id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e1809441-d35b-468f-a2d5-c4e3beac1238 | Clause:
No consent, approval, license or authorization of any Person, or recording, registration or filing with any Person is required by any Requirement of Law or any agreement in connection with any Loan Party’s execution, delivery and performance of this Agreement or any other Loan Documents, other than (a) the fili... | Label: Consents |
216ea94d-0ba3-4540-acde-f345aa2413f9 | Clause:
The Employee shall be entitled to up to three (3) weeks of vacation per year.
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: Vacations |
497f138a-5e72-4fb5-907d-86c324414a84 | Clause:
There is no action, suit, proceeding, claim or investigation by any mediator, arbitrator or Governmental Entity pending or threatened in writing that is likely to impede Buyer’s ability to consummate the Transaction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Litigations |
53a09dfb-c4c9-4966-8a70-db2f696fa5e7 | Clause:
Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier service providing evidence of delivery, o... | Label: Notices |
088071f0-436d-453c-94de-32d07cdf2eb1 | Clause:
When requested by the Company, during or after employment, Executive will, at Company’s sole expense, use commercially reasonable efforts to support and cooperate with the Company in pursuing any patent, copyright, or trade secret protection in the United States and foreign countries for any Company Invention o... | Label: Cooperation |
0929182d-4066-467f-83d2-c151f86cb4a1 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by l... | Label: Financial Statements |
5340a296-6823-4ed9-8797-8e0158d46a71 | Clause:
Such Loan Party and its Restricted Subsidiaries are in compliance with all applicable Laws, except to the extent that the failure to comply therewith would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ONE of these types (e... | Label: Compliance With Laws |
8ad02677-3ff3-40fe-96fe-f58288fccbdd | Clause:
Borrower will pay all reasonable Costs required to satisfy the conditions of this Agreement, including, but not limited to, all taxes and recording expenses, Lender’s attorneys fees, surveys, appraisals, title insurance, title updates, real estate taxes, and insurance policies.
Task: Classify this clause into ... | Label: Costs |
d176796f-298d-4950-bee5-8f1bface0dc6 | Clause:
Seller shall not create, incur, assume or suffer to exist any mortgage, pledge, Lien, charge or other encumbrance of any nature whatsoever on any of the Repurchase Assets, whether real, personal or mixed, now or hereafter owned, other than the Liens created in connection with the transactions contemplated by th... | Label: Liens |
cbb6bd9a-b9f3-498b-a006-413c1142f21c | Clause:
Subject to Section 2.1 of this Agreement, the term of this Agreement shall commence on the date first set forth above and continue until December 31, 2026 unless earlier terminated as set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Terms |
ead821ea-9c87-4b12-8ae6-efa13ba7459c | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments of all the Lenders and the repayment, satisfaction or discharge of all the other DIP Term Credit Obligation... | Label: Survival |
762026eb-d3f0-4ec2-bb2d-0036c374241c | Clause:
The Effective Date of the Plan shall be as of May 2, 2016 and, unless sooner terminated by action of the Board, the Plan will terminate on June 30, 2020 (“ Termination Date ”); provided, however, (i) the term may be extended by the adoption of a resolution by the Board extending the term prior to the Terminatio... | Label: Terms |
9730d493-0426-4e69-b5a3-6a02f994147a | Clause:
Evidence that Seller has added Buyer as an additional loss payee under the Seller’s Fidelity Insurance no later than ten (10) Business Days following the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Insurances |
ceddcb79-edd4-4933-bce6-6aec35800ea6 | Clause:
Each Former Greater Media Stockholder agrees, and agrees to cause its Affiliates, to at all times hold in confidence and keep secret and inviolate all of the Company’s confidential information, including, without limitation, all unpublished matters relating to the business, property, accounts, books, records, c... | Label: Confidentiality |
1c3d3391-8825-45c3-9ca1-d8559e5422c9 | Clause:
The Trustee is hereby authorized in accordance with the Indenture, without notice or demand and without affecting the liability of the Guarantor hereunder, at any time and from time to time to (a) renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations ... | Label: Authorizations |
aaf65e9a-360a-4415-8a14-cc2c10ebe0a4 | Clause:
The parties hereto shall not assign this Agreement or their interest in the APAs, in whole or in part, without the prior written consent of the other party, except to an affiliate. Neither Griffin, Tenant nor Subtenant (nor their applicable affiliates) shall assign their respective interests under the APA witho... | Label: Assignments |
4f5d2881-bef3-457b-b3ac-1aea6c456525 | Clause:
Once a Loss is agreed to by the Company or finally adjudicated to be payable pursuant to this Article VI , the Company shall satisfy its obligations within 15 days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should the Company not mak... | Label: Payments |
f0feb6d7-a4b2-4e5a-ae75-1f85326365bd | Clause:
Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which Agent is exempt from registration or such registration is not ot... | Label: Representations |
5c90192f-fbe6-4d93-bc22-1ed42cde2d60 | Clause:
The audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended July 31, 2014 delivered to the Administrative Agent and the Lenders prior to the Closing Date fairly present in all material respects on a Consolidated basis the assets, liabilities and financial positio... | Label: Financial Statements |
8e190029-c64d-40dc-bfbd-76fca88d23a4 | Clause:
This Agreement constitutes the entire agreement between the Parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the Parties hereto with respect to the subject matter hereof, including, without limitation, the Employment Agreement dated April 10, ... | Label: Entire Agreements |
f1bf1af7-b6f5-4f9d-8553-69d5f4e5204d | Clause:
Participant acknowledges that compliance with the terms of this Agreement is necessary to protect Wintrust’s employment and business relationships and Wintrust’s goodwill and that any breach by Participant of this Agreement shall cause continuing and irreparable injury to Wintrust for which money damages would ... | Label: Remedies |
4200964b-0e1b-4a51-a646-2eb1cf708cfa | Clause:
Pursuant to the Executive Officer Agreement, as to any matter occurring or arising during Employee’s employment with the Company, the Company hereby covenants and agrees to indemnify Employee and hold him harmless fully, completely and absolutely against and in respect to any and all actions, suits, proceedings... | Label: Indemnifications |
02e2eb98-0dd4-48b7-97a6-e6084201f982 | Clause:
Payment of any fees due to Buyer hereunder.
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, Binding Effects, Books,... | Label: Fees |
12f282b8-cb07-40e6-9193-e1ddc5a994b2 | Clause:
This Amendment shall be deemed upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Effectiveness |
e21c18b9-d19e-4942-ad23-49f32b6540fe | Clause:
Any notice or filing required or permitted to be given to the Committee shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the principal office of EarthLink, directed to the attention of the President and CEO of EarthLink. Such notice shall be deemed given as of th... | Label: Notices |
7bf6c35e-1251-4c28-baee-8715eb6a56bf | Clause:
The execution and delivery of this Agreement and the closing documents to be executed in connection herewith and the consummation of the transactions contemplated hereby and thereby, except as otherwise provided herein, do not require the consent or approval of any governmental authority, nor shall such executi... | Label: No Conflicts |
a5dfc68c-b5b4-4027-b7c7-4932c56f3eee | Clause:
Each Guarantor acknowledges, and, by acceptance of the benefits hereof, each Guaranteed Party agrees, that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of ... | Label: Authority |
1939c84b-6c14-43e1-9604-000c4362742d | Clause:
Whether or not the transactions contemplated hereby are consummated, each Lender agrees to severally (and not jointly) indemnify each Agent (to the extent not reimbursed by the Loan Parties and without limiting the obligations of the Loan Parties hereunder), ratably according to its Applicable Percentages of th... | Label: Indemnifications |
a87759bb-d6f5-4608-a9cf-5adb06160d2e | Clause:
The Company shall in accordance with such Notice of Exercise, (i) as soon as practicable but not later than three Business Days after the Company shall have received such Notice of Exercise and payment, execute an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company ... | Label: Effectiveness |
37a05d94-90a9-4999-8e18-0abd950c9764 | Clause:
This First Amendment and the rights and obligations of the parties under this First Amendment shall be governed by, enforced and construed and interpreted in accordance with the law of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Governing Laws |
2f252dac-cd3d-4971-969e-a5a1a09f0d51 | Clause:
This Amendment shall be subject to the following Sections of the Credit Agreement, as if set forth herein in their entirety: Sections 10.10 , 10.12 , 10.14 , 10.15 and 10.16 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Miscellaneous |
682e397d-1990-4b62-9d8a-d0d531b97dbb | Clause:
Capitalized terms used herein, unless otherwise defined herein, have the meanings ascribed 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, Assignments, Assigns, ... | Label: Defined Terms |
75909452-6960-448a-b14a-c9b72578c680 | Clause:
The termination of the Agreement shall not affect Agent's or any Lender's rights, or any of the Obligations having their inception prior to the effective date of such termination or any Obligations which pursuant to the terms hereof continue to accrue after such date, and the provisions hereof shall continue to... | Label: Terminations |
e9418977-8fb4-4432-957c-624cd01016bb | Clause:
It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreeme... | Label: Amendments |
f8d957ab-04ab-4cea-9657-100b67e48a25 | Clause:
This Agreement shall be governed by the laws of the State of Nevada as to all matters, including but not limited to matters of validity, construction, effect and performance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Governing Laws |
bf29123f-56af-488e-aa36-294f673d18b9 | Clause:
The term of the Agreement as set forth in Section 2 of the Agreement, is hereby extended and will remain in full force and effect until March 31, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Terms |
d66d9b7c-3742-4509-9766-c7e7cac71eb7 | Clause:
Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except for Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Liens |
23dcc567-29aa-4cef-b19a-67a7eaa61347 | Clause:
Distributor shall not make any false or misleading representations to customers or others regarding the Company or the Products. Distributor and its employees and agents shall not make any representations, warranties or guarantees with respect to the specifications, features or capabilities of the Products tha... | Label: Representations |
21a8e457-bc9b-462e-a18e-ab1680c6416e | Clause:
Upon the occurrence of an Event of Default, the interest on this Note shall immediately accrue at the Default Rate, and, in addition to all other rights or remedies the Holder may have, at law or in equity, the Holder may, in its sole discretion, accelerate full repayment of all principal amounts outstanding he... | Label: Remedies |
fed02390-1747-4cfc-afff-ed01a52dfcb6 | Clause:
All notices hereunder shall be given in writing by personal delivery or by registered mail addressed to Titan at is principal place of business and to Executive at his residence address as then listed in Titan's records.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Notices |
88b3470b-c08b-44b9-b31e-7e271a73213c | Clause:
Upon the occurrence of a Change in Capitalization as contemplated by Section 5 of the Plan, the Administrator shall make adjustments in accordance with such section in the number and kind of securities that may become vested under the Award or in the terms of any Award. Any such adjustments will be made by the... | Label: Adjustments |
e12ca64e-47f7-4269-b83f-e345332f4a44 | Clause:
As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive an initial Base Salary of $20,000 per month ($240,000 per year), to be paid in accordance with Company’s regular payroll cycle, less required deductions for federal withholding tax, social security and al... | Label: Base Salary |
74e935ac-0ab6-4da2-9ba5-b9759d9a7953 | Clause:
The terms of this Guaranty may not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever except by written instrument signed by Guarantor and Airborne Global.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Amendments |
38a3f764-0388-46a7-8943-9b97124acf0d | Clause:
No Individual Borrower nor Equity Owner will cause or permit any change to be made in its name, identity (including its trade name or names), or its corporate or partnership or other structure unless it shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective d... | Label: Organizations |
81ced097-d47f-4afa-b626-2e30471dc46f | Clause:
This Joinder may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Delivery of an executed counterpart of a signature page of this Joinder by facsimile or other electron... | Label: Counterparts |
83ca2c40-9eb4-474a-b5f4-cf569957b2dc | 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 first Closing has not been consummated on or before June 13, 2016... | Label: Terminations |
89b257b4-1a69-44c9-b6f3-c4f1b8b2c9a8 | Clause:
The Employee acknowledges that (a) the Business of the Company and its affiliates is national in scope and may expand over time; (b) its products and services related to such Business are marketed throughout the United States; (c) the Business of the JPE Companies competes with other businesses that are located... | Label: Enforcements |
fdd1d1db-7b61-4468-bdf2-c550bee70137 | Clause:
The Employee agrees that in the event that any court of competent jurisdiction shall finally hold that any provision of Section 8 or 12 hereof is void or constitutes an unreasonable restriction against the Employee, the provisions of such Section 8 or 12 shall not be rendered void but shall apply with respect t... | Label: Severability |
4f595494-3eb9-4c00-a2ab-cab94e4a9b15 | Clause:
This Bill of Sale will be governed by the laws of the State of Delaware without giving effect to any choice or conflict of law principles of any jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Governing Laws |
1c07da6e-35fe-40bc-aa17-54d64eba4d8e | Clause:
This Agreement shall not be construed more strictly against one Party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the Parties, it being recognized that both Seller and Buyer have contributed to the preparation of this Agreement.
Task: Classify this c... | Label: Construction |
6191d647-24e3-4499-9c86-f67f7d36658e | Clause:
In the event that (A) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective, in either case, on or prior to the 270 th calendar day following the Settlement Date (unless the Exchange Offer Registration Statement or the Shelf Registration Statement is reviewed by the S... | Label: Interests |
771d5ca5-c35d-4004-9028-4470340d1512 | Clause:
Failure by either Party to insist upon strict performance of any provision herein by the other Party shall not be deemed a waiver by such Party of its rights or remedies or a waiver by it of any subsequent default by the other Party, and no waiver by either Party shall be effective unless it is in writing and d... | Label: Waivers |
d2366a5c-a42e-485c-a400-b4253ad55c8f | Clause:
This Agreement shall be in effect during the period (the “ Term ”) commencing on the date hereof and ending at 5:00 P.M. (New York time) on the Expiration Date, unless sooner terminated in accordance with the provisions of this Section 2 2 . The Expiration Date under this Agreement may be extended from time to... | Label: Terms |
28c14f2d-2ac1-4c07-8ca2-04a9ec491fb1 | Clause:
The Company and each Guarantor agrees that any suit, action or proceeding against the Company or any Guarantor brought by any Initial Purchaser, the directors, officers, employees and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, arising out of or based upon this Agreemen... | Label: Jurisdictions |
565e5489-841f-424f-9800-be08c0665f8f | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements fo... | Label: Amendments |
10109000-6fde-4347-99b8-9a4a1db6563f | Clause:
Each Credit Party hereby remises, releases, acquits, satisfies and forever discharges Lenders, its agents, employees, officers, directors, predecessors, attorneys and all others acting on behalf of or at the direction of Lenders, of and from any and all manner of actions, causes of action, suit, debts, accounts... | Label: Releases |
5a786973-0e3a-4f4d-835b-fbc4b8531fe4 | Clause:
This Agreement and the other Transaction Documents constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Entire Agreements |
66b820ab-48b0-4e47-8e61-23fa171a38d0 | Clause:
All covenants, agreements, representations and warranties made by the Borrowers herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement and the other Credit Documents shall be considered to have been relied upon by the other parties hereto and shall survive... | Label: Survival |
bf3df3d1-1003-4093-8bce-dd00ec850002 | Clause:
Executive shall cooperate with the Company and its subsidiaries or affiliates in connection with any pending or future litigation, proceeding or other matter which may be filed against or by the Company or its subsidiaries or affiliates with any agency, court, or other tribunal and concerning or relating to any... | Label: Cooperation |
c5ba152c-3874-4c37-93f7-2be9955a0493 | Clause:
If any provision of this Agreement is held invalid, illegal, or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any ... | Label: Severability |
05982f9c-7ca6-4919-a78d-950b1817343d | Clause:
Subject to Section 9.3 , this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Assigns |
2cc603b1-8f6b-48d7-b2db-6b4e934512fe | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing... | Label: Participations |
228e33c6-4d0c-490c-b6d7-e3019aa95eef | Clause:
During the Term of this Agreement, the Company shall pay to Executive or his nominee an annual base salary in such amounts as the Compensation Committee of the Board of Directors (the "Compensation Committee") shall recommend to the full Board of Directors for approval (the "Base Salary") and the Base Salary fo... | Label: Base Salary |
a185b2e2-e8b2-47b0-86ce-c6ea62c95d05 | Clause:
Prior to any relevant tax, withholding or required deduction event, as applicable, the Participant agrees to make arrangements satisfactory to the Company for the satisfaction of any applicable tax, withholding, required deduction and payment on account obligations of the Company and/or any Affiliate that arise... | Label: Withholdings |
c5de6464-90b5-40e7-95ae-f43eb6132a27 | Clause:
This Agreement is effective to create a legal, valid and enforceable Lien on and security interest in the Collateral in which a security interest may be perfected by filing a financing statement under the UCC in favor of the Collateral Agent for the benefit of the Secured Parties, except, as to enforceability, ... | Label: Titles |
42eef678-5422-46c8-8f47-13f8cca6e84b | Clause:
Should it become necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, the prevailing party will be awarded reasonable attorneys' fees at all trial and appellate levels, expenses and costs. Any suit, action or proceeding with respect to this Agreement shall be ... | Label: Enforcements |
3400eb55-622c-4291-99bb-04e6ca559fe0 | Clause:
THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH OF THEM, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY... | Label: Waiver Of Jury Trials |
12afb1b4-cd46-4fd1-b156-3c494c535821 | Clause:
It is the intent of the parties to this Agreement, and the Company has determined, that during the Consulting Period, the Service Provider shall be an independent contractor and not an employee of the Company, and nothing in this Agreement shall be construed to create an employment relationship between the Serv... | Label: Indemnifications |
08c206bb-7154-4b34-b66d-ab19c81c838c | Clause:
Upon termination of the Participant’s service with the Company and its Affiliates, the RSUs then held by the Participant, other than any Vested Units, shall terminate immediately; provided , that if the Participant’s service to the Company and its Affiliates is terminated at any time prior to December 31 st of ... | Label: Terminations |
08c520bc-44c0-4710-829d-ac26f363cebc | Clause:
Grantor agrees to pay before delinquency all taxes and special assessments of any kind that have been or may be levied or assessed against the Property, this instrument, the Note or the Indebtedness, or upon the interest of Trustee or Beneficiary in the Property, this instrument, the Note or the Indebtedness, a... | Label: Taxes |
411aed87-b052-4399-ad2e-8138027669d2 | Clause:
The Borrowers and their Subsidiaries are the record and beneficial owners of the issued and outstanding Capital Stock of the Persons described in and in the manner set forth on Schedules 8.16(a) and (b) , free and clear of all Liens, other than Permitted Liens. All shares of such Capital Stock have been validly... | Label: Capitalization |
03631b10-bd50-42f7-a80a-c3b8705df727 | Clause:
The provisions of this Agreement shall terminate and be of no further force and effect upon the earlier of (a) the four (4) year anniversary following the Closing and (b) the date when all Registrable Securities have been sold or are available to be sold under Rule 144 promulgated under the Securities Act witho... | Label: Terminations |
37888f37-ff5b-4b8a-8d55-cb760247fa36 | Clause:
The employment of Executive hereunder shall be for a period commencing on July 14, 2016 (the " Commencement Date ") and shall continue until July 14, 2021, or such earlier date upon which the employment of Executive shall terminate in accordance with the terms hereof (the " Term of Employment "). The date on w... | Label: Terms |
d6db2cee-85a8-4caf-9a68-e527bf330065 | Clause:
This Agreement shall terminate and, except as set forth in the next sentence, be of no further force or effect upon the earlier to occur of (i) the date on which the parties hereto mutually agree that this Agreement shall be terminated, and (ii) the date on which none of the Restricted Parties own any Company C... | Label: Terminations |
44f57939-8772-4a99-8bd3-646ab1123b2c | Clause:
No modification or amendment of this Agreement shall be effective unless in writing and duly executed by all the parties hereto, except that the Company may unilaterally amend this Agreement to the extent necessary to avoid any adverse tax or accounting consequences.
