id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
8e60f97b-b970-4b71-a5c2-102094ab203f | Clause:
For all services rendered by Sorensen and all covenants and conditions undertaken by her pursuant to this Agreement, the Company shall pay Sorensen in accordance with its normal payroll practices (but not less frequently than monthly) a base salary equal to $5,000 per month, less applicable withholdings (the “ ... | Label: Base Salary |
61d3c3f1-f1af-421c-8b05-276655bb6af9 | Clause:
Your current, annualized base salary is set at Three Hundred Thirty Five Thousand Dollars and Zero Cents ($335,000.00), less all applicable taxes and withholdings, payable in installments in accordance with the Company’s regular payroll practices.
Task: Classify this clause into ONE of these types (exactly one... | Label: Base Salary |
9717e4a5-aa6f-4792-84dc-886be6019ad2 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before August __, 2016; pr... | Label: Terminations |
be5a0d24-8bf4-4d2f-989a-363e5746c7bb | Clause:
No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document and no course of dealing between the Borrower and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or par... | Label: No Waivers |
a39f5d55-ab34-49d1-b526-3b25a0ceac64 | Clause:
Interest shall accrue on ESH REIT reimbursement obligation under Section 1 at the relevant applicable federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1985, as amended.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Interests |
015d0d8d-a891-4bb5-9de2-d2ddbd02bc69 | Clause:
Employee’s title shall be Chief Executive Officer of Altair Nanotechnologies, Inc. Employee’s duties shall include such duties as are specifically assigned or delegated to Employee by the Board of Directors of any Consolidated Company (any such Board of Directors, the “Board”) and such other duties as are typic... | Label: Duties |
f479c7e1-56ab-446e-a17d-cf12c151c709 | Clause:
This Agreement represents the agreement of the Subordinated Borrowers, the Senior Lenders and the Subordinated Lenders with respect to the subject matter hereof and there are no promises or representations by any Subordinated Borrower, the Senior Lenders or any Subordinated Lender relative to the subject matter... | Label: Integration |
4e1a4ed0-c1a5-4b95-979f-833c95bc8df1 | Clause:
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pron... | Label: Interpretations |
99443475-241f-481f-a7cc-646730c4cd57 | Clause:
During the Term, Property Manager, pursuant to the terms of each Management Agreement, shall procure and maintain insurance as is determined to be appropriate by the Management Committee (in form and with endorsements, waivers and deductibles and with insurance companies, designated or approved by Bluerock) nam... | Label: Insurances |
4482b456-d835-4659-bdf8-3630aad70d26 | Clause:
Investors shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which Investors have been granted at any time under any other agreement or contract and all of the rights which Investors has under any law. The Company recognizes that in the event that it fails to p... | Label: Remedies |
46253997-3fd8-438a-acbe-7de41b6e3bc4 | Clause:
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, a Defaulting Lender or a Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such... | Label: Participations |
8bd2e90a-1e31-4b76-8fac-eb70a01a0cc9 | Clause:
Borrower shall and shall cause each other Loan Party to take all necessary action to establish and maintain, in favor of Lender a valid and perfected first priority security interest in all Collateral to the full extent contemplated herein, free and clear of any Liens other than Permitted Liens (including the f... | Label: Further Assurances |
554df0ef-386b-4faf-b9e9-e1e07516e0ae | Clause:
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the RSUs shall be adjusted as contemplated by Section 11.2 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Adjustments |
e01fdc8f-5cbc-4176-aa01-1b4c90e1231e | Clause:
This Amendment may be executed and delivered (including by facsimile transmission or by electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitu... | Label: Counterparts |
eec1b972-6ba5-4623-8dee-adc5ad3d38db | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the ... | Label: Integration |
9e1dfbbb-9321-4594-af97-eb4d56e0fe37 | Clause:
Except to the extent that it would not materially adversely affect Borrower’s or any Guarantor’s condition (financial or otherwise), business, properties or assets, (a) Borrower and each Guarantor is in compliance with all federal, state and local laws, rules and regulations applicable to it including, without ... | Label: Compliance With Laws |
83d5ca12-40e4-4fc9-b010-f311a6497bf8 | Clause:
Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to them in the Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Definitions |
078d8532-4389-4ca0-97a5-8e14dd9aea9f | Clause:
Any dispute arising out of or in connection with this Agreement and this SAR shall be submitted to binding arbitration in Santa Barbara, California before a single arbitrator in accordance with Article 17 of the General Provisions of the Program and the Rules referenced therein, all of which are incorporated he... | Label: Arbitration |
451b07ab-4de8-49f8-a300-78f84a5079b1 | Clause:
Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units and the issuance of the Warrant hereunder (the “ Closing ”) shall take place at the offices of American Midstream Partners, LP, 1400 16 th Street, Suite 310, Denver, Colorado 80202, or such other locati... | Label: Closings |
515f52fe-c986-4d9e-9587-b16f5ba07bd4 | Clause:
All authorizations, approvals or permits, if any, of any Governmental Authority that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Qualifications |
f33d24a0-4589-470a-8f07-6a1ddd1129a3 | Clause:
If one or more provisions of this MSA are held to be unenforceable under applicable law, the Parties agree to renegotiate the provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for the provision, then: (i) the provision shall be excluded from thi... | Label: Severability |
a9e1235e-13ca-4402-8160-db0bfcaebd48 | Clause:
This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administra... | Label: Binding Effects |
62a70209-69d1-4aa1-a83d-e4039750390a | Clause:
This Agreement, including its attached Exhibits, constitutes the entire employment agreement between Waggoner and the Company regarding the terms and conditions of his employment, with the exception of those provisions of the 2008 Plan (and any predecessor plan) and related award agreements incorporated by refe... | Label: Entire Agreements |
577d8359-2447-4f86-849b-5dfc07f357e9 | Clause:
The execution, delivery and performance by Borrower of each Loan Document executed or to be executed by it, are within Borrower’s corporate, limited liability company, partnership or other similar powers, as applicable, have been duly authorized by all necessary corporate, limited liability company, partnership... | Label: Authorizations |
6ba068cd-84a0-4977-989f-a1c5f0090924 | Clause:
The Lenders agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (a) for any amounts not reimbursed by the Borrower for which the Agent is entitled ... | Label: Indemnifications |
e2fa026d-8d36-4632-9b4e-862596226c19 | Clause:
During the Term and for a period of five (5) years thereafter, Adient shall, upon the request of Johnson Controls, use commercially reasonable efforts to provide, at Johnson Controls’ expense and without undue delay, evidence of use of the Johnson Controls Marks, in Adient’s possession that may be reasonably re... | Label: Cooperation |
6008a47a-f544-4724-bb2f-4b42a0b78423 | Clause:
The Borrower will pay to each Indemnitee on demand, to the extent permitted by applicable law, interest on any amount of indemnity not paid when due pursuant to this Section 8 until the same shall be paid, at the Past Due Rate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Interests |
4dbb4118-966f-4cb6-9c3c-3776f145f3e6 | Clause:
The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement.
Task: Classi... | Label: Further Assurances |
46f6ea02-78e2-40e7-a016-fdfcaf9276f3 | Clause:
No waiver of any of the provisions of this Agreement or any breach of any provision of this Agreement shall be deemed to, or shall constitute a waiver of any other provision or breach hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly set forth i... | Label: Waivers |
a8ba152c-725a-4d40-8f23-68360675af84 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase an aggregate of (i) $300,000 face val... | Label: Closings |
c296b950-781b-46d2-a003-bd9cbefc7b3e | Clause:
This Agreement and any amendments, waivers, consents, or supplements hereto or in connection herewith may be executed in multiple counterparts (including by means of telecopied or electronically transmitted signature pages), all of which taken together shall constitute one and the same Agreement.
