id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
d4ed37bb-713f-4e0a-9d76-3dee9f80a447 | Clause:
If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenfor... | Label: Severability |
b3ffc3b6-5361-454b-a0d7-156b429d7f2f | Clause:
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “included”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.
T... | Label: Interpretations |
4fd33272-49be-4f30-9a83-276b04b9e9c2 | Clause:
To the knowledge of each Credit Party, such Credit Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by such Credit Party does not infringe upon the rights of any other Person, except for any such inf... | Label: Intellectual Property |
1eb23908-8abb-4097-b75e-174d65d9d4b4 | Clause:
The Lender shall have the absolute right to sell and/or assign this Note and the security, in whole or in part, and/or to enter into one or more participation agreements concerning this Note and the security. If the Lender gives written notice of any such sale(s), assignment(s) and/or participation(s) to the Bo... | Label: Assignments |
b13d6bc7-6ea4-4e6c-997c-1bc9038ca92a | Clause:
No failure on the part of the Agent to exercise, no course of dealing with respect to, and no delay on the part of the Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy hereunder preclude any o... | Label: No Waivers |
b0e6036f-4ae5-489d-b2e0-2c95c4e2248f | Clause:
Any payments required under this Agreement shall be paid net of (i) taxes withheld or deducted by the Company in accordance with the requirements of law and (ii) deductions for the portion of the cost of certain benefits to be borne by Employee. The Company reserves absolute discretion to determine the manner i... | Label: Taxes |
b2fe80f6-8806-41dd-9dd5-1e19d0dc819c | Clause:
Section headings in this Third Amendment are included herein for convenience of reference only, are not part of this Third Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Third Amendment.
Task: Classify this clause into ONE of these types (exactly on... | Label: Headings |
0d5fd97a-4002-42ac-b652-ff1cf548bfc4 | Clause:
There is no Claim or action or proceeding (before or by any court, tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other Governmental Authority) pending or, to the best knowledge of the Seller, threatened against or affecting the Seller the o... | Label: Litigations |
bf68b601-e926-46ab-8932-dcfafa3f21b2 | Clause:
As CEO, you will report directly to the TSI’s Board of Directors, and will perform the duties and services assigned to you by the Company and traditionally carried out by the Company’s CEO. You shall also serve as an officer of any affiliate of the Company as designated by the Company. You shall devote a majori... | Label: Positions |
ea36ab07-3aa5-45eb-bb9f-9e253f2f1bdf | Clause:
The financial statements included in each SEC Filing comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all materi... | Label: Financial Statements |
a764316d-50b7-4331-9b8b-49119e8eaeeb | Clause:
No failure or delay on the part of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.... | Label: No Waivers |
175ed409-296b-4f81-9b70-2818452697a8 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be considered to be an original, but all of which shall constitute one in the same instrument. As used in this Agreement, the term “this Agreement” shall include all attachments, exhibits, schedules, riders and addenda.
Task: Cl... | Label: Counterparts |
8fbbbccd-a8d7-4dba-a225-a851a687735f | Clause:
The Plan will become effective upon the Effective Date and will terminate automatically upon the completion of all benefits (if any) under the terms of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Terms |
32ae552f-4064-4cdf-88ef-689f6c73db4a | Clause:
The provisions of Section 8 of the Intercreditor Agreement shall apply with like effect to this Joinder 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, Au... | Label: Miscellaneous |
24847ec3-0d5f-43be-88ab-1cb114fa3071 | Clause:
No Loan Party will, directly or indirectly, use the proceeds of the Borrowings or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Sanctioned Person or in any Sancti... | Label: Sanctions |
ff3e0499-55f9-4dd2-a605-bf72888066aa | Clause:
Subject to the terms and conditions of this Agreement, at any time and from time to time after the Closing, at any Party’s request and without further consideration, the other Parties shall execute and deliver to such Party such other instruments of sale, transfer, conveyance, assignment, and confirmation, prov... | Label: Further Assurances |
d58ae61e-a101-4003-8d0e-49c2277cd531 | Clause:
The Lessee agrees that it will comply with any applicable law, ordinance, rule or regulation of any governmental authority with respect to its use of the Project other than such as the Lessee is contesting in good faith and by appropriate proceedings.
