id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
59b7563f-67bb-4bf0-a205-a4c4fbd5514b | Clause:
All material governmental and third party approvals necessary in connection with the Transactions shall have been obtained and be in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Approvals |
47fd2f7a-a434-4a18-9d57-5fe82c92ac21 | Clause:
Seller has good and marketable title to the Original Note, free and clear of all liens, restrictions, pledges, and encumbrances of any kind. The Seller is not now, and has not been during the preceding 90 days, an officer, director, 10% or more shareholder of the Company or in any other way an "affiliate" of Co... | Label: Titles |
09180447-4a18-4b3d-b427-343d2a3800e4 | Clause:
This Agreement may be executed in one or more counterparts (delivery of which may be by facsimile or via e-mail as a portable document format (.pdf) or other electronic format), each of which will be deemed to be an original, and it will not be necessary in making proof of this Agreement or the terms of this Ag... | Label: Counterparts |
96fd6b6f-e8f5-40a2-9134-cf7c4e1d241a | Clause:
Except as provided in Section 10 , any other dispute arising out of or asserting breach of this Agreement, or any statutory or common law claim by the Executive relating to the Executive’s employment under this Agreement or the termination thereof (including any tort or discrimination claim), shall be exclusive... | Label: Arbitration |
6b031fbe-0800-4809-821b-4a32420f5f30 | Clause:
The Administrative Agent may sell the Collateral without giving any warranties or representations as to the Collateral. The Administrative Agent may disclaim any warranties of title or the like. Each Grantor agrees that this procedure will not be considered to adversely affect the commercial reasonableness of a... | Label: Warranties |
38ef64e9-395b-4bc3-8678-d157e816af38 | Clause:
Employee’s employment under this Agreement shall commence on the Commencement Date and will end on the date (the “Initial Expiration Date”) that is the second anniversary of the Commencement Date, unless terminated sooner under the provisions of this Article, or extended under the terms of this Section. If neit... | Label: Terms |
87cdb23e-63f2-460d-9d72-ea01220ae4db | Clause:
This Agreement shall be governed by the internal law of the State of Texas.
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, B... | Label: Governing Laws |
00940528-7341-45bc-8333-78e3a908d43a | Clause:
Such Investor understands that the Notes, Warrants and Warrant Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements,... | Label: General |
95a80aaf-ee9a-48d5-8eae-9213372255ed | Clause:
During the term of Executive’s employment, Executive shall be entitled to receive reimbursement for all reasonable employment expenses incurred by Executive in accordance with the policies, practices and procedures of the Company, including, without limitation, expenses for travel and similar items related to s... | Label: Expenses |
0e93104a-2e1a-4e8b-ab97-eecc6aa02e50 | Clause:
The validity, construction and effect of this Agreement shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or any other rule of law that would result in the application of the law of any jurisdiction other than the laws of the State of New York.
Tas... | Label: Governing Laws |
97e05445-5d49-44c1-9809-58dcb07760c1 | Clause:
Upon the occurrence, and during the continuation, of an Event of Default, TDG may, in its sole and absolute discretion, elect to exercise any and all rights and remedies that TDG may have under this Agreement, under contract, at law or in equity, all of which are expressly reserved and authorized by BDI Group, ... | Label: Remedies |
20fb1911-a33a-4605-b956-8819b72010f6 | Clause:
Each Loan Party and its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property necessary to its business as currently conducted, and the use thereof by each Loan Party and its Subsidiaries does not infringe upon the rights of any other Person ,... | Label: Intellectual Property |
e77b1f35-c553-4b8c-af7c-32392936dcc9 | Clause:
Landlord and Tenant each warrant to the other that the person or persons executing this Third Amendment on its behalf has or have authority to do so and that such execution has fully obligated and bound such Party to all terms and provisions of this Third Amendment.