Task: Classif... | Label: Counterparts |
a3eadec6-79f0-4276-9fc2-89ca4ca521f2 | Clause:
This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisd... | Label: Governing Laws |
2fa1f528-6141-4dbf-9fa6-b607fa78adaf | Clause:
The Company is authorized under its Certificate of Incorporation to issue 200,000,000 shares of Common Stock. The Company’s disclosure of its issued and outstanding capital stock in its most recent SEC Filing containing such disclosure was accurate in all material respects as of the date indicated in such SEC F... | Label: Capitalization |
94cfb2dc-9955-4cc6-8ece-414692c35b58 | Clause:
The proceeds of the Loans made on the Restatement Effective Date will be used only to finance in part the Transactions. The proceeds of Loans (including any Incremental Term Loans) made after the Restatement Effective Date will be used to finance the working capital needs and for general corporate purposes of t... | Label: Use Of Proceeds |
ed912703-9a6c-4d31-9630-7eff6a0992f5 | Clause:
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage paid, to Executive at the last address Executive has filed in writing with the Bank, or, in the case of the Bank, to t... | Label: Notices |
b42bc500-7a68-43d4-bcc5-a366fdde2dff | Clause:
In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Definitions |
597361fa-4baa-4fa7-83f8-efff510d06e9 | Clause:
Unless this Agreement expressly provides to the contrary, the following terms, whether used in the singular or plural, have the respective meanings set forth below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Definitions |
d560faaa-4d7d-4491-bca2-7bc899fa8500 | Clause:
So long as no Event of Default exists under this Agreement or any other Loan Documents, and so long as no event has occurred that, with the passage of time, the giving of notice, or both, would constitute an Event of Default under this Agreement or any other Loan Documents, Borrower shall have the option to req... | Label: Fees |
58dede51-525e-4115-b1ae-763c4f9b6fc9 | Clause:
The Agent is authorized to take such action on behalf of each of the Lenders and to exercise all such powers as are hereunder and under any of the other Loan Documents and any related documents delegated to the Agent, together with such powers as are reasonably incident thereto, provided that no duties or respo... | Label: Authorizations |
188cc584-57f0-475c-9b79-6355c5830f16 | Clause:
The Issuer waives any right to contest or otherwise assert that the Sale and Contribution Agreement is other than a true, absolute and irrevocable sale and assignment by the Transferor to the Issuer of the Collateral under Applicable Law.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Waivers |
10cf3dfc-9feb-478b-a634-52de92bde017 | Clause:
The Employee hereby specifically covenants and agrees that the Employee will not initiate, or cause to be initiated, any action or cause of action against the Company or any of the other Released Parties in the future asserting any claim covered by this Agreement. The Employee further agrees to indemnify the Co... | Label: Indemnifications |
86f3dea5-7767-406e-ab12-acccdc4db9ae | Clause:
The Plan shall generally be effective as of the Effective Date, subject to amendment from time to time in accordance with Section 8.2. The Plan shall continue until terminated pursuant to Article 8 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Terms |
d3e9d00b-3dbd-4e78-afbf-f7883257d25c | Clause:
You agree to keep the existence and terms of this Agreement confidential (unless it is made public by the Company) provided that (1) you are authorized to make any disclosure required of you by any federal, state or local laws or judicial proceedings, after providing the Company with prior written notice and an... | Label: Agreements |
a336ba89-0f69-42cb-91f6-75e871395def | Clause:
The proceeds of the sale and issuance of the Notes shall be used to focus on prioritizing operations on essential research and development activities. For avoidance of doubt, no cash payments may be made pursuant to those certain Professional Service Agreements between the Company and each of Chia Soo, Eric Tan... | Label: Use Of Proceeds |
e4dd9199-8f9b-4197-b23f-56eb68c93976 | Clause:
The terms of Sections 8.1 (Representations and Warranties of the Company), 8.2 (Representations and Warranties of the Bank), 7.3 (Effect of Termination) and this Section 9.18 shall survive the termination or expiration of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Survival |
d0aae271-2fdb-447b-9fd8-36c80135d07e | Clause:
This letter contains all agreements, understandings, and arrangements between you and the Company and no other agreements, understandings or arrangements exists. All previous agreements, understandings, and arrangements, if any, between you and the Company relating to your employment are terminated by this let... | Label: Entire Agreements |
bdb8b3fa-06b7-4902-b375-052a53cd8c0b | Clause:
Subject to any limitations that are required to preserve any applicable attorney-client privilege, from the execution of the Term Sheet between the Parties through the Closing Date, each party has furnished or caused to be furnished to the other party, its counsel and accountants, upon reasonable request during... | Label: Records |
3b5737c6-3d38-409b-9165-436bcf9ec26d | Clause:
Executive also agrees and covenants that he will not in any way (directly or indirectly) do or say anything at any time which disparages the Company, its business interests or reputation, or any of its individual directors, officers, employees, or agents. The Company agrees that its current directors and execut... | Label: Non-Disparagement |
591ff369-a8a4-4639-8437-d79c4dbcc5c1 | Clause:
Except as disclosed on Schedule 3.1(h) , the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the f... | Label: Financial Statements |
e5a0e8e5-5d1b-455d-95d9-0a7a93803900 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflicts of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Governing Laws |
8e0b4963-a059-4b71-8516-448894335b4a | Clause:
Agreement may executed in counterparts, by electronic or facsimile transmission, each which when delivered shall deemed an original, such counterparts taken constitute and same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Counterparts |
15323d74-c0dd-40ac-b6a4-dd8d6d401bce | Clause:
Each Lender, the Issuing Bank and each other Secured Party hereby authorizes the Administrative Agent to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents (including irrevocably authorizing the Administrative Agent to comply with the provisions of Sectio... | Label: Liens |
5e78e9ad-2d83-4114-9796-aae34baf0627 | Clause:
Subject to the terms and conditions of this Agreement, at the Closing: (a) Dynegy hereby agrees to issue and sell to Purchaser, and Purchaser hereby agrees to purchase from Dynegy, the Shares; and (b) as consideration for the issuance and sale of the Shares to Purchaser, Purchaser hereby agrees to pay Dynegy th... | Label: Sales |
5ed416be-9595-41b1-bb9c-4b81574bbd7b | Clause:
If any provision of the Loan Documents shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any or all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of publ... | Label: Survival |
9dfb1795-c30c-4e0f-980a-8a5e4e81f634 | Clause:
The Borrower and each of the Subsidiary Borrowers agree to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower or any Subsidiary Borrower in making a borrowing of, conversion into or continuat... | Label: Indemnity |
e7974b95-e1fc-4b33-b5fa-11f63eb32108 | 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 contemp... | Label: Severability |
02fb0370-9028-4fe8-9ee1-a61fc38c1426 | Clause:
The Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all their Property, liability insurance and environmental insurance in such amounts, subject to such deductibles and self-insurance retentions and covering such Properties and ris... | Label: Insurances |
03df74d1-b444-4f9e-a512-5d7acc2dc388 | Clause:
THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE WHICH WOULD OTHERWISE CAUSE THIS LETTER TO BE CONSTRUED OR ENFORCED OTHER THAN IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Task: Cl... | Label: Governing Laws |
d476f6e7-d2c0-4aa8-8a8e-4792d19db160 | Clause:
The Purchase Agreement, as amended by this Amendment, constitutes the full and complete agreement and understanding between Seller and Purchaser and shall supersede all prior communications, representations, understandings or agreements, if any, whether oral or written, concerning the subject matter contained i... | Label: Entire Agreements |
07bca95f-11c1-4a63-9950-764a5561a3e4 | Clause:
This Agreement shall commence on the date hereof immediately upon (and only upon) the Closing (the “ Effective Date ”). This Agreement shall be null and void and of no effect if the Purchase Agreement is terminated at any time prior to the Closing.
Task: Classify this clause into ONE of these types (exactly on... | Label: Effective Dates |
707e6d50-b4bd-4bd9-8d0d-28c81cba8ad9 | Clause:
(a) (i) As of the Effective Date, the US Revolving Commitments (as defined in the Existing Credit Agreement) shall be reduced to $400,000,000 and the Mexican Commitments (as defined in the Existing Credit Agreement) shall be reduced to $100,000,000.
Task: Classify this clause into ONE of these types (exactly o... | Label: Terminations |
a45e01d3-72ac-431b-8027-b6b1967d2b58 | Clause:
The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of each Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by the Agents or the Company or any of the officers... | Label: Representations |
fce660c2-b65b-44d3-8174-76b9ed332e3c | Clause:
Other than as specifically provided for herein, i n the event of the Executive's termination of employment for any reason, including without limitation, resignation, termination with or without C ause, or the Executive's breach of the n on- c ompetition p rovision in Section 9, the Executive shall forfeit to th... | Label: Forfeitures |
3641e6b3-dd01-4621-ac1e-4aaca09791de | Clause:
Each Lender hereby irrevocably (subject to Section 18.10 ) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by th... | Label: Authorizations |
09a8c8cd-8ea2-486c-815a-aa6cf005a069 | Clause:
Neither Borrower nor Guarantor has entered into the Loan or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and Borrower and Guarantor has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan and the transact... | Label: Solvency |
5cd7876e-3ed0-4e7d-8155-b87f4bc2560b | Clause:
The Class A-1 Common Stock and Class A-2 Common Stock shall be identical in all respects, except as to dividends and distributions on liquidation as set forth in Section A.3 below, and shall vote together as one class. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to... | Label: General |
278fa9c5-9a37-40d5-b27f-e263bf9594fe | Clause:
In the event of a Change in Control of the Company prior to the payout of shares of Stock, all DSUs shall be treated as specified in the Program.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Change In Control |
3d2c6f86-c6a9-40d0-acdb-324f064ad0ba | Clause:
Subject to the limitations contained herein, the Option will vest and become exercisable as provided in the Notice of Grant. Any portion of the Option that is vested may be exercised at any time during the period prior to the date the Option terminates. No partial exercise of the Option may be for less than fiv... | Label: Vesting |
