id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
10d30b80-74e7-49c4-bcb4-87ffc30b694c | Clause:
Federated’s and Passport’s (pre-Closing) obligations to consummate any Transaction shall be subject to the condition that there shall have been no material breach in the performance of any covenant of Jones or Buyer set forth herein or in any Ancillary Closing Document, and each of the representations and warra... | Label: Warranties |
76042856-3c79-4b96-bd3b-178bb5b054ed | Clause:
All payments (or transfers of property) to Executive will be subject to tax withholding to the extent required by applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Withholdings |
9bd90820-c701-4287-9ec9-f9d2492a3b3a | Clause:
This Agreement and the Exhibits attached hereto contain the entire understanding among the parties to this Agreement and supersede any prior understandings or agreements among them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, be... | Label: Entire Agreements |
9401f10e-7220-4e28-bc3f-02325d90c96c | Clause:
Section headings in this First Amendment are included herein for convenience of reference only and shall not constitute a part of this First Amendment for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Headings |
7d5d3476-e85e-49ab-bb2c-9ed59768cb47 | Clause:
Steampunk has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to enter into this Agreement to which Steampunk is a party, to consummate the transactions contemplated by this Agreement to which Steampunk is a party and to perform its obligati... | Label: Authorizations |
51108c86-17d4-44d4-b335-e6100e77a88b | Clause:
The laws of the State of Nevada shall govern the interpretation, validity and performance of the terms of this Agreement, without regard to conflicts of law doctrines.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Applicable Laws |
c08e6b37-1dc5-45dd-b39f-fbc32ecb2138 | Clause:
As of the Effective Date, the Company will pay Executive an annual salary of $225,000 as compensation for his services (such annual salary, as is then effective, to be referred to herein as "Base Salary"). The Base Salary will be paid periodically in accordance with the Company's normal payroll practices and be... | Label: Base Salary |
9cb7f08e-ee7a-4de7-ad50-3fd10b25596e | Clause:
In the event of the death of the Advisor during the Term of this Agreement hereunder, the Company shall pay to the estate of the deceased Advisor the compensation, bonuses and benefits as detailed in section 3.11 “Termination without Cause” below.
Task: Classify this clause into ONE of these types (exactly one... | Label: Death |
e3cc9287-02c2-409a-aaae-73f7c0bcbcf5 | Clause:
(a) Severability and Reformation . Each of the provisions of this Agreement constitutes independent and separable covenants. Any portion of this Agreement that is determined by a court of competent jurisdiction to be overly broad in scope, duration or area of applicability or in conflict with any applicable sta... | Label: Miscellaneous |
256d5d03-0033-44e4-a730-2095e8474aca | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective personal representatives, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Binding Effects |
62d8f34f-876d-4c08-b926-f4e065c40f70 | Clause:
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Los Angeles, California by three arbitrators in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at the time ... | Label: Arbitration |
aaaa1c63-dcbd-46e9-812d-f58a500baaeb | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
2545d8d4-8063-4f1b-8e4a-54c708b99603 | Clause:
Any defined term used in this Amendment and not defined herein shall have the definition set forth in the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Defined Terms |
9411bc19-142f-444d-bd86-79a9af9bf915 | Clause:
A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender.
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, Aut... | Label: Fees |
102f77d4-6e0d-45f3-9ff5-b9a1f5cef74f | Clause:
Neither the Borrower nor any Subsidiary is in violation of any law, rule, regulation, order, or decree of any Governmental Authority or arbitrator, including without limitation, the provisions of the Texas Pawnshop Act (Chapter 371 of the Texas Finance Code), the consumer loan provisions of the Texas Finance Co... | Label: Compliance With Laws |
455b7154-fe23-438a-b8d1-4e1379998e99 | Clause:
This Agreement may be executed in any number of counterparts (including by facsimile), each of which when so executed and delivered will be deemed an original, but all such counterparts together will constitute but one and the same instrument. The parties hereto may sign this Agreement and any Collateral Trust ... | Label: Counterparts |
9ae8884c-ddbe-4369-9243-70443ed22959 | Clause:
This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its principles of conflicts of law. Any action relating to this Agreement shall be instituted in the Commonwealth of Pennsylvania, Bucks County, and the parties agree to submit to the jurisdic... | Label: Governing Laws |
786e25eb-a923-491c-ae9a-7a64781a8b25 | Clause:
As used herein, all references made (i) in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, (ii) in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well, and (iii) to any Section, subsection, paragr... | Label: Construction |
cf113e52-9f9f-4925-a0d1-e9e6ff47372e | Clause:
Each Obligor hereby acknowledges and agrees that there are no defenses, counterclaims, offsets, cross-complaints, claims or demands of any kind or nature whatsoever to or against Lender or the terms and provisions of or the obligations of such Obligor under the Loan Documents and the other agreements, instrumen... | Label: Releases |
ea77215d-56df-401b-bb3d-23c83c55c2a9 | Clause:
The following terms as used herein shall have the meanings set forth in this Section 2.