Task: Classify this clause into ONE of these... | Label: Authority |
510db008-019a-40c8-a2df-f28eb50ea8e6 | Clause:
Executive agrees to provide assistance to and cooperate with the Company upon its reasonable request with respect to matters within the scope of Executive’s duties and responsibilities during the Restricted Period. During such Restrictive Period, the Company shall, to the maximum extent coordinate or cause any ... | Label: Cooperation |
102d26c5-e0a7-450b-9406-204034c7298f | Clause:
Subject to Sections 2(b) and 2(c), one share of common stock of the Company (the “Common Stock”) shall be issuable for each Unit subject to the Award (the “Shares”) upon vesting. Immediately thereafter, or as soon as administratively feasible, the Company will deliver the appropriate number of Shares to the Dir... | Label: General |
ec0740c2-18c5-40c8-b612-102b830a8ef3 | Clause:
Executive acknowledges and agrees that the covenants set forth in this Section 7 hereof are reasonable and valid in geographical and temporal scope and in all other respects. If any of such covenants or such other provisions of this Agreement are found to be invalid or unenforceable by a final determination of ... | Label: Severability |
5e78f765-c339-400e-bc9c-3e52794898b0 | Clause:
The Term shall terminate in the event of Executive’s death. In such event, Executive’s estate shall be entitled upon Executive’s death to (i) any amounts earned, accrued or owing but not yet paid, which amounts shall be paid within thirty (30) days following such Termination of Employment; and (ii) any other be... | Label: Death |
608f6d6b-39f7-4961-9524-6fff11f83364 | Clause:
This Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws . Except as otherwise provided in this Agreement, any action or proceeding arising out of or relating to this Agreement shall be brought in the U.S. federal courts within the State of Delawar... | Label: Governing Laws |
9f462e4d-fc5e-4060-84af-b96aedb48fd9 | Clause:
This Agreement is an amendment and restatement, in its entirety, of the Loan Agreement entered into as of October 12, 2010, between the Bank and CSN Stores LLC, now known as Wayfair LLC, and any indebtedness outstanding thereunder shall be deemed to be outstanding under this Agreement. Nothing in this Agreemen... | Label: Amendments |
9b45fd75-2f6b-4cf6-ba50-9fbd5643e2f7 | Clause:
This Agreement may be executed in more than one counterpart, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. Facsimile or photographic copies of originally signed copies of this Agreement will be deemed to be originals.
Task: Classify this ... | Label: Counterparts |
1987bb5e-8e56-4a14-b7bc-ed568896b73d | Clause:
The Common Stock to which the Performance Units covered by this Award relate will be subject to adjustment as provided in Article X of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Adjustments |
f9f8c1b5-db28-470d-a1f7-41e8c5eea136 | Clause:
If, as a result of an Other Requirement, any Gross Revenues of a Facility are not available to held and applied as contemplated by Sections 3.01 and 3.02 of this Agreement: (i) the Gross Revenues and Facility Expenses of, and the Invested Capital related to, such Facility shall nonetheless be taken into account... | Label: Adjustments |
9cd14001-ea9d-4501-ba20-6daa926787bb | Clause:
The Borrower has complied in all material respects with all Applicable Law to which it may be subject (including, without limitation, all applicable predatory and abusive lending laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit o... | Label: Compliance With Laws |
9b47266f-c10a-4f53-b221-0b4dc38ab320 | Clause:
Meetings of the Partners may be called by the General Partner. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven (7) days or more than thirty (30) days prior to the date of such meeting. Partners may vote in person or ... | Label: General |
bd52c030-e81a-4704-9717-c38bf0d7124a | Clause:
Each Credit Party and its Subsidiaries has timely filed or caused to be timely filed all material Tax returns and reports required to have been filed (and all such Tax returns are true complete and correct in all material respects) and has paid or caused to be paid all material Taxes required to have been paid ... | Label: Payments |
d16e4609-18f7-4667-97b9-7dca32514984 | 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, the Option shall, to the extent not then vested and not previously forfeited, immediately become fully vested and exercisable. Additionally, in c... | Label: Change In Control |
8b6f1fad-9dd9-4b27-9705-a88d36d014a2 | Clause:
None of the representations and warranties made by Purchaser, nor any statement made in any schedule, exhibit, certificate or other document furnished to the Seller as stated or provided for in this Agreement, contains, or will contain, any untrue statement of a material fact, or omits, or will omit, to state a... | Label: Disclosures |
58ba6d0c-4eca-4139-b8e4-a0242d8f7c7e | Clause:
This Eighth Amendment shall be binding upon and inure to the benefit of the Administrative Agent, the Borrower, the Parent, the Lenders, and their respective permitted successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Binding Effects |
115f97ee-c8b2-4714-b3b0-70933e952696 | Clause:
The parties agree that an actual or threatened breach of this Section by it or its Representatives may cause irreparable damage to the Disclosing Party and that damages may not be an adequate remedy for any such breach. Accordingly, each party shall be entitled to seek injunctive relief to restrain any such bre... | Label: Remedies |