bc3478ef-034c-4590-832f-e19601fe501b | Clause:
The Fairway Plan may be amended from time to time following the date hereof by written approval of the Fairway Parties and the written approval of the Requisite Lenders. Each of the Parties agrees to negotiate in good faith all amendments and modifications to the Fairway Plan as reasonably necessary and approp... | Label: Amendments |
225ab52b-687e-4072-b23d-176b0509a427 | Clause:
This Agreement may be executed in any number of counterparts, each of which may be executed by fewer than all of the parties hereto ( provided , however , that each party executes one or more counterparts), each of which will be enforceable against the parties actually executing such counterparts, and all of wh... | Label: Counterparts |
1d442f4e-73b6-474e-a12d-d16a2dd9c29d | Clause:
This Amendment and Waiver Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which so executed shall be deemed an original and, all of which when taken together, shall constitute one and the same Amendment and Waiver Agreement. Delivery of an execu... | Label: Counterparts |
d1c30975-f608-41dd-88c0-3e2ccd82e002 | Clause:
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy,... | Label: Counterparts |
2ce2c19a-7a4e-453e-adc7-2de1f99eac72 | Clause:
The proceeds of Revolver Loans shall be used by Borrowers solely (a) to refinance existing Debt; (b) to pay fees and transaction expenses associated with the this Agreement; (c) to pay Obligations in accordance with this Agreement; and (d) for working capital and other lawful corporate purposes of Borrowers (in... | Label: Use Of Proceeds |
6b4de4cf-326b-41a2-8706-0b7ceb26ac72 | Clause:
The parties agree that the Irish courts will have exclusive jurisdiction to hear, settle and/or decide any dispute arising out of or in connection with this Agreement and the parties agree that the Irish courts are the most appropriate and convenient courts to hear and decide any such dispute and therefore that... | Label: Jurisdictions |
281ba610-bb06-4c14-9f54-04050f34c857 | Clause:
The Parties agree that it shall be conclusively presumed that, unless otherwise explicitly stated, each voting member of each Joint Committee and subcommittee has the authority and approval of such member’s respective senior management in casting his or her vote. Each Joint Committee and subcommittee shall eac... | Label: Authority |
3e9fb877-e551-4dea-a33b-3a187ea9ee7f | Clause:
All notices required or permitted to be given under this Agreement shall be in conformance with Section 15.4 of the MDC Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Notices |
d56fcfa1-0c54-4cc1-b3c5-45da4231e1b1 | Clause:
Each party’s obligations under this Section 3.5 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under this Agreement.
Task: Classify this... | Label: Survival |
aed93e82-aaa6-4c98-9b9f-991217afc3d7 | Clause:
During the Term of Employment, the Executive shall be entitled to receive an annualized base salary (the “ Base Salary ”) of not less than $700,000. The Compensation Committee of the Board of Directors (the “ Compensation Committee ”) shall review the Executive’s Base Salary annually to determine whether incre... | Label: Base Salary |
c6a91b9d-faf1-4fee-9720-ae59a3e77af1 | Clause:
The indemnities set forth above shall survive the expiration or termination 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, Authorizati... | Label: Survival |
6e91425b-c0ac-4a7e-82b4-30e11e815427 | Clause:
Promptly upon any Responsible Officer of any Credit Party obtaining knowledge of (1) the institution of any action, charge, claim, demand, suit, proceeding, petition, governmental investigation, tax audit or arbitration now pending or threatened in writing against or affecting any Credit Party or any of its Sub... | Label: Litigations |
6577ff99-c8fc-411b-8ae4-540dbaa2eada | Clause:
There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event has occurred which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and ne... | Label: No Defaults |
c3f1f911-3ee3-49b9-93f8-408f248c4c2a | Clause:
If, without having fully exercised this Option, you have a Termination of Service due to disability or injury (as evidenced to the satisfaction of the Committee or its delegate), then any Shares Granted under the Option that are not yet vested at that time shall thereupon become vested and (a) you may exercise ... | Label: Disability |
8b1bcf41-85ad-448a-8a98-3ae0df68c42e | Clause:
(a) All payments made by any Credit Party hereunder will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever natur... | Label: Taxes |
65b64774-78cc-48bf-a3bb-48925a932cb0 | Clause:
All notices or communications hereunder shall be in writing, addressed as provided in Section 11(b) of the Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Notices |
7262fdf0-79f0-4671-a593-2a91e801d8e5 | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of Investor and Company will be entitled to specific performance under the Transaction Documents, and equitable and injunctive relief to prevent any actual or threatened breach under the T... | Label: Remedies |
a6451410-d384-4bc4-9a47-b0abf75e07c2 | Clause:
If the application of any provision of this Agreement to any particular facts or circumstances shall for any reason be held to be invalid, illegal or unenforceable by a court, arbitration panel or other tribunal of competent jurisdiction, then (i) the validity, legality and enforceability of such provision as a... | Label: Severability |
dbcc2a08-00c1-4fd1-b83d-cf616f5f8a8b | Clause:
DW Animation agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reas... | Label: Expenses |
3b548842-c3cd-4c9f-8845-781fb46e7655 | Clause:
Preserve and maintain its existence and material rights and franchises.
