Section 15.2 solely because of the fact of its evaluation, pursuit, acquisition, sale or management of, provision of advice to, or service on the board of any such other investment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Confidentiality
|
ae2f1107-f194-47e9-a699-173c5505ebba
|
Clause:
Each Participant may elect the percentage of his Compensation (stated in full percentages, unless otherwise permitted by the Committee on a uniform and non-discriminatory basis) which shall be contributed to the Plan in cash to his Before-Tax Account as Before-Tax Contributions and to his Roth Account as Roth Contributions. The aggregate of a Participant’s Employee Contributions shall not be less than 1.0% nor more than 25.0% of his Compensation. The percentages so elected shall be applied to the Compensation of the Participant, on a paycheck by paycheck basis, as increased or decreased from time to time. The percentages so elected shall be subject to automatic adjustment and the limitations on contributions as set forth in Article XI.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: General
|
a5ac57d2-ba55-4840-a192-20a95efbf9e0
|
Clause:
Borrower and TRS Entity shall, without expense to Lender, execute, acknowledge and deliver all further acts, deeds, conveyances, mortgages, deeds of trust, assignments, security agreements, and financing statements as Lender shall from time to time reasonably require, to assure, convey, assign, transfer and confirm unto Lender the Property and rights conveyed or assigned by this Agreement and the other Loan Documents and the Environmental Indemnity or which Borrower may become bound to convey or assign to Lender, or for carrying out the intention or facilitating the performance of the terms of this Agreement or any of the other Loan Documents or the Environmental Indemnity, or for filing, refiling, registering, reregistering, recording or rerecording the Security Instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Further Assurances
|
ef4664ca-d716-4319-9c48-b18a40a92bbe
|
Clause:
This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Director hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Entire Agreements
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7713aaeb-cf89-416a-b36e-5f22d6bd4d8a
|
Clause:
This Agreement may be executed in any number of counterparts, all of which together shall constitute a single 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, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Counterparts
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19ad7ae8-72b7-4b24-94a1-2defdbc55c8b
|
Clause:
Subject to the requirements of clause (e) of this Section 11.06 , any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, a Defaulting Lender, a Disqualified Lender or any Borrower or any Affiliate or Subsidiary of any Borrower; provided that, notwithstanding anything to the contrary contained herein, participations may be sold to Disqualified Lenders unless the DQ List has been posted to the Platform) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a) , (b) , (c) , (g) and (h) of Section 11.01 that affects such Participant. All parties hereto acknowledge and agree that the Administrative Agent shall have no obligation or duty to monitor or track whether any Disqualified Lender shall have become a Participant hereunder. Subject to clause (f) of this Section 11.06 , each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.06(b), subject to the requirements and limitations of such Sections, including Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the participating Lender, and if any additional amounts are required to be paid pursuant to Section 3.01(a) or (c) , to the Borrower and the Administrative Agent). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant shall be subject to Section 2.12 as though it were a Lender. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Participations
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7a6ab4eb-8937-4307-a2c0-aea3b49d7819
|
Clause:
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and the CEO.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Amendments
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9728d569-88ea-4bf7-a604-7d8938706381
|
Clause:
All amounts due under this Section shall be due and payable (and subject to the DIP Financing Orders) shall be paid not later than 10 days after demand therefor; provided , however , any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 10.04 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Payments
|
470b8716-8844-4b84-89cd-3359d8d33f4f
|
Clause:
The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided , however , that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Assignments
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bc84b3a3-3423-4cc2-96c1-72408730ef42
|
Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement and its legal and accounting advisers, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Confidentiality
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44200f50-a86d-4437-8465-f94015d48fb2
|
Clause:
Each Party acknowledges that because money damages would be an insufficient remedy for any failure of any Party to perform its obligations in accordance with their specific terms or any other breach of this Agreement by any Party, each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, including, without limitation, an order of any court of competent jurisdiction requiring any Party to comply promptly with, or to prevent breaches of, any of its obligations hereunder (including to take such actions as are necessary to consummate the Restructuring as contemplated by this Agreement and the CEOC Plan), without the necessity of proving the inadequacy of money damages as an exclusive remedy. Each of the Parties hereby waives (a) any defense that a remedy at law is adequate and (b) any requirement to post bond or other security in connection with actions instituted for injunctive relief, specific performance, or other equitable remedies. Nothing herein waives entitlements to money damages or any other remedies available at law or equity. None of the Parties shall oppose the granting of an injunction, specific performance and other equitable relief when available pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Specific Performance
