id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
dfb35376-71c8-43d2-9c81-e30cc391bcb5 | Clause:
The provisions of Section 9.15 of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Counterparts |
1e7a20eb-b271-4676-b79a-feb9db819d91 | Clause:
Each Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders, as to itself, severally and not jointly, that as of the date hereof: (a) such Subordinated Creditor (other than any Subordinated Creditor who is an individual) is a partnership, limited liability company or corporation, as ap... | Label: Representations |
d87a9e3f-35e1-4f0e-b276-fa3a348eb620 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Minnesota, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedi... | Label: Governing Laws |
673e610c-efec-4907-9bd0-eb84fec47e95 | Clause:
All representations and warranties made in this Amendment, the Credit Agreement or any other document or documents relating thereto, including, without limitation, any Loan Document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documen... | Label: Warranties |
8c2d35af-4deb-4331-890c-ec55a6b013fb | Clause:
Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 4 through 10 and Sections 12 and 13 will survive the termination of Executive’s employment and the expiration or termination of the Term.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Survival |
98448e5e-da19-42be-9644-7bf1023abdea | Clause:
The purchase and sale of the Notes by the Company to the Purchaser shall occur at one closing of the Offering (a “ Closing ” and the date of such Closing, the “ Closing Date ”) to occur on November 17, 2016. Purchasers signing a counterpart signature page to this Agreement as of a Closing Date shall become part... | Label: Closings |
beb538cd-8404-4457-8919-3d5cdfa05ed8 | Clause:
This Agreement and the Arrangement Agreement (including the Exhibits) constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the partie... | Label: Entire Agreements |
25e5896b-ab61-44af-86f6-8592e24b1676 | Clause:
Any notice required to be given or delivered to the Company under the terms of this RSU Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indic... | Label: Notices |
b8473382-581d-4651-b1b1-be7051c8232f | Clause:
The Borrower hereby acknowledges and agrees that the Lender and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with, the Borrower and its Affiliates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Disclosures |
2b00085e-00aa-4c5c-bd46-d14e530fc778 | Clause:
THIS NOTE WILL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF HAWAII (WITHOUT REFERENCE TO PRINCIPLES OF CHOICE OF LAW) .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Governing Laws |
a5ee95a0-4633-4a8c-8611-c35e709b764e | Clause:
Certain payments and benefits that the Company will provide to you, regardless of whether you sign this Agreement and the Waiver, in connection with your resignation from the Company are described in Exhibit C .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Benefits |
42ed4915-6778-48f0-b864-9687ca918b17 | Clause:
Each party shall execute, acknowledge, deliver, file, notarize and register (at its own expense) all documents, instruments, certificates, agreements and assurances and provide all information and take or forbear from all such action as the other party may reasonably deem necessary or appropriate to achieve the... | Label: Further Assurances |
7f2d8797-ab91-4c48-8229-8025a1a2ebb3 | Clause:
This Amendment may be executed in counterparts, all of which together shall constitute one instrument, and each of which may be executed by less than all of the Parties to this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Counterparts |
353afb02-6206-41d5-a31a-29e20653623f | Clause:
The Borrower’s use of the proceeds of the Loans shall be for working capital and other general corporate purposes of the Companies and for the refinancing of existing Indebtedness and for Acquisitions permitted hereunder. Neither the Borrower nor any of its Subsidiaries and their respective directors, officers,... | Label: Use Of Proceeds |
edb3ef05-48e3-4fbb-9bda-4621b4103392 | Clause:
Each Loan Party will, and will cause each Subsidiary to, maintain, with financially sound and reputable insurance companies, (a) insurance in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or simil... | Label: Insurances |
eda5c3fb-f43d-4987-ac09-dfd2c3da66fb | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Conversion Shares and the Warrant Shares and the reservation fo... | Label: No Conflicts |
d44c7c79-228a-404f-835e-72df79880951 | Clause:
This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to th... | Label: Entire Agreements |
430f6b3f-2379-4416-aee8-f284382f6aff | Clause:
As of the Closing Date, Schedule 5.9 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, provides a complete and correct list of: (a) all registered patents owned by each Loan Party and all applications for Patents owned by such Loan Party; (b) all registered trademark... | Label: Intellectual Property |
c6ee2f2c-9db8-448b-95fc-b09f96f255bc | Clause:
This Amendment, the other Amendment Documents, the other Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Amendment nor any term hereof may be changed, waived, di... | Label: Entire Agreements |
43cad40d-fd48-40c3-b0a6-277c247fdbab | Clause:
Any dispute, disagreement or question which arises under, or as a result of, or in any way relates to the interpretation, construction or application of the terms of this Agreement, the Plan, or any Plan prospectus will be determined and resolved by the Board or its authorized delegate. Such determination or re... | Label: Interpretations |
f1b607fc-10a9-4194-9173-10075f77b44e | Clause:
There are no material facts relating to the Assets that have not been disclosed to Buyer.
