id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
aa7c2d60-223e-4d17-92d2-cba75194eecb | Clause:
Neither the execution of the Buyer Documents, nor the consummation by Buyer of the transactions described in this Agreement, will (a) violate any provision of the organizational or governing documents of Buyer, (b) violate any Applicable Law to which Buyer is subject, or (c) result in a violation or breach of o... | Label: No Conflicts |
53907b6a-4fc9-4bc8-ba59-21b63d3ccf42 | Clause:
The Company agrees to pay the fees set forth on Schedule 1 to each Term Sheet and in the Fee Letter to Wells Fargo, in immediately available funds, as and when indicated therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Fees |
79fba9b2-0d17-43b3-a24b-59d8f6fbd61d | Clause:
By accepting this Award, Participant expressly warrants that he or she has received an Award of Performance Share Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by... | Label: Amendments |
79d1f883-2ce3-41b9-9481-81a6c98e900a | Clause:
The Administrative Agent and each Lender agrees to hold any confidential information which it may receive from the Borrower in connection with this Agreement in confidence, except for disclosure (i) to its Affiliates and to the Administrative Agent and any other Lender and their respective Affiliates (it being ... | Label: Confidentiality |
adda3c23-ece2-4ff0-915e-ecb8a9ae0c0c | Clause:
All trademarks, trade names and service marks necessary to the business of Borrower as presently conducted or as Borrower contemplates conducting Borrower’s business are in good standing and, to the extent of Borrower’s knowledge, uncontested. To the Borrower’s knowledge, Borrower has not infringed, is not infr... | Label: Intellectual Property |
e63ce49f-45bd-4acd-8dc0-4376ad1f150a | Clause:
This Third Amendment constitutes the valid and binding obligation of Borrower enforceable in accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (b) the availability of equitable remedies may be l... | Label: Enforceability |
248cec04-4219-4381-a3c7-8e1c434513f7 | Clause:
Contractor may employ Subcontractors to perform any of the operations or services to be provided or performed by it without the approval of Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: General |
efde8492-1760-4a19-9e40-784f1414a153 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION D I RECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOC U MENTS. EACH PARTY HERETO (A) CERTIFIES TH... | Label: Waiver Of Jury Trials |
49ce4b53-f844-45b3-9148-8158ff776702 | Clause:
During the Employment Period, the Executive’s base salary shall be $300,000 per annum, or a higher amount per annum if the Board, in its sole discretion, should increase Executive’s base salary (the “Base Salary”). The Base Salary shall be payable in regular installments in accordance with the Company’s general... | Label: Base Salary |
6cbcb7d3-b83c-4a09-a0d9-2a59a75f9271 | Clause:
Maintain with financially sound and reputable insurance companies such insurance as may be required by law and such other insurance in such amounts and against such hazards as is customary in the case of reputable corporations engaged in the same or similar business and similarly situated.
Task: Classify this ... | Label: Insurances |
c4a5e9b8-3c7b-4492-a001-9efc86dac606 | Clause:
EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACT... | Label: Consent To Jurisdiction |
6f64847e-365a-498d-945c-b19d7be5de23 | Clause:
All information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of each Loan Party to Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or theret... | Label: Disclosures |
63b19b31-db64-4da8-9934-02f65c07185a | Clause:
All notices (including, without limitation, any notice of termination or breach) and other communications from any Party hereunder shall be in writing and shall be deemed to have been duly given if personally delivered by courier service, messenger, email, or facsimile to the other Parties at the applicable add... | Label: Notices |
06683ef6-75f4-4a6a-8a8b-4f45b4c9e232 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings ... | Label: Governing Laws |
3f9387f1-0f92-47b2-be30-02a0e6aa9ad7 | Clause:
The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation, construction, or enforcement of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Headings |
3da971f7-579d-4431-9843-3bd2c406a4f6 | Clause:
In the event of any dispute between the parties, including but not limited to any claims arising from or related to this Agreement or the termination of this Agreement, any claims related to Executive's employment or the termination of the Executive's employment, or any claims arising under the state and federa... | Label: Arbitration |
d8ee8c4e-aaa8-4444-8164-02d15066a123 | Clause:
In addition to the accounts and records referred to in subsection (a), each Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters of Credit and ... | Label: Participations |
e41b5551-e9f5-4eea-a6e0-7e669c7864bf | Clause:
Schedule 6.8 sets forth the name, the identity or corporate structure and the ownership interest of each direct or indirect Subsidiary as of the Effective Date. As of the Effective Date, the Borrower does not have any Subsidiaries other than the Subsidiaries identified in Schedule 6.8 (and such Schedule 6.8 sha... | Label: Subsidiaries |
eee29f03-8aea-4147-8157-9e6ef0bc5c44 | Clause:
Any notice or other communication in connection with this Warrant shall be deemed to be given if in writing addressed as hereinafter provided and actually delivered at such address: (a) if to any Holder, at the registered address of such holder as set forth in the Warrant Register kept at the office of the Comp... | Label: Notices |
d38f08f8-e22a-438d-b1a1-f397e46506b6 | Clause:
The financial and operating statements of the Hotel provided by Seller to Purchaser for fiscal years 2013, 2014 and 2015 and year to date through March, 2016 are true and correct copies of the documents used in connection with the reporting by Seller to its clients and investors. To Seller’s Knowledge, all such... | Label: Financial Statements |
6ffc340e-ccbf-443f-b0ca-eb23096a9117 | Clause:
Pursuant to Section 24 of the Lease, GKF shall be permitted at any time to assign any and all of its rights and obligations under the Lease to its wholly-owned subsidiary, provided that such all of such assigned obligations shall be guaranteed by GKF.