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16e8060f-7a21-4846-85cf-a91fdda7bf0e
|
Clause:
Except as provided for in Section 23.1 above, this Agreement may only be modified, amended, changed or supplemented in writing signed by 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, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Amendments
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42ebff4f-8fc6-4833-899b-e77286e52e33
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Clause:
Except as otherwise provided herein and in the Plan, the Restricted Stock Units will vest upon, and to the extent of, the achievement of specific performance vesting conditions, as described generally in Exhibit A attached hereto and specifically with respect to Grantee in Exhibit B attached hereto. The extent of achievement of the specified performance targets and the satisfaction of the applicable vesting conditions shall be determined on an annual basis by the Committee, in its sole discretion, within 90 days following the Company’s most recently completed fiscal year. Exhibit B shall be updated by the Company accordingly to reflect such determinations and to reflect the Grantee’s “Strategic Objectives” for the next fiscal year of vesting, if applicable. If the Grantee’s employment with or service to the Company or an Affiliate is terminated for reasons other than death or disability (as determined by the Committee) prior to the date the Restricted Stock Units are vested, the Restricted Stock Units that have not yet vested as of the date of such termination will be immediately forfeited without further consideration or any act or action by the Grantee. If, prior to the date the Restricted Stock Units have vested, the Grantee’s employment with or service to the Company or an Affiliate terminates as a result of death or disability (as determined by the Committee), then all such Restricted Stock Units shall vest on the date of such termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Forfeitures
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5eb81a58-d435-47dd-955f-aaac8b1cfd5a
|
Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws of such state or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement and (c) waive, and agree not to plead or make, any claim that the Delaware Court lacks venue or that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Governing Laws
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a43492d1-5edd-469d-8545-7324e2179118
|
Clause:
Evidence that: (i) each Seller has added Administrative Agent as an additional loss payee under each Seller’s Fidelity Insurance and (ii) Property Manager has added Administrative Agent as an additional loss payee under Property Manager’s Fidelity Insurance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Insurances
|
fe3e7bf3-ad08-47c9-ae11-870621d254f0
|
Clause:
This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way. This Agreement shall bind and inure to the benefit of and be enforceable by Tyson, you and their respective heirs, executors, personal representatives, successors and assigns, except that neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party. The provisions of this Agreement may be amended or waived only with the prior written consent of Tyson and you, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same 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, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Miscellaneous
|
d5dba3b5-e4da-4fc9-b164-7cdc21b1e54c
|
Clause:
Immediately after giving effect to (a) the issuance of this Note, (b) the disbursement of the proceeds of the Loan, and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Borrower is Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Solvency
|
40b18d00-341e-4b6d-8f87-6cec0cc11ca4
|
Clause:
Manager may not assign its duties under this Agreement except as described in this Section 24. Manager may assign this Agreement, Manager’s duties hereunder or direct or indirect interests in Manager so long as the assignee or Manager, as the case may be, shall be controlled, directly or indirectly, by Gramercy Property Trust. For avoidance of doubt for the purposes of this Section 24, Gramercy Property Trust shall include any successor to Gramercy Property Trust. whether by merger, consolidation or similar business combination transaction, however characterized. This Agreement may not be assigned by Company without the prior written consent of the Manager.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Assignments
|
313d2c7c-b075-4588-8a25-60c52cfc41d1
|
Clause:
This Agreement shall terminate upon death of the Executive; provided, however, that in such event the Employer shall pay to the estate of the Executive the compensation, including Base Salary and accrued but unused paid-time off in accordance with Employer’s policies with respect thereto, which otherwise would be payable to the Executive through the date on which his death occurs. Such amounts shall be paid at the end of the payroll period that follows the payroll period in which his employment terminates due to his death. Additionally, the Employer shall pay to the Executive’s estate any vested benefits under this Agreement or under any plan or program of the Employer (paid at the times provided thereunder) and any bonus or other short-term incentive compensation earned, but not yet paid, for any year prior to the year in which his death occurs.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Death