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: Disclosures |
0ee92467-83cd-4e2b-8b7a-e9a038236241 | Clause:
Following the expiration of the Lock-Up Period, a Shareholder may Transfer, directly or indirectly, any Equity Securities of the Company held by such Shareholder in accordance with the terms of this Agreement; provided , however , that prior to any such Transfer of Equity Securities of the Company to an Affilia... | Label: General |
3bd073c3-0389-4216-889d-e95279f1c350 | Clause:
This Plan shall inure to the benefit of and be enforceable by an Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If an Executive shall die while any amount would still be payable to him or her hereunder (other than amounts which, ... | Label: Death |
573e5342-0e0f-4a6b-80a2-bc28fc0d44dc | Clause:
Each of GTHC, Avalon and the Shareholders will use its, his or her, as the case may be, best efforts to take all action and to do all things necessary, proper or advisable on order to consummate and make effective the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these typ... | Label: Further Assurances |
700b3233-64de-4d0a-a1a4-c0be4d6ada7a | Clause:
Except as set forth in the Partnership SEC Documents, there are (i) no legal or governmental proceedings pending or, to the knowledge of the Partnership, threatened, against any of the Partnership Entities or to which any Property or asset of any such entity is subject and (ii) no injunction, restraining order ... | Label: Litigations |
57201eca-e6e7-4b53-b578-ef72ccb69672 | Clause:
EACH REPRESENTATIVE SHALL REPRESENT, AND OWE DUTIES TO, ONLY THE MEMBER THAT DESIGNATED SUCH REPRESENTATIVE (THE NATURE AND EXTENT OF SUCH DUTIES BEING AN INTERNAL AFFAIR OF SUCH MEMBER), AND SHALL NOT OWE ANY DUTIES (INCLUDING FIDUCIARY DUTIES) TO THE COMPANY, ANY OTHER MEMBER OR REPRESENTATIVE, OR ANY AFFILIA... | Label: Indemnifications |
5f74447c-0218-4d85-bd08-07b03d3bc6c1 | Clause:
The proceeds of the Loans will be used for general corporate purposes including acquisition, development and enhancement of Real Property. No part of the proceeds of any Loan will be used, whether directly or indirectly, for financing, funding or completing the hostile acquisition of publicly traded Persons or ... | Label: Use Of Proceeds |
36b3d1e0-7168-424d-8320-5aa43ac0c1b1 | Clause:
During the Executive’s employment with the Company pursuant to this Agreement, the Executive shall be entitled to receive reimbursement for all reasonable out-of-pocket expenses incurred by the Executive in performing services hereunder (subject to reasonable documentation with respect thereto in accordance wit... | Label: Expenses |
79df81fa-f9b2-4689-85c3-e6dbe4fd1961 | Clause:
All notices shall be made in accordance with Section 14.03 of the Indenture.
