id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
502e89e1-a871-49be-a1a9-7aa730d3cf55 | Clause:
All amounts due under this Section 11.04 shall be payable not later than ten Business Days after demand therefor (accompanied by back up documentation to the extent available).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Payments |
0f8cb554-d7f2-4e8e-abaf-08571aa3a958 | Clause:
This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement between each Guarantor and Lender and supersedes all other prior agreements and understandings, both written and oral, between each Guarantor and Lender with respect to the subject matter hereof; provided... | Label: Entire Agreements |
a50eefa6-743b-4ce6-a36a-6566ee8e362f | Clause:
The Restricted Shares are being issued pursuant to the terms of the Plan, and are to be interpreted in accordance therewith. The Administrator will interpret and construe this Agreement and the Plan, and any action, decision, interpretation or determination made in good faith by the Administrator will be final ... | Label: Interpretations |
d4d46043-ff8e-446a-a954-260258b11e75 | Clause:
The Board of Directors shall have the right to terminate Executive’s employment and this Agreement at any time with or without Cause, and Executive shall have the right to terminate Executive’s employment and this Agreement at any time with or without Good Reason; provided that obligations under Section 4(h), t... | Label: General |
77fe5549-f844-48be-8e46-6acaf88c8993 | Clause:
This Agreement may be executed in one (1) or more counterparts, all of which shall be considered one (1) and the same agreement, and shall become effective when one (1) or more counterparts have been signed by each of the Parties and delivered to the other Party. The provisions of Section 10.1(d) of the Separat... | Label: Counterparts |
2d3516aa-5d94-4797-8988-f69db9aca91b | Clause:
All agreements, representations and warranties contained in this Agreement or in any document delivered pursuant hereto shall be for the benefit of the Warrantholder and shall survive the execution and delivery of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Survival |
4bd11737-ace8-4280-b629-a6b6827b24dd | Clause:
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the applicable terms of the Loan Documents (including Section 5.09 of this Agreement and Section 4.11 of the applicable U... | Label: Insurances |
bd6d8406-fa14-4612-bb92-08fd41e7bed8 | Clause:
This Agreement may be amended, modified or supplemented only by a written instrument executed by the party against which enforcement of the amendment, modification or supplement is sought.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Amendments |
26840668-c72e-4a18-949e-d668d61031c4 | Clause:
By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The First Lien Collateral Agent represents and warrants that this Agreement is binding upon the Senior Secured Parties. The... | Label: Authorizations |
295410ec-abfa-45f5-8548-8b998524d5e8 | Clause:
Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or 48 hours after being deposited in the U.S. mail as certified or registered m... | Label: Notices |
9590f6f5-4031-4412-829c-1a5991f3557e | Clause:
The Company shall file all required Current Reports on Form 8-K relating to the transactions contemplated by the Transaction Documents, including all required exhibits thereto, with the Commission within the time required by the Exchange Act; provided that the Company shall submit a draft of such Form 8-K(s) to... | Label: Publicity |
cce77bcc-9893-40d0-854f-39fbcdd24abd | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the... | Label: Disclosures |
df754155-b00b-4215-a1a8-677e4d909670 | Clause:
The headings of the sections of this Policy are inserted for convenience only and shall not be deemed to constitute a part of this Policy.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Headings |
73d0e344-6966-4ac1-8812-4e7044f83374 | Clause:
All covenants, agreements, representations and warranties made in this Agreement shall, except to the extent otherwise provided herein, survive the execution and delivery of this Agreement, and shall continue in full force and effect until the Discharge of Senior Debt has occurred. The foregoing to the contrary... | Label: Survival |
1b38e384-2a3c-4683-8e29-727a2f3df033 | Clause:
If any amendment to this Agreement is required to give effect to any addition of Incremental Commitments or Loan made pursuant thereto in accordance with this Section 2.15 , then such amendment shall be effective if executed by the Loan Parties, each Lender providing such Incremental Commitments and the Adminis... | Label: Amendments |
71795539-9039-4cc6-946d-274aa09c6e4e | Clause:
This Agreement, the other Operative Documents and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject ma... | Label: Entire Agreements |
1c91040c-ff0f-48bf-b7d6-ddfc85016ac6 | Clause:
The Company has no Subsidiaries other than those listed in Schedule 3.1(a ) hereto. Except as disclosed in Schedule 3.1(a ) hereto, the Company owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any Lien, all the issued and outstanding shar... | Label: Subsidiaries |
acc5ff9b-4077-4096-a291-bb2fb227fbd2 | Clause:
Seller and Purchaser represent and warrant to each other that no broker or finder other than Eastdil Secured Broker Services, Inc. (the “ Seller’s Broker ”), was instrumental in arranging or bringing about this transaction and that there are no claims or rights for commissions, finders’ fees or other compensati... | Label: Brokers |
14fee1a9-80b7-4d3e-9395-eb39b29b13ff | Clause:
If any benefits deliverable to the Executive under this Agreement have not been delivered at the time of the Executive’s death, such rights shall be delivered to the Executive’s estate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Successors |
8e34a2e2-f689-46b1-9b1b-b65a74e41772 | Clause:
All Taxes (including any interest or penalties relating thereto) and assessments which are due and payable have been duly reported, fully paid and discharged as reported by the Company and each of its Subsidiaries, and there are no unpaid Taxes which are, or could become, payable by the Company or any Subsidiar... | Label: Taxes |
85845ba4-e77d-4993-8e75-00300a87d9f3 | Clause:
When financing statements in the appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Patent Security Agreement, substantially in the form of Exhibit II to the Security Agreement, and the Trademark Security Agreement, substantially in the form of Exhibit III to th... | Label: Intellectual Property |
06ef2c5a-81a7-4ae8-a4a8-7ac07d8f235b | Clause:
The Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. , its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information th... | Label: Solvency |
06016778-2393-4902-833b-e5b26f621ff8 | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated herein, and it supersedes all prior discussions, understandings or agreements between the parties. Any and all exhibits and/or schedules attached hereto are a part of this Agreement and are i... | Label: Entire Agreements |
11616a5e-c1d9-49fd-aa0e-822b77cacaab | Clause:
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all... | Label: General |
27853c3c-ced5-4616-894f-e1d4376b6a5d | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) ... | Label: Financial Statements |
58ff3167-f4ed-4dd9-98e8-8f8bea118bae | Clause:
HHS places no restriction on the publication of the Agreement. In addition, HHS may be required to disclose material related to this Agreement to any person upon request consistent with the applicable provisions of the Freedom of Information Act, 5 U.S.C. § 552, and its implementing regulations, 45 C.F.R. Part... | Label: Disclosures |
f5dec2ec-1848-4d9b-957c-e776284b0183 | Clause:
This Agreement shall commence on _____ __, 20__ (the “Commencement Date”) and shall, subject to Section 2.2 below, continue until the third anniversary of the Commencement Date. Upon completion of the Term, Employee may continue to be employed by Company subject to Company rules and policies and/or the parties ... | Label: Terms |
b81bdc66-12b4-406f-9663-842a325dc36e | Clause:
This Plan constitutes the entire Officer Severance Plan for the Company and supersedes all previous representations, understandings and plans with respect to officer severance, and any such representations, understandings and plans with respect to officer severance are hereby canceled and terminated in all resp... | Label: Entire Agreements |
da7d8d80-192e-4c54-9c8d-72f9457fa81f | Clause:
Executive shall be entitled to participate in Employer’s various employee benefit plans as same may be constituted from time to time, including without limitation Employer’s 401(k) Plan, in the same manner as generally offered to other senior management employees of Employer, subject to the terms and conditions... | Label: Benefits |
22a63488-3c24-4cce-861f-e721c581581b | Clause:
No Loan Party is in default under or with respect to any Contractual Obligation in any respect which could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: No Defaults |
9a05e6af-fad8-4630-a7fa-858f231cc321 | Clause:
The Company shall comply in all material respects with all laws, rules, regulations and orders of any governmental authority applicable to any part of the Collateral or to the operation of the Company's; provided , however , that the Company may contest any such law, rule, regulation or order in any reasonable ... | Label: Compliance With Laws |
66dc25c0-03c1-4a85-a3db-192b7ed99bb9 | Clause:
It is acknowledged by the parties hereto that all interest and other investment income earned on amounts on deposit in the Accounts for Federal, state and local income tax purposes shall be attributed to the Borrower. The Borrower shall be responsible for determining any requirements for paying taxes or reporti... | Label: Taxes |
e5ef5377-7519-456b-b07c-dcf8a61c6b92 | Clause:
The Employee and Company agrees to use the Laws of Texas to enforce the terms of this Agreement and the matter shall be heard in Harris County, Texas. Employee agrees to service and personal jurisdiction in Harris County, Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Jurisdictions |
e35635f2-7e28-4178-aaa5-0facaf22a84b | Clause:
The validity, interpretation and enforcement of this Amendment No. 12 and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or ot... | Label: Governing Laws |
83afec81-790d-484a-8554-ffc762c2550c | Clause:
The invalidity or unenforceability of any provision of this Agreement shall not affect any other provision hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shal... | Label: Severability |
9d5582f7-d3ea-4f7d-acab-289823546251 | Clause:
Borrower is not a party to any agreement or instrument or subject to any restriction which might adversely affect Borrower or the Property, or Borrower’s business, properties, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the performance, observance or fu... | Label: Agreements |
07fc506a-eb2d-48bc-be4d-9571bff1bb37 | Clause:
Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, then and in every such case, Collateral Agent, in addition to any rights now or hereafter existing under applicable law and under the other provisions of this Agreement, shall have all rights as a ... | Label: Remedies |
ed2e1664-f537-46c8-bd37-3519c915b09a | Clause:
The proceeds of the Loans shall be used (i) to refinance all existing Indebtedness of the Borrowers under the 2010 Note Documents, (ii) for the payment of fees, costs and expenses relating to the Loan Documents and the transactions contemplated thereby and ( iii ii ) for Permitted Acquisitions, Permitted JV Tra... | Label: Use Of Proceeds |
fc14e355-6ec5-4d97-a5b2-b0bd4bb60f41 | Clause:
Any notice or filing required or permitted to be given to the Company under the Plan shall be sufficient if in writing and hand-delivered, or sent by first class mail to the principal office of the Company, directed to the attention of the Administrator. Such notice shall be deemed given as of the date of deliv... | Label: Notices |
1c71d1ca-f968-4f0b-88f4-ed4e1b0634af | Clause:
THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO 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. SECTION 10.22 OF THE LOAN AGREEMENT IS HERE... | Label: Governing Laws |
7e03a824-e02d-4c7d-a6df-7fd55c1a35a0 | Clause:
The failure of the Company to insist upon the performance of any of the terms and conditions in this Agreement, or the failure to prosecute any breach of any of the terms or conditions of this Agreement, shall not be construed thereafter as a waiver of any such terms or conditions. This entire Agreement shall r... | Label: No Waivers |
43a2566c-5c67-4f57-ab9d-1edc173cc988 | Clause:
To the extent the Products contain, employ, utilize or otherwise involve any materials, device, software, or any other matter that may be the subject of or protected by any Intellectual Property Rights, Ecos hereby provides to Buyer a fully-paid, royalty-free, perpetual, sublicensable right and license to exerc... | Label: Intellectual Property |