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, Ba... | Label: Definitions |
6b8fff0b-5fc8-4a1d-982f-2e7d2143b0b8 | Clause:
If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Indemnity Claim, or any cr... | Label: Cooperation |
b782518b-10bf-4314-b9de-19a2d46913c9 | Clause:
The Company and its subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are prudent and customary for similarly sized companies in the businesses in which they are engaged; all policies of insurance and fidelity or surety bon... | Label: Insurances |
6759af7a-74c0-4a9f-897e-04687ce6d192 | Clause:
In the event that any one or more of the provisions of this Agreement are held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.
Task: Classify this clause into ONE of these types (exactl... | Label: Severability |
ce759e2c-4a96-4eea-bb86-b2e9afd2ae33 | Clause:
Except as otherwise set forth herein, each Party shall pay all of its own costs and expenses incident to its negotiation and preparation of this Lease Agreement and the consummation of the transactions contemplated hereby, including the fees, expenses and disbursements of its counsel and advisors. This Section ... | Label: Expenses |
027fdbc4-7bcb-4634-8dff-e6336bd43c2a | Clause:
This Agreement and the other Loan Documents represent the agreement of the Grantors, the Collateral Agent and the other Secured Parties with respect to the subject matter hereof and thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Integration |
470cd88d-b47f-460f-bf20-c365bb3976bc | Clause:
The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company as of June 30, 2016 (whether then convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Schedule 3.1(g) hereto. Except as set f... | Label: Capitalization |
bd716762-5916-45f6-ad77-d081a75c12a1 | Clause:
Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it has... | Label: Representations |
f5c26e82-bc74-411b-ad31-a1bdbf4cc9e1 | Clause:
The Company and each Guarantor shall, and shall cause each of their respective Restricted Subsidiaries to, use the proceeds of the Loans only for the following purposes: (i) for Bankruptcy Court approved administrative expenses for estate professionals and such other expenses to which the Lenders may consent i... | Label: Use Of Proceeds |
2c47bc03-4063-4382-a9ce-e9c3427797e1 | Clause:
All communications and notices hereunder shall be in writing and given as provided in Section 18 of the Note Purchase Agreement. All communications and notices hereunder to a Guarantor shall be given to it in care of the Company at the address set forth in Section 18 of the Note Purchase Agreement.
Task: Class... | Label: Notices |
eaa47faf-b363-49ea-938a-ec0c70904464 | Clause:
Our commitments and undertakings hereunder shall terminate in their entirety automatically without further notice or action by us on the first to occur of (a) November 22, 2017, (b) the date of the closing of the Acquisition, effective immediately following such closing, with or without the use of any portion o... | Label: Terminations |
6cba9ba2-5607-41d7-8b2b-b08fa10078fc | Clause:
This Amendment shall be a contract made under and governed by the internal laws of the State of Illinois.