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, ... | Label: Notices |
55234a19-fd45-4063-ad31-033c5cb5a512 | Clause:
Provisions . Each Party acknowledges and agrees that in the event of any breach or threatened breach of the confidentiality covenants or the breach of its obligations relating to ownership or use of intellectual property, the other Party will suffer irreparable damage for which it will have no adequate remedy a... | Label: Intellectual Property |
ae918695-891e-49e6-a078-df8ff110ba34 | Clause:
The parties hereto agree that irreparable damage would occur in the event any provision of this letter agreement was not performed in accordance with the terms hereof or was otherwise breached. It is accordingly agreed that the parties shall be entitled to specific relief hereunder, including, without limitatio... | Label: Specific Performance |
9fc076ca-54ef-4434-9270-dea5a1e80462 | Clause:
Tenant and each of the persons executing this Amendment on behalf of Tenant hereby covenants and warrants that Tenant is a duly organized, authorized and existing corporation and is in good standing under the laws of the Commonwealth of Virginia, that Tenant has full right and authority to enter into this Amend... | Label: Authority |
25ce81ce-dabe-4c3b-84ca-962cf9f31e78 | Clause:
Each Secured Party agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and soun... | Label: Confidentiality |
99355474-ba7b-4ebf-9fd4-ef882397442c | Clause:
All information given by either party to the other that is either marked as "confidential" or that is not generally known to the public, including the Cannabics Technology shall be held in strict confidence by the other party. Except as required for performance of this Agreement, neither party shall directly or... | Label: Confidentiality |
632049a1-4132-4f6d-bb63-c786554a8d7d | Clause:
Micron shall have the right to have an independent Third Party auditor audit [***], upon reasonable advance written notice, during normal business hours and on a confidential basis subject to an obligation of confidentiality, all records and accounts of NTC relevant to the calculation of Micron IP Royalties in ... | Label: Records |
1563019a-2c02-4e7e-90b9-6194fd9ff35f | Clause:
Each Party will comply with all Laws, rules and regulations applicable to the performance of its obligations under this Agreement, and will procure and maintain all licenses and permits necessary for the performance of its obligations under this Agreement.
Task: Classify this clause into ONE of these types (ex... | Label: Compliance With Laws |
49214c96-23a1-4a98-95d8-227dccaf0d4b | Clause:
Neither party hereto may assign or delegate this Agreement or any of its rights and obligations hereunder without the written consent of the other party hereto, provided, however, that the Employer may assign this Agreement to any successor the Bank or to the purchaser of all or substantially all of the Bank’s ... | Label: Assignments |
15982c5d-72b7-4a07-a32d-b4ee9f63ae50 | Clause:
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Notices |
2f3da1a4-ddd6-4d8e-9add-8c42c80f21a5 | Clause:
The Parent and its Restricted Subsidiaries, taken as a whole, are, and immediately after giving effect to the Transactions (including the incurrence of all Indebtedness hereunder) and the extension of the Maturity Date pursuant to Section 2.06 , will be, Solvent.
Task: Classify this clause into ONE of these ty... | Label: Solvency |
e447c839-9baf-4492-87be-f38a92b64bb4 | Clause:
Each Holder hereby represents and warrants to TPB that it owns exclusively, beneficially and of record and has good, valid and marketable title to the Warrant set forth opposite such Holder’s name on Schedule 1 free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, ... | Label: Representations |
aec84195-ac45-4e89-a16c-a2dafbfc28ca | Clause:
This Amendment may be executed simultaneously in one or more counterparts hereof, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures are permitted and shall be binding for purposes of this Amendment.
