id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
452b9758-c321-4bab-be29-8f3291ea877c | Clause:
This Agreement, together with that certain Separation Agreement, by and among EFH, OpCo and TEX Energy LLC, a Delaware limited liability company, dated as of the date hereof (the “ Separation Agreement ”), constitutes the whole and entire agreement between the parties hereto and supersedes any prior agreement, ... | Label: Entire Agreements |
a8671ce7-aeaa-49ff-94e1-8bb560e8e68b | Clause:
This Agreement shall be governed by and construed in accordance with the laws of Virginia.
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,... | Label: Governing Laws |
0ca73616-e3e3-4900-84e6-dee181cd92fc | Clause:
Provisions of this Agreement shall survive any termination of employment if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation your obligations under Section 3 and the Company’s obligations under Section 2(c), Section... | Label: Survival |
1e16498c-0bf8-474b-b0a2-e6017a760a50 | Clause:
Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought and determined exclusively in the Delaware Court of Chancery of the State of Delaware; provided , that if the D... | Label: Jurisdictions |
95bd9ba8-75cc-4594-a746-a006046ae154 | Clause:
The issuance and sale of the Shares have been duly authorized by the Company and the Shares, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the ... | Label: Sales |
09f3338a-5bee-4e8b-8ff9-b2c83200cccf | Clause:
This Amendment 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, A... | Label: Governing Laws |
de16510a-4b5a-40ae-b7fc-fb6189dc6b3d | Clause:
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 7.04 hereof. Delivery of an executed counterpart to this Agreement by facsimile transmi... | Label: Counterparts |
1efbaf6b-7922-460f-ab4f-1222d7cda8d7 | Clause:
The Contributor shall have performed all obligations to be performed by them, and complied with their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Agreements |
0fd117de-831b-4640-8f24-871fe659ea79 | Clause:
The closing of the sale of Shares contemplated hereby (the “ Closing ”) shall occur immediately prior to and on the day of the closing of the Nexeo Business Combination. Upon not less than two (2) business days’ written notice from (or on behalf of) the Company to the undersigned (the “ Closing Notice ”) that t... | Label: Closings |
bd9ef1e2-8cf6-47e8-937d-c28f23cf2b8c | Clause:
Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets or otherwise pursuant to a Change of Control shall assume the Company's obligations under this Agreement a... | Label: Successors |
1310ef4d-10bb-4dc8-a607-dcd358176736 | Clause:
Employee represents and warrants that Employee shall not, directly or indirectly, disparage, defame, or make derogatory or negative statements to any person or entity regarding Employer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Non-Disparagement |
589d044d-4431-4580-b8ad-16755c5e448d | Clause:
If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to other Persons or circumstances, shall not be affected thereby.
Task: Classify this clause into ONE of these typ... | Label: Severability |
1bb5d9af-fa59-4c05-af47-1077bc71d879 | Clause:
Upon the expiration or termination of this Agreement, all rights and obligations of the Parties under this Agreement shall terminate except those described in the following Sections: Sections 1 (Definitions); 4.5(b) and 4.5(c) (with respect to any Development Costs that have accrued but not yet been reconciled ... | Label: Survival |
572c503b-42c6-4c23-91f8-8d3a6d1eee25 | Clause:
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan P... | Label: Binding Effects |
8b36d67b-a1a3-41e1-8990-6c14bed827ad | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MA... | Label: Governing Laws |
a8b15628-5692-48d4-98b2-22e10423d0be | Clause:
This Agreement and the other Loan Documents shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles thereof that would result in the application of any law other than the law of the State of New York.
Task: Classify this clause into ... | Label: Governing Laws |
1f29d27f-79bf-4f66-a988-c0ff43c15ca6 | Clause:
All disputes relating to or arising out of this Agreement or otherwise in connection with the Employee's employment with, or termination from, the Company, shall be settled by binding arbitration, in San Antonio, Texas, in accordance with the Company's standard arbitration policy and procedures.