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, Benef... | Label: Existence |
b9d7cef2-f078-4d36-8235-fdef3efa3b05 | Clause:
This Mortgage and the other Credit Documents embody the entire agreement and understanding between Mortgagor and Mortgagee relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof.
Task: Classi... | Label: Entire Agreements |
ce49cb37-0e95-4857-ba19-71436d0b6871 | Clause:
From and after the Contract Date, Seller shall not make any change to the condition of title to the Property other than removal of Voluntary Cure Items or Mandatory Cure Items without obtaining Purchaser’s prior, written consent, which Purchaser shall not unreasonably withhold, delay or condition.
Task: Classi... | Label: Titles |
5545bb02-646b-42de-8dee-b18b5eaaeca9 | Clause:
The Company does hereby hire, engage and employ the Executive beginning on April 4, 2016 (the “ Effective Date ”), and concluding on the last day of the Term (as such term is defined in Section 2 ) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to ... | Label: Terms |
a2289f13-c49e-44a2-a973-18bd76a3a601 | Clause:
The Shareholder has the requisite legal capacity, power and authority to enter into, and perform under, this Agreement, and to purchase the Series II Convertible Preferred being issued o such Shareholder hereunder and thereunder. The execution, delivery and performance of this Agreement and performance under th... | Label: Authorizations |
be1c7361-c434-41af-ab20-b5ade01631a3 | Clause:
The proceeds from this Note are intended to be and shall be used (i) to finance a portion of the purchase price of the Acquisition, (ii) to refinance existing indebtedness of the Borrower and (iii) to pay fees and expenses related the transactions set forth in clauses 3(i) and (ii).
Task: Classify this clause ... | Label: Use Of Proceeds |
bef0bb95-448c-45bc-a87f-760d58eaf350 | Clause:
Upon any event described in Section 12 of the Plan (entitled “Adjustments”) or any successor provision thereto, the terms of such Section 12 of the Plan or any successor provision thereto shall apply to this Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Adjustments |
fa297d28-6d05-4eeb-8d3f-cb999b0ab8ff | Clause:
Each party to this Agreement promptly will execute and deliver such further instruments and agreements and do such further acts and things as may be reasonably requested in writing by any other party hereto that may be necessary in order to effect fully the terms of this Agreement.
Task: Classify this clause i... | Label: Further Assurances |
44f10a66-b729-49bf-b1a9-4677ccf79cbd | Clause:
Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a)to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, accountants, attorneys, employees... | Label: Confidentiality |
8d8dae77-fddb-4665-8858-f354b09a4881 | Clause:
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidi... | Label: Subsidiaries |
0e08ac2f-0bc0-4f2c-a276-4bb46304cb49 | Clause:
To the extent permitted by applicable law, the Grantor waives and agrees not to assert any rights or privileges which it may acquire under the New York UCC or any other applicable law with respect to any deficiency described in the following sentence. The Grantor shall remain liable for any deficiency if the pr... | Label: Waivers |
3c114ee1-e0b5-4edf-9e62-5c7f7126e029 | Clause:
The execution of this Amendment and the acceptance of all other agreements and instruments related hereto, and Lender’s consent to the Restructuring Transactions, shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or a waiver of any breach, default or event of defau... | Label: No Waivers |
03bdae55-0dbc-4476-acdb-1aef1809760f | Clause:
Subject to exceptions mutually agreed upon by the parties to this Agreement in advance and in writing, the terms and conditions of this Agreement shall remain confidential and protected from disclosure except as required by law or regulation, in relation to a lawful subpoena, or as may be necessary for purposes... | Label: Confidentiality |
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