Task: Classify this clause... | Label: Counterparts |
173854dd-d392-44a5-9f69-ad16724d8cf8 | Clause:
Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of January 1, 2016, among Ford Credit Auto Owner Trust 2016-A, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer. Appendix... | Label: Definitions |
27f0ade6-9383-4e87-8ba5-49723cefa16b | Clause:
In the event of a breach or a threatened breach by any party to this Agreement of its obligations under this Agreement, any party injured or to be injured by such breach will be entitled to specific performance of its rights under this Agreement or to injunctive relief, without requirement of posting a bond, in... | Label: Remedies |
8db48bee-a88f-4675-a2bf-41e1719b4e22 | Clause:
The Company shall have all powers of a limited liability company formed under the Act and not prohibited by the Act or this Agreement; provided, however, that during the term of that certain loan from the Lender in the approximate amount of $51,000,000.00 (the " Loan "), the Company will comply with the applica... | Label: Powers |
d3407021-c975-4dc7-b50b-48c3daf947d0 | Clause:
The Company shall pay any recording, filing, stamp or similar tax which may be payable in respect of any transfer involved in the issuance of, and the preparation and delivery of certificates (if applicable) representing, (A) any Warrant Shares purchased upon exercise of this Warrant and/or (B) new or replaceme... | Label: Expenses |
04ad6be8-da2d-4f4e-83c3-f43350dec6d6 | Clause:
No subsequent alteration, amendment, change or addition to this Warrant shall be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Amendments |
8822abb9-bb48-40a7-8452-d3925eaedcb3 | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s corporate headquarters or to the then-current email address for the Secretary of the Company, and any notice to be given to Participant shall be addr... | Label: Notices |
a31d79ca-5ed2-4405-908d-f1906b8e7a27 | Clause:
The Obligor shall carry on its business in compliance with all applicable laws, regulations, by-laws and orders including, without limitation, all such laws, regulations, by-laws and orders relating to environmental protection, the maintenance and disposal of hazardous materials and substances, land use and occ... | Label: Compliance With Laws |
17b5c358-696b-4129-8650-fdb8abcf761b | Clause:
The execution, delivery and performance by such Member of this Agreement and the consummation of the transactions contemplated hereby do not (A) conflict with or result in a breach of any provisions of the organizational documents or other governing documents of such Member, (B) result in a default or the creat... | Label: No Conflicts |
9147ce83-ed7e-4f9f-9456-fbcd5d265739 | Clause:
Executive’s employment with Affinity shall begin on the Effective Date, and shall continue thereafter until terminated by either party in accordance with the terms set forth in Paragraph 11 below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Terms |
14c6bcd7-b40e-44f5-a0d1-bac0c91d4bb1 | Clause:
This Amendment may not be amended or otherwise modified, waived or supplemented except by an instrument in writing signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Amendments |
3b694b19-f7b7-41cd-b89d-8ecea9f7f2ef | Clause:
Each party’s obligations under this Section 14.3 shall survive the termination of the Loan Documents and payment of the obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Survival |
3fc3fdc7-9ec8-4b60-bb8a-a0711b168091 | Clause:
FOR PURPOSES OF ANY LEGAL ACTION OR PROCEEDING BROUGHT BY ANY MEMBER OF THE LENDER GROUP WITH RESPECT TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY BANK PRODUCTS DOCUMENT, EACH CREDIT PARTY HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE STATE OF NEW YO... | Label: Jurisdictions |
50f5918c-07fe-412b-b535-db7755b14a91 | Clause:
This Agreement constitutes the entire agreement of the parties, superseding and terminating any and all prior or contemporaneous oral and written agreements, understandings or letters of intent between or among the parties with respect to the subject matter of this Agreement. No part of this Agreement may be mo... | Label: Entire Agreements |
6755feb8-3ff4-491c-b66b-80d31e162f64 | Clause:
Any notices required or permitted to be given under this Agreement shall be delivered by hand, mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, or delivered by a nationally recognized overnight delivery service, and addressed as described below; notices shall be d... | Label: Notices |
2f599311-7838-4ed0-b34a-d30bcc239a2f | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Admin... | Label: Successors |
075d9f28-a4c1-456e-8dd6-3f28f96cea03 | Clause:
The term of the Employee’s employment with the Company under this Agreement will commence on the Start Date and continue until the first (1 st ) anniversary thereof, unless the Employee’s employment is earlier terminated by the Employee or the Company, in either case with or without “Cause” (as such term is def... | Label: Terms |
752f3911-032a-4982-a62c-0fe152d898f6 | Clause:
The Company reserves the right to amend or terminate the Plan, including reducing or eliminating any amount of benefits then being paid to Employees who are Disabled. Employee shall never be deemed to have “vested” in any benefits or rights under this Plan.