Task: Classify... | Label: Arbitration |
64df0e02-ed9c-418c-8a3f-57aa4670f829 | Clause:
Except for ProMed Financial, Inc., no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Brokers |
d36bc6bd-e6ee-465e-98ea-47ff027d96ca | Clause:
Benefits payable under this Agreement will be paid only from the general assets of the Company. No person has any right to or interest in any specific assets of the Company by reason of this Agreement. To the extent benefits under this Agreement are not paid when due to any individual, he or she is a general ... | Label: Payments |
a1dc714f-80a8-44ce-b39a-401c9b6e61c2 | Clause:
Pledgor shall execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative A... | Label: Notices |
50eafda2-eb56-4441-b8e7-84724fe05620 | Clause:
The Company may enter into agreements with the Managing Member or any Officer to provide for indemnification consistent with the terms and conditions set forth in this Section 7.10 . Unless otherwise agreed by the Managing Member, the Company shall maintain insurance, at its expense, on its own behalf and on b... | Label: Insurances |
0b2cce7c-7aff-44d5-964f-21b64f6d0101 | Clause:
If any part of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part by reason of any rule of law or public policy, such part shall be deemed to be severed from the remainder of this Agreement for the purpose only of ... | Label: Severability |
acbb80d8-9c2c-485c-befe-cd2a4237fbf5 | Clause:
The Company and its Subsidiaries are in compliance with, and conduct their businesses in conformity with, all applicable Law (including Anti-Corruption Laws), except where the failure to be in compliance or conformity would not, individually or in the aggregate, reasonably be expected to result in a Material Ad... | Label: Compliance With Laws |
7dff1971-ed2e-43f8-8284-86a979e7f703 | Clause:
This Agreement was prepared in the English language, which language shall govern the interpretation of, and any dispute regarding, the terms of this Agreement. This Agreement and all disputes arising out of or related to this Agreement or any breach hereof shall be governed by and construed under the laws of t... | Label: Governing Laws |
cb7a3f2f-5155-4635-8821-b3d7c30679b0 | Clause:
Except as provided in any signed written agreement contemporaneously or hereafter executed by Company and Executive, this Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements betwe... | Label: Entire Agreements |
3ad19717-5124-4c63-9215-1e20fc85c886 | Clause:
Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action,... | Label: Indemnifications |
ac9235f1-ce6b-49cf-8d21-69dcafda35d0 | Clause:
Upon (A) the date of the issuance or increase of a Letter of Credit , and (B) the date hereof as to the deemed issuance of the Existing Letters of Credit under Section 2.07(h), the Issuing Lender shall be deemed to have sold to each other Lender having a Commitment and each other Lender having a Commitment sh... | Label: Participations |
8b70b326-99fd-4bae-ad34-d6c9fb72944d | Clause:
Except as set forth on Schedule 3.6 as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation pending against, or to such Borrower’s knowledge threatened against or affecting, any Credit Party or, to such Borrower’s knowledge, any party to any Operative Document other... | Label: Litigations |
1c0fd6a1-4e46-455d-bb8d-79ddf8c2aa9d | Clause:
The Company intends to use the net proceeds of this offering after payment of the expenses of the offering for the funding of: research and development activities related to the Intrexon Exclusive Channel Collaborations; and general corporate purposes and shall not use such proceeds for the satisfaction of any ... | Label: Use Of Proceeds |
3a6f4e54-b2ee-42ca-9d25-cffbc7b6cb64 | Clause:
Upon the payment in full and termination of the Security Agreements, the Secured Party shall execute, acknowledge and deliver to the Debtors an instrument in writing, prepared by the debtors, in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents and Tra... | Label: Terminations |
b113f9fe-da4e-4c32-a807-e861784d3518 | Clause:
During the Term and for a period of five (5) years after the termination or expiration of this Agreement, each Party shall obtain and/or maintain, respectively, at its sole cost and expense, product liability insurance in amounts, respectively, which are reasonable and customary in the U.S. pharmaceutical indus... | Label: Insurances |
ecddc20d-9d01-4a83-9f44-c4c4046edf50 | Clause:
In addition to all other rights and remedies available under the Credit Documents or applicable law or otherwise, upon and at any time after the occurrence and during the continuance of any Event of Default, each Lender, the Swingline Lender, and each of their respective Affiliates may, and each is hereby autho... | Label: Remedies |
