id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
4b43d1ba-36a8-40a5-8e30-61a4be4ccf62 | Clause:
Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by the undersigned, the undersigned does not thereby, or in any manner, waive any rights granted to it under applicable securities laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: No Waivers |
c65b61c7-c4bf-4193-a83b-baf210d77b0f | Clause:
This Agreement may be signed in any number of counterparts, including by facsimile copies or by electronic scan copies delivered by email, each of which will be deemed an original, with the same effect as if the signatures were upon the same instrument.
Task: Classify this clause into ONE of these types (exact... | Label: Counterparts |
905c8723-d95a-490b-ada9-c0672c2735d4 | Clause:
This Agreement, the Credit Agreement and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter cont... | Label: Entire Agreements |
538fde4f-b63f-4b39-b010-74b69e5318b0 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.
Task... | Label: Governing Laws |
ed37137e-6a8f-4b7b-a4a5-fd9c3b41d300 | Clause:
(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Margin (or, in the case of any Swingline Loan, such other rate as agreed between the applicable Borrower and the Swingline Lender).
Task: Classify this clause into ONE ... | Label: Interests |
16c8daf3-1738-43e0-ac55-efda3a0e6659 | Clause:
Borrower shall pay all costs including, without limitation, reasonable attorneys' fees, incurred by Note Holders and Secured Parties in protecting, enforcing or releasing any of their rights hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Costs |
752389fc-1918-443e-aa10-3d7055cdc305 | Clause:
The Offered Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the Memorandum. The Common Stock issua... | Label: Authorizations |
0ccaf201-c9b1-4e53-abd4-4cb52dde0a43 | Clause:
Subject to and assuming satisfaction of the requirements set forth in Section 3.5 , neither the execution of this Agreement or the other Transaction Documents, nor the performance by Seller of Seller’s obligations under any Transaction Document will (a) violate or conflict with any Legal Requirement applicabl... | Label: No Conflicts |
b7807771-b169-4671-b506-6d8203367c11 | Clause:
The Participant shall make appropriate arrangements with the Company for satisfaction of any federal, state or local income tax withholding requirements, Social Security and other employee tax or other requirements applicable to the granting, crediting, vesting or payment of benefits under the Plan. There shall... | Label: Withholdings |
89ce8960-d72d-4f32-ac61-10ea4ff5d12d | Clause:
The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreements, as applicable, as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary organizational action on its part. Th... | Label: Enforceability |
1134289c-d325-4cd8-adff-4d203ba851ea | Clause:
The person executing this Facilities Lease on behalf of Lessee personally warrants and represents unto Lessor that (a) (if applicable) Lessee is a duly organized and existing legal entity, in good standing in the State of Texas (b) Lessee has full right and authority to execute, deliver and perform this Facilit... | Label: Authority |
e6648d61-53e4-4fa9-a54f-4410fa2b1844 | Clause:
Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currentl... | Label: Erisa |
eb109030-1f82-4d13-b9cd-d7b53e7ee3f2 | Clause:
This Agreement shall be construed in accordance with and governed for all purposes by the laws and public policy of Tennessee, without regard to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Governing Laws |
897e0648-4716-42b1-8e40-7a58dcd98fc2 | Clause:
Immediately after the consummation of the transactions to occur on the Restatement Date and immediately following the making of each Loan and after giving effect to the application of the proceeds thereof, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.