e9a199db-8ea3-4735-965c-928f5c48df76 | Clause:
Except as otherwise set forth in the Lease or this Work Letter shall not apply to improvements performed in any additional premises added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise; or to any portion of the Premises or any additions to the Premises in t... | Label: General |
cdc06582-6fe8-45a8-a1d0-7ab0178efd03 | Clause:
Section headings are included in the Loan Documents for convenience of reference only and shall not be used in construing the Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Headings |
4d7c5e96-d861-4bdf-9110-723a6d9ebd8c | Clause:
Proper and accurate (in all material respects), federal and all material state, local and foreign tax returns, reports and statements required to be filed (after giving effect to any extension granted in the time for filing) by the Borrower and each Restricted Subsidiary or any member of the Affiliated Group as... | Label: Taxes |
930f1fd6-dcb6-4b01-b57e-fff5fd82f392 | Clause:
The Company has full power and authority and, has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) authorization of the performance of all obligations of the Company here... | Label: Authorizations |
4a8cf534-9226-45bb-a308-01297ed06c4f | Clause:
The Indemnification Agreement, dated December 9, 2008, between Sharp and the Company remains in full force and effect in accordance with its terms. Sharp shall remain as an insured individual for his activities as Executive Vice President of the Company and President of GLC under any Company directors’ and offi... | Label: Indemnifications |
f8c291bf-abd4-47bc-a2f5-9a118b1018cf | Clause:
After the Initial Capital Contributions have been contributed and received by the Company, the Members shall make additional Capital Contributions in cash, in proportion to their respective Membership Percentage Interests, as approved by the Management Committee or the Members from time to time, in accordance w... | Label: General |
89bd1d9b-9410-422f-9fe0-927be26e2b21 | Clause:
Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Waivers |
7eef67c7-c972-4029-b5db-f2197d6c9733 | Clause:
A Participant may be required to pay to the Company or any Subsidiary and the Company or any Subsidiary shall have the right and is hereby authorized to withhold from any payment due or transfer made under any Award or under this Plan or from any compensation or other amount owing to a Participant the amount (i... | Label: Withholdings |
2692c854-acd3-498a-a59a-e7d7d70f89ee | Clause:
This Agreement shall not be assigned by either party without the express written consent of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Assignments |
8c31a270-5c37-46ec-986c-be8fcb1d8bb5 | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF COMPANY AND EACH PURCHASER WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF OR RELATING T... | Label: Waiver Of Jury Trials |
49cbcda1-28f7-41e4-af1f-c3333f9c76a5 | Clause:
As of the Effective Date, neither API nor the Borrower has any Subsidiaries other than those specifically disclosed in Schedule 5.01(o) and all Equity Interests owned by API or any other Loan Party are owned free and clear of all security interests of any Person except (i) those created under the Collateral Doc... | Label: Subsidiaries |
2a985804-8938-4b88-80d5-23cd04675d15 | Clause:
All payments by or on account of any obligation of any Loan Party under any Loan Document will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrower shall comply with ... | Label: Payments |
ef957402-72ff-4aae-a477-094536126b67 | Clause:
Subject to the terms and conditions hereof, the Investment Advisers and the Broker-Dealers (on behalf of Purchasers which are Clients and Customers, respectively) and the other Purchasers hereby severally and not jointly agree to purchase from the Company, and the Company agrees to issue and sell to the several... | Label: Sales |
66b1c30d-e15d-4112-80ba-9f4953873a4b | Clause:
Except as provided in Section 3-11 below, no Participant or Beneficiary of a Participant shall have any right to assign, pledge, hypothecate, anticipate or in any way create a lien on any amounts payable hereunder. No amounts payable hereunder shall be subject to assignment or transfer or otherwise be alienable... | Label: Assignments |
f35d90fb-0719-4e51-bf34-0ae49a052abb | Clause:
No assignment of the interest of any of the Parties hereto shall be binding upon the Escrow Agent unless and until written notice of such assignment shall be filed with and consented to by the Escrow Agent (such consent not to be unreasonably withheld). To comply with Federal law including USA Patriot Act requ... | Label: Assignments |
a770e04a-6f6a-45f0-813d-bdbe9c1f81fb | Clause:
This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter. Specifically, all prior agreements ... | Label: Entire Agreements |
543f1eea-1a73-487c-ae9f-0eb34d61d23f | Clause:
The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Organizations |
a59baf94-07bc-487b-b5da-fa777880ba48 | Clause:
The Company and/or the Bank shall reimburse Mr. Corrato or otherwise provide for or pay for all reasonable expenses, if any, incurred by Mr. Corrato at the specific request of the Company or the Bank, subject to such reasonable documentation as may be requested by the Company or the Bank. If such expenses are ... | Label: Expenses |
54f1fd4c-b996-4a94-b22e-829c9c46a75c | Clause:
The Administrator has the right to amend or terminate the Plan only in accordance with Section 3.5 and 5.7.5.