fe424eb2-3621-4990-83a9-911031258c48 | Clause:
All financial statements and other financial information furnished or to be furnished to Administrative Agent that relate to the Borrower Parties and were not prepared by or on behalf of Operating Tenants (a) fairly present in all material respects the financial condition of the Parent and its consolidated Subs... | Label: Financial Statements |
ddb1f6e9-6c11-4fe0-aaf0-e7fe3dffb3be | Clause:
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile or in electronic form shall be effective as the delivery of a manually ... | Label: Counterparts |
05dcc084-4729-4b7b-a20c-569fe89382c0 | Clause:
Seven (7) years (“ Term ”) commencing as of July 15, 2016 (“ Commencement Date ”) and ending on July 14, 2023 (“ Expiration Date ”). Subject to the terms hereof, Tenant and Landlord have a one-time option (but not the obligation) to mutually agree to extend the initial Term for an additional period of three (3... | Label: Terms |
c1227b0a-0824-4177-9a67-803f7be34a3c | Clause:
No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in writing and signed by a duly authorized officer of each Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Amendments |
213d7565-46e6-45ee-b4d8-2fbcdaf022d6 | Clause:
This Second Amendment shall become effective upon (a) receipt by the Administrative Agent of this Second Amendment executed by all the parties hereto and (b) payment by the Borrower to the Administrative Agent, for the pro rata benefit of the lenders of a consent fee in an aggregate principal amount of $575,000... | Label: Effectiveness |
0e5b7816-dba8-4244-ad2f-962ac60b2f5a | Clause:
Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment of any amount or provision of any benefit pursuant to Sections 7(d), (e), (f) or (h) (other than the Accrued Obligations), Employee shall have executed, on or prior to the Release Expiration Date, a Release, whi... | Label: Releases |
2927a93c-a48f-4e7c-9fee-55ddef30e2ee | Clause:
The Committees shall operate by consensus. The representatives of each Party shall have collectively one (1) vote on behalf of such Party; provided that no such vote taken at a meeting shall be valid unless a representative of each Party is present and participating in the vote. The Committees shall review and ... | Label: Authority |
0cc067b5-391b-464f-b060-b5a0efad9416 | Clause:
The Executive acknowledges and agrees that the Executive has had the opportunity to seek advice of counsel in connection with this Agreement and the restrictive covenants contained herein are reasonable in geographical scope temporal duration and in all other respects. If it is determined that any provision of ... | Label: Severability |
74dea057-3188-4c96-b2c8-52109de5aa55 | Clause:
The provisions of this Agreement are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision or part thereof in such jurisdiction and shall not in any manner affe... | Label: Severability |
e39891dd-aa88-4b53-a567-e948583df02e | Clause:
No claim, action, suit or proceeding shall have been instituted or shall be threatened by any Person which seeks to prohibit, restrict or delay consummation of the Acquisition, or any of the conditions to consummation of such Acquisition, or to subject the Seller to liability on the grounds that it has breached... | Label: Litigations |
e2d0d39e-2a3a-48be-873f-f16f3c8290ef | Clause:
All notices and other communications provided for hereunder (a) shall be given in the form and manner set forth in the Note and (b) shall be delivered (i) in the case of notice or other communications to the Grantors, by delivery of such notice to the Grantors at their address, facsimile number or e-mail addres... | Label: Notices |
00f33bbd-2295-4d2e-8816-df367c0d9653 | Clause:
The Board reserves the right to terminate this Plan at any time and to pay all Participants their Account Balances in any form and at such times that the Board reasonably determines in its discretion is appropriate and conforms to the requirements of Code section 409A; provided, however, that if a distribution ... | Label: Terminations |
b9b35ca2-d511-49a9-ae95-838614e7e1ef | Clause:
This MSA shall be governed by and construed in accordance with the laws of the state of Colorado without giving effect to any choice or conflict of law provision or rule (whether the state of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the stat... | Label: Governing Laws |
990d5dc1-83fd-4f3c-aa86-ffaf1c729487 | Clause:
No amendments to this Agreement shall be binding unless in writing and 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, Authorizati... | Label: Amendments |
