id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
61cca8c5-afa6-4be3-acc7-72f7233da4da | Clause:
This Agreement shall be interpreted in accordance with the laws of the State of Arizona without reference to conflicts of law provisions thereof. The Parties agree that all disputes between them, including, without limitation, all disputes arising under or relating to this Agreement, will be resolved pursuant t... | Label: Venues |
4e335dda-59cc-42fe-9139-f273b196985c | Clause:
No failure to exercise and no delay in exercising, on the part of any person, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exerc... | Label: No Waivers |
3664c8fb-3cbf-4947-9626-9597f72c986f | Clause:
Licensee will defend, indemnify, and hold Licensor harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including attorneys’ fees, expert witness fees, and court costs) directly or indirectly arising from or relating to this Agreement or any Purchase Contract, or any ... | Label: Indemnity |
8437c701-3a32-4539-aa1f-cde080bc8ba6 | Clause:
This Agreement represents the entire understan ding and agreement between the p arties with respect to the subject matter of this Agreement and supersedes and replaces all previous agreements, arrangements, understandings, rights, obligations and liabilities between the parties in respect of such matters.
... | Label: Entire Agreements |
d1f15d91-8181-4619-88ee-c93dcbc92596 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and ob... | Label: Applicable Laws |
082938e5-bb50-4bca-b88d-1bcf1e9029b3 | Clause:
If any Company (other than a Dormant Subsidiary) shall (a) except as permitted pursuant to Section 5.12 hereof, discontinue business; (b) generally not pay its debts as such debts become due; (c) make a general assignment for the benefit of creditors; (d) apply for or consent to the appointment of an interim re... | Label: Solvency |
431c6a2d-2bd8-48de-a874-f01bac7dd760 | Clause:
This Waiver may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail or other transmission method and any counterpart so delivered shall be deemed t... | Label: Counterparts |
7b6d6594-73f9-4e4f-b1c7-2c849c207bcb | Clause:
The Closing of the transactions provided for in Section 1.04 and 1.05 is taking place at the office of George Mattia in San Diego, California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Closings |
1a2c3fd3-30aa-46b0-94e4-44bed5384104 | Clause:
Employee and RGP agree that they will not make any defamatory or disparaging oral or written comments or statements concerning the other, [his/her] or its business, reputation, employees, or past or present directors or affiliates or subsidiaries. The parties agree that this non-disparagement clause is a materi... | Label: Non-Disparagement |
3429747a-cade-444f-82c7-cf2e5a020e5f | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Florida or i... | Label: Governing Laws |
85119960-61b9-408d-9b34-3e9b78e011e2 | Clause:
To the extent that GKF fails or chooses not to pursue any of its remedies under this Agreement or pursuant to applicable law, such shall not prejudice GKF's rights to pursue any of those remedies at any future time and shall not constitute a waiver of GKF's rights. To the extent that Hospital fails or chooses n... | Label: Waivers |
09feccf5-9f0b-4a06-816a-66a6fbef3f73 | Clause:
It is the express intention and agreement of the parties hereto that the provisions of Sections 7 and 8 hereof shall survive the termination of employment of the Executive and the expiration of this Agreement. It is the express intention and agreement of the parties hereto that the provisions of Section 10(d) ... | Label: Survival |
2603f288-2efe-4d20-8abc-9ee2bb21fa5d | Clause:
The Borrower (i) is Solvent and (ii) is not the subject of any Insolvency Proceedings or Insolvency Event. The transactions under the Transaction Documents to which the Borrower is a party do not and will not render the Borrower not Solvent.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Solvency |
03c39a9b-1227-4580-9646-7b51dd459d92 | Clause:
Subject to the terms and conditions of this Agreement, each party shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, and in the case of the Company as reasonably requested by Acquiring Entity, to consumma... | Label: Further Assurances |
a8231641-a53e-4b3d-8353-05c76842a5c3 | Clause:
Payments made under this Agreement shall be considered to be made as of the day on which there were sent. In the event that any payment due under this Agreement is not made when due, the payment shall accrue simple interest from the date due at a rate per annum equal to [**] above the [**] published in the [**... | Label: Interests |