Task: Classify this clause into ONE of these types (exactly... | Label: Compliance With Laws |
443da685-84f7-49d3-8051-5eed78bf856e | Clause:
No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on Inc... | Label: Litigations |
43b6cf18-7f37-419d-89c0-54e7a4995025 | Clause:
Subject to the recording of an Assignment by the Agent in the Register pursuant to Section 2.8(b) , (i) the assignee thereunder shall become a party hereto and, subject to the requirements of Section 16.1 and to the extent that rights and obligations under the Loan Documents have been assigned to such assignee ... | Label: Effectiveness |
a8991346-b4b0-4a71-b34d-1ea1f054fad1 | Clause:
The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
... | Label: Expenses |
f2553738-b978-410e-ae3b-2a47768abc45 | Clause:
Except as set forth on Schedule 4.6 attached hereto, the Company shall use the net proceeds from the sale of the Shares hereunder for commercialization activities for working capital purposes and shall not use such proceeds for: (a)) the redemption of any Common Stock or Common Stock Equivalents, or (b) the set... | Label: Use Of Proceeds |
c8ae4a02-63e6-4203-81d3-208d4dd84ec5 | Clause:
The provisions of Section 7, Section 8 and Section 9, and all related enforcement provisions, shall survive any termination of this Agreement and remain applicable according to their terms (whether under Section 6 or as a result of the expiration of the Term). Section 7(f) shall survive a Change of Control reg... | Label: Survival |
489aa063-3810-4067-9918-52d7b6ec454b | Clause:
The principal place of business of the Issuer, and the office where the Issuer maintains all of its records is located at 10600 West Charleston Boulevard, Las Vegas, Nevada 89135.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Records |
860735e5-710f-429e-9ad5-ba9070171afa | Clause:
This Agreement may be executed in several counterparts, each of which executed counterparts, and any photocopies or facsimile copies thereof, shall constitute an original and all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Counterparts |
6729c28d-3a17-41e0-99f4-400ac582c806 | Clause:
(a) Attached hereto as Schedule 7(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth all of each Grantor’s United States Patents and published Patent Applications, including the name of the registered owner, type, registration or application number and re... | Label: Intellectual Property |
5cc5adee-383e-4cb7-849e-a9250d951d6a | Clause:
If any Lender advises Administrative Agent that it is incurring increased costs for making or maintaining LIBOR Rate Loans due to changes in applicable law or regulation or the interpretation thereof as described below, then the Adjusted LIBOR Rate may be automatically adjusted by Administrative Agent on a pros... | Label: Adjustments |
099ddee4-aaca-4c8d-9b34-ade3eeaf0c5c | Clause:
Executive will be entitled to paid vacation of three (3) weeks per year in accordance with the Company’s vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed to by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Vacations |
c30d70a3-d2e5-44bc-b158-ad191d9f64da | Clause:
The Article and Section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Headings |
0603536e-bebf-4b8b-941a-d72bccde8012 | Clause:
(a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumpti... | Label: Terminations |
48443811-4720-4eb6-a822-e997f6e00d92 | Clause:
Wherever used in this Section 11 , the term “TJC” shall refer to TJC and any affiliate, subsidiary, or any successor or assign of TJC. Wherever used in this Section, the phrase “directly or indirectly” includes, but is not limited to, acting, either personally or as principal, owner, shareholder, member, employ... | Label: Definitions |
64289f4b-d3e4-49dc-a986-1624712e5587 | Clause:
In addition to all rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 5.03 hereof), the Company agrees that, in the event any assets of any Grantor (other than the Company) shall be sold pursuant to this Agreement or any other Security Document to satisfy i... | Label: Indemnity |
ae04ed5c-8182-4a55-9e5d-86975cf5c447 | Clause:
This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment in Portable Document For... | Label: Counterparts |
555e4e20-ed14-4169-8248-eaf7f3e949a9 | Clause:
The Executive will continue to serve as the Senior Vice President, Neuroscience of the Company and will have such powers and duties as may from time to time be prescribed by the Company’s President and Chief Executive Officer (the “CEO”) . The Executive shall devote the Executive’s full working time and effor... | Label: Duties |
b03264de-0924-4639-8d97-1be6d3322a0e | Clause:
If any party undertakes litigation against the other party arising out of or in connection with this Lease, Landlord shall be entitled to recover from the other party reasonable attorney fees and court costs incurred.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Costs |
fde99a4c-869c-4da0-bd16-bd2ee5113bd0 | Clause:
This is a Massachusetts contract and shall be construed and governed in all respects by the laws of the Commonwealth of Massachusetts.