Task: Classify this clause into ONE of these types (e... | Label: Amendments |
2132a36f-39a2-4db6-a12e-69f9616622ad | Clause:
All capitalized terms not otherwise defined herein have the same meaning as in the Credit 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, Autho... | Label: Definitions |
8815a03c-3fe1-4325-8353-82b43da69d62 | Clause:
The Note, as amended by this Amendment, embodies the entire understanding among the Parties with respect to the subject matter thereof and hereof and can be changed only by an instrument in writing executed by all of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Entire Agreements |
9141e322-1e4f-4e34-8a59-b698b603eb7a | Clause:
Administrative Agent shall have received from the Required Lenders, the Parent, the Borrower and each Guarantor, counterparts (in such number as may be requested by the Administrative Agent) of this Thirteenth Amendment signed on behalf of such Persons.
Task: Classify this clause into ONE of these types (exact... | Label: Counterparts |
7974e1f4-a29c-4545-9c52-c6b85d28830f | Clause:
The invalidity or unenforceabilty of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Severability |
afad651c-32b5-4af8-9dfa-92c296ffb9bc | Clause:
All capitalized terms not otherwise defined in this 2 nd Amendment shall have the same meanings that are described to them in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Defined Terms |
a7cde266-13f2-44e8-aacc-ca15a94ff89e | Clause:
This Joinder Agreement embodies the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior arrangements and understandings relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Entire Agreements |
6c780614-3bd5-4ac5-910d-8d95219baed1 | Clause:
(a) Attached hereto as Schedule 11(a ) is a schedule setting forth all of each Company’s Patents and Trademarks applied for or registered with the United States Patent and Trademark Office (the “ USPTO ”), including the name of the registered owner or applicant and the registration, application, or publicatio... | Label: Intellectual Property |
6bf14b0f-b0a3-4c70-adb2-c0f40717bd5e | Clause:
To the fullest extent permitted by Law, the Parent Borrower agrees to protect, indemnify, defend and hold harmless the Lender and its directors, officers, employees, agents and any Affiliate thereof (“ Indemnitees ”) from and against any and all liabilities, direct damages, costs and expenses of any kind or nat... | Label: Indemnity |
d63b1b2e-b371-4657-bcc8-2cf45ad99fe2 | Clause:
The execution, delivery and performance of the Transaction Documents by Company, the issuance of the Note and the consummation by Company of the other transactions contemplated thereby do not and will not (a) conflict with or violate any provision of Company’s or any Subsidiary’s certificate or articles of inco... | Label: No Conflicts |
783e7fbf-1ff8-4866-ace5-83a0ae0877fd | Clause:
Schedule 4.22 sets forth a list of all material insurance policies (with respect to the liability, property, workers’ compensation, directors’ and officers’ liability or otherwise) maintained by any Loan Party or with respect to which any Loan Party is a named insured or otherwise the beneficiary of coverage (c... | Label: Insurances |
09a8a075-1d62-4563-ba14-6bf72bcc7b9e | Clause:
Except as reflected in the SEC Filings or in the Disclosure Schedule, t he execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, ... | Label: Consents |
d1756a9f-41a1-4b9a-92f0-4c1c13b30a47 | Clause:
The execution, delivery and performance by the Servicer of each Transaction Document to which it is a party (i) have been duly authorized by all necessary corporate action and (ii) do not violate or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational instruments or (C) ... | Label: Authorizations |
de174e9a-9b55-4ce0-92b6-c327ecc8d303 | Clause:
Except as set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and except for any filing required under Section 13 or Section 16 under the Exchange Act, and except for all necessary filings and submissions required to be made by a Shareho... | Label: No Conflicts |
e2e3214b-4459-4243-a221-f2b38cb3dd7c | Clause:
The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an A... | Label: Notices |
4ec7bfa1-8b63-4b0e-b35d-6b54b9b367ef | Clause:
At Lender’s request and expense, Borrower shall place a sign or signs (in a form or forms which Borrower has reasonably approved) at a location or locations on the Mortgaged Property satisfactory to Lender and Borrower, which signs shall recite, among other things, that Lender is financing the construction of t... | Label: Publicity |
