id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
bd6bbdfa-539b-4583-84ad-783bb9f6c61d | Clause:
All disputes arising out of this Agreement shall be settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The number of arbitrators shall be three, the place of arbitration shall be California, and the language of the ... | Label: Jurisdictions |
afebe66a-c43a-4cb6-8b36-dc83dc14cc67 | Clause:
The initial term of this Lease shall be for a period of 7 (seven) years (84 months of full payment of Rent) (the " Initial Term " ) The Parties hereby agree that the Initial Term is mandatory for Lessor and Lessee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Terms |
d543d70f-165d-462c-9ef3-f08e99c13fa3 | Clause:
If the Grantee dies while employed by the Company or one of its subsidiaries or affiliates (or if the Grantee were to die during the post-employment period covered by Section 2(c)(ii) (Disability) above), the person entitled by will or the applicable laws of descent and distribution may, within one year from th... | Label: Death |
9882ee72-1202-4f54-b88c-1b817bbe273c | Clause:
The Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, waives any claim it may hereafter have against any First Lien Claimholder arising out of the election of any First Lien Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any c... | Label: Waivers |
3d057874-bad3-42d6-80ca-ac90333438f1 | Clause:
All proceeds of the Senior Interim Loans will be used by Holdings and its Subsidiaries to effect the Transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Use Of Proceeds |
3c1ffc72-86da-40c6-b556-dd96c2e6e8f7 | Clause:
The provisions of this Schedule A will apply for purposes of determining required minimum distributions for calendar years beginning on or after January 1, 2003.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Effective Dates |
f49d76d9-2a82-4268-87d2-30ea3c434739 | Clause:
The Parent and the Company each will, and will cause each of the Material Subsidiaries and the other Loan Parties to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, qualifications, licenses, permits, privileges, franch... | Label: Existence |
593c3f95-eeb4-4fba-adb2-210d406c7ff9 | Clause:
This Agreement shall be governed by the corporate law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Del... | Label: Governing Laws |
cff11816-9f3c-40a6-ae62-2ba8d7aa7a41 | Clause:
This Agreement shall be construed and enforced, along with any rights, remedies, or obligations provided for hereunder, in accordance with the laws of the State of California applicable to contracts made and to be performed entirely within the State of California by residents of the State of California; provide... | Label: Governing Laws |
8e735d16-34bf-4043-8ee2-7f5b49b87830 | Clause:
Each Guarantor agrees to be jointly and severally liable for the payment of all reasonable fees and expenses, including fees and expenses of counsel, incurred by any Secured Party in connection with the enforcement of this Guaranty Agreement, whether or not suit be brought.
Task: Classify this clause into ONE ... | Label: Expenses |
4c41211f-8c23-497b-b9fd-9a7e30200d1e | Clause:
This Amendment No. 1, together with the Existing Credit Agreement (collectively, the “ Relevant Documents ”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such s... | Label: Entire Agreements |
197ff145-3e4a-4ce1-a1e4-b916d6fa7d5c | Clause:
This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or bene... | Label: Successors |
870a0ea4-5906-417f-9eb7-3c71dd7c2328 | Clause:
You agree you will promptly provide the Company a new address for any notices to be delivered pursuant to Section 6.1 of the Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Notices |
423cc018-de90-4029-b392-d617a430e27f | Clause:
The estate of a Participant who dies prior to the end of a Performance Period or after the end of a Performance Period but prior to payment may receive a Cash Incentive or prorated Cash Incentive. The method in which a Cash Incentive is prorated shall be determined by the Company in its sole discretion.