7e356cdc-4f46-4406-a6bf-c83a45d7fd10 | Clause:
Seller shall have obtained consents to the assignment to Purchaser of all Service Agreements, and all other Contracts being assumed by Purchaser which require the consent of any third party by reason of the transactions provided for in this Agreement and shall have obtained the consent of every person, corporat... | Label: Consents |
2ea85528-8bb8-4ea9-99ce-fcd99c716ec2 | Clause:
This Agreement is the joint and several obligation of the Bank and Valley. The terms of this Agreement shall be governed by, and interpreted and construed in accordance with the provisions of, the laws of New Jersey. This Agreement supersedes all prior agreements and understandings with respect to the matters c... | Label: Miscellaneous |
181d931f-506d-438d-808c-132244f01f69 | Clause:
Employee shall keep the terms and provisions of this Agreement confidential, and Employee represents and warrants that since receiving this Agreement he has not disclosed, and going forward will not disclose, the terms and conditions of this Agreement to third parties, except as follows: (a) he may reveal the t... | Label: Confidentiality |
e103b792-822b-4c1b-ad56-e2b70a180bb5 | 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 January 31, 2016; p... | Label: Terminations |
edb5dcf1-dea8-4b57-aeec-f6dc65302c3d | Clause:
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with Section 8(c) of the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Notices |
d93d5520-450a-4907-9601-61658b2cd67d | Clause:
This Guaranty shall bind Guarantor and its successors and assigns, and the benefits hereof shall inure to the benefit of the Beneficiary and their successors and assigns. All reference herein to a “Guarantor” and the “Beneficiary” shall be deemed to apply to the Guarantor and the Beneficiary, respectively, and ... | Label: General |
7d491794-7baf-46a7-b3b8-2d5f5b8f0a96 | Clause:
Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in the Sale and Servicing Agreement, dated as of the date hereof (the “ Sale and Servicing Agreement ”), by and among Nis... | Label: Definitions |
d696aeab-aee3-4f46-8a42-2cd9bacca0c7 | Clause:
As of the Closing Date, the Company has two Subsidiaries: (i) Blue Capital Re Ltd. and (ii) Blue Capital Re ILS Ltd.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Subsidiaries |
4bf3a111-f36b-48c1-a9ff-be3503d984ba | Clause:
All computations of interest for ABR Loans (including ABR Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days, or 366 days, as applicable, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actu... | Label: Fees |
e12265c7-7eca-479f-993b-fd339d0ce602 | Clause:
Without limiting any other provision of the Agreement, the Grant Notice or the Plan, the Company and its Subsidiaries shall be entitled to withhold Shares otherwise issuable under the Award or, in the Administrator’s discretion, to require a cash payment (or other form of payment determined in accordance with S... | Label: Tax Withholdings |
75ab8633-3384-4210-88c3-b18f56a0e25d | Clause:
The Transaction Documents, together with the exhibits and schedules thereto, and the Confidentiality Agreement, taken together, are expressly intended by the Parties to be, shall be and constitute the Parties’ single, entire, non-severable, indivisible and integrated agreement, and none of the Parties would hav... | Label: Entire Agreements |
a6891b25-1572-4438-b875-9d5d7e480fda | Clause:
Capitalized terms used but not defined herein shall have the same meanings given to such terms in the A&R MSA Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Defined Terms |
c02626d1-8742-4a8d-b80f-ccb116b76a49 | Clause:
This Agreement and the Master Agreement, together with all other agreements specifically contemplated thereunder, constitute the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and sta... | Label: Entire Agreements |
e1d5539c-dd1a-475b-9a41-771f3e698487 | Clause:
BORROWER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS AND ADVISORS (EACH, AN “ INDEMNIFIED PARTY ”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATI... | Label: Indemnifications |
5309c935-5afc-45d2-997b-c98d45d199dc | Clause:
During the Term, Executive shall be entitled to participate in or receive benefits under any employee benefit programs of the Company (including life, health and disability programs) that are made available to named executive officers of the Company to the extent that Executive complies with the conditions atte... | Label: Benefits |
d5d4b3bf-7d69-4ffc-bd90-ade21a5064b2 | Clause:
This Assignment shall be governed by and construed in accordance with the laws governing the Note.