Task: Classify this clause into ... | Label: Solvency |
97600693-8b32-4ebb-9eaa-be7da73b6a9d | Clause:
This Assignment and all transactions hereunder shall be governed by the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Aut... | Label: Governing Laws |
c218a03c-731c-4f76-b1e2-46977e5bd0d0 | Clause:
The Borrower agrees to pay or reimburse JPMorgan Chase Bank, N.A., in its capacities as Administrative Agent and as Arranger, for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the re... | Label: Expenses |
434c7fca-c266-4148-b803-2e4b1f652d25 | Clause:
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or fax, if sent to Rodman, at the address set forth on the first page hereof, e-mail: notices@rodm.com, Attention: Head of Investment Banking, and if sent to the Company, to the address set forth on the first ... | Label: Notices |
b71edd72-237e-4b0d-886e-44ed6df7b605 | Clause:
The Borrower shall (and shall cause each Borrower Party to) not enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate unless such transaction is (a) (i) otherwise permit... | Label: Transactions With Affiliates |
9572fae6-3650-4a27-b697-2f8cd9620cb9 | Clause:
This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. It is understood and agreed tha... | Label: Counterparts |
59675ab6-010a-406e-8873-0687178bd154 | Clause:
The Servicer will maintain, implement and keep (i) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts if originals are destroyed), (ii) adequate facilities, personnel and equipment and (iii) all documents, books, records, computer ... | Label: Records |
6a81a5ca-415b-4d0d-9311-1a34b3a9c188 | Clause:
The validity of this Agreement shall be governed by and be construed and enforced in accordance with the laws of the State of Georgia.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Governing Laws |
9d658006-7ad1-4584-8669-7d1f6e58219b | Clause:
This Agreement may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document forma... | Label: Counterparts |
4346b1e5-6a63-48a5-92a1-c1fdd3b4ed3b | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission, e-mail in Adobe “.pdf” format, or other electronic m... | Label: Counterparts |
9511a08c-6622-4bed-b97e-1f21ece0ed36 | Clause:
Whenever any notice or other communication (a “Delivery”) is required to be given or delivered under the terms of this Pledge Agreement, it shall be in writing and delivered by hand delivery or Federal Express or registered or certified United States mail, postage prepaid and return receipt requested, and will ... | Label: Notices |
2dc197a4-e7d6-42ed-88aa-c74563b7caf3 | Clause:
There is no outstanding order, judgment, injunction, award or decree of any court, governmental or regulatory body or arbitration tribunal against or involving IDGS. There is no action, suit or proceeding pending or threatened, or any investigation or proceeding, at law or in equity, before any arbitrator, cour... | Label: Litigations |
596685dc-a3e6-440e-b238-bf34acc2118f | Clause:
Such Purchaser understands that the Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of United States federal and state securities laws and the Company is relying in part upon the truth and accuracy of the representations, warranties, agreements, ... | Label: General |
fab64f10-3846-4665-9d45-5c4d5fc5eb88 | Clause:
This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment may be executed by facsimile or electronically transmitted signatures and such signatures shall be deemed to bind each... | Label: Counterparts |
222f1a14-ab4b-4899-a3e7-c56d4e923503 | Clause:
All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Parties hereto, but neither this Agreement nor any of the rights, interests or obligations hereunder of any Party hereto shall be assig... | Label: Assignments |
97182f53-7183-4447-aead-31dae56c43b9 | Clause:
No party may assign this Agreement without the prior written consent of the other parties, except as otherwise provided herein. Any purported assignment in violation of this Section 14 shall be void.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Assignments |
4c229f63-97e7-420c-b0c4-dd725af5ef85 | Clause:
Such Lessor is duly organized, validly existing and in good standing under the laws of the State of its incorporation, formation or organization and is in good standing and is authorized to transact business in each state in which it conducts business. Such Lessor has all requisite corporate, partnership or oth... | Label: Authority |
347c5df9-557c-46a7-8edb-ba8b51e10d15 | Clause:
EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A 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, RE... | Label: Waiver Of Jury Trials |
f2a55c84-104a-411b-a91a-35fd2e3fea94 | Clause:
All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either of the parties to one another. Notices shall be effective upon receipt.