d484091e-d422-460d-80a1-a7f193d8cdc8 | Clause:
The Board is authorized, subject to the provisions of the Plan, to establish, amend, and rescind such rules and regulations as it deems necessary or advisable for the proper administration of the Plan and to take such other action in connection with or in relation to the Plan as it deems necessary or advisable.... | Label: Interpretations |
6140f859-ceb4-44f8-b685-20f0fc46e807 | Clause:
As of the Closing Date, Schedule 5.11 sets forth (a) the name and jurisdiction of each Subsidiary, (b) the ownership interest of Holdings, the Borrower and any other Subsidiary in each Subsidiary, including the percentage of such ownership, and (c) the identity of each Subsidiary whose Equity Interests are requ... | Label: Subsidiaries |
1c7407e8-ee34-4590-bcb3-1d4cf7d321db | Clause:
The interpretation and enforcement of this Agreement shall be governed by the substantive law of the State of California, without the application of its conflict of law rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Governing Laws |
f1562b57-bb8d-4f53-a354-c6b19a3ebe7f | Clause:
This Subscription Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Governing Laws |
66100800-62a3-4796-9bdc-bcf7e6a7de36 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for ... | Label: Amendments |
ffc89567-9148-4df8-bd8f-2619bc79b6ab | Clause:
Any notice herein required or permitted to be given shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after ... | Label: Notices |
bb677615-1cfc-4e6a-9295-649a67de05e1 | Clause:
The Acquiree Company has all requisite authority and power (corporate and other), authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiree Company is a party, to consummate the transactions contemplated by this Agreement and each of the Tran... | Label: Authorizations |
80cf05cf-a65e-469b-8da3-bc9e9492fdcc | Clause:
(a) During the Term and thereafter, the Employee shall not make any oral or written statement or comment that disparages, diminishes or injures, or that a reasonable person would expect at the time such statement or comment is made to likely have the effect of disparaging, diminishing or injuring, the reputatio... | Label: Non-Disparagement |
b401133e-a1fa-4bee-9e86-ef73e07909dc | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile signature or other electronic imaging means, and all such signatures shall be effective as originals.
Task... | Label: Counterparts |
1c5bea07-3e8e-4dec-b7d3-16cbc71eff32 | Clause:
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict con... | Label: Construction |
c60c991e-06cc-44a2-8cca-ddfe2f10f389 | Clause:
Comply with all disclosure / filing requirements of applicable Law associated with entering into the Guaranty and the other Loan Documents, as applicable, and comply with all other requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in ... | Label: Compliance With Laws |
b3c2ec28-98cc-479b-b5d3-b196bd99f587 | Clause:
Each party consents to the other party’s use of the term MANITOWOC in trademarks, service marks, domain names, trade names or social media identifiers used by such other party in such other party’s Fields of Use. Each consenting party further agrees not to challenge, oppose or object to the use and registration... | Label: Consents |
edb9e354-e7f9-4bcd-83b9-c3cfdf2a90e9 | Clause:
The initial term of this Agreement shall commence on ____________ and shall end on ____________, unless further extended or sooner terminated as hereinafter provided. The term shall be automatically renewed for additional one-year periods unless the Company notifies the Executive three months prior to the end o... | Label: Terms |
fe7ff014-96e8-49d9-8041-b1bd4435c94b | Clause:
This Agreement, including its attached Exhibits, constitutes the entire employment agreement between Menzel and the Company regarding the terms and conditions of his employment, with the exception of those provisions of the 2008 Plan (and any predecessor plan) and related award agreements incorporated by refere... | Label: Entire Agreements |
2927d722-f29c-4443-bbb0-011066a6a419 | Clause:
Each Grantor covenants and agrees that it shall perform all covenants in this Section 4.03(b) .