Task: Classify this clause into ONE of these types (exactly... | Label: Assignments |
df7bddbd-1a16-433e-b576-0d123e77fc0d | Clause:
If a Forfeiture Event has not occurred and a Change in Control occurs prior to the final Vesting Date and the Grantee’s employment is terminated by the Company without Cause or by the Grantee for Good Reason, in either case within 12 months following the date of such Change in Control, then the number of unvest... | Label: Change In Control |
04eee43b-da80-4782-ad6a-d2004535e39f | Clause:
This Amendment may be executed in any number of counterparts, including facsimile and scanned versions, each of which when so executed shall be deemed an original and all of which shall constitute together one and the same instrument, and shall be effective upon execution by all of the parties.
Task: Classify ... | Label: Counterparts |
c578bcaa-b2e5-492d-ab83-23f518887e88 | Clause:
Upon Executive’s death while Executive is an employee or consultant of the Company, then (i) employment hereunder shall automatically terminate, (ii) all of Executive’s Company stock options and restricted stock shall immediately accelerate vesting as to 50% of the then unvested shares, and all subsequent vesti... | Label: Death |
03473ee4-a7c0-427b-913e-8903d87e3c2f | Clause:
If any provision of this Settlement Agreement is declared invalid by any tribunal, then such provision shall be deemed automatically adjusted to the minimum extent necessary to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this Settlement A... | Label: Severability |
ee44ffc9-d03d-4048-bd86-1c638143bba5 | Clause:
Subject to Section 7(a) and Section 8(b), payment for Vested Performance Shares will be made in Common Shares (rounded down to the nearest whole Common Share) between January 1, 2019 and March 15, 2019.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: General |
e63c1dc6-300b-4745-8554-773ffbf00a94 | Clause:
These Terms and Conditions, the Notice, the terms of the Plan and any applicable, superseding terms of the Grantee’s employment agreement constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter hereof.