Task: Classify t... | Label: Notices |
4a8fecbb-28b9-4323-a57e-cfebea01986c | Clause:
In the event the balance in the Pledged Account exceeds the Deposit amount, at Company’s request, the Bank shall promptly release such excess amounts to the Company; provided, however, that Company shall be required to continue to comply with Section 13(e). Upon irrevocable payment in full of all obligations o... | Label: Releases |
2236c930-2205-4725-9e03-55bd751e2ff1 | Clause:
Section 3.5 of the Lease is hereby deleted. Landlord hereby grants the Original Tenant a one-time option to terminate and cancel the Lease (the “ Termination Option ”) as to not more than one (1) full floor of the 2-4-7 Floor Premises as it is then constituted, effective as of the last day of the 60 th full c... | Label: General |
f885fc0d-e2c4-4116-8bca-77eae797d10a | Clause:
As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive a Base Salary of $600,000 per year (pro-rated for any partial periods based on the actual number of days in the applicable period), payable in accordance with the normal payroll practices of Company, less... | Label: Base Salary |
ee915658-2885-4a29-9ae6-79b977349a88 | Clause:
The right of Employee to receive or to retain Severance Benefits shall be in consideration for, and subject to, (1) execution of and delivery to the Company of a release of claims substantially in the form attached as Exhibit C to this Agreement, amended as necessary to comply with applicable law (the “ Release... | Label: Releases |
b5b81f16-546c-4210-a8f5-50949b0b4106 | Clause:
The fact that any term or provision of this Second Amendment is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such o... | Label: Severability |
b5085c6f-7455-48e3-83ed-bd3693883781 | Clause:
RemSleep Holdings is duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority and all government licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and carry on its bus... | Label: Organizations |
2e89c96d-64ed-45f5-acd3-efdf81aa2c58 | Clause:
Except as otherwise provided in this Section 3, one hundred percent (100%) shall vest on ____________; provided that the Participant is a member of the Board of Directors of the Company on such vesting date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: General |
f4887c60-de15-4543-bde0-d685a50b61ab | Clause:
This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument and shall be enforceable upon the execution of one or more counterparts hereof by each of the parties ... | Label: Counterparts |
4b37d927-2db6-4568-84fe-d6eff5a4bed4 | Clause:
All computations of interest for (i) Base Rate Loans based on the Prime Lending Rate and (ii) Eurocurrency Rate Loans denominated in Pounds Sterling shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on... | Label: Fees |
33368221-8412-4bb7-8b64-1aabfc346bd5 | Clause:
At Closing, Seller agrees to convey to Buyer fee simple marketable title to the Property by covenant deed, free and clear of all liens, defects of title, conditions, easements, assessments, restrictions, and encumbrances except for Permitted Exceptions (as hereinafter defined).
Task: Classify this clause into ... | Label: Titles |
e11201a2-a814-494b-81fc-0d0a87591095 | Clause:
The Company and each of its Subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of proper... | Label: Organizations |
ec1a930e-48af-4ab5-b786-68e3a905b0df | Clause:
Section headings in this Consent are included herein for convenience of reference only and shall not constitute a part of this Consent for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Headings |
d1ddb8e2-bcae-4762-ab90-276432634401 | Clause:
This Award Agreement may only be amended by a writing signed by each of the parties hereto.
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: Amendments |
1540c4bc-5751-4a27-8ec8-d80a2a7bb1fa | Clause:
All representations and warranties made by the Sellers or the Buyer in this Agreement, including without limitation all representations and warranties made in any Exhibit or Schedule hereto or certificate delivered hereunder, shall survive the Closing until two (2) years from the Closing Date (the “Survival Dat... | Label: Warranties |
83ed52c5-aafb-44aa-bc5e-ff05fbb4bdbd | Clause:
Unless otherwise indicated, capitalized terms used and not otherwise herein defined shall have the respective meanings ascribed thereto in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Defined Terms |
3b77606c-0c16-4ed0-a080-8efcc178f70d | Clause:
The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have delivered t... | Label: Warranties |
2fe04a63-4314-4b7a-a860-ca79bf10ca17 | Clause:
(a) Prior to the Closing, Acquiror will, and will cause its Representatives to, treat all nonpublic information obtained in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby as confidential in accordance with the terms of the Confidentiality Agreement.... | Label: Confidentiality |
5b0153d7-9737-4750-b4f5-0aa7ca89d73a | Clause:
(a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “ Benefitted Lender ”) shall receive any payment of all or part of the Obligations owing to it (other than in conn... | Label: Adjustments |
c357e2af-27a0-437b-8bc2-9337eb52f4be | Clause:
The term of the Company commenced on December 16, 2009, by filing the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall continue in existence perpetually until termination or dissolution in accordance with the provisions of Article X .
