id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
ccd793ad-de52-44b5-bf2f-e4ab09282104 | Clause:
This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile or in electronic format ( i.e. , “.pdf”), each of which may be executed by less than all Parties, each of which shall be enforceable against the Parties actually executing such counterparts, and all of whic... | Label: Counterparts |
874182e5-d692-4789-8b3f-8bf74b4b433c | Clause:
The parties hereto shall pay their own costs and expenses related to the transactions contemplated by this Agreement, except that the Company shall pay the reasonable fees and expenses of O’Melveny & Myers LLP, legal counsel to the Purchasers, with respect to the transactions contemplated by this Agreement, not... | Label: Expenses |
cf70785b-f1c8-49d4-951c-e72872b9fe77 | Clause:
Grantor hereby indemnifies and holds Beneficiary (which shall include the directors, officers, partners, employees, representatives and agents of Beneficiary and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with Beneficiary) harmless from all liabi... | Label: Indemnifications |
a33f589e-3a99-46f7-84ce-be31bd072015 | Clause:
Subject to Section 8.1 of the Plan, upon any vesting of the Award, the Corporation shall automatically withhold and reacquire the appropriate number of whole shares of Restricted Stock (or, in the case of vesting of any Additional Shares, shall automatically reduce the number of Additional Shares to be delivere... | Label: Tax Withholdings |
0102285d-2b51-48f8-b240-4acd4d652bef | 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 per assignment payable by the assignor (subject to Section 10.13(a) ) directly to the Administrative Agent in the amount of $3,500; provided , however... | Label: Assignments |
5ab0084a-b265-46d8-ad40-feb33a725b0c | Clause:
Scientists at Enanta and Abbott shall cooperate in the performance of the Research Program and, subject to the terms of this Agreement and any confidentiality obligations to Third Parties, shall exchange such data, information and materials as is reasonably necessary for the other Party to perform its obligatio... | Label: Cooperation |
051ac11d-f6b3-4827-8e36-56fb5d865abe | Clause:
The Employer shall continue to employ the Executive, and the Executive shall continue to serve the Employer, as Chief Human Resources and Marketing Officer and Executive Vice President of the Employer upon the terms and conditions set forth herein. The Executive shall have such authority and responsibilities co... | Label: Employment |
425ec115-b21b-43dd-8fe6-6637e0f2dcfc | Clause:
Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the Seller’s due execution and delivery of this Agreement and the other Transaction Documents to which it is a party ... | Label: Authorizations |
f4d3b4c6-51cf-41d3-8df2-fa9ebd4e1464 | Clause:
Such Purchaser shall not, and shall cause its affiliates not to, engage, directly or indirectly, in any transactions in the securities of the Company (including, without limitation, any Short Sales (as such term is defined in Rule 200 promulgated under Regulation SHO under the Exchange Act)) during the period f... | Label: Sales |
acc6d280-b0ca-47b0-9ec0-ba2d9727873f | Clause:
During the Employment Term, the Company shall pay to the Executive an annual base salary of $500,000 (the “Base Salary”), which Base Salary shall be payable at the times and in the manner consistent with the Company’s general policies regarding compensation of the Company’s senior executives. The Base Salary wi... | Label: Base Salary |
2b1edf82-aef3-4922-8cda-9fd12eb9b7a9 | Clause:
This Joinder Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Counterparts |
309173b2-3437-4e2b-bc7b-2e075210e01c | Clause:
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other... | Label: Severability |
1994222f-fe4c-4743-803b-b76dc4ebd06e | Clause:
Unless otherwise agreed by the Company (or any of its Subsidiaries) in any employment, severance protection or similar agreement then in effect between the Participant and the Company (or any of its Subsidiaries), the inability of the Participant to perform in all material respects his or her duties and respons... | Label: Disability |
24bc5928-0fe5-4d0a-acac-f4a7ea8f405f | Clause:
This Agreement is personal to Executive and without the prior written consent of the Company will not be assignable by Executive; provided, however that this Agreement will inure to the benefit of and be enforceable by Executive’s surviving spouse, or, if she fails to survive him, by his surviving children. Thi... | Label: Successors |
82ad204f-cc94-4735-aceb-d868b04eb8e9 | Clause:
This Agreement shall be deemed to have commenced on April 27, 2016 (the “Effective Date”) and shall continue for a period through April 26, 2017, after which time the Agreement will automatically renew for additional one (1) year terms. Either party may terminate this contract at any time with or without cause ... | Label: Terms |
d1fe4ad2-6201-42f2-976f-07aa1fef2deb | Clause:
Notwithstanding anything to the contrary in this Agreement, it shall be a condition to the Executive’s right to receive the payments and benefits provided for in Sections 4(d)(ii) through (vii) or Sections 4(f)(ii) through (v), as applicable, that the Executive (x) continue to comply with the Executive’s obliga... | Label: Benefits |
bc171b35-6706-4c01-8686-114d987577e9 | Clause:
This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Texas.