c0eb94a8-b627-4758-9e64-59ccc4dd2eb7 | Clause:
This amendment shall be governed by the laws of the State of California as such laws are applied to arrangement between California residents entered into and to be performed within the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Applicable Laws |
afe595cd-c69b-43d9-883e-a8da5f2aa762 | Clause:
The number or kind of shares of stock covered by this Award may be adjusted pursuant to the Plan in order to prevent dilution or expansion of the Grantee’s rights under this Agreement as a result of events such as stock dividends, stock splits, or other changes in the capital structure of Occidental, or any mer... | Label: Adjustments |
83a5cfcf-e04a-49c0-b5ae-f93df1f17e62 | Clause:
The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement and each document to be delivered by the Seller hereunder, and upon the execution and delivery of this Agreement and any such document, this Agreement and each such document shall constitute the vali... | Label: Enforceability |
8603d930-07b0-421e-94f1-01e09f76b37f | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the respective Parties and their permitted successors and assigns. The Partnership’s rights under this Agreement may not be assigned other than to a wholly-owned subsidiary of the Partnership, without the prior written consent of Fund G, wh... | Label: Assigns |
8dc0acfa-9421-4e91-9835-00c15dd1678f | Clause:
This Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement shall be held invalid or unenforceable for whatever reason, the remainder of this Agreement s... | Label: Miscellaneous |
83fee536-8ac5-4787-80c1-1750b2e974e5 | Clause:
The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 17, below, and Applicable Laws, Awards may be granted under the Plan ... | Label: Effective Dates |
d63276fa-9d88-4d28-8159-cb535543900e | Clause:
Executive shall serve as General Counsel and Chief Administrative Officer of the Company, and shall perform such duties consistent with his position as may be assigned to him from time to time by the Chief Executive Officer of the Company (“CEO”) or the Board of Directors of the Company (the “Board”). Executive... | Label: Positions |
f6a1a984-e507-4fcf-96c2-f5de91182fa5 | Clause:
All covenants, agreements, representations and warranties made by the Borrower in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution... | Label: Survival |
aa74bbfc-0725-4e1e-b0c4-d8c1aadac265 | Clause:
The execution, delivery and performance of this Agreement and the other Loan Documents by each Loan Party party thereto (i) will not contravene such Loan Party’s organizational documents, (ii) will not result in any violation of the provisions of any Legal Requirement of any Governmental Authority having jurisd... | Label: No Conflicts |
a1708031-e331-45e2-8369-1cb4dd0a3fd9 | Clause:
This Agreement constitutes the entire agreement of the parties hereto regarding the matters set forth herein; supersedes all other prior agreements, representations and covenants, written or oral, with respect thereto; and may not be varied or amended except by a writing signed by all of the parties hereto.
Ta... | Label: Entire Agreements |
dd1d19d9-1c7f-4d7b-aa42-dbf05da32f7f | Clause:
This Agreement shall be interpreted and governed in accordance with the laws of the State of Colorado.
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 |
d04fb8e8-ed19-4be0-9c29-bceaa3662c84 | Clause:
During the Term, Executive shall be entitled to participate in all company employee benefit plans. In the event Executive elects to pay to a self-funded health insurance program, Executive shall be reimbursed by the Company for such costs up to the maximum amount the Company would be obligated to pay for simila... | Label: Benefits |
23d96a55-6994-4bd7-b05f-7c1506df4766 | Clause:
The Company shall reimburse ROTH for all its reasonable, documented expenses incurred in conjunction with the Private Placement, including costs of legal counsel, upon demand and whether or not a transaction is completed; provided that in no event shall such expenses exceed $50,000 in the aggregate. Upon execut... | Label: Expenses |
12c2ebfb-2e59-4ec5-81a8-23dec474b5e6 | Clause:
The Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective (or in the event the Registration Statement expires pursuant to Rule 415(a)(5) under the Securities Act, file a replacement Registration Statement and keep such replacement Registration Statement effe... | Label: Effectiveness |