Task: Classify this cla... | Label: Terms |
956af39e-11f9-4c19-9c2e-23d405c66fe0 | Clause:
Each Credit Party, Administrative Agent, Administrative Agent on behalf of Lender Parties and Secured Swap Counterparty covenants that, as long as this Agreement remains in effect, it will execute and deliver any and all other documents or instruments reasonably requested by the other to give effect to the term... | Label: Further Assurances |
f66470e7-d322-455b-ac6b-46edddb557f0 | Clause:
TUAA shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Agreements |
0606e544-0742-4686-b197-a9c704bf74c9 | Clause:
All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by the Seller directly with the Buyer without the intervention of any other person on behalf of the Seller in such manner as to give rise to any valid claim by any other person against the Seller or the Bu... | Label: Brokers |
0f0fddf7-1dd4-44ad-8ecb-b8259b7802c4 | Clause:
This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, ... | Label: Counterparts |
503e0f27-41e2-4533-89f8-a617e92f5824 | Clause:
(a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse deter... | Label: Litigations |
f2c33296-7488-4d77-9434-0ef81337625a | Clause:
From time to time after the execution hereof, the Members agree to execute and deliver said instruments, including amendments to this Agreement, and take such other action as may be necessary to more clearly set forth the agreements of the Members with respect to the subject matter hereof. If an election is mad... | Label: Further Assurances |
12217e6f-99aa-4168-bdaf-0862d63de0ec | Clause:
The Plan and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly o... | Label: Entire Agreements |
eb4c19a6-fed2-43bb-bc40-b970f5af9398 | Clause:
The Borrower agrees (i) to pay all reasonable and documented fees and expenses of counsel to the Administrative Agent, and (ii) to reimburse the Administrative Agent for all reasonable and documented out-of-pocket expenses, in each case, in connection with the preparation, negotiation, execution and delivery of... | Label: Expenses |
e32d6039-1338-4809-b354-f877f9bcb2f4 | Clause:
To the fullest extent permitted by law, CORE shall, at its sole respective cost and expense, defend, protect, indemnify, and hold harmless JEX, its partners and its and their respective officers, attorneys, agents, employees, successors, and assigns (collectively, “JEX Indemnitees”) from and against any and all... | Label: Indemnifications |
06780c35-bb87-4ccf-96fb-4a22dfd0c388 | Clause:
If an Account of any Borrower includes a charge for any Taxes, Agent is authorized, in its discretion if such Borrower has not paid such Taxes when due and an Event of Default or a Cash Dominion Event has occurred and is continuing, to pay the amount thereof to the proper taxing authority for the account of suc... | Label: Taxes |
966de9c1-1407-4498-9406-24be8576de9c | Clause:
This Agreement constitutes all of the understandings and agreements between the Parties of every kind and description whatsoever with respect to the Services and supersedes all prior understandings, agreements, commitments, representations and warranties, whether oral or written, of every kind and description w... | Label: Entire Agreements |
edfafe6e-cba5-48db-b1d5-c8c744389e30 | Clause:
Any term or provision of this Agreement that is held by a court of competent jurisdiction or other Governmental Entity to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity... | Label: Severability |
fbade367-15f3-4311-8a03-dbdb516ebfd9 | Clause:
Under the terms and subject to the conditions set forth in the Agreement, the Company hereby sells, transfers, conveys, assigns and delivers to KaloBios all of the Company’s right, title and interest in and to all of the Acquired Assets, free and clear of all Encumbrances. For the avoidance of doubt, the Compa... | Label: Sales |
69a55824-b853-409f-8447-083310000635 | Clause:
The state and federal courts located in New York, New York shall have exclusive jurisdiction to resolve any suit, action, proceeding or judgment relating to or arising out of this Agreement or any Dispute hereunder, and each Party hereby irrevocably submits to, and agrees not to object to, the jurisdiction of s... | Label: Litigations |
dfd9c510-7900-4ffb-ae30-f0a039707c13 | Clause:
The Committee shall have the power and authority to grant Awards to Participants pursuant to the terms of the Plan, and, in its discretion, to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; to interpret the terms and p... | Label: Duties |
b503f735-b041-42e5-8663-b3d2cc5f5de8 | Clause:
TO THE EXTENT ALLOWED BY APPLICABLE LAW, GUARANTOR AND THE BANK, BY ITS ACCEPTANCE OF THIS GUARANTY, EACH WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON OR ARISING OUT OF THIS GUARANTY. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY ... | Label: Waiver Of Jury Trials |
9ad3b253-a4c7-415d-bdfd-e83e8f54cc5f | Clause:
Consultant represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be ... | Label: Warranties |
5f2e0ed2-0668-4c75-b884-6f1603a1a787 | Clause:
The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
Task: Classify this clause into ONE of these types (exac... | Label: Headings |
ed1dad04-0dc1-4dfa-8caa-b24845772389 | Clause:
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, EACH LOAN PARTY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, HEREBY WAIVES, RELEASES, ACQUITS, AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH LENDER, THEIR RE... | Label: Releases |
dfe08902-c083-4eb7-9a52-cedd6a943984 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the Parties irrevoc... | Label: Governing Laws |
0ef794cf-86a2-4bc0-9b47-74de7ff5c6d7 | Clause:
UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.