Task: Classify this clause... | Label: Entire Agreements |
47e21753-d020-4ccc-8e74-e2539bfb012a | Clause:
Except as disclosed to Lender in writing, there is no claim, suit, litigation, proceeding or investigation pending or threatened against or affecting the Obligors. The Obligors will promptly inform Lender in writing of any claim, proceeding, litigation or investigation in the future threatened or instituted by... | Label: Litigations |
bd33c8d6-c800-4be4-9d12-5da86ad68889 | Clause:
Any amounts payable to any Indemnified Parties under this Agreement shall become due and payable within the Demand Period, and shall bear interest at the Default Rate from the expiration of the Demand Period until paid in full. Wherever pursuant to this Agreement it is provided that Indemnitor pay any costs and... | Label: Interests |
1808e946-7103-4d9e-8560-d08bc808d2a0 | Clause:
This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Nevada.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Applicable Laws |
ab278d39-c4e1-4c38-a791-e786bb04eea3 | Clause:
The interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws. The Holder may only exercise his or her rights in respect of the Plan to the extent that it would be lawful to do so, and the Company ... | Label: Governing Laws |
9537ad37-db3f-4beb-b8f2-5df5f017721c | Clause:
Upon the request of Wells Fargo, and at the expense of Wells Fargo (unless such cooperation is related to a breach by Client), Client will cooperate with Wells Fargo to the extent Wells Fargo may reasonably deem necessary in protecting its ownership interest in the Cash and in the payments from Servicers for Di... | Label: Further Assurances |
e6ee83a1-6bc8-4089-b4b0-d3721f288878 | Clause:
The Recipient shall be responsible for all sales or use Taxes imposed or assessed as a result of the provision of Services by Provider.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Taxes |
f22bcfc7-3a82-451a-a69f-8f24cfc5a408 | Clause:
All capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Defined Terms |
eaf7f833-7f39-41ab-9a8c-363481c929ef | Clause:
The Company has no direct or indirect 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 and all Liens, and all ... | Label: Subsidiaries |
e3ffccd0-e5f5-4762-bec0-73f2aec45040 | Clause:
Any failure by the Company to enforce any provision of this Agreement shall not in any way affect the Company’s right to enforce such provision or any other provision at a later time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: No Waivers |
ce653c57-9b75-426a-a13b-6cc42c18db62 | Clause:
The Charter of Company, dated April 5, 2007, as amended by the Articles of Amendment to the Charter dated November 15, 2007, June 17, 2010, September 26, 2011, September 27, 2011 and March 10, 2015, authorizes Company to issue 20,000,000 shares of common stock and 1,000,000 shares of preferred stock. As of June... | Label: Capitalization |
4940cef8-9cf5-4ad7-aa00-36f4fe7adb88 | Clause:
The provisions of this Note shall be binding upon the Applicant, its successors and assigns and shall inure to the benefit of Holder, its successors and assigns. If any provision of this Note shall, to any extent, be held invalid or unenforceable, then only such provision shall be deemed ineffective and the re... | Label: Miscellaneous |
414f3e5e-d79f-4748-a624-7c8213e8ac93 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Articles of Incorporation or the Compan... | Label: No Conflicts |
a8f31c10-9eef-4545-be6e-9b88d35da802 | Clause:
This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns except that this Agreement shall only enure to the benefit of permitted successors and assigns of Fortress.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Benefits |
51dd4006-7b22-4b11-aa6d-cd2b905d61ec | Clause:
The invalidity or unenforceability of any provisions hereof shall in no way affect the validity or enforceability of any other provision.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Severability |
caf3ae79-bfe2-49e4-9883-5c681853394c | Clause:
The Participant represents that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the grant of Restricted Cash and that the Participant is not relying on the Company for any tax advice. The Company makes no warranties or representations whatsoever to the P... | Label: Taxes |
bc7cefef-f3a2-4169-b89d-de95bdac6dbc | Clause:
No Default or Event of Default exists or would result from the incurring of any Obligations by any Credit Party or the grant or perfection of Agent’s Liens on the Collateral. No Credit Party and no Subsidiary of any Credit Party is in default under or with respect to any Contractual Obligation in any respect w... | Label: No Defaults |
4f1e8a68-4978-4702-8d20-bf8f8b58b335 | Clause:
No person shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award. The Committee’s determination under the Plan (including, without limitation, determination of the Eligible Employees who shall be granted Awards, the form, am... | Label: Participations |
f365ccf7-794e-4b0f-a190-80e2396239d3 | Clause:
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application of such provision to any Person or any circumstance, is inval... | Label: Severability |
b424a894-6ad1-434d-bd8b-ba16100e4b99 | Clause:
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY A... | Label: Submission To Jurisdiction |
d7754196-2f6c-4a8a-8f7b-ca56f7192755 | Clause:
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9.4 of the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Notices |
802a6c67-9840-4791-9779-001c1328bf47 | Clause:
References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Master Repurchase Agreement . Whenever used in this Agreement, the following terms shall ... | Label: Definitions |
1921fd77-89cd-402d-90a9-9b25583b280e | Clause:
If part or all of any of the provisions of this Policy shall be held or deemed to be or shall in fact be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering any other parts of the provision at issue or other Policy provisions invalid, in... | Label: Severability |
4e8f09c3-a9a9-4efd-8afe-5d9ce41c984f | Clause:
Notwithstanding anything to the contrary contained herein, this Agreement may not be modified, amended, or supplemented, nor shall any provision or requirement hereof be waived, without the prior written agreement signed by both (a) the HERO Entities and (b) the Requisite Consenting Lenders; provided , that not... | Label: Amendments |
134255d7-45dd-4cd6-83f7-12946d7e72aa | Clause:
If, as a result of Executive’s incapacity due to physical or mental illness or disability, Executive shall have been incapable of performing his duties hereunder even with a reasonable accommodation on a full-time basis for the entire period of four consecutive months or any one hundred and twenty (120) days in... | Label: Disability |
33bb6867-4542-4b16-91f9-66ad7c2a28b7 | Clause:
In the event that you violate the terms of this Section 10, you understand and agree that in addition to the Company’s rights to obtain injunctive relief and damages for such violation, any and all rights to the Award under this Agreement, whether vested or unvested, shall be forfeited and extinguished.