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, Authorizat... | Label: Agreements |
40fe0fd6-a934-4263-97f2-99bef58c2902 | Clause:
The provisions of the AGP SERP may be amended at any time and from time to time by the Compensation/Pension Committee for any reason without either the consent of or prior notice to any Participant; provided, however, that no such amendment shall serve to reduce the benefit that has accrued on behalf of a Parti... | Label: Amendments |
c3d63446-4c52-4d2c-9c06-928d8027de14 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that, other than pursuant to any Debt Assumption effected in compliance with this Agreement, neither ADI nor any other Loan Party may assign ... | Label: Successors |
d681673d-f2bc-4716-8b54-023ced985487 | Clause:
This Agreement shall be construed, enforced, and interpreted in accordance with the laws of the State of Delaware without regard to conflicts of law provisions and principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Governing Laws |
a2f865a8-9045-4225-83d6-2742a1ef2295 | Clause:
In the event that the transactions contemplated hereby are not consummated, each party will keep confidential, not disclose and not use for its own benefit (and will cause its subsidiaries, employees, officers and directors to keep confidential, not disclose, and not use for their own benefit) any information, ... | Label: Confidentiality |
8c0cee2d-a9b4-43a1-b21e-7de859c9d8cf | Clause:
You agree to keep the existence and terms of this Agreement confidential (unless it is made public by the Company) provided that (1) you are authorized to make any disclosure required of you by any federal, state or local laws or judicial proceedings, after providing the Company with prior written notice and an... | Label: Agreements |
ffb30796-eec2-4672-b6c2-2ab5e80c6098 | Clause:
In the event of any merger, reorganization, consolidation, recapitalization, extraordinary cash dividend, stock dividend, stock split or other change in corporate structure affecting the Stock, the number of Restricted Stock Units subject to this Agreement shall be equitably and proportionately adjusted (withou... | Label: Adjustments |
94350dd5-1097-40f9-81bc-6bfac66ee669 | Clause:
This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or l... | Label: Terminations |
160d63bb-920a-45fa-afcd-f56b33ac6e27 | Clause:
The failure of Landlord or Tenant to insist in any one or more cases upon the strict performance or observance of any of the covenants, agreements or conditions of this Lease or to exercise any option herein contained shall not be construed as a waiver or a relinquishment for the future performance, observance ... | Label: Waivers |
9679db66-f5de-41e3-900d-c6ca923ae933 | Clause:
As an express condition precedent to the effectiveness of this Amendment, Company shall within 24 hours of execution of this Amendment, time being of the essence, pay $505,000.00 (the “ Payment Amount ”) to Investor by wire transfer of immediately available funds pursuant to the wire transfer information previo... | Label: Payments |
e9643366-a93f-4086-bcf0-405ee07fed07 | Clause:
No Loan Party shall directly or, to the knowledge of such Loan Party, indirectly use the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity... | Label: Sanctions |
7e0f6470-7bf7-4b16-9cb1-475ff1c0ad31 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) authorized shares of Common Stock, $ par value per share, of which shares are issued and outstanding; and (ii) Series A preferred stock - $.001 par value; 200,000,000 shares authorized; 474,000 shares issued and outstanding; a... | Label: Capitalization |
05237212-645f-4432-9b3e-c42d4d990a47 | Clause:
Headings and captions in this Mortgage are for convenience and reference only and the words and phrases contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of any of the provisions hereof.