... | Label: Governing Laws |
c52631e3-0a63-4fc3-9f3d-2e7dc9899954 | Clause:
Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of t... | Label: Authority |
ce93aacd-5236-4678-9c21-fdbc0326b5d5 | Clause:
For purposes of this Section 2.13, (i) the term “Applicable Law” includes FATCA and (ii) the term “Lender” includes any Fronting Bank.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Defined Terms |
ed2283f3-2d44-4ae1-a82b-1446d7135a5d | Clause:
A Participant will be entitled to receive payment, if any, under an Award if the Participant is still Employed by Atlas on December 31, 2018, subject to this Section 6 and Section 7 below. A Participant will receive an Award in the manner and at the times set forth in Sections 6.2, 6.3, 6.4 and Section 7.
Task... | Label: General |
e6f37a72-9aa2-456f-8590-92da1b305e20 | Clause:
For each 12-month period during the Term, the Executive shall be entitled to four weeks of vacation without loss of compensation or other benefits to which he is entitled under this Agreement, to be taken at such times as the Executive may select and the affairs of the Company may permit. Any unused days will b... | Label: Vacations |
2e600ec4-eea9-4a40-b512-3baed5a19bd5 | Clause:
No Default or Event of Default (including, as of the Effective Date, pursuant to the Existing Credit Agreement) has occurred and is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: No Defaults |
a5e03f69-771b-459b-9a5b-1d970474c29e | Clause:
Landlord and Tenant confirm that the computations under this Article 4 are intended to constitute a formula for agreed rental escalation and may or may not constitute an actual reimbursement to Landlord for PILOT Charges and other costs and expenses incurred by Landlord with respect to the Real Property. If the... | Label: General |
169292b7-40c3-41a5-b280-ae9945cc7112 | Clause:
The Company will not permit any of the Jamex Group to grant, create, permit or suffer to exist any Lien on any of their respective property and assets constituting Collateral other than (i) Liens securing Indebtedness under this Note, (ii) Liens securing Indebtedness under the Revolving Loans (FGP), (iii) Liens... | Label: Liens |
02c3fc75-f367-42d9-a957-04d232b6c796 | Clause:
The provisions of this Section 11 shall survive 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 |
c8cf7f89-6166-4d24-b3c7-21a88c24996c | Clause:
The validity, construction and effect of the LTIP or any incentive payment payable under the LTIP shall be determined in accordance with the laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Governing Laws |
269ea82d-0b05-468a-b1f8-7f8f12338852 | Clause:
Directly or indirectly enter into or permit to exist, or permit any Subsidiary thereof to directly or indirectly enter into or permit to exist, any transaction of any kind with any Affiliate of the Borrowers that is not a Subsidiary other than (a) transactions disclosed in Schedule 6.12 or transactions of a s... | Label: Transactions With Affiliates |
8a21888f-4660-4825-bd19-9c53b197e049 | Clause:
This Agreement, and the rights and obligations of the Parties, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without respect to its principles of conflicts of laws, except to the extent governed by federal laws, and shall be construed according to its fair meani... | Label: Governing Laws |
c7abf3a5-5a91-4bfa-b30f-93983b6d7cde | Clause:
For value received, the Company promises to pay to the order of Holder, or to the order of Holder’s registered assigns, the principal amount of each advance (each, an “ Advance ” and, collectively, the “ Advances ”) made by Holder to the Company pursuant to this Note, in immediately available funds, at the time... | Label: Interests |
a9b4dd78-a374-4073-91c4-be6f65339603 | Clause:
The Company has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and to the Company’s knowledge all other taxes due and payable by the Company on or before each Closing have been paid or will be pa... | Label: Payments |
4cc0cf26-c867-4843-b834-4649aca0819f | Clause:
Schedule 3.1 3 sets forth a description of all material insurance maintained by or on behalf of the Company and the Subsidiaries as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Insurances |
ad554588-f0e7-427f-9b00-f20cb62eacc0 | Clause:
The representations in this Agreement and in the other Loan Documents shall be true and correct in all respects on and as of the Closing Date with the same effect as if made on such date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Representations |
27f17372-3312-48c9-8d87-001d25565108 | Clause:
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite right, power, and authority to execute, deliver and perform this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Authority |
c76929b9-cc6c-4a5d-9af9-6cd376089e9b | Clause:
Owner and Tenant each warrant and represents that there was no broker, finder or like agent instrumental in consummating this Agreement and that such party had no dealings, communications, conversations or prior negotiations with any brokers, finders or like agents concerning the modification of the Lease pursu... | Label: Brokers |
8110381b-00f6-484a-8cea-434ef5f1f8ea | Clause:
(a) Effective as of the Restatement Effective Date (as defined below), (i) the Existing Credit Agreement is hereby amended and restated in the form of Exhibit A hereto (the Existing Credit Agreement, as so amended and restated, being referred to as the “ Restated Credit Agreement ”), (ii) Schedule 2.01 to the E... | Label: Amendments |
8dd3ed04-4d2d-428b-8341-2b93102a43b2 | Clause:
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED 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, Amendments, Anti-Corrupt... | Label: Governing Laws |
ef38b39c-5c62-46e5-bf3f-ccecebda3c38 | Clause:
This Agreement shall become effective when it shall have been executed by the Company, the Agents, and each Bank and thereafter shall be binding upon and inure to the benefit of the Company (subject to the provisions of Section 9.11 ), the Agents, each Bank and their respective successors and assigns.
Task: Cl... | Label: Binding Effects |
31d51c09-d4f8-4d4d-8542-9f32c46bae45 | Clause:
Borrower shall pay (i) to Lenders the fees set forth on Schedule 2.12 attached hereto and (ii) to the Agent the fees payable in the amounts and at times separately agreed upon in writing between Borrower and the Agent. Such fees shall be fully earned and irrevocable when paid and shall not be refundable for any... | Label: Fees |
48aa3133-86ac-4534-89dc-19fe13677129 | Clause:
Any waiver of a default or provision under this Agreement must be in writing. No such waiver constitutes a waiver of any other default or provision concerning the same or any other provision of this Agreement. No delay or omission by a party in the exercise of any of his/its rights or remedies constitutes a wai... | Label: Waivers |
3e0fdc87-f270-4516-816a-1a8f7e1226eb | Clause:
This Agreement cannot be modified orally and can only be modified through a written document signed by both 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, ... | Label: Modifications |
b6a5a897-0a4c-4382-8c9b-d0de1d829a8b | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Governing Laws |
1b930011-720d-4a7b-a1a5-dd790da2cae5 | Clause:
This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of th... | Label: Governing Laws |
7fc935bc-2874-4fd9-8cd5-8cdede23f140 | Clause:
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original of this Amendment, but all of which together shall constitute one and the same instrument. This Amendment may be executed and delivered by facsimile, or by email in portable document format (.pdf) and delive... | Label: Counterparts |
88232bc5-90aa-42a9-ab06-51caf0bc18c7 | Clause:
All of the Borrower’s obligations under this Article III , as well as the Lenders’ obligations under Section 3.01(e) , shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Survival |
d3800420-4802-45a5-aba4-e81faee9cf7b | Clause:
This Ninth Amendment shall be given effect and construed by application of the law of the Commonwealth of Pennsylvania.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Governing Laws |
a98e3189-ae9e-4ed9-9b1d-4a4c52b85718 | Clause:
Schedule 4.6 sets forth unaudited financial statements of the Radiopharmacy Business consisting of (a) the balance sheets of the Radiopharmacy Business as at December 31, 2014 and December 31, 2015 and the related statements of income for the fiscal years ended December 31, 2014 and December 31, 2015 and (b) th... | Label: Financial Statements |
4faa73c6-170b-4127-a3e0-d6b528f97faf | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Governing Laws |
91cc68ca-3184-4fe6-b83a-6565ef5d4e00 | Clause:
This Agreement, together with all exhibits and disclosure letters hereto, and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the Parties with regard to the subjects hereof and thereof and supersede all prior agreements and understandings between th... | Label: Entire Agreements |
0bcccb40-e9a4-444b-9ae5-dba2daa3539b | Clause:
This Note, together with the other Transaction Documents, contains the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Borrower nor Lender makes any representation, warranty, covenant or undertaking with ... | Label: Entire Agreements |
50908c9b-c647-4c8f-a640-3f7c6b1deece | Clause:
The Company has timely 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 Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits incl... | Label: Financial Statements |
d246e587-39cd-4c04-93ac-6a14372a389d | Clause:
Every provision of this Lease is severable. If any term or provision hereof is held to be illegal, invalid or unenforceable for any reason by any duly constituted court, agency or tribunal, the legality, validity, or enforceability of the remaining provisions shall not in any way be affected or impaired thereby... | Label: Severability |
02a617b8-bd43-473f-8bda-2e3510de412e | Clause:
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed signature page of this Agreement by email or facsimile transmis... | Label: Counterparts |
8fecdb12-7044-4573-8c64-d97ce114c7a7 | Clause:
This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed and interpreted in accordance with, the law of the state of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to a... | Label: Governing Laws |
c3350979-bed4-488c-add9-f40f8ba7d64a | Clause:
The parties hereby consent to the exclusive jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts for the resolution of any dispute arising under this Agreement or otherwise concerning Executive’s employment. Accordingly, w... | Label: Consent To Jurisdiction |
f3bc0c7f-d989-45df-9dae-a29834cd9a2f | Clause:
The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the appropriate state or federal courts located in Salt Lake County, Utah for all purposes in connection with any action or Proceeding which arises out of or relates to this Agreement.
Task: Classify this clause into ONE of t... | Label: Consent To Jurisdiction |
1134e33c-8197-47e0-92ed-72175d7ca703 | Clause:
The COMPANY has complied and is presently complying, in all material respects, with all laws, rules, regulations, orders and requirements (federal, state and local and foreign) applicable to it in all jurisdictions where the business of the COMPANY is conducted or to which the COMPANY is subject, including all ... | Label: Compliance With Laws |
bc29c099-2732-42a8-bdbf-7d37ad39fcaf | Clause:
As of the date hereof, the conduct of the business of the Company complies (and has complied) in all material respects with all applicable Law. The Company has not received notice of any alleged violation of applicable Law from any Governmental Entity. The Company shall comply with all applicable securities l... | Label: Compliance With Laws |
0372d2f6-f815-4482-90d8-2a59abb7dac2 | Clause:
Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement, the performance of such Party’s obligations in the conduct of the Collaboration and the licenses and sublicenses to be granted pursuant to this Agreement (a) do not and will not conflict with or violate any... | Label: No Conflicts |
482c3864-03d9-405e-bbf8-487a6019a857 | Clause:
Prior to adjustment in accordance with Sections 4.06(a) and 4.07(a), the vested benefit payable to a Member shall be a benefit deferred to commence on the first day of the calendar month next following the former Member’s Normal Retirement Date and shall be equal to his or her Accrued Benefit. On or after the d... | Label: Benefits |
c2e0ff21-0674-463e-a694-5a1ee0ed205c | Clause:
This Agreement, including the Confirmatory Claire’s Trademark Assignment Agreement attached as Exhibit C , Confirmatory Icing Trademark Assignment Agreement attached as Exhibit D , and Confirmatory Domain Name Assignment Agreement attached as Exhibit E , constitutes the entire agreement between the Parties with... | Label: Integration |
495a823a-6ece-43a0-bf0a-16270622d582 | Clause:
The Debtor shall, at the request of the Secured Party, furnish the Secured Party, as often as the Secured Party shall reasonably request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Secured Party may reasonably reques... | Label: Further Assurances |
cf206644-3508-4ee3-8404-eb1b58be610d | Clause:
The Company will use the proceeds from the sale of the Securities as described in the Prospectus Supplement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Use Of Proceeds |
6dbf7826-b8c2-491f-af64-74af1c71112c | Clause:
The date of this Amendment is for reference purposes only. The effective date of the obligations and amendments under this Amendment is September 16, 2016 (the “ First Modification Effective Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Effective Dates |
a0908d16-fcf8-49a7-ba25-1712c9d5c71b | Clause:
This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except as provided by Section 7 hereof) any part of this Agreement without the prior express written consent of the Company.