Task: ... | Label: Forfeitures |
2fd838e5-693b-45c6-bb0e-9c8ca6cd3419 | Clause:
This Agreement shall become effective and binding upon each Party upon the execution and delivery by all Parties of an executed signature page hereto and upon the execution of the Plan Support Agreement by all parties thereto; provided that this Agreement shall only become effective and binding on the Debtors u... | Label: Effectiveness |
bf6cb6eb-69fa-4d16-b001-fd110dce0df4 | Clause:
During the Term, you will receive a base salary at the rate of $525,000 per annum (“ Base Salary ”), paid in accordance with Company’s ordinary payroll practices. Your normal place of work will be in the Company’s Cambridge, Massachusetts office.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Base Salary |
f5b4c46b-2a4a-433e-8064-5959b982ea1a | 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 |
6d848109-ddb7-4a40-add3-72320f0757bc | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic (i.e.... | Label: Counterparts |
b67ac12b-5dc4-48f1-ab51-e0d806404515 | Clause:
Notice of any meeting of the Managers shall be sent to all Managers and shall be given no fewer than 10 days and no more than 30 days prior to the date of the meeting. Notices shall be delivered in the manner set forth in Section 12.2. The attendance of a Manager at any meeting shall constitute a waiver of noti... | Label: Notices |
8c209e7d-194b-47ad-9259-7502ed33ddb9 | Clause:
This Third Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts when taken together shall constitute but one and the same Third Amendment. Signatures to this Third A... | Label: Counterparts |
013b0227-bc60-4e50-8ed7-05e144c7c639 | Clause:
All payments pursuant to this Agreement shall be subject to normal withholdings as required or authorized by state, federal and local law. When amounts must be paid under this Agreement in two or more installments, each installment shall be treated as a separate payment for purposes of I.R.C. § 409A. These paym... | Label: Payments |
49010184-ea42-4786-a10d-f34deef9d890 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower Representative or the Administrative Agent, sell participations to any Person (other than a natural Person, a known Defaulting Lender or either Borrower or any of such Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) ... | Label: Participations |
a7e85b74-b318-4677-b9a8-095edc843840 | Clause:
The execution, delivery and performance by the Seller of each Transaction Document to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default under (A) any applicable law, rule or regulation,... | Label: Authorizations |
ee731bd0-e9f3-4b5c-803e-7e5e487ef506 | Clause:
Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of Holdings, the Borrower and its Subsidiaries has timely filed Tax returns and reports required to be filed, and have timely paid all Taxes (including satisfying its withholding tax... | Label: Taxes |
935a8a5f-de3b-48ad-b508-05a174253438 | Clause:
This Amendment constitutes and contains the entire understanding and agreement of the parties respecting the subject matter hereof and cancels and supersedes any and all prior or contemporaneous negotiations, correspondence, understandings and agreements between or among the parties, whether oral or written, re... | Label: Entire Agreements |
5ad010ac-70e3-4e04-a52a-224c0f05b795 | Clause:
Gaffney will be available to provide consulting and advisory services to the Company for a term of one month commencing on January 1, 2016; provided , that , on the last day of such one-month period, and on the last day of each subsequent one-month period, the term shall automatically extend for one additional ... | Label: Terms |
d9f452ce-2c2b-42f6-9239-2e6b26b2fd20 | Clause:
Except as otherwise specifically provided in any of the Loan Documents, each of the Guarantors hereby waives promptness, diligence, protest, notice of protest, all suretyship defenses, the benefit of discussion, the benefit of division, notice of acceptance and any other notice with respect to any of its Guaran... | Label: Waivers |
f341f094-16d0-4ec9-b3a3-9dcf487cd563 | Clause:
The Company (a) is a corporation duly incorporated and validly existing under the laws of the State of Indiana, (b) has all corporate power and authority and all material governmental licenses, authorizations, consents and approvals required to own or lease its assets and carry on its business as now conducted ... | Label: Powers |
3a47b5f7-1bc0-46aa-ac18-b0cb783689bc | Clause:
The Restricted Stock is restricted in that it may not be sold, transferred or otherwise alienated or hypothecated until the restrictions enumerated in this Agreement and the Plan are removed or expire as contemplated in Section 4 of this Agreement. The Restricted Stock is also restricted in the sense that it ma... | Label: Forfeitures |
e6a19647-f600-4b80-b6d8-135558b37099 | Clause:
The Article, Section and Subsection headings contained herein are for convenience and reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Headings |
b06f32bb-5567-4a2d-817e-06706068daf1 | Clause:
No Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.12 (and if such Subsidiary is also an Unrestricted MSB Subsidiary, it is designated as such on such Schedule) and all of the outstanding Equity Interests in such Persons have been validly issued, are fully paid ... | Label: Subsidiaries |
a2aae184-62d1-405b-9fcf-20b578bd45f5 | Clause:
Since June 24, 2016, no Material Adverse Effect has occurred. No Default or Event of Default 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, Arbitration, Assignments, A... | Label: No Defaults |
bee7ada1-03a1-4817-8af3-6953f916b912 | Clause:
If, due to physical or mental illness, Executive shall be disabled so as to be unable to perform substantially all of his duties and responsibilities hereunder, which disability lasts for more than an uninterrupted period at least 180 days or a total of at least 240 days in any calendar year (as determined by t... | Label: Disability |
d4dab7ab-abc4-476e-8f4b-baa236198c73 | Clause:
If a Participant has divorced his or her Spouse, all or a portion of his or her Account may be allocated to his or her former Spouse.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: General |
153fa8b0-b7cb-4601-8855-3fdd2ec64623 | Clause:
If Company Stockholder is a legal entity, Company Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. If Company Stockholder is a natural person , Company Stockholder has the legal capacity to enter into this Agreement. If Compan... | Label: Authority |
9920e76f-db89-4881-8f76-e1bc43e07d78 | Clause:
This Agreement shall be governed by and construed under the laws of the State of Oregon, without regard to the choice of law principles applied in the courts of such state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Governing Laws |
e74ab282-fa72-416c-80c2-dbdc0ea2a3ac | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of Parent as provided in Section 9.01 of the Credit ... | Label: Notices |
b8a61a52-d015-4b48-9e9e-adb53d92d5d1 | Clause:
Administrative Agent (at the direction of the Majority Lenders, in their reasonable discretion) may remove from time to time, any one or more of the Independent Consultants for cause and appoint replacements reasonably acceptable to Borrower. Notice of any replacement Independent Consultant shall be given by Ad... | Label: Fees |
633d711a-5d1c-41dc-96ae-a63a80ef327a | Clause:
Except as set forth on Schedule 2(b)(6) , Borrower shall not enter into or consummate any transaction of any kind with any of its Affiliates other than: (i) salary, bonus, severance, employee stock option and other compensation, consulting and employment arrangements with directors or officers in the ordinary c... | Label: Transactions With Affiliates |
738ba6d9-3a94-4cf3-aeb5-1a70570795f2 | Clause:
This Amendment shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Maryland, without reference to the principles of conflicts of law of Maryland or any other jurisdiction, and where applicable, the laws of the United States.
Task: Classify this clause ... | Label: Governing Laws |
5fd7adbb-8eeb-43ed-bd9b-9afd63212ead | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT... | Label: Waiver Of Jury Trials |
b7bf2420-cd05-4f4c-85ec-3a15e154fe52 | Clause:
(a) Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) shall have the meanings assigned to them in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Defined Terms |
343e470a-9400-4070-8d65-6f2ff04cf084 | Clause:
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the ad... | Label: Notices |
8818c2ce-28e8-4096-b4b7-88b33e01d4e1 | Clause:
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and/or the Guarantors and the Initial Purchasers, or any of them, with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Integration |
014b2753-8c97-46b1-a2c7-e8157527cbb2 | Clause:
The parties hereto represent and acknowledge that in executing this letter agreement they do not rely and have not relied upon any representation or statement made by the other party or by any of the other party’s employees, directors, agents, attorneys, or representatives with regard to the subject matter, or ... | Label: Modifications |
60cba990-12ef-47b8-add7-e04476174ad5 | Clause:
This Agreement shall be binding upon and inure to the benefit of successors and permitted assigns of the parties. This Agreement may not be assigned, nor may performance of any duty hereunder be delegated, by either party without the prior written consent of the other; provided, however, the Company may assign ... | Label: Successors |
edb1565d-9ebb-4987-b291-de087e3aa8f1 | Clause:
All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the making of the Loans shall have been obtained and shall be in full force and effect.