|
5122d2ac-9ab1-408e-a8d4-137a69b99383
|
Clause:
Each of the Parties acknowledge and agree that irreparable injury to the other Parties would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that Engine, on the one hand, and the Company, on the other hand (the “ Moving Party ”), will each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Parties will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 10 is not the exclusive remedy for any violation of this 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, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Specific Performance
|
55f459f6-45e2-43f4-a0d1-455efcf00258
|
Clause:
The Company is in compliance with its reporting obligations under Section 13 of the Exchange Act.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Disclosures
|
d519b8ee-95cc-48fa-9b4b-f32ca2451c33
|
Clause:
During the Term, the Employee will disclose to the Company all ideas, inventions, advertising campaigns, designs, logos, slogans, processes, operations, products or improvements which may be patentable or copyrightable or subject to any trade or service mark or name, and business plans developed by him during such period, either individually or in collaboration with others, which relate to the business of the Company ("Intellectual Property"). The Employee agrees that such Intellectual Property will be the sole property of the Company and that he will at the Company's request and cost do whatever is reasonably necessary to secure the rights thereto by patent, copyright, trademark or otherwise to the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Intellectual Property
|
fa832050-bba1-4cac-8229-02f3bc1523dd
|
Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Broward County, Florida or in the federal courts located in the State of Florida. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Governing Laws
|
f6b82235-babd-4796-9f8d-1d086f57efb3
|
Clause:
Employee shall be entitled to four weeks of paid vacation per year for each full year of employment and pro rata for each partial year. Vacation time not taken during a calendar year is not accrued to the next calendar year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Vacations
|
9ddb6ada-f79b-412c-ba12-ae51711086b5
|
Clause:
The Parties to this Agreement warrant and represent that the terms of this Agreement are strictly confidential. The contents, terms and conditions of this Agreement may not be voluntarily discussed with anyone or disclosed to any other person or entity, except to your spouse and to the Parties’ attorneys and accountants, to the Company’s employees for purposes of carrying out the terms of this Agreement or as required by any prima facie valid court order or subpoena or otherwise as required by law, including with respect to filing this Agreement with the Securities and Exchange Commission. The Parties agree that if either party is asked for information concerning this Agreement, that party will state only that the Parties reached an amicable resolution of any disputes concerning your separation from the Company. This applies not only to Ms. Wang but to all current board members, attorneys of the Company, and any Company employees involved in carrying out the terms of this 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, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Confidentiality
|
8a94938b-2960-4bdc-b711-9181359b472c
|
Clause:
The Parties agree and acknowledge that the restrictions contained in Paragraphs 1-8 are reasonable in scope and duration and are necessary to protect the Company. If any provision of Paragraphs 1-8 as applied to any party or to any circumstance is judged by a court to be invalid or unenforceable, the same shall in no way affect any other circumstance or the validity or enforceability of any other provision of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Specific Performance
|
1b30c693-68ae-48b7-a107-78bb8e47c1e1
|
Clause:
This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. Signatures may be affixed manually or digitally and delivery of an executed counterpart of the signature pages to this Amendment by facsimile or by electronic means shall be effective as delivery of a manually executed counterpart 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, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Counterparts
|
7592c74b-8071-4876-be12-3b413d920b50
|
Clause:
This Agreement will not be effective with respect to the Company until the satisfaction of the following conditions subsequent: CEC and CAC shall have (a) reached agreement on the terms and conditions of, and executed and delivered, the Merger Agreement in form and substance reasonably acceptable to the Company and (b) obtained the Sponsor Agreements in form and substance reasonably acceptable to the Company, in each case of (a) and (b), by the Outside Merger Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Effectiveness
|
6c2afb4d-27b7-4176-aadb-3083daaf72f8
|
Clause:
Each Holder proposing to make a Proposed Transfer must deliver a written notice (an “ Offer Notice ”) to Parent stating its bona fide intention to offer the ROFO Shares. Such Offer Notice shall contain the number of ROFO Shares to be offered and the material terms and conditions (including price, form of consideration and proposed closing date) of the Proposed Transfer. The Offer Notice shall constitute the selling Holder’s offer to sell the ROFO Shares to Parent, which offer shall be irrevocable for a period of fifteen (15) days from the date thereof (the “ Offer Period ”); provided , however , that the Offer Period shall be seven (7) calendar days from the date of the Offer Notice with respect to any Proposed Transfer of securities pursuant to an effective registration statement filed under the Securities Act (including a registration statement filed pursuant to Section 2 ). To exercise its Right of First Offer under this Section 5 , in whole or in part, Parent must deliver a Parent Notice to the selling Holder during the Offer Period. Parent’s failure to deliver a Parent Notice during the Offer Period will be deemed to be an election not to purchase any of the ROFO Shares specified in the relevant Offer Notice; provided , however , that such election shall not limit Parent’s rights to exercise its Right of First Refusal pursuant to Section 3 in the event that such Holder ultimately proceeds to sell its Parent Shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Notices
|
e0d09ed5-5c93-4d0e-984e-afb99c486d8f
|
Clause:
Any provision of this Guarantee which is for any reason prohibited or found or held invalid or unenforceable by any court or governmental agency shall be ineffective to the extent of such prohibition or invalidity or unenforceability, without invalidating the remaining provisions hereof in such jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Severability
|
cdd1cc1d-0de0-4394-b99a-fb5bf956ca38
|
Clause:
If the consideration proposed to be paid for the ROFR Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by Parent’s Board of Directors and as set forth in the Parent Notice. If Parent cannot for any reason pay for the ROFR Shares in the same form of non-cash consideration, Parent may pay the cash value equivalent thereof, as determined in good faith by the Parent’s Board of Directors and as set forth in the Parent Notice. The closing of the purchase of ROFR Shares by the Company shall take place, and all payments from Parent shall have been delivered to the selling Holder, by (a) the date that is fifteen (15) days after delivery of the Parent Notice if the consideration to be paid for the ROFR Shares is less than or equal to fifty million dollars ($50,000,000), and (b) the date that is forty five (45) days after delivery of the Parent Notice if the consideration to be paid for the ROFR Shares is greater than fifty million dollars ($50,000,000). For the avoidance of doubt, the value of the consideration to be paid for the ROFR Shares for the purposes of clauses (a) and (b) of the preceding sentence shall be the value of the consideration to be paid by Parent for the ROFR Shares as specified in the Parent Notice and determined in accordance with this Section 3.3 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Closings
|
ef508f7a-fa98-453c-9159-deaa82626c95
|
Clause:
The Corporation shall make reasonable efforts to comply with all applicable federal, provincial and state securities laws; provided , however , notwithstanding any other provision of the Plan and this Agreement, the Corporation shall not be obligated to issue any Common Shares pursuant to this Agreement if the issuance thereof would result in a violation of any such law. The Option shall not be exercisable if such exercise would involve a violation of any law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Compliance With Laws
|
7de5bc23-8d30-40f4-8baa-83dd2483b138
|
Clause:
Following the Distribution Date, and for the duration of the applicable Transition Services Agreement provisions under which Greatbatch provides payroll services for Nuvectra, it is expected that (i) Greatbatch will be responsible for all income, payroll and other tax remittance and reporting related to income of Greatbatch Employees, Former Greatbatch Employees, including in respect of Adjusted Greatbatch Awards and Nuvectra Awards, and individuals who are or were Greatbatch non-employee directors, including in respect of Adjusted Greatbatch Awards and Nuvectra Awards, and (ii) Nuvectra will be responsible for all income, payroll and other tax remittance and reporting related to income of Nuvectra Employees and Former Nuvectra Employees in respect of Adjusted Greatbatch Awards and Nuvectra Awards. Greatbatch or Nuvectra, as applicable, shall facilitate performance by the other Party of its obligations hereunder by promptly remitting amounts or shares withheld in conjunction with a transfer of shares or cash, either (as mutually agreed by the Parties) directly to the applicable taxing authority or to the other Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Withholdings
|
1210e391-5ac9-4ad4-964e-e614918ddb11
|
Clause:
This Agreement, and the legal relations between the parties, shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts of law doctrine.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Governing Laws
|
f047805e-492b-41a3-a5b0-0bd9b1b5d738
|
Clause:
Use the proceeds of the Term Loan for any purpose other than (a) to finance the Acquisition and (b) to pay the Transaction Expenses.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Use Of Proceeds
|
e1ace0c2-889d-4185-9e50-3ff64b3e1262
|
Clause:
Beattie agrees and acknowledges that he will not at any time make any statement (orally or in writing) or take any action which, in any way, disparages the Company or any of its affiliates. The Company agrees that it shall not, and shall instruct its officers and members of the Board not to, disparage, criticize or defame Beattie. Nothing in this Section 7 shall prohibit the Company, its affiliates, Beattie or any other person or entity from providing truthful and accurate facts where required by lawfully compelled testimony; provided that Beattie notifies the Company in advance of any such testimony by Beattie and cooperates with the Company’s reasonable efforts with respect to such testimony, to the fullest extent permitted by applicable law. This Section 7 will survive in perpetuity.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Non-Disparagement