Task: Classify this cla... | Label: Assignments |
3ca337a4-8bcf-45e4-8171-4481c7e56ea6 | Clause:
Buyer and each Designated Purchaser shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement any Taxes required to be deducted and withheld under any provision of applicable Law. No less than five Business Days prior to the Closing Date, Buyer shall furnish to Parent... | Label: Withholdings |
a2f90de0-28bf-489f-a2d7-1206f46f6a43 | Clause:
All payments made by Borrowers hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense, except to the extent required by applicable law. All such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemn... | Label: Payments |
8551f62c-99f1-425f-b7eb-9f1620f1706c | Clause:
As of the Closing Date, Schedule 9 to the Perfection Certificate sets forth the name of, and the ownership interest of Parent and each Subsidiary in, each Subsidiary.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Subsidiaries |
4ad3a390-160a-4f4e-827f-89b1c74dd913 | Clause:
This Supply Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Counterparts |
507139cd-bbb3-44e0-96f4-e2cd679d4e1f | Clause:
The Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s officers, directors, agents, attorneys, affiliates, and control persons against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred ... | Label: Indemnifications |
790adb50-c5c2-4983-921d-498e80dd5b71 | Clause:
This Amendment shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State and the federal laws of the United States of America, without regard to the conflict of laws rules thereof.
Task: Classify this clause... | Label: Governing Laws |
0735114d-38fe-445d-a9f9-2374bce9e41b | Clause:
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter herein, it being understood that this Agreement supersedes the 2015 Agreement solely with respect to the agreement between ARP and the Executive. This Agreement may not be modified unless the change or modifica... | Label: Entire Agreements |
35e55db6-2cd3-4355-8683-7cb327f0f9af | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
5efc8088-fcb7-4128-a10b-c05824a96170 | Clause:
The Administrative Agent shall have received this Agreement , duly executed and delivered by each Lender , the Administrative Agent , and an Authorized Officer of Borrower and the Parent .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Agreements |
bf46d38a-ff7a-43ab-9a4b-6283bb9a1cfd | Clause:
Except as set forth on Schedule 4.5 (Supplement) attached to this Amendment 3, as of the date hereof there is no action, suit or proceeding at law or in equity by or before any court or any Governmental Authority pending or, to the knowledge of the Loan Parties threatened against or affecting the Loan Parties.
... | Label: Litigations |
81de0fed-bf7e-49fc-ae46-aff999e97184 | Clause:
The Loan Documents have been duly executed by Lender Parties and delivered to Borrower and constitute legal, valid and binding obligations of Lender Parties, enforceable in accordance with their terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other law... | Label: Enforceability |
242aacda-1034-42f4-8d49-36ff692cc941 | Clause:
Each of Holdings, the Company and each Borrower will, and will cause each Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of tr... | Label: Further Assurances |
d60e5638-b32b-4d87-bf88-b87f583e0645 | Clause:
Any provision or part of this Agreement which is invalid or unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction, be ineffective only to the extent of such invalidity and shall not affect the enforceability of the remaining provisions hereof or the validity or enf... | Label: Severability |
e9a4b696-c85b-4c00-9e00-6339679bf718 | Clause:
The Company will use the net proceeds from the sale of the Shares hereunder in accordance with the use of proceeds as set forth in that certain Letter of Intent between the Purchaser and the Company dated October 1, 2015 and attached hereto as Exhibit A .
Task: Classify this clause into ONE of these types (exa... | Label: Use Of Proceeds |
bdba5cc6-582d-4963-911d-98a33351da34 | Clause:
Use the proceeds of the Loans, and the Letters of Credit as described in the Preliminary Statements to this Agreement; and not use or permit any proceeds of any Loan to be used, either directly or, to the knowledge of the Company, indirectly, (a) for the purpose, whether immediate, incidental or ultimate, of “p... | Label: Use Of Proceeds |
2e25e903-970c-4b41-8a4b-00822064d1e7 | Clause:
Subject to Article 17 and sections 31.17-31.18, this Lease shall bind and benefit the parties to this Lease and their legal representatives and successors in interest.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Binding Effects |
5caa1697-d39a-423e-ab04-78e0968e5bc4 | Clause:
The Borrower is the sole owner or has other rights in all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims ... | Label: Liens |
d2fb9c88-8561-4571-ab47-3e9f15d12665 | Clause:
This Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto, including, without limitation, any term sheets... | Label: Entire Agreements |
036cbcb0-73db-46dc-a6c4-552a5f555f2c | Clause:
Buyer is a Hawaii corporation, organized, validly existing and in good standing, under the laws of its state of formation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Organizations |
9417211f-b34d-45b4-92e6-999515de1945 | Clause:
There are no actions, suits, or administrative or other proceedings pending or threatened by or against Grote Molen or Merger Co. or adversely affecting Grote Molen or Merger Co. or their respective properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or fo... | Label: Litigations |
829d32a3-3a0b-4f27-9e81-2925a1de3d60 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the laws of the State of Delaware as they are applied to contracts executed, delivered and to be wholly performed within the State of Delaware. .