Task: Classify this clause into ONE of thes... | Label: Modifications |
a32523e1-7020-4f3c-a175-91fdd41645d3 | Clause:
From time to time, and without any further consideration, the parties hereto agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance... | Label: Further Assurances |
b8d97639-c11f-448c-9311-0e58bb6d0db1 | Clause:
By execution below, each Originator expressly acknowledges and agrees that all of the Buyer’s rights, title, and interests in, to, and under this Agreement (but not its obligations), shall be assigned by the Buyer to the Administrative Agent (for the benefit of the Lenders) pursuant to the Receivables Financing... | Label: Agreements |
5b04f627-6dfc-4ad9-8fb3-c508e5051976 | Clause:
Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipi... | Label: Notices |
d920b5ef-0cf4-4bed-9c38-b8f868aca50a | Clause:
The provisions of this Security Agreement are independent of and separable from each other. If any provision hereof shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof, but this Security Agreemen... | Label: Severability |
50a86be8-1bcf-45ed-95dc-a482b04a75a8 | Clause:
Borrower and its successors and assigns hereby fully, finally, and forever releases and discharges Lender and its successors, assigns, directors, officers, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits of whatever k... | Label: Releases |
d8ffa9d0-1d34-40ce-8f81-ee732ee2e662 | Clause:
This Agreement shall be deemed to be a Transaction Document for all purposes of the Base Indenture and the other Transaction Documents. This Agreement, together with the Base Indenture, the Series 2016-1 Supplement, the documents delivered pursuant to Article VII and the other Transaction Documents, including t... | Label: Entire Agreements |
559f6bbb-96a7-4b62-bc75-03cc75075230 | Clause:
This Amendment shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction. This Amendment may be e... | Label: Miscellaneous |
74d7e70a-a0a2-48ca-bc82-ae290168bbe8 | Clause:
This MSA may be executed in duplicate counterparts of like tenor, each of which shall be deemed an original but both of which taken together will constitute one and the same instrument. Counterpart signatures of this MSA that are manually signed and delivered by facsimile transmission; by a uniquely, marked com... | Label: Counterparts |
3f8f9b70-e582-4c15-8531-452e3b0e164a | Clause:
PepsiCo agrees to pay Senomyx research funding associated with the Interim Extension Period in the amount of One Million and One Hundred Thousand United States Dollars ($1,100,000). Upon execution of this Letter Agreement, Senomyx shall send PepsiCo an invoice for such amount and PepsiCo shall remit payment wit... | Label: Payments |
c48d1765-0453-4fb9-8b16-c1fbaf9299f0 | Clause:
Supplier shall maintain all records relating to its obligations hereunder as required by current Good Manufacturing Practices (“ cGMPs ”) and current Good Laboratory Practices (“ cGLPs ”), as applicable, and Applicable Law for such time periods referenced thereby. Supplier shall make such records available to P... | Label: Records |
51881f54-c79a-41ef-8bc0-b730f06acebf | Clause:
The Employer shall employ the Executive, and the Executive shall serve the Employer, as Chief Executive Officer of the Company and the Bank upon the terms and conditions set forth herein. The Executive shall have such authority and responsibilities consistent with her positions as are set forth in the Company’s... | Label: Employment |
d015c5f8-0894-4bd6-91f1-75cec0ee5498 | Clause:
The closing of the purchase and sale of the Debenture shall take place at the offices of the Company 12555 Orange Drive, Suite 216, Davie, Florida 33330, upon confirmation that the conditions to closing specified herein have been satisfied or duly waived by the Investor or the Company, as applicable or at such ... | Label: Closings |
cf9b86f1-fb07-4ac1-b12c-8900602c0b6f | Clause:
The Subscriber understands that the Company will rely on the acknowledgments, representations and covenants of the Subscriber contained in this Agreement in determining whether a sale of the Shares to the Subscriber is in compliance with applicable securities laws and in the best interest of the Company. All o... | Label: Warranties |