Task: ... | Label: Death |
2433f4e8-6978-40f6-ba68-6e8fa3f4d815 | Clause:
Pledgor will defend and indemnify Secured Party from and against any and all liability, loss, damage and expenses (including all attorneys’ fees and expenses through litigation and all appeals) which Secured Party might incur by virtue of any violation of this Security Agreement by Pledgor or the Company, or by... | Label: Indemnity |
147cf0c4-c5b6-4e95-9900-5f67f495482f | Clause:
The execution and delivery of this Warrant do not, and the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration ... | Label: No Conflicts |
6781bdd5-9453-4a82-8450-91c6122ecfe1 | Clause:
EACH GRANTOR, THE COLLATERAL AGENT AND EACH OTHER SECURED PARTY HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT, THE CREDIT AGREE... | Label: Waiver Of Jury Trials |
b8c70142-9d87-4230-b324-dfddadc811a1 | Clause:
No failure or delay on the part of any party to any Loan Document in exercising any right or remedy under, or pursuant to, any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy or power preclude other or further exercise thereof, or the exercise ... | Label: No Waivers |
14839fe1-8553-43c5-9613-f29c9c5d1d4d | Clause:
The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until the third anniversary of the Closing Date; provided that the Fundamental Representations shall survive u... | Label: Survival |
9fec9c70-4d71-473d-beaf-67454a908c2e | Clause:
No provision in this Agreement shall be supplemented, deleted or amended except in a writing executed by an authorized representative of each of Collaborator and Regeneron.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Amendments |
049cbcea-e074-4e9d-b755-d84772948ef9 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON C... | Label: Waiver Of Jury Trials |
7835361b-a353-4b9c-b94c-e999528bcf1d | Clause:
Each Investor is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consum... | Label: Organizations |
75861bc9-e0c2-40a8-8b1f-5ecfb2fd46e5 | Clause:
This Guaranty may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Counterparts |
acb3872a-31b3-4507-b511-b97a51deebc5 | Clause:
This Amendment No. 1 is effective for Plan Years beginning on or after January 1, 2010.
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: Effective Dates |
2211252a-c187-4de1-964a-68c2ab4d7a25 | Clause:
Except as provided in this Section 3, subject to Participant’s continuous employment with the Company during the period beginning on the Grant Date and ending on February 18, 2019 (the “Performance Period”) and subject to the terms of this Agreement, the Participant shall vest at the end of the Performance Peri... | Label: General |
08e0839c-7c7e-48d8-8143-f9e94becc3df | Clause:
This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all other discussions, promises, representations, warranties, agreements and understandings between the parties with respect thereto. This Agreement may not be modified, altered or amende... | Label: Entire Agreements |
f309eeb2-74ce-49a8-845b-233d88f9b7fa | Clause:
No failure or delay on the part of the Purchaser, the Servicer, Santander Consumer, the Issuer or the Indenture Trustee in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise of any such ... | Label: Waivers |
6fd8d44f-a242-4276-beee-e189942eab98 | Clause:
Use the proceeds of (a) the Term Loans, together with cash contributed to the Borrower, to (i) effect the Closing Date Refinancing and (ii) pay fees and expenses in connection with the Transactions and for working capital and general corporate purposes, and (b) the Revolving Loans and the Letters of Credit for ... | Label: Use Of Proceeds |
52969e49-b823-4914-8ad5-6ce28415ecb1 | Clause:
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all ... | Label: General |
ab31a65e-cea4-4d6f-9a36-7230a666e0be | Clause:
Taxes resulting from any benefits received under this Agreement are for the account of the Executive. The Company may withhold from any benefits payable under this Agreement all applicable taxes and other amounts as shall be required pursuant to any law or governmental regulation or ruling.
Task: Classify this... | Label: Withholdings |
f01db64a-70b2-4498-9d0f-926669e85dae | Clause:
Each Obligor, each Obligor’s respective successors-in-title, legal representatives, and assignees and, to the extent the same is claimed by right of, through, or under any Obligor, their past, present, and future employees, agents, representatives, officers, directors, shareholders, and trustees, do hereby fore... | Label: Releases |
1e9503cc-48be-4665-a911-ecb69487c5f0 | Clause:
This Note is being delivered in and shall be construed in accordance with the laws of the State of New York, without regard to the conflict of laws provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Governing Laws |
9c4026e0-74a3-43a5-8129-567af698e673 | Clause:
The Borrower agrees to reimburse each Priority Debt Representative for its reasonable out of pocket expenses in connection with this Priority Confirmation Joinder, including the reasonable fees, other charges and disbursements of counsel.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Expenses |
5f537a43-797a-4884-9de6-9f2d5d2ca6a0 | Clause:
The Executive becomes disabled by reason of physical or mental disability for more than 180 days in the aggregate or a period of 90 consecutive days during any 365-day period and the Board determines, in good faith based upon medical evidence, that the Executive, by reason of such physical or mental disability,... | Label: Disability |
4dd2d69f-c2c6-4c90-883b-203be207d3ed | Clause:
Any notice, election, or other communication delivered or mailed as aforesaid ("Notice") shall, (a) if delivered in person, be effective upon date of delivery; (b) if delivered by same day or overnight delivery service, be effective on the date of delivery to such address or addresses regardless if accepted; (c... | Label: Effective Dates |
65dd30f0-f7c6-496f-b92b-ad405bd378b5 | Clause:
Consultant warrants that the services to be performed under this Agreement shall be performed in a diligent manner in accordance with applicable industry and professional standards, and that the work product will be free from defects and conform to applicable specifications. Consultant will, at no expense to Co... | Label: Warranties |
a2850e5a-5f52-4e3b-9024-ee6f2ab96b3a | Clause:
The Executive shall be entitled to no less than the number of vacation days in each calendar year that is determined in accordance with the Company's vacation policy as in effect on the date hereof. The Executive shall also be entitled to all paid holidays and personal days given by the Company to its executive... | Label: Vacations |
5355cd0d-5a29-458b-9acc-dcda44931915 | Clause:
Landlord and Tenant each agrees to reasonably cooperate with the other in connection with its production, review and finalization of the plans and specifications, for the Base Building Work by Landlord, and the Tenant Improvement Work by Tenant, in an effort to finalize the same in an efficient and consistent m... | Label: Cooperation |
9281b519-2b07-4ef3-85dc-7a55d143002b | Clause:
(a) Each Pledgor shall keep its insurable property insured at all times by financially sound and reputable insurers, and maintain such other insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including ins... | Label: Insurances |
89b4a1ed-1a32-4d8a-b391-5a80d624ce29 | Clause:
Subject to all of the terms and conditions of this Agreement, Seller agrees to sell, assign, transfer and convey to Buyer, and Buyer agrees to purchase, accept and assume from Seller, the Equity Interests in each and all of the Land Holding Companies, in each case free and clear from all Liens, other than the r... | Label: Sales |
5bf94f25-d990-4ac4-a499-d193fe75155a | Clause:
The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Nevada for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecut... | Label: Consent To Jurisdiction |
4694c6ce-be74-4565-aa57-2bc99b2be417 | Clause:
The Borrower and each of its Restricted Subsidiaries owns beneficially, or has the legal right to use, all United States and foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, and rights in know-how and trade secrets necessary for each of them to conduct its busin... | Label: Intellectual Property |
e4981783-a8f8-4799-816c-ca124dd738b3 | Clause:
Except as disclosed on the attached Schedule 7.14 other than the most recently amended Schedule 7.14 (if the disclosures are approved by Majority Lenders), no Company is a party to a material transaction with any of its Affiliates (excluding other Companies), other than transactions in the ordinary course of bu... | Label: Transactions With Affiliates |
12a6a33f-e07c-48f0-aeca-80cb5363ef77 | Clause:
The Company has obtained all necessary material licenses, permits and approvals and authorizations necessary or required in order to conduct their business and affairs as heretofore conducted and as hereafter intended to be conducted. As of the date hereof, to the best of Sellers’ knowledge, the Company is in c... | Label: Compliance With Laws |
687bef35-4d1a-40ca-a905-cf9c5969e3b6 | Clause:
Any notice required or permitted to be given or sent under this Amendment to the Prostate Cancer Sublicensee shall be hand delivered or sent by express delivery service or certified or registered mail, postage prepaid, or by facsimile transmission (with written confirmation copy by registered first-class mail) ... | Label: Notices |
1421645f-204b-4981-9776-71f3e2abe9df | Clause:
The provisions of Article XI of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Governing Laws |
3c1677cc-d1f7-4cba-9713-83bbe4dc907e | Clause:
The effective date of this Agreement shall commence on June 30, 2015 (“ Effective Date ”) and shall end on the earlier of (a) subject to extension in order to give effect to the notice and cure provisions contained in the definition of Good Reason, the second anniversary of the date a Change in Control occurs, ... | Label: Terms |
107ad95b-0423-4d77-9e43-f6d6b9eaf2f7 | Clause:
Except as set forth on Section 3.21 of the Disclosure Schedules, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Seller.
Task: Classify this clause into ONE ... | Label: Brokers |
9099fc6f-e875-42ad-8669-30d23f150106 | Clause:
The term of this Agreement (the “Term”) will be deemed to have commenced on November 11 , 2015 , and will expire on the earliest of (i) the date that you cease to be employed by LMC , and ( ii) the date that LMC ceases to own or lease any Aircraft.