Task: Classify this clause into ... | Label: Approvals |
bfc26fdf-a9ca-40e6-993e-ea029cd1ef90 | Clause:
Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Holdings, the Borrower each Loan Party and each of the subsidiaries owns, or possesses the right to use, all of the patents, trademarks, service marks, trade names, copyrights, m... | Label: Intellectual Property |
7ec351fa-81c1-4014-a458-9bb6f972887a | Clause:
Borrower shall keep and maintain or shall cause to be kept and maintained on a calendar year basis, in accordance with the requirements for a Special Purpose Entity set forth herein and GAAP (or such other accounting basis acceptable to Lender), proper and accurate books, records and accounts reflecting all of ... | Label: Records |
eb96435c-2211-4958-ad54-41ffa11e2c9e | Clause:
The obligations of the parties pursuant to Sections 3.11, 4.2 and 4.3 (if applicable), 5 through 9, 13, 16, 17, 18, 21, 22, 23 and 25 , as applicable, shall survive the Executive’s Termination of Employment hereunder for the period designated under each of those respective sections.
Task: Classify this clause ... | Label: Survival |
2c89d7fb-1c55-4c9c-be4e-467d2352a63f | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland applicable to contracts made and performed wholly within the State of Maryland, without giving effect to the conflict of law provisions thereof. Any suit, action or proceeding with respect to this Agr... | Label: Governing Laws |
1feb7999-5688-4aa0-a366-dc19169bdad3 | Clause:
Except for the security interest in the Collateral granted to the Noteholder Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns the Collateral (or either owns or has a license to, in the case of Intellectual Property Collateral) and, as to C... | Label: Titles |
e1f517fc-d0f1-445b-8415-3fdb959a68c6 | Clause:
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Task:... | Label: Counterparts |
40252aa7-a54d-4753-8ae3-b56630313c9b | Clause:
Executive’s base salary shall increase from Two Hundred Thousand Dollars ($200,000.00) per calendar year to Two Hundred Fifty-five Thousand Dollars ($255,000.00) per calendar year, pro-rated for any period less than twelve (12) months. Executive’s salary will be paid in accordance with the Company’s customary p... | Label: Base Salary |
2a4d8d85-3966-4e3a-a128-4caf08e5e6d5 | Clause:
Paragraph headings used herein, are for convenience only and do not constitute part of this Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authori... | Label: Headings |
4a909173-0245-43a6-9dbb-61b292d783da | Clause:
The provisions of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to the conflict of laws provisions of any jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Applicable Laws |
73939919-f23a-4944-aab5-640185209a7e | Clause:
Evidence of the existence, organization, and authority of Seller and the authority of the person executing documents on behalf of Seller reasonably satisfactory to Purchaser, the Escrow Agent, and the Title Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Authority |
9e1c7400-3cdd-45b2-af34-a4319b9f6408 | Clause:
If required by applicable securities laws or order of a securities regulatory authority, stock exchange or other regulatory authority, OWNER will execute, deliver, file and otherwise assist BRKO in filing such reports, undertakings and other documents as may be required with respect to the issuance of the Excha... | Label: Cooperation |
28f3cbec-21ab-4c4a-9784-d35ff101fa88 | Clause:
In addition to the Late Charge, Tenant agrees to pay Landlord interest in the amount of 12% of any installment of the Monthly Payment not paid when due, but in no event more than the interest charge allowed by law. This provision for Late Charges and any interest charge shall be in addition to all other rights ... | Label: Interests |
b2e42a14-7829-45b9-bc4e-f468efb1a502 | Clause:
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a) of the Securities Exchange Act of 1934, as amended (“ Exchange Act ... | Label: Indemnifications |
6418dfed-ddd6-49fd-bc7c-a8324355600c | Clause:
Purchaser agrees upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Further Assurances |
87018b27-b647-4873-8426-ece3d4b4f638 | Clause:
Matters . The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning simi... | Label: Insurances |
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