Task: Classify this clause... | Label: Jurisdictions |
58f7b6f5-8ba9-4d3a-9a90-6437eaa46b74 | 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 (to be paid by the assignor or assignee); provided , however , that the Administrative Agent may, in its sole discretion, elec... | Label: Assignments |
d9ee4934-d054-46be-9df2-f94aee4f2bd4 | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries that (i) as of the Closing Date, purport to affect or pe... | Label: Litigations |
aa32cc26-5dca-4be9-b81f-03507a6615df | Clause:
During the Employment Period, Executive’s base salary shall be in an amount set by the Board (or a committee thereof), but under no circumstances will be less than $280,000 per annum (the “ Base Salary ”), which salary shall be payable in regular installments in accordance with the Company’s general payroll pra... | Label: Base Salary |
3ed42ac7-2e91-4d34-b2c5-e015759e5049 | Clause:
The representations and warranties of the Subscriber and the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and for twenty-four (24) months after the Closing; provided that the Fundamental Representations shall survive the execu... | Label: Survival |
e3efc054-e224-41ae-8122-f01c4d703f2f | Clause:
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision will be ineffective only to the extent of such prohibition ... | Label: Severability |
7aa8bbba-5b8b-4722-9bb6-c72787654e4e | Clause:
The Participant acknowledges that this Award and the RSUs are subject to amendment, modification and termination in certain events as provided in this Agreement and Article 13 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Adjustments |
2db15939-2c09-4b04-acae-67c8d1bbe5b6 | Clause:
This Guaranty shall remain in full force and effect until indefeasible payment in full of the Guarantied Obligations and the other Obligations and the termination or cancellation of the Credit Agreement in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Terminations |
5edb46d5-b331-46f6-bc78-f8429a747c5e | Clause:
This Agreement is a continuing agreement and shall remain in full force and effect until , , but you shall not at any time be released from any obligations hereunder in respect of any Loans made on or prior to the Termination Date.
Task: Classify this clause into ONE of these typ... | Label: Terminations |
f5c333d2-d845-4f36-b650-dba3dd4faf23 | Clause:
Notices and any other written communication hereunder shall be delivered in accordance with the terms and provisions of Section 9.5 of the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Notices |
891ce66c-cea3-44cd-89fd-b0b601b202c5 | Clause:
Each of the undersigned representatives of the Borrowers represents that such Borrower has full power, authority and legal right to execute, deliver and perform its obligations pursuant to this Note, the Mortgage, and the other Loan Documents and they constitute the valid and binding obligations of such Borrowe... | Label: Authority |
cdcaf525-3086-41a2-b670-54d95ef33b2a | Clause:
The Borrower will, and will cause each of its Subsidiaries to, comply in all respects with all Legal Requirements (including Environmental Laws and ERISA) to which it or its Properties may be subject except for any failure to comply which could not reasonably be expected to have a Material Adverse Effect.
Task... | Label: Compliance With Laws |
9606b3e1-e8ba-480f-a137-83cc635895ea | Clause:
This Agreement shall become effective when it has been executed by Parent, Borrower Holdco, the Borrower Parties and the Administrative Agent and when the Administrative Agent has received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be ... | Label: Binding Effects |
74dc0964-a2f7-4d71-8db6-622ca1823740 | Clause:
All notices or other communications made or given pursuant to this Plan shall be in writing and shall be sufficiently made or given if hand delivered, or if mailed by certified mail, addressed to the Participant at the address contained in the records of the Company, or addressed to the Company or the Committee... | Label: Notices |
fce6761f-7110-4457-bfc0-58927611f08a | Clause:
This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts. Delivery of an executed signature page to this Tradem... | Label: Counterparts |
2736506c-c85a-47e5-8b50-b87c77090d1b | Clause:
MK Holdings will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on financia... | Label: Transactions With Affiliates |
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