|
a24a976c-3384-4804-908e-0851f169d85b
|
Clause:
This Agreement, collectively with the Confidentiality Agreement , the Indemnification Agreement and the Equity Award a greements , comprise the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof . The Company and Executive acknowledge that the separation of the Executive’s employment with the Company is intended to constitute an involuntary separation from service for the purposes of Section 409A of the Code, and the related Department of Treasury regulations. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same 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, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Miscellaneous
|
ed3a3780-a1d1-45a0-a363-95d43685a0ff
|
Clause:
The Company may hold an initial closing (“Initial Closing”) at any time after the receipt of accepted subscriptions from qualified investors prior to the Termination Date. After the Initial Closing, subsequent closings may take place at any time prior to the Termination Date as determined by the Company, with respect to subscriptions accepted prior to the Termination Date (each such closing, together with the Initial Closing, being referred to as a “Closing”). The last Closing of the Offering, occurring on or prior to the Termination Date, shall be referred to as the “Final Closing”. Any subscription documents or funds received after the Final Closing will be returned, without interest or deduction. In the event that the any Closing does not occur prior to the Termination Date, all amounts paid by the Subscriber shall be returned to the Subscriber, without interest or deduction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Closings
|
d3324532-0e4f-45e5-bac6-4775da1ceb5e
|
Clause:
The Parties shall cooperate fully, as and to the extent reasonably requested by any other Party, in connection with the filing of any Tax Return of or relating to the Company and any audit, litigation or other proceeding with respect to Taxes of or relating to the Company. Such cooperation shall include the retention and (upon any other Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Party agrees (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by a Party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give any other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, each Party shall allow the other Party the option of taking possession of such books and records prior to their disposal. The Parties further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any taxing authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Cooperation
|
e384fe90-77d7-4e6f-a525-9965fce23513
|
Clause:
Such party, if an entity, has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Such party, if an individual, has the legal capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Powers
|
cfe43409-7749-4fcd-9a3f-51ffbf4584bb
|
Clause:
If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Effective Dates
|
472a7625-f8fe-4f0f-9389-fbf66728197e
|
Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Applicable Laws
|
f00fcd48-ae17-4840-a6f5-09cf0afab8b6
|
Clause:
Neither the execution of this Agreement, nor the performance by TWH of its obligations hereunder will violate or conflict with TWH entry into or performance under this Agreement or TWH organizational documents, or any applicable Law or Order.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: No Conflicts
|
05ed9d9f-4dbe-4f90-94d6-2158b5f01647
|
Clause:
Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or would not reasonably be expected, individually or in the aggregate, to prevent the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, (a) there is no Proceeding pending against, or, to the knowledge of the Company, threatened by or against the Company or any of its Subsidiaries or their respective assets or properties, and (b) there are no investigations or inquiries pending or, to the knowledge of the Company, threatened by Governmental Authorities against the Company or any of its Subsidiaries or any malfeasance of any other Person for whom the Company or any of its Subsidiaries may be liable. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Company Subsidiary, nor any of the Company’s or any Company Subsidiary’s respective property, is subject to any outstanding Order.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Litigations
|
4c0131cd-ed0e-4b0a-8206-dd03f3cbe3a5
|
Clause:
Borrower shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent to effectuate the provisions and purposes 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, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Further Assurances
|
f4277253-1e3a-4668-aa40-67206ecd05dc
|
Clause:
CHS will establish and maintain at all times, true and accurate books, records and accounts consistent with good industry practices distinguishable from all of its other books and records, in respect of all prices paid, payments, statements, charges and computations made under this Agreement and will preserve these books, records and accounts for a period of at least two (2) years after their creation. During normal business hours Customer, at its sole cost and expense, shall have the right to inspect, examine and audit, or cause its representatives (including without limitation a third-party auditor) to inspect, examine and audit books and records of CHS to the extent necessary in order to verify the accuracy of any statement, charge, computation or demand made under or pursuant to any of the provisions of this Agreement. CHS shall provide all customary and commercially reasonable grain accounting and bookkeeping services consistent with good industry practices to Customer for the Grain purchased by or on behalf of CHS hereunder and sold to Customer hereunder, including without limitation, preparation of daily cash position reports, delivery sheets, and grain settlements. All grain settlements, delivery reports and other reports and documents related to the Grain purchased by CHS hereunder and sold to Customer hereunder shall be in a form that is mutually acceptable to CHS and Customer as agreed to from time to time during the term of this 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, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Records