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 |
19acf98a-bc78-4598-9388-e59c8643c319 | Clause:
Upon expiration or termination of this Agreement the following provisions shall expressly survive any such expiration or termination: Articles 1, 12, and 13 and Sections 2.6, 3.5, 3.6, 11.1(c), 11.2(b), 11.4(b), 11.5(a) and 11.5(b), 11.8, 11.9, 11.10, and this 11.11 and the following provisions shall expressly ... | Label: Survival |
48ddaf35-a74e-4db6-9d8a-fa95177518bd | Clause:
This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable to any state Law claim, controversy or dispute) that apply to agreements made and performed entirely within the State ... | Label: Governing Laws |
d1aecc68-5150-4ca9-8881-d6bec1a7a593 | Clause:
Upon the death of Executive, the Company shall, within thirty (30) days of receiving notice of such death, pay Executive's estate or its nominee all salary and other compensation hereunder, then due and payable and all accrued vacation pay and bonuses, if any, in each case payable or accrued through the date of... | Label: Death |
1e70d950-f404-44de-900f-a586b3dd8e12 | Clause:
As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statement... | Label: Financial Statements |
b94dc8a5-5603-4da5-943c-1cbeef93271a | Clause:
Except as would not be otherwise expect to result in a Material Adverse Effect, neither Borrower nor any ERISA Affiliate of Borrower (a) has incurred any liability under Title IV of ERISA other than the payment of premiums to the Pension Benefit Guaranty Corporation, none of which are overdue, or (b) failed to ... | Label: Erisa |
0e206752-0a04-401f-bb32-7e3bfd1b9968 | Clause:
This Amendment has been duly executed and delivered by each of the Loan Parties and is the legally valid and binding obligation of each of the Loan Parties enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization o... | Label: Enforceability |
03284bc6-5f68-467a-a88c-e4f61fb2f1c1 | Clause:
Time is of the essence. This Stock Purchase and Sale Agreement constitute the entire agreement and understanding of the parties and cannot be modified except in writing executed by all parties. All the terms, conditions, covenants and representations made herein shall survive the Closing of this transaction.
T... | Label: Entire Agreements |
b5e3b377-a57f-4610-a81d-db47d3a904ab | Clause:
In consideration for Ubiquity providing Client with the Services, Client shall pay to Ubiquity the fees and expenses specified on each applicable SOW (the “ Fees ”). If a change in law or regulation affects the Services or the cost of providing the Services, Ubiquity and Client will negotiate in good faith to m... | Label: Fees |
70ca0cb1-87cd-48c5-ae76-6ef7a511f661 | Clause:
As of the Closing Date, the First Restatement Effective Date and the Restatement Effective Date, the real property (together with any real property acquired by any Credit Party after the Closing Date, collectively, the “ Real Estate ”) listed in Schedule 5.12 constitutes all of the real property owned, leased, ... | Label: Liens |
414f0751-0e71-4cc2-a278-04d598a69925 | Clause:
Each Collateral Agent, on behalf of itself and each First Lien Secured Party under the Credit Agreement, TWC Indenture, the TWCE Indenture, Indenture or Additional First Lien Debt Facility, as applicable, agrees that it will take such further action and shall execute and deliver such additional documents and in... | Label: Further Assurances |
2150e312-25a3-4ff4-a1a7-7d079146fb3f | Clause:
This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein.
Task: Classify this clause into... | Label: Entire Agreements |
7239ccce-c29e-4866-99ad-5f974e09e05e | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Copies of originals, including copies delivered by facsimile, pdf or other electronic means shall have the same... | Label: Counterparts |
69c463c4-0baa-451f-9757-1662349e135c | Clause:
The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, any unpaid Salary earned up to the date of death, reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with... | Label: Death |
38d423dd-93c0-4fd1-a1f5-89855a7e7d79 | Clause:
Each Party shall, at its own expense, procure and maintain during the Term and for a period of five (5) years thereafter, insurance policy/policies, including product liability insurance, adequate to cover its obligations hereunder and which are consistent with normal business practices of prudent companies sim... | Label: Insurances |
c8b97c66-6682-455e-b247-9757d8e19f5c | Clause:
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, default, or misrepresentation in connection with any of the provisions of this Agreement, or if Escrow Holder commences any action with respect to the Escrow, the succes... | Label: Costs |
6398d4c4-b799-44d2-b823-c922b66548c2 | Clause:
If any term of this letter is held to be invalid, void or unenforceable, the remainder of the terms herein will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternative way to achieve the same result.