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, ... | Label: Governing Laws |
b0dd060e-7b5f-4fb9-9b50-d450f105d289 | Clause:
In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the Borrower agrees that in the event a payment of an obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the ful... | Label: Indemnity |
e2fb75f1-7abb-4a82-9033-216048f52589 | Clause:
The financial statements of Borrower and each Borrower Principal furnished to Lender in connection with (i) the addition of the Mortgaged Property in connection with Section 3.1 of the Credit Agreement; (ii) Section 8.9 of the Credit Agreement; (iii) Section 6.07 of this Loan Agreement; and/or (iv) any other pr... | Label: Financial Statements |
aa9b64cd-0e62-4508-91d9-32a7a75a278e | Clause:
The Executive acknowledges that he will be solely responsible for and the Company will have no liability with respect to any taxes (including penalties and interest) imposed by any Federal, state or local government on the Payments or any other benefits payable to or provided on behalf of the Executive for the ... | Label: Taxes |
3f330658-f652-4615-8b85-5855bf920a64 | Clause:
The Plan contains provisions covering the treatment of Shares in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to the Granted Shares and the related provisions with respect to successors to the business of the Company are hereby made applicable h... | Label: Adjustments |
79a6caa0-ad81-4b01-9c7b-8bf5faf803ce | Clause:
All representations and warranties made by Nexus and Acquisition Corp. in this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Representations |
b74dacb2-9ab6-4351-9f9f-8e24efee89f6 | Clause:
All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Euro-Dollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day y... | Label: Fees |
7696940b-9e23-4935-8ef3-aeca10fb3975 | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar denominated Letters of Credit for its own account in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period; provided tha... | Label: General |
3f47d044-cc54-47d7-ae22-7784dac03bec | Clause:
Upon a Change in Control prior to the vesting of all of the RSUs hereunder, all of the unvested RSUs shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof. Notwithstanding any relevant provision in an applicable wr... | Label: Change In Control |
2fadaca2-39c3-486b-addd-caa139ef3b0f | Clause:
A Stock Award held by any Participant whose Continuous Service has not terminated prior to the effective time of a Change in Control may be subject to additional acceleration of vesting and exercisability upon or after such event as may be provided in the Stock Award Agreement for such Stock Award or as may be ... | Label: Change In Control |
8d062366-d0f8-4282-a702-d82f6fa76df1 | Clause:
The initial term of this Agreement shall be a period of one (1) year (the “Initial Term”). Thereafter this Agreement shall be extended for successive periods of one (1) year each from the Effective Date (each an “Extended Term” and together with the Initial Term the “Term”) unless either party gives written not... | Label: Terms |
b068e5bb-69bc-4b77-8386-fba5b8bc6c4f | Clause:
As a material inducement to Landlord entering into this Amendment, Tenant represents and certifies to Landlord that as of the date hereof: (i) the Lease, as modified hereby, contains the entire agreement between the parties hereto relating to the Premises and that there are no other agreements between the parti... | Label: Representations |
1a3eed12-808c-4cca-8528-d53416d8a3a2 | Clause:
This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Amendments |
f035f6de-6668-420e-85a1-1a2aee089436 | Clause:
The Parties agree that Executive’s employment with the Company is subject to the terms and conditions set forth herein. The initial term of this Agreement shall begin on January 18, 2016 (the “ Effective Date ”) and end one (1) year thereafter (the “ Initial Term ”), subject to renewal for additional one-year p... | Label: Employment |
16e7d92f-903d-4eea-a0b8-3d8c8e0be344 | Clause:
No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties; provided that Buyer shall, without the obligation to obtain the prior written consent of any other Party, be entitled to assign this Agreement or all ... | Label: Assignments |
43040413-042c-44ba-b5e6-62105af5e3ce | Clause:
Each party’s obligations under this Section 3.12 shall survive the resignation or replacement of the Administrative 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 other Obligations.
Task: Classify thi... | Label: Survival |
145497bb-6c4d-4db9-8e42-a8afc12e02f8 | Clause:
The New Administrative Agent shall have received executed signature pages hereto from the Initial Term Lender, each Converting Term Lender, each of the New Revolving Credit Lenders, the Borrower and each of the Guarantors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Consents |
0c0b78ed-383a-45ca-9a91-cdf50e8ed170 | Clause:
In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Participant shall repay to the Company, within five (5) business days following the time that the amount of such reduction in the Excise Tax is finally determin... | Label: Adjustments |
d513407e-4c04-47a1-adfa-718a88d02dde | Clause:
Manager shall have the sole and exclusive right and obligation to manage and operate the Hotel pursuant to the terms of this Agreement and Manager agrees that it shall manage and operate the Hotel as a first-class hotel comparable to Other Managed Hotels in accordance with the standards for the brand applicable... | Label: Authority |
40a98864-4dd8-4aef-8158-abeac28fbd8b | Clause:
Except as otherwise provided herein, this Agreement may not be modified, amended, or supplemented, and no term or provision hereof or thereof waived, without the prior written consent of the Chaparral Parties and the Required Consenting Creditors.