867de256-eac4-4c49-859c-1834648a9348 | Clause:
This Settlement Agreement, and its Exhibits, constitutes the only agreement between the Parties and the Company with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. This Settlement Agreement shall be binding upon a... | Label: Amendments |
ab4abd7c-763c-47a8-b4fd-617b7ef84b35 | Clause:
Profit Sharing Contributions made pursuant to subsections (a) and (b) of this Section 4.1 shall be allocated in the manner as set forth in Section 7.4(a). Any Profit Sharing Contribution made pursuant to this Section 4.1 shall be made wholly in cash, wholly in shares of Company Stock, or in a combination thereo... | Label: General |
bac2708e-c888-4ce5-9912-62037be60487 | Clause:
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, in any manner than might cause the Credit Extension or the use of such proceeds to violate Regulation U of the FRB, in each case as in effect on the date or dates of such Credit Extensi... | Label: Use Of Proceeds |
8e00b202-7449-49c8-a9af-7aa1871177ee | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Hawaii, without regard to any otherwise applicable principles of conflict of laws. Seller and Buyer hereby agree and stipulate that any suit or action arising out of or in connection with this Agreement shall be brou... | Label: Applicable Laws |
03fbd407-4063-4101-849b-4ec61fae8091 | Clause:
Pursuant to Section 18 of the Plan, the Committee may at any time amend or cancel any unvested portion of this Award, but no such action may be taken that adversely affects the Grantee’s rights under hereunder without the Grantee’s consent.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Amendments |
92cc4bfb-b9ee-4b10-ba5b-21990580f023 | Clause:
There are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to... | Label: Litigations |
711e7bb4-5b85-4168-b549-f069d0d4806b | Clause:
The Company has filed all reports required to be filed by it under Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the twelve months preceding such Closing Date (or such shorter period as the Company was required by law to file such reports) on a timely... | Label: Financial Statements |
f0138440-3e55-4783-a1bf-7c4187335627 | Clause:
Each Affiliated Holder represents to the Offerors that it: (i) is knowledgeable, sophisticated and experienced in business and financial matters; (ii) is able to bear the economic risk of such person’s investment in the Term Loans and New PIK Subordinated Notes; and (iii) is an “accredited investor” (as defined... | Label: Representations |
033b7ea7-26d4-45e6-b5fe-fac568fe5bcd | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing a... | Label: Severability |
75e62e39-be79-4242-afb7-2be53c735da5 | Clause:
Each party hereto shall pay the fees and expenses of such party's advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement, and shall hold the other party hereto harmles... | Label: Expenses |
bfdaa9b5-f3db-4c41-872b-8b57b7d736c6 | Clause:
This Agreement shall be governed by and construed under the laws of the State of California.
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, Authorization... | Label: Governing Laws |
ced6a7bb-cf1b-4552-a6d2-46283292894e | Clause:
This Section 7.1 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 Effects, Books, Bro... | Label: Survival |
0fb6da8e-2a68-43b7-99ef-5d455e9ba98a | Clause:
The provisions of this 2016-3 Servicing Supplement and the 2016-3 Servicing Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Binding Effects |
b2098453-5da1-409a-9d9f-4572e483f3ad | Clause:
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement amends, restates and supersedes the Original LLC Agreement in its entirety.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Entire Agreements |
d835e622-b8cd-4965-a55c-a7ccbe0869d0 | Clause:
Borrower shall pay all expenses incurred in connection with the transactions contemplated by this Instrument, including without limitation all fees and expenses of the attorney for BOK and any and all filing and recording expenses.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Expenses |
7a1e6e91-66d1-4489-91c2-5ad14ed82cbb | Clause:
The term of this Agreement will commence as of the date hereof and will end upon the earliest to occur of the events specified in subsection (b) below, or December 31, 2020 (the “Term”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Terms |
5a78685b-882d-4164-b14f-c86c54a31c32 | Clause:
The Company agrees and covenants that it will use the net proceeds from the Offering for general corporate purposes.