Task: Classify this clause into ONE of these types... | Label: Headings |
f92e112f-2b1c-4ba6-905c-0e4101e7d588 | Clause:
IN THE EVENT THAT THE FOREGOING BINDING ARBITRATION PROVISION IS DEEMED UNENFORCEABLE, AND THUS LENDER AND BORROWER ARE REQUIRED TO LITIGATE IN COURT, LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES, WHETHER ARISING OUT OF OR RELATING TO THIS AMENDMEN... | Label: Waiver Of Jury Trials |
4fb985d0-15fb-4709-93a6-21b33f83196e | Clause:
All the accounts, books, registers, ledgers, the Company Board minutes and financial and other records of whatsoever kind of the Company have been fully, properly and accurately kept and completed; there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and they give and ... | Label: Books |
4a079b81-2ec7-4bfb-bf60-66297861ac39 | Clause:
Executive’s base salary shall be $215,000 per annum (the “ Base Salary ”), to be paid in accordance with the Company’s customary payroll practices. Executive’s Base Salary (as defined below) will be reviewed on an annual basis by the Compensation Committee of the Board (the “ Compensation Committee ”) and may b... | Label: Base Salary |
478c52e9-3fba-49b9-ba16-b2b47f9a4db2 | Clause:
The Borrower, the Lenders party hereto, the Administrative Agent and other parties party hereto agree that on the First Amendment Effective Date, the Credit Agreement shall be amended and restated in the form of the Amended and Restated Credit Agreement attached hereto as Exhibit A (the “ Amended and Restated C... | Label: Amendments |
31938d66-8837-4be9-ba9a-38faacaaa79a | Clause:
Your rights and obligations under this letter agreement are personal to you and may not be transferred by you by assignment or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Assignments |
b6cdceec-aa07-4926-8659-a7f762e983c3 | Clause:
All consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiar... | Label: Financial Statements |
3686fb92-35ea-41ad-9c8a-f458a01d62e2 | Clause:
The Borrower agrees to pay all losses, costs and expenses, including reasonable attorneys fees, in connection with the enforcement of the Note, the Loan Agreement and any other instruments and documents delivered in connection herewith sustained as a result of the occurrence of an Event of Default by the Borrow... | Label: Expenses |
c3455a5a-6939-4e4e-838e-81976721ee2c | Clause:
No Default or Event of Default presently exists and is continuing.
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, ... | Label: No Defaults |
db37de8e-d082-4c8f-a6f5-9ce073ffe2f4 | Clause:
Until this Mortgage is discharged in full, all of the covenants and conditions hereof shall run with the land and shall be binding upon the successors and assigns of Grantor, and shall inure to the benefit of the successors and assigns of the Bank. Any reference herein to “Grantor” or the “Bank” shall include t... | Label: Binding Effects |
656f9996-6de3-4208-90da-8092f103c71d | Clause:
Bank of America shall have received evidence that all boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the Loan Documents have been obtained.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Consents |
9c8f2031-7f61-4c78-be71-77f2be279155 | Clause:
EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PAR... | Label: Waiver Of Jury Trials |
9189c7c7-f7f0-4d6e-97cf-6d1ad6488fe7 | Clause:
Any notices required or permitted hereunder shall be sent using any means (including personal delivery, courier, messenger service, facsimile transmission or electronic transmission), if to the Key Person, at the address set forth below or such other address as the Key Person may designate in writing to the Com... | Label: Notices |
cef277e1-b0f8-432d-919c-d254021029e9 | Clause:
The occurrence of any ERISA Event (as defined below) that, when taken together with all other ERISA Events that have occurred, would have or would be reasonably expected to have a Material Adverse Effect: (i) the failure to meet the “minimum funding standard,” as such term is defined in Section 302 of ERISA and... | Label: Erisa |
f2939f98-463f-49f9-91fb-c29477bd74ad | Clause:
The Plan is binding on all persons entitled to benefits hereunder and their respective heirs and legal representatives, on the Committee and its successor and on the Company and its successor, whether by way of merger, consolidation, purchase or otherwise.