e29b63da-1ff3-4ce0-94cf-654c832a2b56 | Clause:
The Borrower will not, directly or, to the knowledge of the Borrower, indirectly, use the proceeds of any Borrowing or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (i) in furtherance of an offer, payment, promise to ... | Label: Sanctions |
cc33326a-06ed-4632-8805-ad59a50ce37d | Clause:
All necessary action on the part of the Borrower, including approval to the extent required, relating to the authorization of the execution and delivery of this Agreement and all related documents and instruments and the performance of the obligations of the Borrower hereunder the thereunder has been taken and ... | Label: Approvals |
5ba55ce4-653e-4b7a-be41-150995961caf | Clause:
If the Closing occurs, then the parties agree to take such further actions and execute such additional documents and instruments as may be reasonably required in order to carry out the terms of this Agreement such as correcting a so-called scrivener’s error; provided, however, that in no event shall a party be ... | Label: Further Assurances |
e33858ea-fca2-4c80-b843-5dcdb6231f84 | Clause:
No later than the third Business Day following the date of receipt by the Company or any of its Subsidiaries, or the Collateral Agent as loss payee, of any Net Insurance/Condemnation Proceeds in an aggregate amount greater than $500,000 in any Fiscal Year, the Company shall prepay the Loans together with all am... | Label: Insurances |
1961d556-0fd0-47cd-b82c-6ab07bb76921 | Clause:
This consent letter shall for all purposes be governed by and construed in accordance with the laws of the State of New York, United States of America without any reference to the conflict of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).
Task: Classify this clause ... | Label: Governing Laws |
df0d696b-abab-4160-996f-f090c8322e51 | Clause:
The Escrow Agent acts hereunder as a depository only. The Escrow Agent shall not be liable, except for willful misconduct, breach of trust, or gross negligence, for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith, and in the exercise of its own best judgment... | Label: Indemnifications |
3d7cc2f3-e672-472d-ae67-ff918739e66c | Clause:
The LLC will have four (4) sub classes of Value Units: Value A Units, Value B Units, Value C Units and Value D Units. Subject to the provisions of Section 3.10 hereof (including the applicable Benchmark Amounts), the holders of Value Units shall have the rights with respect to profits and losses of the LLC and ... | Label: General |
f26ee8dc-9fbc-464b-97d9-38cbf8b48fab | Clause:
Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to them in Appendix 1 to the 2016-3 Exchange Note Supplement or, if not defined therein, in Appendix A to the Credit and Security Agreement.
Task: Classify this clause into ONE of these types (exactl... | Label: Definitions |
f7fb299c-7961-4239-9ffc-d2f0659265ec | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor (other than by merger). The Investor may assign any or all o... | Label: Assignments |
4f3294f3-713a-41e9-8537-b1af66b2fc32 | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar denominated standby Letters of Credit as the applicant thereof for the support of its or any other Loan Party’s obligations, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing ... | Label: General |
48fedd60-d33d-4abd-86b6-073d48a78e4d | Clause:
(a) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective Senior Officers, and, to the knowledge of the Senior Officers of the Borrower, their respective directors, officers, employees and agents (if any)... | Label: Anti-Corruption Laws |
3f2146d1-8e3c-4c98-9205-bc317c843f96 | Clause:
Neither the Parent Borrower nor any of its Subsidiaries shall enter into or be a party to, a transaction with any Affiliate of the Parent Borrower or such Subsidiary (which Affiliate is not the Parent Borrower or a Subsidiary) involving aggregate payments or consideration in excess of $10,000,000 for any indivi... | Label: Transactions With Affiliates |
ab2b68ac-fb0f-41bd-bcb5-e6825cc72f03 | Clause:
The headings of each section of this Guarant y are for convenience only and shall not define or limit the provisions thereof. This Guaranty and all rights and obligations hereunder shall be binding upon the Guarantor and its respective successors and assigns , and shall inure to the benefit of the Creditor and ... | Label: Miscellaneous |