Task: Classify this clause into ONE of these typ... | Label: Governing Laws |
9a31e36b-b304-4374-b456-729b0512a2b7 | Clause:
Employee agrees that upon Employee’s breach of any provision of this Agreement and the Company’s delivery of written notice of such breach to Employee, the Company may cease making the payments described in this Paragraph 3 and seek all other damages and remedies available to the Company, including but not limi... | Label: Benefits |
7f09b072-94c8-4744-8327-a4fbbc159976 | Clause:
Whole Hemp agrees to accurately record all sales in accordance with generally accepted accounting practices, and to maintain sufficient original records which accurately summarize all transactions relating to the Gross Sales (including the sales of subsidiaries, other affiliates and joint venture partners). Ori... | Label: Records |
8a371dea-b39a-413f-a0e3-e03c44486d94 | Clause:
(a) The Subsidiaries listed on Schedule 4.14 constitute all the Subsidiaries of the Borrower as of the Effective Date. Schedule 4.14 sets forth as of the Effective Date the name and jurisdiction of incorporation of each Subsidiary and, as to each Subsidiary, the percentage of each class of Capital Stock owned b... | Label: Subsidiaries |
237cafb5-ba79-47bc-8e8f-29186810afc8 | Clause:
You agree to keep strictly confidential the terms of this Agreement, except that you may disclose the terms of this Agreement to your immediate family, state and federal tax authorities, your attorneys, tax preparers, accountants or other professional advisers, as required by a court order, and to the extent ne... | Label: Confidentiality |
71e6090e-749e-4ed4-8521-c850fd704c9d | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado excluding that body of law pertaining to conflicts of laws. Each of the parties (a) irrevocably submits itself to the personal jurisdiction of each state or federal court sitting in the State of Colorado, as ... | Label: Governing Laws |
bbc48a20-1596-41ca-aa86-b92a948c04a1 | Clause:
The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed, delivered and performed by Parent and the Sellers and the consummation of the transactions contemplated hereby and thereby are within the organizational powers of Parent and the Sellers and have been duly auth... | Label: Authority |
7a5675d3-06f3-4d4f-9d63-8b757987d5f1 | Clause:
Guarantor represents and warrants to Administrative Agent that all of the representations and warranties relating to Guarantor contained in the Credit Agreement are true and correct as of the date made.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Representations |
3721f0ab-93fc-41f4-9ec9-b7321739b971 | Clause:
All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Body (if any) required for the due execution, delivery and performance by Seller of this Agreement have been obtained.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Consents |
cd8fa495-614f-4ada-ac91-ffc5a13b5736 | Clause:
The Borrower will, and will cause each of its Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and intellectual pro... | Label: Existence |
11fd48a4-2633-4797-b458-23386ea0c5d1 | Clause:
The Credit Parties do not own any stock, partnership interests, limited liability company interests or other equity securities or Subsidiaries except for Permitted Investments.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Subsidiaries |
ea0ffdce-48ab-4bf1-8c41-927cacb25ff5 | Clause:
None of (a) the offering, issuance and sale by the Partnership of the Securities and the application of the proceeds therefrom, (b) the execution, delivery and performance of the Transaction Documents, or (c) the consummation of the transactions contemplated thereby (i) constitutes or will constitute a violatio... | Label: No Conflicts |
a59775b3-1858-4a92-8df6-98e688c6f9b0 | Clause:
All capitalized terms not defined herein shall have the meanings given to such terms 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, Authori... | Label: Definitions |
3409480b-57d0-4425-8537-bbb6ae541641 | Clause:
This Agreement may not be modified except by the written agreement of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Sa... | Label: Modifications |
96d9f06a-8c68-4acc-bbb1-d2593fbb7a9c | Clause:
This Lease may be executed in multiple originals and when executed, all such counterparts shall constitute one document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Counterparts |
bfcfd5d6-ec61-4aa7-92a5-1a1b6c9d44bd | Clause:
This Voting Agreement, and all claims or causes of action (whether at Law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Voting Agreement, or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of the Stat... | Label: Governing Laws |