Task: Classify this clause into ONE ... | Label: Severability |
6c3604ef-7486-47f4-875f-448166aa63b4 | Clause:
Capitalized terms that are used but are not otherwise defined in this Agreement have the meanings assigned to them in the Sale and Servicing Agreement, dated as of January 13, 2016, by and among the Issuer, the Seller, the Servicer and The Bank of New York Mellon, a New York banking corporation, as Trust Collat... | Label: Definitions |
6a0a41f7-2c18-4784-9558-20a6ae9a6d88 | Clause:
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Colorado without regard to its conflicts of laws principles .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Governing Laws |
0c261099-9e60-4c86-9af0-2465c2c2676a | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the... | Label: Assignments |
0a558639-0ed8-4f70-9205-6ed34aa7614c | Clause:
The Borrower shall not, and shall not permit any Subsidiary to, engage at any time in any business or business activity other than the business currently conducted by it on the Closing Date or business activities reasonably related, complementary, similar, ancillary or incidental thereto, synergistic therewith,... | Label: Subsidiaries |
051eee24-2ec6-41fc-a7fb-7e90beeb42d9 | Clause:
The provisions of Article XIV shall survive the Closing.
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 Ef... | Label: Survival |
b8f766d7-f90d-4a4c-9333-2c6b51436923 | Clause:
All payments to be made by a Credit Party shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by a Credit Party hereunder shall be made to the Administrative Agent, for the account of the respective Lenders... | Label: General |
0b069001-cdee-4bc8-a0b4-0776d126cb34 | Clause:
This Agreement, the Note, the Disclosure Schedule, the Exhibits hereto, and the other Transaction Documents constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified or amended in any manner other than by supplemental written agreement executed ... | Label: Entire Agreements |
2432d1ed-949f-4059-b85b-b247d3d9bb62 | Clause:
No Default shall exist or would result from this Amendment on the Second Amendment Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authori... | Label: No Defaults |
ddc59e14-9370-4cb4-b162-618e7cc07ffb | Clause:
This Agreement shall be binding upon, and shall inure solely to the benefit of, each of the parties hereto, and each of their respective heirs, executors, administrators, successors and permitted assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The Investor may... | Label: Assignments |
733e836c-6c74-452f-a3c0-8e7c64e5dee5 | Clause:
None of the execution, delivery or performance of this Agreement by Contributor does or will, with or without the giving of notice, lapse of time or both, violate, conflict with, constitute a default, or require the approval or waiver of or filing with any Person (including without limitation any governmental b... | Label: No Conflicts |
ed25ed0a-d066-4301-8278-fbdaac0e3989 | Clause:
This Agreement shall be binding upon, and inure to the benefit of, the Company, 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. Subject to the terms of the Plan, any benef... | Label: Successors |
1bf1621d-c8eb-4023-b08a-fbd3f7f295be | Clause:
The Partnership and the Participant intend that (i) the Class A Performance LTIP Units be treated as a “profits interest” as defined in IRS Revenue Procedure 93-27, as clarified by Revenue Procedure 2001-43, (ii) the issuance of such Class A Performance LTIP Units not be a taxable event to the Partnership or th... | Label: Taxes |
b36d804c-5a2c-412b-b544-9d02e5d6f3d8 | Clause:
The Borrower, the Agent and each Lender hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any suit, action or proceeding arising out of or relating to this Amendment, the other Loan Documents or the transactions contemplated hereby or thereby.
T... | Label: Waiver Of Jury Trials |
b77e330e-3633-41aa-ad60-605ad7b9b5de | Clause:
This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other S... | Label: Assignments |
a4bd5f87-6f9a-45bd-83c1-34df9b591e47 | Clause:
(a) This Agreement shall continue in effect until December 31, 2016 (the “Initial Termination Date”). If this Agreement is not terminated on the Initial Termination Date, as provided for herein, then, this Agreement shall automatically renew for an additional one-year period and shall continue to renew for addi... | Label: Terms |
b566d91d-656e-43ac-95e9-fa9fc4308dcb | Clause:
Each Party to this Agreement shall bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Costs |
af0d7fd1-202f-41fa-b1c2-65b7d2f9e72d | Clause:
Section headings in this Third Amendment are included herein for convenience of reference only and shall not constitute a part of this Third Amendment for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Headings |
189c47a9-dfc0-49ce-a591-960b8a7023a0 | Clause:
All prior or contemporaneous agreements, contracts, promises, representations, and statements, if any, among the Companies, or their representatives, are merged into this Agreement, and this Agreement shall constitute the entire understanding among the Companies with respect to the subject matter hereof.