Task: Classify this clause into ONE of these types (exactly one... | Label: Amendments |
1a03a242-a989-4ad7-bf7c-16bb002d569f | Clause:
This Agreement is for the unique personal services of Employee and is not assignable or delegable in whole or in part by Employee without the consent of the Board of Parent. This Agreement may not be assigned or delegated in whole or in part by the Parent or the Company without the written consent of Employee; ... | Label: Assignments |
682a4500-05b0-4568-b565-fb3672b7c377 | Clause:
The Borrower agrees that with respect to any legal proceeding with respect to this Agreement or any claim or action hereunder or to enforce any judgment obtained against the Borrower or its assets brought by EDC, that it (a) irrevocably submits to the nonexclusive jurisdiction of the courts of the State of New ... | Label: Submission To Jurisdiction |
4ea3accd-9fa7-49aa-b2ee-4a6adf00b552 | Clause:
All amounts paid to the Executive pursuant to this Agreement will be made subject to withholding as required by applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Withholdings |
20c758b7-f6a4-42cf-b920-c8198c8efba8 | Clause:
Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or ind... | Label: Waiver Of Jury Trials |
16839d0e-41de-4042-9838-be0de35005e6 | Clause:
This Guaranty shall remain in full force and effect until the termination of the Credit Agreement in accordance with Section 13.10. of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Terminations |
d2e551f3-5db8-4afe-8b23-a44ac9406848 | Clause:
On the Third Amendment Effective Date, after giving effect to this Amendment and the transaction contemplated hereby, no Default or Event of Default shall have occurred and be continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: No Defaults |
1145688c-b364-4f64-9817-15498f6ea330 | Clause:
As of the Closing Date, neither the Company nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11 , and all of the outstanding Equity Interests in the Borrowers and each of Parent’s other Subsidiaries have been validly issued, are fully paid and nonassessable and... | Label: Subsidiaries |
9f5dfb90-8425-4a16-b437-31f19e2d7dd6 | Clause:
Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifyi... | Label: Notices |
2d68ee4d-8423-4195-b2c4-29d7ba7ee553 | Clause:
Each Borrower and Subsidiary has filed all federal, state and local tax returns and other reports that it is required by law to file, and has paid, or made provision for the payment of, all Taxes upon it, its income and its Properties that are due and payable, except to the extent being Properly Contested. The... | Label: Taxes |
0ba2155f-17ee-4f10-9fd5-4d7121fd84fa | Clause:
Each Guarantor hereby guarantees that payments hereunder shall be paid to the Trustee without set-off or deduction or counterclaim in immediately available funds in U.S. Dollars at the office of the Trustee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Payments |
731ab0e0-b902-4828-8e78-b3255a271828 | Clause:
EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOI... | Label: Submission To Jurisdiction |
4c9e8763-a6ba-4ed1-9bdd-5ef424b3ce13 | Clause:
No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. Pursuant to Section 11(e) ... | Label: Withholdings |
4d301549-91d1-41ce-a64e-2801bd37f3e5 | Clause:
This Agreement may not be assigned by the Executive. Neither the Executive, his spouse, nor their estates shall have any right to encumber or dispose of any right to receive payments under this Agreement, it being understood that such payments and the right thereto are nonassignable and nontransferable.
Task: ... | Label: Assignments |
3fe979ec-01b6-4a67-9e39-8e5c01fdba6f | Clause:
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the ... | Label: Adjustments |
43d5b7c3-5acb-4150-90f3-886b3381842f | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of M... | Label: Governing Laws |
ddb8d3b3-2103-4df7-b3a0-e2c12f9b724c | Clause:
Except as disclosed in Schedule 3(k), since January 1, 2015, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, and all exh... | Label: Financial Statements |
0978340e-8611-48e5-ba65-350efa967053 | Clause:
Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants and agreements made by the Company and the Purchaser herein and in the certificates for the Shares delivered pursuant hereto shall survive the execution of this Agreement, the delivery to the Purchaser... | Label: Warranties |
8d71d128-66dd-4e60-a942-aecdea4fa4ff | Clause:
This Agreement has been duly executed and delivered by each party and constitutes the valid, legal, and binding obligation of each party, enforceable in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Binding Effects |
d5c19c5f-7734-47ca-a6f0-4dd28c14e475 | Clause:
Any waiver by either of the Parties hereto of any rights arising from a breach of any covenants or conditions of this Agreement shall not be construed as a continuing waiver of other breaches of the same nature or other covenants or conditions of this Agreement.