Task: Classify this clause into ONE of these types (ex... | Label: Successors |
7b3a477f-6e06-48bf-9ed9-129a204af34f | Clause:
Borrower shall have paid all Taxes and Other Charges (including any in arrears) relating to the Project to the extent due and payable 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, Appro... | Label: Taxes |
8fcdab26-be85-49f5-94df-454f189b33b7 | Clause:
To the knowledge of the Parent Borrower, each of Holdings, the Parent Borrower and its Restricted Subsidiaries has filed or caused to be filed all United States federal income tax returns and all other material tax returns which are required to be filed and has paid ( a ) all Taxes shown to be due and payable o... | Label: Taxes |
762726b9-0a70-4dff-9351-2f7aaa7bb18a | Clause:
The Company shall have the right to make, without prior approval, any SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby as is required by applicable law and regulations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Publicity |
fb21f70c-e08c-4624-9011-77e73ddb7f96 | Clause:
The SEC Reports contain a complete and accurate list of all material contracts relating to the Company’s Intellectual Property Rights to which the Company is a party or by which the Company is bound, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available s... | Label: Agreements |
76b6b83d-ad05-4a8f-8dec-af569c74cf3b | Clause:
Throughout the Employment Period, Company shall pay Employee as compensation for her services an annual base salary of not less than Three Hundred Twenty Four Thousand Five Hundred Dollars ($324,500), payable in accordance with Company’s usual practices. Employee’s annual base salary rate shall be reviewed by t... | Label: Base Salary |
ecdae8d9-63c0-4fe6-a27a-6d045daeefa1 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (... | Label: No Conflicts |
b7ce6762-ed4a-4f2b-bed3-8426d1e7a75e | Clause:
EACH OF THE LOAN PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUCCESSORS AND ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE “ RELEASING PARTIES ”), HEREBY ACKNOWLEDGES AND STIPULATES THAT AS OF THE DATE OF THIS AGREEMENT, NONE OF THE RELEASING PARTIES HAS ANY CLAIMS, CAUSES OF ACTION, DEMANDS OR LIABILITI... | Label: Releases |
c7c45d58-3288-44c2-a2fa-4fc69f772d0a | Clause:
Your employment will commence on January 6, 2016. You will report to the Chief Executive Officer and be responsible for the supervision and control of all merchandising, marketing and supply chain activities of the Company and will have such other duties as the Chief Executive Officer may reasonably determine.
... | Label: Duties |
0cabe170-f3f4-4677-b56c-1618a9ed0a27 | Clause:
The Company shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, d... | Label: Indemnifications |
1002b78c-15b7-44bf-b359-046a615d36ed | Clause:
Interest on Loans, Letter of Credit fees, Related Expenses, and commitment and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Fees |
bec6d31f-6f4c-40ea-980c-e8a763f578af | 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 unenfo... | Label: Severability |
0f332146-d000-478f-b5e5-52a20719b7bc | Clause:
The Company shall deduct from all payments made hereunder all applicable federal or state taxes required by law to be withheld from such payments.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Taxes |
d68d721e-20b0-41ca-87c5-53c697f2bd90 | Clause:
Neither the execution, delivery or performance of this Agreement nor the consummation by such Member (or any of its Affiliates) of the transactions contemplated hereby (i) does or will conflict with, violate or result in a breach of (or has conflicted with, violated or resulted in a breach of) any of the terms,... | Label: No Defaults |
6b6b6115-f9b2-4fc1-b147-1a648b64d70b | Clause:
Other than Sandler O’Neill + Partners, L.P., neither the Seller nor the Company has any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Brokers |
3ef45e86-90ff-4cff-94c5-299d920c6c7e | Clause:
Any notices, requests, demands and other communications provided for by this Transition Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive... | Label: Notices |
707b0422-3039-4793-8aa0-aea6a84afe87 | Clause:
As among the Fixed Assets Claimholders, the Applicable Collateral Agent (acting at the direction of the Applicable Representative), shall have the right, but not the obligation, to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and t... | Label: Insurances |
62f3af5f-5620-4edc-81b5-70939be27e66 | Clause:
Parent has no knowledge: (a) that any Plan is in noncompliance in any material respect with the applicable provisions of ERISA or the Internal Revenue Code; (b) of any pending or threatened litigation or governmental proceeding or investigation against or relating to any Plan; (c) of any reasonable basis for an... | Label: Erisa |
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