Task: Classify this clause into ONE of these types (exactly ... | Label: Terms |
3c846159-adb3-4967-bbc3-47d746d12b73 | Clause:
The New Purchaser, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breac... | Label: Remedies |
b78c2203-64a0-49df-8108-e77f8b772d3f | Clause:
Tenant shall not assign, pledge, mortgage or otherwise transfer or encumber this Lease or sublet any part or all of the Premises and shall not permit any use of any part of the Premises by any other party, or any transfer of its interest in the Premises by operation of law without Landlord’s prior consent, whic... | Label: Assignments |
a091e6cb-2423-426d-8ea2-ff4465330e0e | Clause:
Without limiting the applicability of any other provision of the Existing Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Existing Credit Agreement are expressly incorporated herein by reference.
Task: Classify this clause into ONE of these types (exactly o... | Label: Venues |
b4c8c038-6cb3-44df-9561-8f58ada2d736 | Clause:
The Agreement and this Amendment are together intended to be a Top Hat Plan and shall be interpreted, administered and enforced in accordance with ERISA. It is expressly intended that ERISA preempt the application of state laws to the Agreement and this Amendment to the maximum extent permitted by Section 514 o... | Label: Governing Laws |
dcb217ec-e382-4052-aaf1-89414820b20d | Clause:
The various headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Headings |
75c75a13-e949-444c-9db4-36660ea9209b | Clause:
This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in a PDF shall be eff... | Label: Counterparts |
86bbdef8-f1e9-42b4-98fb-5a2a2a648cf8 | Clause:
No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority is required to be obtained or made by, or on behalf of, the Borrower (except for (x) those that have otherwise been obtained or made on or prior to the Clo... | Label: Approvals |
36d6a5a8-c9a3-4d25-941d-d978b86c79dc | Clause:
In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Underlying Shares (based on the higher of the actual purchase price or VWAP of the Common Stock on the date such Securities are submitte... | Label: Remedies |
a7808c0e-acbe-48a7-bb5e-225953981b95 | Clause:
Except for the security interests granted to the Canadian Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on such Grantor’s Collateral by the Credit Agreement (including, without limitation, Section 8.3 thereof), such Grantor owns each it... | Label: Titles |
ea68cdb3-7c7b-4257-91c1-70f310c3ea4d | Clause:
This Amendment shall become binding when any one or more counterparts of it, individually or taken together, shall bear the signatures of each of the parties hereto. This Amendment may be executed in any number of counterparts, each of which shall be an original as against either party whose signature appears ... | Label: Counterparts |
2da0a36e-c05e-4ac5-8fe7-3f7d24936871 | Clause:
This Agreement shall be deemed to be a contract made under and governed by the internal laws of the State of New York without giving effect to any conflicts of laws principles that would apply the substantive laws of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Governing Laws |
10662084-5c9b-4657-86d9-626b00b48eb5 | 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 of this Agreement, or the application thereof to any Person or any circumstance, is found to be inva... | Label: Severability |
7bd4d74e-8eb8-4eec-827a-592d3e155641 | Clause:
The Administrative Agent, on behalf of each of the Arrangers and each of the Lenders, shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by ... | Label: Fees |
c0ed36be-cc3d-462e-b530-1476975fb70d | Clause:
Pledgor’s or Pledgor Guarantor’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of Pledgor or Pledgor Guarantor as a “going concern” or a reference of similar import.
Task: Classify this clause in... | Label: Financial Statements |
8b9acce7-abdb-40ac-b16b-dfd2b90a3266 | Clause:
No course of dealing on the part of any Indemnified Party, nor any failure or delay by any Indemnified Party with respect to exercising any right, power or privilege of any Indemnified Party pursuant to this Agreement or any of the other Loan Documents, shall operate as a waiver thereof.
Task: Classify this cl... | Label: No Waivers |
1ad9636f-ff2a-4679-ae03-16e8fbe8e8f4 | Clause:
This Agreement represents the agreement of Senior Lender and Subordinated Lender with respect to the subject matter hereof and there are no promises or representations by Senior Lender or Subordinated Lender relative to the subject matter hereof not reflected herein.