fd82e0ba-350d-4f49-afbf-637ccaf571a8 | Clause:
Each party hereto shall, reasonably promptly following execution of this Agreement , (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates ; and (ii) use commercially reasonable efforts to obtain, or cause to be obtained, all consents... | Label: Consents |
8a0f1668-2c06-49f3-a38a-c2f67a9fd00f | Clause:
Except for the Stock Purchase Agreement, this Agreement constitutes the entire agreement, and supersedes all prior agreements, understandings representations and warranties, both written and oral, between the Parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types ... | Label: Entire Agreements |
f97aa9ae-8dc2-45b5-86c2-ea0cf692521a | Clause:
Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him/her in performing services hereunder during the Period of Employment, in accordance with the policies and procedures then in effect and established by the Company.
Task: Classify this clause into ON... | Label: Expenses |
e171cedd-4df7-4556-bf13-da73f41c0ca3 | Clause:
Any written notice that may be required to be provided pursuant to the terms of the Plan or any Award Agreement shall be provided (i) to the Participant at the Participant's home mailing address last known by the Company or (ii) to the Company Vice President, General Counsel and Secretary at 100 Manhattanville ... | Label: Notices |
e158445e-02c9-4778-8024-1d6482f18921 | Clause:
The authorized capital stock of Ominto consists of (i) 200,000,000 shares of common stock, of which 13,935,315 shares are validly issued and outstanding, and (ii) 25,000,000 shares of preferred stock, of which 185,000 shares are validly issued and outstanding. All of such issued and outstanding shares were vali... | Label: Capitalization |
d9f1f02a-0685-4947-a279-888c4650e6d0 | Clause:
The parties have attempted to create an Agreement that is lawful and enforceable in all respects. In the event that any provision of this Agreement is found or deemed to be illegal or otherwise invalid and unenforceable, whether in whole or in part, such invalidity shall not affect the enforceability of the rem... | Label: Severability |
f770bb20-f470-44a4-874c-58e2e0b68b76 | Clause:
(a) Each Group Member has good and marketable fee simple title to all owned real property and valid leasehold interests in all leased real property, and owns all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements deliv... | Label: Titles |
fa1bd020-390d-4f50-a974-d1d4aea4176e | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which it is or will be a party, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene (A) any of its Governing Documents, (B) any applicable material Requirement of Law or (C) any material pr... | Label: Authorizations |
3bef8675-26c3-42a6-b600-4f923e779d3f | Clause:
During the Employment Term, the Company shall pay Executive in substantially equal monthly or more frequent installments, an annual salary of Two Hundred Seventy Five Thousand Dollars ($275,000.00) (“ Base Salary ”), payable in accordance with the normal payroll practices and schedule of the Company. Executive... | Label: Base Salary |
37980c80-2d27-473c-baf4-35a151232bf9 | Clause:
This Agreement is binding upon and will inure to the benefit of the Parties and their respective successors and, subject to Section 12.14 , assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Binding Effects |
a40c7f95-a119-427a-9f8a-23f1247b2bd5 | Clause:
Outside Directors will be eligible to be granted all types of Awards under this Plan, including discretionary Awards not covered under this Section 12.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: General |
bce83e58-6996-4abb-9c80-51a05d21bf18 | Clause:
The Company may terminate your employment: (a) for Cause (as defined in Exhibit A), (b) upon your Disability (as defined in Exhibit A), or (c) for any reason or no reason, in all cases, upon reasonable notice to you. Your employment with the Company will terminate upon your death.
Task: Classify this clause in... | Label: Terminations |
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