|
968440d3-8736-41ca-b932-09baef509b7c
|
Clause:
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Waiver Of Jury Trials
|
8871b623-92dd-4add-b40d-61caa7dd2a21
|
Clause:
To its knowledge, DEAC, each of its Subsidiaries and each of their respective affiliates has been and is in compliance with, and has not received any notice of any violation of any, applicable law, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchange Act, the applicable rules and regulations of the SEC, or the applicable securities laws and rules and regulations of any state. DEAC is not an "investment company" as such term is defined by the Investment Company Act of 1940, as amended. To its knowledge, each of DEAC and its Subsidiaries possess from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for WOD to engage in its business as currently conducted and to permit DEAC and each of its Subsidiaries to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "DEAC Permits "). DEAC has not received notice from any Governmental Authority or other Person that it is lacking any license, permit, authorization, approval, franchise or right necessary for DEAC to engage in its business as currently conducted and to permit DEAC to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, DEAC Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or to the knowledge of DEAC, does circumstances exist that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any DEAC Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any DEAC Permit. DEAC has not received notice from any Governmental Authority or any other Person regarding: (i) any actual, alleged, possible or potential contravention of any DEAC Permit; or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any DEAC Permit. To its knowledge, all applications required to have been filed for the renewal of such have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such DEAC Permits have been duly made on a timely basis with the appropriate Persons. All DEAC Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Compliance With Laws
|
9e180ace-3751-4a6c-89e2-955c2daba2cd
|
Clause:
Except as otherwise specified herein, the terms and provisions hereof shall in no manner impair, limit, restrict or otherwise affect the obligations of Borrowers or any third party to Agent and Lenders as evidenced by the Credit Documents. Borrowers hereby acknowledge, agree, and represent that (a) as of the date of this Amendment, there are no claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Credit Documents or the other obligations created or evidenced by the Credit Documents; (b) as of the date of this Amendment, no Borrower has any claims, offsets, defenses or counterclaims arising from any of Agent’s or any existing or prior Lender’s acts or omissions with respect to the Credit Documents or Agent’s or any existing or prior Lender’s performance under the Credit Documents; and (c) Borrowers promise to pay to the order of Agent and Lenders the indebtedness evidenced by the Notes according to the terms thereof. In consideration of the modification of certain provisions of the Credit Documents, all as herein provided, and the other benefits received by Borrowers hereunder, Borrowers hereby RELEASE, RELINQUISH and forever DISCHARGE Agent and Lenders, and their predecessors, successors, assigns, shareholders, principals, parents, subsidiaries, agents, officers, directors, employees, attorneys and representatives (collectively, the “ Released Parties ”), of and from any and all present claims, demands, actions and causes of action of any and every kind or character, whether known or unknown, which a Borrower has or may have against Released Parties arising out of or with respect to any and all transactions relating to the Loan Agreement, the Notes, and the other Credit Documents occurring prior to the date hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Representations
|
2f523097-62b8-4b3e-bb23-42acaef30380
|
Clause:
No Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Option Agreement; provided, however , that an Incentive Stock Option granted to a Ten Percent Stockholder shall be subject to the provisions of Section 5(b).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Terms
|
07e22ca6-8af0-46a8-a92c-f3e8460ef8a4
|
Clause:
The situs of this Agreement is Vancouver, British Columbia, Canada, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws and Courts prevailing in the Province of British Columbia, Canada.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Applicable Laws
|
d5103b31-5ffd-4a13-bb04-59eabed48baf
|
Clause:
This Forbearance Agreement shall become effective on the date on which each of the Borrower, each of the Guarantors and each of the Specified Lenders party hereto constituting the Majority Lenders shall have executed and delivered a copy hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Effectiveness
|
045ef8a5-ecb5-4f29-af03-f8ac45cc062b
|
Clause:
The Grantee acknowledges that a waiver by the Company 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):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Waivers
|
09db39a7-c431-44b8-acd5-068e10d139c2
|
Clause:
Notwithstanding anything else in this Letter Agreement, should you die after becoming entitled to benefits under this Letter Agreement but before receipt of all benefits to which you became entitled under this Letter Agreement, then the payment of such benefits shall be made, on the due date or dates hereunder had you survived, to the executors or administrators of your estate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Death
|
832157ba-74f2-4d03-a219-5b1d780174ee
|
Clause:
The parties hereto intend and believe that each provision of this Note comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or any portion of any provision contained in this Note is held by a court of law to be invalid, illegal, unlawful, void or unenforceable as written in any respect, then it is the intent of all parties hereto that such portion or provision shall be given force to the fullest possible extent that it is legal, valid and enforceable, that the remainder of the Note shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion or provision was not contained therein, and the rights, obligations and interests of Maker and Holder under the remainder of this Note shall continue in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Severability
|
4fbdc477-5890-4ed3-a6e6-a0f59294fca9
|
Clause:
To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Indemnifications
|
4668c4fb-39f5-47a3-b13b-f43d299f8201
|
Clause:
Seller shall not release or modify or consent to the release or modification of any of the Warranties and Guarantees without the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole and absolute discretion. Seller agrees to use commercially reasonable efforts to enforce, prior to Closing (i) all applicable rights and remedies available to Seller under any Development Contracts and (ii) all Warranties and Guarantees, in each case with respect to any deficiency in the Development. Purchaser acknowledges that, as a result of the release set forth in Section 1.2 above, from and after Closing, except for (a) a breach of any Seller Representations or Seller Surviving Obligations discovered after Closing for which written notification of a claim has been sent by Purchaser to Seller prior to the expiration of the Survival Period pursuant to Section 11.16 below, Purchaser shall not have any Claim against Seller with respect to any deficiency in the Development, and that Purchaser shall be entitled to pursue its rights under such Development Contract or such Warranties and Guarantees assigned to Purchaser at Closing pursuant to this Agreement. The covenants of Seller set forth in this Section 4.11 shall survive Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Warranties
|
24dcfd36-8111-496e-9d4b-ad97357dd6f5
|
Clause:
The Committee may amend, modify or terminate the Award and this Agreement without approval of the Grantee; provided, however, that such amendment, modification or termination shall not, without the Grantee’s consent, reduce or diminish the value of this Award determined as if it had been fully vested on the date of such amendment or termination. Notwithstanding anything herein to the contrary, the Company is authorized, without Grantee’s consent, to amend or interpret this Award and this Agreement certificate to the extent necessary, if any, to comply with Section 409A of the Code and Treasury regulations and guidance with respect to such law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Amendments
|
f0af83da-ff54-4da9-a772-4f8d49ce7e46
|
Clause:
This Capital Agreement may be executed in one or more counterparts, each of which together shall be deemed an original, but 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, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Counterparts
|
d06542c2-9d15-4d9f-b59b-f80d77d081b0
|
Clause:
This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the Commonwealth of Pennsylvania and construed in accordance therewith without giving effect to principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Governing Laws
|
4c126594-ffd0-43f1-9230-5f234f4cfeee
|
Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations and the rules and regulations, assuming the correctness of the representations and warranties made by the Purchasers herein, of any self-regulatory organization to which the Company or its securities are subject, including all applicable Trading Markets), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: No Conflicts
|
171441b1-15a7-4701-9b50-18bf196b331c
|
Clause:
Article X of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandi.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Further Assurances
|
5a8c4fc5-24d0-4e78-b8bb-8d12cbb70c88
|
Clause:
This Agreement may only be amended or modified by an instrument in writing signed by each of the parties hereto. No failure or delay on the part of either party to this Agreement in the exercise of any power or right, and no course of dealing between the parties hereto, shall operate as a waiver of such power or right, nor shall any single or partial exercise of any power or right preclude any further or other exercise thereof or the exercise of any other power or right. Any waiver of any provision of this Agreement, and any consent to any departure by either party from the terms of any provision hereof, shall be effective only in the specific instance and for the specific purpose for which given. Nothing contained in this Agreement and no action or waiver by any party hereto shall be construed to permit any violation of any other provision of this Agreement or any other document or operate as a waiver by such party of any of her or its rights under any other provision of this Agreement or any other document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Amendments
|
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