Task: Classify this clause into ONE of these typ... | Label: Waivers |
9d441714-d62c-4b45-8dd6-2f4b5f33e546 | Clause:
The Loan Documents and the obligations arising under the Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflicts of laws.
Task: Cl... | Label: Governing Laws |
4d5d8adb-427a-4035-82df-98e04e80ac53 | Clause:
Use any proceeds of Loans or Cash Collateral for a purpose that is prohibited by this Agreement or the DIP Financing Orders and set forth in the DIP Budget.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Use Of Proceeds |
a6a791bb-de04-485b-bbde-6f406e0bb2c7 | Clause:
Each party to this Cancellation Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Cancellation Agreement.
T... | Label: Further Assurances |
eaf12f1a-ead2-49a2-a2b4-cd620175aa72 | Clause:
In accordance with such policies as may be established and in effect from time to time, the Employer will pay or reimburse the Executive for all reasonable and necessary out-of-pocket expenses, including without limitation travel, entertainment, professional dues, and provide allowances on a basis consistent wi... | Label: Expenses |
16270833-974c-4d1a-a17e-96c13ebd3592 | Clause:
Schedule 2.19 sets forth a complete and accurate list of all insurance policies held by the Company, copies of which have been delivered to Buyer. Each such insurance policy is valid and binding and is and has been in effect since the date of its issuance. All premiums due under each insurance policy of Company... | Label: Insurances |
0d4b6063-4662-43de-835b-ec2e68179858 | Clause:
The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Mater... | Label: Compliance With Laws |
2a2585b2-5271-4178-9341-ea20c22cc0c2 | Clause:
Any provisions that impose an obligation or right, expressly or by common understanding, after the termination or expiration date of this Agreement will survive the termination or expiration of this Agreement and will be binding on the parties hereto.
Task: Classify this clause into ONE of these types (exactly... | Label: Survival |
77b0de5b-fafd-4b76-9632-7518f3673c0c | Clause:
Medgenics will maintain complete and accurate records of all work conducted with respect to the Initial Development, which, for clarity, includes records for work performed pursuant to the Material Transfer Agreement, including without limitation the “ Testing Data ” and “ Requalification Data ” (each as define... | Label: Records |
5f548460-9b33-4729-849e-586d129e5700 | Clause:
During the Term, the Executive shall serve in the position of Chief Operating Officer and shall report to and be subject to the general direction and control of the Board or its designee. In such capacity he shall be responsible for the supervision of the day to day operations of the Company and the implementat... | Label: Duties |
f1535bbc-4dcf-4ad4-a02e-0797801ef398 | Clause:
In the event of your Termination before the last Vesting Date, you will forfeit any unvested Restricted Shares for no consideration.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Terminations |
5224dcf0-8409-4446-a0b0-0ec5a83d89e2 | Clause:
Holdings and the Borrowers, each other Loan Party (by its execution of the Loan Documents to which it is a party), the Administrative Agent and each Lender acknowledges that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review the Loan Documents with... | Label: Construction |
7b30e88e-0f54-45f0-8c93-5bdeb6b9b4a3 | Clause:
This Agreement embodies the entire and final agreement of the parties on the subject matter stated in this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Employer or the Executive unless made in writing and signed by all parties. All prior understandings and agreeme... | Label: Entire Agreements |
ac6f3084-1501-4d22-ab54-86cd05212beb | Clause:
This Security Agreement and the other Loan Documents (i) are valid, binding and enforceable against Grantor and Secured Party in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement between the parties with respect to the subje... | Label: Entire Agreements |
66d55679-845c-4b84-b326-b8ef50c2c752 | Clause:
Executive agrees to disclose and assign to the Company any and all material of a proprietary nature, particularly including, without limitation, material subject to protection as trade secrets or as patentable ideas or copyrightable works, that Executive may conceive, invent, author or discover, either solely o... | Label: Intellectual Property |
fd04212c-39e5-4d46-8dfc-49c55c4d903d | Clause:
On the Effective Date, Gores Holdings and the Chairman shall enter into a customary director and officer indemnification agreement in a form mutually agreed upon by Gores Holdings and the Chairman.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Indemnifications |
5c2656ec-233c-4ad6-a98d-7d9344a43891 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit through Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing B... | Label: Amendments |
6622c423-882d-4201-b4c8-759aafe0ccb2 | Clause:
(i) To the fullest extent permitted by law, the Company shall indemnify and hold harmless (but only to the extent of the Company’s assets (including, without limitation, the remaining capital commitments of the Members) each Covered Person from and against any and all claims, damages, losses, costs, expenses an... | Label: Indemnifications |
e39d18a6-b63e-4939-aa4f-5df75bb45120 | Clause:
If a court determines that any of the restrictions contained in Section 4.1 or Section 4.2 is unreasonable in terms of scope, duration, geographic area, or otherwise, or any provision in Section 4.1 or Section 4.2 is otherwise illegal, invalid, or unenforceable, then such restriction or provision, as applicab... | Label: Modifications |
90269e1a-dc30-4079-811c-49ee044dd0da | Clause:
The Plan shall be governed and construed in accordance with the laws of the State of Ohio except where the laws of the State of Ohio are preempted by ERISA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Applicable Laws |
ff674681-efe5-4627-82e4-d4f83c0418c3 | Clause:
Subject to the satisfaction of the conditions set forth in Section 4 below, and in reliance upon the representations and warranties of the Loan Parties set forth in Section 5 below, Agent and Lenders hereby waive the Existing Events of Default. This is a limited waiver and shall not be deemed to constitute a... | Label: Waivers |
d92e42fd-8f69-4bda-a4d4-b24ed32b1fd0 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating t... | Label: Applicable Laws |
5fac2a68-83bb-4d01-838a-597efae98d36 | Clause:
If any provision of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavo... | Label: Severability |
d10e4deb-b64f-4464-a1fb-01ab42d6c78a | Clause:
Use the proceeds of the Loan, directly or indirectly, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities or business of or with any person, or in any country or territory, that, at the time of such funding, is, or wh... | Label: Sanctions |
34a1ab3b-ceff-4b9a-ae9e-ba05e5794d94 | Clause:
Executive shall be paid a base salary (the “ Base Salary ”) of $350,000 per year, less applicable deductions, payable in installments in accordance with the Company’s customary payroll practices. The Company may, in its sole discretion, adjust the Base Salary, as and when the Company deems appropriate.
Task: C... | Label: Base Salary |
b673b108-93c5-4778-990a-61031374f403 | Clause:
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument. This Agreement may be executed by delivery of electronically scanned copies of original signatures delivered by facsimile or elec... | Label: Counterparts |
c2333407-6487-42a2-93e6-ef213475379b | Clause:
The Fundamental Representations of Buyer set forth in Article IV shall be true and correct, except for de minimis inaccuracies, as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date, except for such representations made as of an earlier date or time, which need be true a... | Label: Warranties |
93d03dbe-df38-4902-8b8a-caf83c6d07ac | Clause:
Borrower shall defend, indemnify and hold harmless Bank and its officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement or any other Loan Document; and (b) all losses ... | Label: Indemnifications |
7ca28b3c-27f1-4317-8f49-d04ba4ad142f | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by telecopier or electronic mail of an exe... | Label: Counterparts |
afc95aa0-6d66-418b-ad8f-1a16983faf28 | Clause:
Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at the Closing (as defined below) and the Company agrees to sell and issue to the Purchasers at the Closing Notes in the aggregate principal amount of $2,000,000 (the “ Purchase Price ”), as set forth on Schedule I hereto.
... | Label: Sales |
3c2bd879-3ee5-4938-83d9-92ee904c8194 | Clause:
Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
Task: Cl... | Label: Compliance With Laws |
79c1119a-f9ff-4e13-9938-44e3e15d5489 | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provisions shall be ineffective to the extent of such provision or invali... | Label: Severability |
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