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, Authori... | Label: Governing Laws |
a368e49e-96dd-4320-84f4-7bd1898f0a6e | Clause:
This 2016-2 Servicing Supplement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Counterparts |
5ac2bbb9-29c4-4388-bf6e-e381128818b4 | Clause:
All legal notices required herein will be in writing addressed to the respective Parties as set forth below and will either be (i) personally delivered, (ii) transmitted by postage prepaid certified mail, return receipt requested, (iii) transmitted by nationally recognized private express courier, or (iv) sent ... | Label: Notices |
6b46101c-ac14-49a3-9af9-c5759fefedd5 | Clause:
Upon the Borrower obtaining knowledge thereof, written notice to the Administrative Agent immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default, specifying the nature and existence thereof and the actions proposed to be taken with respect thereto and (ii) the occ... | Label: Notices |
b0240e70-2013-49c7-8c5e-3acba2e39878 | Clause:
This Agreement, the Purchase Agreement and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter co... | Label: Entire Agreements |
1fb51774-c720-408f-9dc5-47c8d04a093c | Clause:
All notices or other communications required or permitted hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by certified or registered mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express, facsimile or... | Label: Notices |
b1fb1d6d-abdb-4c72-ae02-f3c8b685e521 | Clause:
The Executive’s Base Salary under this Agreement shall be at the initial rate of $410,000 . The Executive’s Base Salary will be paid by DeVry Group in substantially equal bi-weekly installments. The Base Salary will be reviewed annually by the CEO in coordination with the Compensation Committee and upon such ... | Label: Base Salary |
dfdd58bc-da09-4c19-a66f-0cb898aab84f | Clause:
No failure to exercise and no delay in exercising, on the part of any Agent, any Lender or any Loan Party, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereun... | Label: No Waivers |
a11aaa8b-974e-4226-a4e0-4e83c5b77456 | Clause:
This Amendment 3 and the related Loan Documents have been duly executed and delivered by the Loan Parties. This Amendment 3 and the related Loan Documents are the legal, valid and binding obligations of the Loan Parties, enforceable against each of them respectively in accordance with their terms, and are in fu... | Label: Enforceability |
d4c14811-076c-4670-b0db-817590838e67 | Clause:
The laws of the state in which the Property is located shall govern this 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, Authority, Authorizations, Base Salar... | Label: Applicable Laws |
acad7593-d11f-4316-9e2d-2a80f77fc022 | Clause:
The preferential rights to purchase, rights of first refusal, options or similar rights affecting any of the Assets and the third party consents required to assign any of the Assets are set forth on Schedule 3.2 . Within five (5) business days from the Execution Date, Seller shall deliver notices to the holders... | Label: Consents |
6ebe283f-b50c-4827-a91f-53df77b07a81 | Clause:
All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. The Originator additionally expressly waives all notice of the acceptance by any Senior Claimant of the subordination and other provisions of this Subordinated Note a... | Label: Waivers |
48c1dc79-adb0-414a-ab32-3dd46d6f72cd | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way b... | Label: Severability |
3ffe8ea9-b075-40dc-a42c-7e27543d2c80 | Clause:
This Amendment may be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Counterparts |
25c003d4-7b3c-4370-afb4-51c4a9500b96 | Clause:
Except as set forth on Schedule 5.16 , each Group Company (which for purposes of this Section 5.16, as of the Closing Date, shall include the Target and its Subsidiaries only to the extent of the best knowledge of the Borrower) owns, licenses or otherwise possesses the right to use, all of the Intellectual Prop... | Label: Intellectual Property |
93ca7948-515c-47c1-8219-2bf30e843678 | Clause:
Director acknowledges and agrees that TWW’s remedies at law for a breach or threatened breach of any of the provisions of this Section 4 would be inadequate and TWW would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Director agrees that, in the event ... | Label: Specific Performance |
915aa4bc-2b01-4657-b610-2cacfca43c6c | Clause:
This Agreement shall be effective as of September 8, 2016, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the part... | Label: Terms |
5ecace92-b688-491e-a296-b47caab24cbc | Clause:
The Employee represents that the execution and performance by him/her of this Agreement does not and will not conflict with or breach the terms of any other agreement by which the Employee is bound.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: No Conflicts |
7922d4b2-27f4-45e7-96d4-8c3f03cf0abc | Clause:
Headings are given to the paragraphs and subparagraphs of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof.
Task: Classify this clause into ONE of th... | Label: Headings |
57ad1a4c-890a-496e-9201-0c54f00687a1 | Clause:
Following the Executive’s last day of employment by the Company, the Executive shall reasonably cooperate with the Company and its subsidiaries in connection with: (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding involving the Company and any subsidia... | Label: Cooperation |
5d122725-11da-426a-9491-f1d161bfde3d | Clause:
All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents or to Lender or any of its Affiliates shall be subject to the prior approval of Lender except with ... | Label: Publicity |
9a5956db-6787-4cfd-b677-9e0ce09906a9 | Clause:
Schedule 7.15 sets forth the name of, and the ownership interest of the Borrower in, each Subsidiary of the Borrower and identifies each Subsidiary that is a Guarantor, in each case as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Subsidiaries |
7c235705-e55a-4961-b7e3-913c8769f87b | Clause:
This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall acquire any rights hereunder in accordance with this Agreement or the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Successors |
1dcdfea4-7681-4021-b831-cb8028fcb7ab | Clause:
Upon the request of an Agent, Borrower shall execute and deliver, or cause to be executed and delivered, all documents as shall be necessary or that such Agent shall reasonably request in connection with the rights and remedies of the Lender Parties under the Credit Documents and each Equipment Supplier Disburs... | Label: Further Assurances |
e7ceff88-0e45-45f5-aa82-6887d9e55e8a | Clause:
Executive shall use his best efforts and skills to truthfully, accurately, and promptly prepare, maintain, and preserve all records and reports that the Company may, from time to time, request or require, fully account for all money, records, equipment, materials, or other property belonging to the Company of w... | Label: Records |
8e7c8089-1f1f-4a0d-a137-b9a8db1db600 | Clause:
The Company has all requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation of the transacti... | Label: Authority |
57b20339-7036-43b6-841e-8646bc008c97 | Clause:
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision in this Agreement is found by a court of competent jurisdiction to be unenforceable or unreasonable ... | Label: Severability |
05d785ea-7605-49f9-b26f-ea18b2b00169 | Clause:
Notwithstanding Section 2 of the Agreement, the Agreement is amended, so that Employer shall, immediately upon creation of the Series A Preferred Stock of the Employer, issue Executive one share of Employer's Series A Preferred Stock for consideration of Executive agreeing not to terminate his employment with E... | Label: Amendments |
d91bd416-8279-4a82-ac61-ae27cb02ba01 | Clause:
The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Maryland.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Governing Laws |
9df5bf56-acc1-4a3c-bed2-cd2a4ec764ef | Clause:
During the Term and thereafter, the Company shall indemnify and hold you harmless, to the maximum extent permitted by the laws of Delaware, against any and all damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees) as a result of any claim or proceeding (whether civil, criminal,... | Label: Indemnifications |
161a50a7-23a2-49a1-a92b-afbe3f900390 | Clause:
Except as otherwise permitted by this Agreement, the Borrower and each Borrower Subsidiary has filed all tax returns it was required by law to have filed prior to the date of this Agreement, has paid or caused to be paid all taxes, assessments, and other governmental charges that were due and payable prior to t... | Label: Taxes |
98d392af-c6fa-4eff-9da1-d9930ae5af3a | Clause:
The rate of interest on the Notes shall be 10% per annum, subject to adjustment as provided in the Notes, accruing from the Amended and Restated Issuance Date (as defined in the Notes), and shall be payable at such times and in the manner set forth in the Notes. Any interest to be paid with respect to any Note ... | Label: Interests |
ebe76e4b-f10c-45b9-a45b-d3e8021ee6ed | Clause:
Seller owns legal and valid title to the Units, free and clear of any and all Liens, except for those contained in the Operating Agreement. Other than the Units, Seller does not own any other equity interests in the Company. Other than the Operating Agreement, Seller is not a party to any voting trust, proxy, o... | Label: Titles |
877f4365-1d14-4108-bae9-238cf7e8aa7b | Clause:
Any representation or warranty made, or deemed to be made, by any Loan Party herein or in any of the other Loan Documents or in any certificate or notice delivered or required to be delivered pursuant hereto or thereto shall prove false in any material respect (or, to the extent that the representation or warra... | Label: Representations |
1da5391b-e075-47dc-95b5-e3a72c7dc89f | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes in all respects all prior agreements as well as all express or implied negotiations and agreements, between the parties concerning such subject matter.
Task: Classify this clause into ON... | Label: Entire Agreements |
f2861c40-a94d-45ed-a888-e15ca5aeb3f3 | Clause:
An eligi b l e empl o y ee m ay mak e a Def erral Elect i o n by s u b mi tt ing a P ar t icipati o n Ag reemen t to t h e Em pl o yer pri o r to t h e b eginning of a Def erral P eri o d, excep t as d es cri b ed in (c) b el o w.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Participations |
a0380fa0-f35e-481f-8885-5d0a2224a858 | Clause:
On the Closing Date, immediately before the Share Exchange Transaction, the Company shall have authorized 500,000,000 shares, of common stock, par value $.001 per share, and 10,500,000 shares of preferred stock, par value $.05 per share of which 21,710,269 common shares and 1,420,000 preferred shares are outsta... | Label: Capitalization |
8adfde43-4569-46b7-b1cd-69e4907aef94 | Clause:
Subject to the terms and conditions of this Award Agreement, the number of shares subject to the Award that (1) the Administrator has determined are Eligible Shares in accordance with Section 3(a) of this Award Agreement and (2) do not otherwise vest in accordance with Section 8 of this Award Agreement, if any,... | Label: Vesting |
3beb9770-558e-496b-8046-71fd533244ac | Clause:
This Agreement, the Registration Rights Agreement and the Organizational Documents constitute the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respe... | Label: Entire Agreements |
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