Task:... | Label: Integration |
f210a529-e5b2-40e1-bc62-6de906872eb9 | Clause:
Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York, in either case sitting in the Borough of Manhattan, and each party irrevocably su... | Label: Submission To Jurisdiction |
8c32d5c8-18f0-40f1-9fa8-de8ed701a39f | Clause:
This Stock Award may be amended as provided in the Plan.
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 Ef... | Label: Amendments |
88a2ad5c-12bc-4cd6-931a-0347803d4e73 | Clause:
The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares acquired pursuant to exercise of the Stock Option, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.
Task: Classify this... | Label: Fees |
241836fd-a261-45e8-852c-2aaa7f91406d | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE OF DELAWARE. NOTWITHSTANDING THE FOREGOING, EACH OF THE PAR... | Label: Governing Laws |
47c0b9ae-856b-4b29-ab98-98c1a85147d0 | Clause:
If any portion of this APA shall be finally determined by any court or governmental agency of competent jurisdiction to violate Applicable Law or otherwise not to conform to requirements of Applicable Law and, therefore, to be invalid, the Parties will cooperate to remedy or void the invalidity, but in any even... | Label: Severability |
b6b7cafb-97c0-4808-a945-bab359a079ed | Clause:
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other payments or amounts owing by t... | Label: Survival |
ff43ee69-dac0-4f4b-b061-c79b1735a922 | Clause:
Subject to the terms and conditions of this Agreement, the Vendor agrees to sell 100 percent of the Asset for a total consideration of sixty-five million six hundred thousand (65,600,000) shares of Common Stock of Advanced Environmental Petroleum Producers Inc. (AEPP) formerly known as Electric Vehicle Research... | Label: Sales |
345e4551-d952-42f0-bba4-02da63d8468d | Clause:
This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts of such signatures to the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Effective Dates |
f49ed82b-a4a7-4f44-937d-bbed29cc3349 | Clause:
CLIENT acknowledges and agrees that it is solely responsible for monitoring legal developments applicable to the operation of its business and interpreting applicable state and federal laws, determining the requirements for compliance with all applicable state and federal laws, and maintaining an ongoing compli... | Label: Applicable Laws |
edc047dd-db53-4517-80a0-1b027fe7a417 | Clause:
This Agreement shall be binding upon the parties hereto and their successors and permitted assigns. Nothing in this Agreement, express or implied, shall give to any person, other than the parties hereto and their successors hereunder any benefit or any legal or equitable right, remedy or claim under this Agree... | Label: Benefits |
20df9791-967a-4c03-8cdf-8d508f124cc7 | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
fea8a9ec-4d49-451a-8fa6-c4262161ac8d | Clause:
The Borrower is, individually and together with its Subsidiaries, Solvent.
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, Be... | Label: Solvency |
109ab59e-7721-45a1-a852-9f56ba7046ef | Clause:
Each Borrower, each Lender and each Issuing Bank hereby acknowledges and agrees that each Lender, each Issuing Bank and their Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrowers and their Affiliates.
Task: Classify this clause into ONE of the... | Label: Disclosures |
f3a86f18-1770-4ef2-8672-46d1d85dca89 | Clause:
Each Buyer shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of... | Label: Remedies |
c463c99d-66b1-4815-952c-fcf42086da92 | Clause:
It is the intention of the Borrower and Lender that the Lender shall be able to convert (if Lender so elects, in Lender's sole and absolute discretion) the Third Amendment Advisory Fee Shares into shares of Common Stock (the " Series Conversion Shares ") in accordance with the rights and preferences of the Seri... | Label: Adjustments |
28a7202e-9439-4779-a915-3a055b237d83 | Clause:
The ABL Agent represents and warrants to each other Agent that it has the requisite power and authority under the ABL Facility Documents to enter into, execute, deliver and carry out the terms of this Agreement on behalf of itself and the ABL Creditors. The Note Collateral Agent represents and warrants to each... | Label: Representations |
b9ff423a-4cd2-457e-9840-50670d787e8f | Clause:
Except as otherwise disclosed by the Environmental Reports, (a) there are no Hazardous Substances or underground storage tanks in, on, or under any Individual Property, except those that are in compliance with Environmental Laws and with permits issued pursuant thereto (to the extent such permits are required u... | Label: Warranties |
c3fc1662-d635-4344-982c-b50fa479fe4d | Clause:
Executive’s employment shall terminate upon his death and his estate shall be entitled to receive the compensation due to the Executive through the last day of the calendar month in which his death occurred.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Death |
53950c1b-7c24-484f-b961-c195297ae182 | Clause:
The Lenders shall have received (i) the Borrower’s annual report on Form 10-K as of and for the fiscal years ended December 31, 2014 and December 31, 2015, and (ii) the Borrower’s quarterly report on Form 10-Q as of and for the fiscal quarter ended June 30, 2016.