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: Use Of Proceeds |
4859c75d-8fcd-4d15-a07b-f1f2add36990 | Clause:
The Borrowers shall use the proceeds of the Revolving Loans solely for the general corporate purposes of the Company and its Subsidiaries in the ordinary course of business, including, without limitation, to finance Permitted Acquisitions and to repay existing Indebtedness (including Indebtedness arising under ... | Label: Use Of Proceeds |
06b9019b-9509-4c4e-9831-d6c55f4a1e2e | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
c8f4e551-83ee-487b-bae0-19c76aa2600e | Clause:
The Originator agrees to pay or cause to be paid, and to save the Buyer and each Financing Party harmless against liability for the payment of: all reasonable out-of-pocket expenses (including attorneys’ fees and expenses of counsel to the Administrative Agent and accountants’ and other third parties’ fees and ... | Label: Expenses |
36cd7313-47c4-4e03-bc4a-d9e822d16c3c | Clause:
This Agreement and the Plan set forth the entire understanding of the parties hereto and supersede all prior agreements, arrangements, and communications, whether oral or written, pertaining to the subject matter hereof. The Optionee hereby acknowledges receipt of a copy of the Plan and this Agreement, represen... | Label: Entire Agreements |
4d7a0a62-90e7-4e1c-926b-6f2e03f820e7 | Clause:
Company represents and warrants to Investor that as of the Effective Date: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conduct... | Label: Warranties |
f55454ba-7cea-4b06-a164-5ba88a229742 | Clause:
Except as otherwise defined in this Amendment No. 2, terms defined in the Credit Agreement are used herein as defined therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Definitions |
d840c0de-ea06-4e10-9bbb-f50cf342c4b1 | 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, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations under any Loan Docum... | Label: Survival |
2d882b43-5e69-4134-8743-cad6837eec41 | Clause:
Holdings shall have paid, or will substantially simultaneously with the initial borrowing of Loans hereunder pay, all fees and reasonable expenses (including, without limitation, legal fees and expenses) of the Administrative Agent and the Lenders as and to the extent (a) required to be paid by Holdings and (b)... | Label: Fees |
c4ac151e-122d-4547-ae98-a80fe9cbcf5b | Clause:
The Company hereby employs the Executive, and the Executive hereby accepts such employment, as the Senior Vice President-Growth & Market Development of the Company, effective as of the Effective Date, on the terms and subject to the conditions of this Agreement. The Executive agrees to perform such duties and r... | Label: Positions |
6f1fdd5e-c51e-4961-977f-29f06bf6a816 | Clause:
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each party hereto shall be entitled to an injunction or injunctions, specific performance and ... | Label: Specific Performance |
80d13c0e-f366-4dcc-9eaa-c68507f7295d | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower and the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if ... | Label: Litigations |
0fe3179d-a252-471e-9ca5-fb13b2b9a2f7 | Clause:
If any of the Premises shall be sold, transferred or otherwise disposed of by the Mortgagor in a transaction permitted by the Credit Agreement, then the Mortgagee, at the request and at the sole cost and expense of the Mortgagor, shall execute and deliver to the Mortgagor all releases or other documents reasona... | Label: Releases |
3befba7e-3a1d-4bc5-adc1-b01c41684784 | Clause:
Each of the Parent, the Issuer and each other Material Subsidiary of the Parent has been duly incorporated or otherwise organized and is validly existing in good standing under the Laws of the jurisdiction of its incorporation or formation, with power and authority (corporate and other) to own its properties an... | Label: Organizations |
261f1083-54fa-4090-8ebe-a109233c69b7 | Clause:
This Fifth Amended and Restated Credit Agreement, including the Schedules and Exhibits 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, Authorizati... | Label: Agreements |
8f3c394d-f615-4f2c-82a4-5564671e201b | Clause:
The provisions of the Agreement are severable, and if any part of it is found to be unlawful or unenforceable, the other provisions of the Agreement shall remain fully valid and enforceable to the maximum extent consistent with applicable law.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Severability |
f737b3d3-d6cd-487a-aba8-4fb15bdede77 | Clause:
The rules of interpretation set forth in Sections 1.02 , 1.03 , 1.04 , 1.05 , 1.06 and 1.07 of the Credit 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, A... | Label: Interpretations |
d693f273-62cf-4427-bc05-d301c88957ba | Clause:
All notices, demands, and other communications given or delivered under this Agreement shall be in writing and shall be deemed to have been given, (a) when received if given in person, (b) on the date of electronic confirmation of receipt if sent by facsimile, other wire transmission, or by e-mail, (c) three da... | Label: Notices |
b3761b6d-aa02-40fb-8b87-dbc5b2d3c4b0 | Clause:
Any assignable or otherwise transferable trademarks, intangibles, trade names, service marks, symbols, logos and other intellectual property rights owned or assignable by Seller and used in connection with the ownership and operation of the Property, including, without limitation, all of Seller’s right, title a... | Label: Intellectual Property |
d4d6f227-a3a5-41bb-be17-70b6c0d387c0 | Clause:
Seller shall have performed or complied in all material respects with each obligation, agreement and covenant to be performed or complied with by it under this Agreement on or prior to the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Agreements |
04ebedf2-58a1-4649-bd9b-615030b30a6e | Clause:
Should any provision of this Plan be declared or determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Severability |
16737763-af4a-450e-8708-7450e7bd0ab9 | Clause:
Reasonable costs and expenses of the Company or of any Member occasioned by transfers of Units held by Members (including, but not limited to, such Member’s proportionate share of any transfer or recordation taxes for which the Company may become liable) shall be reimbursed to the Company or Member, as the case... | Label: Expenses |
03983140-d04c-4fcd-b573-920740abfd3f | Clause:
To the best of OWNER’S knowledge, neither Target nor OWNER is in violation of any applicable order, judgment, injunction, award or decree nor are they in violation of any federal, provincial, state, local, municipal or foreign law, ordinance or regulation or any other requirement of any governmental or regulato... | Label: Compliance With Laws |
7e6bcb8d-f952-4e5f-a2df-d8275dfd87f5 | Clause:
Notwithstanding any provisions of this Agreement or the Plan to the contrary, in the event of a Qualifying Termination that takes place following a Change in Control (a “ Change in Control Termination ”), the RSUs shall, to the extent not then vested and not previously forfeited, immediately become fully vested... | Label: Change In Control |
fe759717-a572-4afa-b0c4-421768127baa | Clause:
All payments and benefits payable pursuant to this Agreement shall be subject to reduction by all applicable withholdings, offsets, social security and other federal, state and local taxes and deductions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Withholdings |
96b30623-a96e-44c3-8d0c-75b089a067d4 | Clause:
Guarantor, and the person signing on behalf of Guarantor, each represents and warrants that this Guaranty has been duly authorized by all necessary corporate action, if necessary, and has been duly executed and delivered by a duly authorized officer, and constitutes Guarantor’s valid and legally binding agreeme... | Label: Authority |
fc403756-e9c0-4ca9-8c9f-3d00470476e7 | Clause:
It shall not consolidate with or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets, unless (i) no Lease Default or Lease Event of Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) if it is not the... | Label: Sales |
069be0f4-2775-441b-85f0-46316c0ca90f | Clause:
Interest shall accrue on the unpaid principal amount of this Note at a rate per annum of 10%, and shall be payable as set forth in Section 2.1 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Interests |
dd0abae0-b125-4f3d-bc6e-a6694a4cb29a | Clause:
Notwithstanding any provisions to the contrary herein, any term of this Agreement may be amended with the written consent of the Borrower; provided that no amendment, modification or waiver of any provision of this Agreement or any other Loan Document or consent to any departure therefrom by the Borrower or oth... | Label: Modifications |
1d631321-95b8-4028-9486-5d2c3b14eaae | Clause:
The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds) solely for general corporate purposes of the Borrower and its Subsidiaries, including the repayment of existing Debt.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Use Of Proceeds |
aa81135b-553f-436b-846b-acf16428c65b | Clause:
(a) Do, or cause to be done, all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower that is not a Loan Party, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as o... | Label: Existence |
610c4a27-9e9c-436f-9e22-3f67a1ddd448 | Clause:
Upon the occurrence of an Event of Default and while such Event of Default is continuing, the Lender (a) shall be entitled to exercise all rights and remedies specified in this Agreement and/or any of the Related Agreements, including, but not limited to, increasing the Fixed Daily Payments in such amount as Le... | Label: Remedies |
663b6af2-b479-4657-a571-b54ac6970358 | Clause:
On the Second Restatement Effective Date, after giving effect to the Transactions, Holdings and its Subsidiaries, on a consolidated basis, are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Solvency |
315c6459-fd37-4cfa-943f-91dfd1512db3 | Clause:
Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to enter into this Agreement to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreeme... | Label: Authority |
d61deb56-19b3-4f30-9ece-1075acfd885d | Clause:
Any and all notices, demands or other communications required or desired to be given hereunder by either party shall be in writing and shall be validly given or made to the other party or its authorized representative at the addresses set forth below. Any party may change its address for the purpose of receivin... | Label: Notices |
6a5cbdcb-4676-41b6-92f7-79cd22e7c991 | Clause:
The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in ... | Label: Notices |
06a3ae42-9307-4b92-b585-af8ff93018a2 | Clause:
In the event Grantee breaches any of the confidentiality, non-solicitation or non-compete covenants set forth in the Employment Agreement, if applicable, the Market Stock Units shall immediately thereupon expire and be forfeited, and the Company shall be entitled to seek other appropriate remedies it may have a... | Label: Confidentiality |
689a5751-6d7f-4cb3-af9c-6fb65da54eb6 | Clause:
Each Loan Party has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by eac... | Label: Authority |
3da84488-b72e-47c6-a5e6-1c49b97adcc0 | Clause:
The terms of this letter agreement may not be amended without the prior written consent of each Party 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, Authori... | Label: Amendments |
92c0e1a7-1e55-4f6d-a6a8-d5272d179953 | Clause:
It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the be... | Label: Expenses |
e11b0880-4f88-4af3-8ccb-154e2e3baa36 | Clause:
Except as explicitly contemplated by this Agreement, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party (which consent shall not be unreasonably withheld); provided , however, that either Pa... | Label: Assignments |
692a121e-d7f1-445a-acb5-29276b635c86 | Clause:
Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by submitting a duly executed election to purchase attached to the applicable Warrant, at the office of the Warrant Agent in the Borough of B... | Label: Payments |
5c2849b1-3c80-4fc7-ac57-cfa477c5fe1f | Clause:
Subject to Section 6.7(b) , nothing contained herein shall prohibit or in any way limit any First Lien Representative or any other First Lien Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Second Lien Representative or any other Second Lien Claimho... | Label: No Waivers |
6074a77d-3091-407e-b337-1dd408ba9b19 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execu... | Label: Confidentiality |
633f0ec8-079b-4408-bd2e-951f719d62bb | Clause:
The Plan shall be binding upon and shall inure to the benefit of the Participant or his Beneficiary, his heirs and legal representatives, and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Binding Effects |
8c9e1930-faaf-48fe-8d42-26692cf08ad1 | Clause:
Set forth on Schedule 5.21(b) is a list of all Intellectual Property registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as of the Closing Date. Except for such claims and infringements that could not reasonably... | Label: Intellectual Property |
b24bf196-2a50-47ff-89df-4259031db2d1 | Clause:
No Borrower will, and no Borrower will permit any of its Subsidiaries to, use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest, and accrued fees and expenses owing under or in connection with the Existi... | Label: Use Of Proceeds |
66163644-f729-46ec-8d02-243df9164a02 | Clause:
All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of CJC after the Closing Date on the basis as presently operated shall have been obtained.
Task: ... | Label: Consents |
ec61db2d-b392-4187-a205-7c3df25c3e41 | Clause:
Employer agrees to pay Executive during the Term of Employ ment an annual base salary of $330 ,00 0 ( “ Base Salary ” ), which amount may be increased but may not be decreased, without the consent of Executive, during the Term of Employment. Executive ’ s base salary shall be paid in equal semi-monthly install... | Label: Base Salary |
27b8d9fa-a846-4fcd-8d9e-f87c38727320 | Clause:
The Committee may provide in the Grant Letter that Grants identified as qualified performance-based compensation shall be payable, in whole or in part, in the event of the Participant’s death or disability, a Change of Control or under other circumstances consistent with the Treasury regulations and rulings und... | Label: Death |
5de1839e-2e79-4b9a-a0d9-e82360660874 | Clause:
All United States federal income tax returns of Company and its Subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to wh... | Label: Taxes |
8eb8fe80-9630-435c-b9e7-6ddeccdf1a15 | Clause:
This Agreement will be governed and construed in accordance with the laws of the State of California.
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, Auth... | Label: Governing Laws |
7b4cbec0-0187-434a-9d74-110daa36cd65 | Clause:
Each Party agrees (i) to furnish upon request to each other Party such further information; (ii) to execute and deliver to each other Party such other documents; and, (iii) to do such other acts and things, all as another Party may reasonably request for the purpose of carrying out the intent of this Agreement ... | Label: Further Assurances |
eff96904-bf47-4be6-89e2-9cbadc5e0a21 | Clause:
The Borrower agrees to reimburse the Administrative Agent for the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
Task: Classify this clause into ONE of t... | Label: Expenses |
812de502-c4b6-4658-a78e-897f0c45fbcc | Clause:
Any representation, warranty or statement made or deemed to be made by the Borrower herein, or by any Loan Party in any of the other Loan Documents or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto, shall prove untrue in any material respect on the date as of wh... | Label: Representations |
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