Task: Classify this clause into ONE of thes... | Label: Integration |
34e6c9c2-c239-4df7-9837-1e77e2fd0763 | Clause:
Executive agrees that he will cooperate reasonably, without further compensation, with the Eagle Entities in connection with (a) any existing or future threatened or actual legal action or government investigation involving any of the Eagle Entities, whether regulatory, administrative, civil, or criminal in nat... | Label: Cooperation |
7f8c5aa2-7785-4bfe-8acb-384b11ccebb7 | Clause:
Employee shall be entitled to participate in or become a participant in any employee benefit plan and fringe benefits maintained by the Company for which Employee is or will become eligible on such terms as the Company, in its discretion, may uniformly establish, maintain, modify or otherwise change for executi... | Label: Benefits |
2c560ec9-f0c2-4070-a68a-48747de6a9ce | Clause:
Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks (including, without limitation: loss or dam... | Label: Insurances |
c41f699c-47e1-4e75-9165-b1987e900cbf | Clause:
The Company shall, to the fullest extent permitted by law, indemnify each director, officer, or employee of the Company and affiliated entities (including the heirs, executors, administrators, and other personal representatives of such person) and the Plan Administrator against expenses (including attorneys’ fe... | Label: Indemnifications |
738c3dc8-96c0-4a6c-b713-f748bf7d021d | Clause:
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Governing Laws |
0d911747-21b4-49a6-bc6c-89242ba59cef | Clause:
The Company shall reimburse Hudson Bay (a Buyer) or its designee(s) (in addition to any other expense amounts paid to any Buyer or its counsel prior to the date of this Agreement) for all costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents (including all leg... | Label: Fees |
a87857c6-0ce2-4b72-b4ae-47dae5576a0b | Clause:
Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted, and, in the case of t... | Label: Organizations |
3f8cfd63-ab0b-4005-a5f7-a81f757ff6ff | Clause:
All notices required or permitted to be given pursuant to the terms hereof shall be in writing and shall be delivered to the applicable addresses set forth in Section 1 of this Agreement either by (a) certified mail, return receipt requested, in which case notice shall be deemed delivered three (3) Business Day... | Label: Notices |
c22f74d3-2338-4cdc-b20e-5d764ccb7586 | Clause:
After any final decision, judgment or award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or Buyer and Sellers shall have reached an agreement, in each case with respect to an in... | Label: Payments |
41933b39-3a8d-4865-ba4d-061da116cb6e | Clause:
This Agreement shall be governed by the laws of the State of Utah.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, ... | Label: Governing Laws |
dc7ccb1c-4a83-44c5-b17c-cd45a698c057 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any o... | Label: Counterparts |
eb9377d9-7101-4ad0-babd-de536264913c | Clause:
Except as otherwise provided in Section 5, the RSUs shall vest upon the date(s) set forth above as the Vesting Date(s), in each case provided that Grantee has been continuously employed by the Company from the Date of Grant through such Vesting Date(s). If the Grantee’s employment terminates due to Grantee’s de... | Label: Vesting |
d773b42c-49c1-4272-a9c3-1d8278b84467 | Clause:
Any notice or other communication herein required or permitted to be given shall be in writing and may be personally served or sent by courier service and shall be deemed to have been given when delivered in person or by reputable international express service, as evidenced by the records of such se... | Label: Notices |
90ffb84f-99d3-4726-8f32-f900eb5b6833 | Clause:
This Agreement may be amended, modified or terminated at any time by a writing executed by the Dealer Manager, the Company and the Escrow Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Modifications |
025d526c-5a4f-4933-baf5-012b45b82e95 | Clause:
Except as otherwise specifically provided, all fees, costs and expenses incurred by the parties hereto in negotiating this Agreement shall be paid by the party incurring the same, including legal and accounting fees, costs and expenses.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Expenses |
0347709f-d0f0-4c84-a511-fc95b56b1eb4 | Clause:
By the second Trading Day immediately following the date hereof, the Company shall file with the Commission a Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and shall attach the Transaction Documents thereto. The Company and the Purchaser shall consult with ... | Label: Publicity |
a11a6114-77fe-4d1b-956f-0c689a1f618c | Clause:
The execution and delivery by each Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly author... | Label: Enforceability |
4f98f5db-a285-4418-8e61-1277cd3d8de3 | Clause:
THIS RELEASE SHALL BE DEEMED TO BE MADE IN THE STATE OF DELAWARE, AND THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS RELEASE IN ALL RESPECTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW.