Task: Classify this clause into ONE of these ty... | Label: Financial Statements |
8c8eca0c-cd30-4e7e-baee-874016be46f1 | Clause:
Borrower shall indemnify and hold Administrative Agent and all Lenders harmless from and against any and all suits, actions, claims, proceedings (including third party proceedings), damages, losses, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees at standard hourly rates wit... | Label: Indemnity |
6713bd42-64d3-417b-bb81-f1aa2cb6713d | Clause:
Upon the payment in full of all Secured Obligations, the cancellation or termination of the commitments and any other contingent obligation included in the Secured Obligations, the security interest granted hereby shall terminate hereunder and of record and all rights to the Trademark Collateral shall revert to... | Label: Terminations |
4eb868e7-d3c0-4560-9c48-347ebc79f3e9 | Clause:
The respective agreements, representations, warranties, indemnities and other statements of the Company and/or its officers set forth in or made pursuant to this Agreement will remain in full force and effect and will survive the Exchange. The provisions of Sections 7 and 8 shall survive the termination or can... | Label: Representations |
3d79394a-6acb-429c-a446-55fdde47d07c | Clause:
During the Employment Term, the Company shall pay Executive a base salary (“Base Salary”) at the annual rate of $370,000, payable in regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to such increases in Executive’s Base Salary, if any, as may be determin... | Label: Base Salary |
2485453a-d37c-4f9e-88b6-e206d2309dfd | Clause:
This Agreement, the Credit Agreement, as amended by this Agreement, the Notes, and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.
Task: Classify this claus... | Label: Entire Agreements |
a6f545dc-4a1e-419a-96f4-5df9739a5afe | Clause:
All written information (other than any forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions (the “ Projections ”) and other than information of a general economic or industry specific nature) furnished by or on behalf of Parent Holdings or a... | Label: Disclosures |
c49d5349-62e3-4675-b2df-2c426822ad28 | Clause:
All representations and warranties, covenants and agreements contained in this Agreement, including the agreements contained in Sections 4(f) and 11(d), the indemnity agreements contained in Section 6 and the contribution agreements contained in Section 7, shall remain operative and in full force and effect reg... | Label: Agreements |
bc94c709-6276-41f2-849d-270033d04253 | Clause:
Lessee acknowledges that Manager and Manager’s Affiliates have the right to, and currently do, manage, operate and otherwise provide services to hotel and lodging facilities and enterprises other than the Hotels. Each of Lessee and Manager acknowledges and agrees that any and all income derived from, and expens... | Label: Expenses |
e80b28a8-7125-46f2-958d-22b7c724d7a2 | Clause:
The rules of interpretation set forth in Section 1.1 of the Loan and Security Agreement shall be applicable to this Amendment and are incorporated herein by this reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Interpretations |
617db438-f154-4ec5-ad30-7a42c46a53d9 | Clause:
To the best of the knowledge of the Parent Borrower or any Subsidiary of the Parent Borrower, as applicable, there are no actions, suits or proceedings pending or threatened in writing involving the Parent Borrower or any of its Subsidiaries (including, without limitation, with respect to this Agreement or any ... | Label: Litigations |
5a186b2f-415d-4812-aa99-354c4a253f63 | Clause:
Any Severance subject to Section 409A that is subject to execution of a Release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration pe... | Label: Releases |
825389a2-cb51-4b4a-8a0f-b50dab4d6521 | Clause:
These terms and conditions shall apply with respect to the PSUs with a March 1, 2016 Grant Date granted to the Participant as indicated on the Award Summary.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Terms |
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