0f3db809-dbe9-4bfc-86e1-7d3f50e66079 | Clause:
As of December 15, 2016, VMware has authorized 2,500,000,000 shares of VMW Class A Common Stock and 1,000,000,000 shares of VMW Class B Common Stock. As of October 31, 2016, there were 111,565,890 shares of VMW Class A Common Stock issued and outstanding, and 300,000,000 shares of VMW Class B Common Stock issue... | Label: Capitalization |
c3e5f110-8ddf-4577-9a02-334aeb566b79 | Clause:
Except for the notice letter Employee signed acknowledging and agreeing to the terms and conditions regarding his termination, no prior or contemporaneous oral or written agreements or representations may be offered to alter the terms of this Agreement which represents the entire agreement of the parties with r... | Label: Entire Agreements |
6c3c940f-ebfc-42b9-9de7-02d512c814ef | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the state in which the Property is located, without regard to any otherwise applicable principles of conflicts of laws. Venue for any action arising out of this Agreement shall be in the state courts in the state and county in wh... | Label: Venues |
10aabe47-2773-40e1-aa1c-edc3dea64c86 | Clause:
The Original Senior Lien Agent represents and warrants to each other Agent that it has the requisite power and authority under the Original Senior Lien Facility Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the Original Senior Lien Creditors. The [... | Label: Representations |
30221aba-cf29-4b5a-a0b7-b2134263e144 | Clause:
Other than those already obtained, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other person or entity (including, without limitation, the shareholders of the Company) is required in connection with the execution and delivery by the ... | Label: Approvals |
605628a8-dda1-4303-8abe-b85ec72fb4ba | Clause:
Subject to the terms of the Award Agreement and except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous Service during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction per... | Label: Forfeitures |
bbb50180-1a66-47e3-87bc-d30251ab16cd | Clause:
The Borrower will not, and will not permit any Subsidiary to, use any Loan or Letter of Credit or the proceeds therefrom for any purpose that would violate the Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and any similar anti-corruption legislation or laws in any other jurisdiction.
Task: Cla... | Label: Anti-Corruption Laws |
9104d8be-2bca-4b2a-ac34-690f7bae2a8b | Clause:
This Second Amendment may be executed in counterparts, and all parties need not execute the same counterpart; however , no party shall be bound by this Second Amendment until Borrower, Administrative Agent and the Required Lenders have executed a counterpart. Facsimiles or other electronic transmission (e.g., .... | Label: Counterparts |
09485879-94c3-43fe-8890-6d6e12d12e2f | Clause:
The representations and warranties of Borrower set forth in Section 5 of the Loan Agreement are true and correct in all material respects on and as of the Second Amendment Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate t... | Label: Representations |
20a5e738-699e-4559-ba39-be853ed0f7cc | Clause:
This Amendment No. 4 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the ... | Label: Entire Agreements |
20d8c787-e8d7-4c2d-afb0-35e902744c41 | Clause:
This Amendment shall be construed without regard to any presumption or rule requiring construction against the party causing a document or any portion thereof to be drafted. Any pronoun used in this Amendment shall be deemed to cover all genders. The terms “include”, “including” and similar terms shall be const... | Label: Construction |
2b51dd0d-dd2f-442f-9e3e-e1881042d7aa | Clause:
EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR THE CONTEMPLATED TRANSACTIONS.... | Label: Waiver Of Jury Trials |
9ee082b8-1bd4-4367-bbab-2dfcb38d235c | Clause:
Every provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions... | Label: Severability |
5213d2d5-a0bb-44a5-ad19-b5697d2fbd76 | Clause:
Any controversy involving the construction or application of any terms, covenants or conditions of this Agreement, or any claims arising out of any alleged breach of this Agreement, will be governed by the rules of the American Arbitration Association and submitted to and settled by final and binding arbitratio... | Label: Arbitration |
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