737071b1-bb73-4997-b912-860eb296e579 | Clause:
The cash compensation and restricted equity awards described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each Eligible Director. The number of shares delivered under this Policy shall reduce the aggregate number of shares available for issua... | Label: General |
206fbdc4-f0de-482f-88d3-00c47459f3f3 | Clause:
Owner hereby absolutely and unconditionally transfers, sets over and assigns to MetLife all of Owner’s rights, title, interests and benefits in and to the Management Agreement. This is an absolute assignment, not an assignment for security only; provided, however, until the occurrence of an Event of Default (as... | Label: Assignments |
9705544f-8647-4f07-82e1-b2c0bbafdc96 | Clause:
The Parties agree that the income related to the Interests for the period up to and including the Closing Date will be reflected on the federal income Tax Return of Seller and that Seller shall bear the liability for any Taxes associated with such income. The Parties further agree that the income related to th... | Label: Taxes |
25ee2cfb-0725-47f0-b761-2f0cc0ae2d9e | Clause:
The execution and delivery of this Agreement, the performance of its obligations under this Agreement, and the consummation of the transactions contemplated by this Agreement, in each case by the Seller, do not and will not conflict with, contravene or result in a violation or breach of or default under (with o... | Label: No Conflicts |
f9f1e322-5393-43b0-8274-d7f9299facb3 | Clause:
This Note shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the laws and decisions of the State of Hawaii.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Applicable Laws |
02787777-e053-4ce5-a910-701e76de7e19 | Clause:
The Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the MSU Award, its grant or vesting or any payment or transfer with respect to the MSU Award, to include withholding of... | Label: Withholdings |
39b6c195-67a1-4ced-a4a2-933f1a54a5f7 | Clause:
Except as listed on Schedule 3.07 , there is no Action pending, or, to the knowledge of the Company, threatened, against the Company, or to the knowledge of the Company is there any basis for any such Action. There is no outstanding Governmental Order against the Company. Schedule 3.07 lists all Actions that th... | Label: Litigations |
0f23ff6e-e7dc-4eff-a1a6-3521b868572a | Clause:
The proceeds of the Loans made on the Effective Date will be used solely for the payment of fees and expenses payable in connection with the Transactions and other general corporate purposes of Murphy USA, the Company and the other Restricted Subsidiaries.
Task: Classify this clause into ONE of these types (ex... | Label: Use Of Proceeds |
9926c277-2f2f-45b5-af6d-8ca46ec1c7f0 | Clause:
Both before and after giving effect to any Borrowing or issuance, amendment, renewal or extension of any Letter of Credit, the following statements shall be true and correct: (1) the representations and warranties set forth in Article III shall be true and correct with the same effect as if then made (unless st... | Label: No Defaults |
421a75ca-1e95-4018-aaad-08c064725079 | Clause:
This Agreement is effective as of the Commencement Date and terminates on the fifth anniversary of the Commencement Date (the “ Term ”); provided that, (i) beginning on the fifth anniversary of the Commencement Date and each anniversary thereafter (each, an “ Anniversary Date ”) the Term shall be extended by 12... | Label: Terms |
8fbe626c-6c13-4497-ba87-8cc27b2dbfb7 | Clause:
All the accounts, books, registers, ledgers, Board minutes and financial and other material records of whatsoever kind of each of DEAC and any Subsidiary of DEAC have been fully, properly and accurately kept and completed; there are no material inaccuracies or discrepancies of any kind contained or reflected th... | Label: Books |
7c56a102-7b53-4d16-af22-14659a3ae913 | Clause:
During the term of Executive’s employment, and thereafter, Executive shall not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, regarding the Corporation, its Subsidiaries, or its or their officers, directors, employees, stockholders, representatives or agents. The... | Label: Non-Disparagement |
4293aa53-41f4-4c05-895c-74ff7e69faba | Clause:
The Company may terminate this Agreement without cause at any time upon thirty (30) days written notice to the Employee. The Employee may terminate this Agreement without cause at any time upon thirty (30) days’ written notice to the Company. If requested by the Company, the Employee shall continue to perform h... | Label: Terminations |
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