Task: Classify this clause into ONE of th... | Label: Governing Laws |
10b804df-7d52-487b-99c1-da2680057be6 | Clause:
Except as otherwise provided herein, this Agreement (including the Exhibits and Schedules) may not be modified, amended, or supplemented without the prior written consent of the Ultra Entities and the Required Consenting Parties; provided , that any modification of, amendment or supplement to, any exhibit heret... | Label: Amendments |
279fa66e-e742-4cf3-8c08-7da43f2ffb78 | Clause:
This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, does not, and the Company’s performance of its obligations under the Agreement will not, violate the Company’s certificate of incorporation, bylaws, other agreements to which the Company is a party to or applica... | Label: No Conflicts |
d8dd5882-a3a6-40c4-acde-21be27dd7ce6 | Clause:
All payments of principal, interest, and other amounts to be made by the Borrower under this Agreement and other Credit Documents shall be made to the Administrative Agent in Dollars and in immediately available funds, without setoff, deduction, or counterclaim; provided that, the Borrower may setoff amounts ow... | Label: Payments |
b963acb0-b926-4760-aea2-1fc91d376d08 | Clause:
The Corporation has good and marketable title to, or good and valid leasehold interests in, its properties and assets, tangible and intangible, in each case free and clear of any Liens, other than (i) for liens for current taxes not yet due and payable, (ii) for liens imposed by law and incurred in the ordinary... | Label: Liens |
f081cf9d-de00-42a3-93fb-0454ff85dbc4 | Clause:
This Release and the Agreement set forth the entire agreement of the parties hereto in respect of the subject matter contained herein and therein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employe... | Label: Entire Agreements |
90826780-a2c3-4829-9d95-22a460fa0f6c | Clause:
In case any one or more of the provisions contained in this Assumption Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected ... | Label: Severability |
dc521b80-1318-4a92-bde7-0de308670a94 | Clause:
No work associated with the construction of the Improvements shall be commenced by Borrower unless and until the Plans and Specifications have been approved by Lender and, to the extent required by applicable law or any effective restrictive covenant, by all Public Authorities and by the beneficiary of any such... | Label: Approvals |
9a232063-54f9-4532-9a4e-fbf27989d8c7 | Clause:
(a) Neither the Company nor any of its Subsidiaries is in material default under any material insurance policy of the Company, (b) all material claims made thereunder have been properly and timely filed, and (c) no written notice of cancellation or termination of coverage has been received by the Company or its... | Label: Insurances |
d3e268b1-8eb2-45da-b9b4-97d5671a4da5 | Clause:
This Amendment shall be construed and interpreted in accordance with the laws of the State of Missouri.
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, Au... | Label: Governing Laws |
26257424-7348-4137-a4f1-c38fd00185c1 | Clause:
Any offer, notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal delivery, by facsimile, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the then current ad... | Label: Notices |
47b3d10f-ff9e-44dd-971e-1228405565af | Clause:
Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information, except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representa... | Label: General |
eb8f4f4f-4afc-4e53-a88c-740641e8e9cb | Clause:
Except as disclosed on Schedule 5.1(c)-1 , as of the Agreement Date, no Borrower Party or any Subsidiary of a Borrower Party has any Subsidiaries, which Subsidiaries are identified on such Schedule as Domestic Subsidiaries or Foreign Subsidiaries. As of the Agreement Date, no Borrower Party or any Subsidiary o... | Label: Subsidiaries |
353aa140-b7f6-41ca-bda4-dd724f5f2b41 | Clause:
The execution and delivery of, and consummation of the transactions contemplated by, this Agreement by Buyer are not prohibited by, and will not conflict with, constitute grounds for termination of, or result in the breach of any agreement or instrument to which Buyer is now a party or by which it is bound, or ... | Label: No Conflicts |
3b07f596-96bf-413d-8b8a-3609016f4796 | Clause:
Each Borrower hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) which may arise o... | Label: Indemnity |
5602d49a-50e0-432d-a436-7a73ed022aec | Clause:
This Agreement shall inure to the benefit of the Company, any subsidiary of the Company, and each of their respective successors and assigns (including, without limitation, any purchaser of all or substantially all of the assets of either of the foregoing) and shall be binding upon such parties and their respec... | Label: Assignments |
617a899a-dbce-4e3d-ad08-95fbfe5ce0b2 | Clause:
All communications and notices hereunder shall (except as otherwise permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Loan Party shall be given to it in care of the Borrower, with such notice to be given as p... | Label: Notices |
62ff60da-478c-4999-9d8f-855e0e87fa24 | Clause:
As of the date of this Amendment (except to the extent specifically related to a different date), all representations and warranties of Guarantor contained in the Original Guaranty are true and correct in all material respects and Guarantor hereby confirms each such representation and warranty made by it with t... | Label: Representations |
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