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 |
888fccd3-3e2f-4a26-b215-9189420e63a6 | Clause:
Each Company maintains with financially sound, responsible, and reputable insurance companies or associations (or, as to workers’ compensation or similar insurance, with an insurance fund or by self-insurance authorized by the jurisdictions in which it operates) insurance concerning its properties and businesse... | Label: Insurances |
ce478f99-c015-4fc0-839b-6630dfa2f0fa | Clause:
The Seller acknowledges that on the Closing Date, effective as of the Closing, any insurance coverage and bonds provided by Buyer for the Seller, and all certificates of insurance evidencing that Seller maintain any required insurance by virtue of insurance provided by Buyer, will terminate with respect to any ... | Label: Insurances |
0080b4a3-c38e-4ce6-b744-19e8285511f9 | Clause:
This Plan was adopted by the Board on the Effective Date, and approved by the stockholders of the Company on May 1, 2014, to be effective as of the Effective Date. The Plan was subsequently amended pursuant to the First Amendment to the Plan, effective as of May 4, 2015, and the Second Amendment to the Plan, ef... | Label: Terms |
ade21e2d-d639-4cba-aa5c-e5c24da331ba | Clause:
The Grantee shall be responsible for payment of, and upon request by the Company, shall immediately pay the Company the amount necessary to satisfy, any applicable foreign, federal, state, and local income and employment tax withholding obligations.
Task: Classify this clause into ONE of these types (exactly o... | Label: Taxes |
0799c06a-9df0-4881-8463-edeee6a1f50b | Clause:
Borrowers shall maintain at all times Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent and, in the case of any such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall obtain a deposit account control... | Label: Payments |
07a64bab-aab2-4b92-8bf7-04b45f2b9c3d | Clause:
Either party may terminate Executive’s employment for any reason upon giving written notice to the other party. Upon termination of Executive’s employment for any reason, Executive shall be entitled only to payment of Executive’s regular salary pro-rated through the termination date other than as set forth in P... | Label: Terminations |
8915e7d7-e7e3-4eab-a85f-ada3bb81fe44 | Clause:
All payments to be made by the Borrowers shall be made free and clear and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the r... | Label: General |
da5e7cd6-1a7e-46a6-bbc4-63590d4b6562 | Clause:
Wherever possible, each provision of this Borrower Assumption Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Borrower Assumption Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the e... | Label: Severability |
8d46f7d0-a932-4d57-802f-3c9189e3eb71 | Clause:
Except as previously disclosed by the Borrower in writing to the Banks prior to the date hereof, there is no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, nor, to the knowledge of the Borrower, any investigation of, (i) the Borrower, any Qualifi... | Label: Litigations |
344625bd-fa80-414a-b177-bb3a109084f8 | Clause:
Each award of Compensation to a Participant shall vest in accordance with the terms of the award, which are determined by the Committee. Upon the death or disability of a Participant, the award shall specify whether no vesting occurs, whether the next tranche or some other portion of the award vests, or whether... | Label: General |
9ad90cd5-b000-4fc0-8e01-33390433e022 | Clause:
After giving effect to this Amendment, each of the Obligors is in compliance with all terms and conditions of the Loan Agreement and the other Loan Documents on its part to be observed and performed and no Default or Event of Default has occurred and is continuing.
Task: Classify this clause into ONE of these ... | Label: No Defaults |
632db605-8e63-4c79-b450-39360b16bf00 | Clause:
The provisions of this Agreement will be construed and interpreted under the laws of the State of New Jersey, without regard to principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Governing Laws |
52be45a7-80cd-4313-b427-0aa71e6c4600 | Clause:
Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate, partnership and/or limited liability company existence and its rights and franchises that are material to the business of the Company and its Subsidiaries as a whole, except as expressly permitted under Sect... | Label: Existence |
11019971-164a-4ade-89a0-b75d29fc2920 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) ag... | Label: Governing Laws |
58f32510-8d18-4404-a1fb-d78be91ff2fe | Clause:
All prepayments of Loans made under this Agreement, whether voluntary or mandatory, shall be made together with payment of accrued interest on the amount of principal so prepaid, fees and any amount required pursuant to Section 2.10 .
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: General |
627b1833-9dc0-4920-b1a3-bd855baa7586 | Clause:
Subject to Section 8 hereof, any provision of this Capital Agreement may be amended if, but only if, such amendment is in writing and is signed by each Party to this Capital Agreement. Any change or modification to this Capital Agreement shall be null and void unless made by an amendment hereto signed by each ... | Label: Amendments |
279b4ccc-b735-49b1-a71f-5e9fe92c1c8e | Clause:
No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws, the Plan and this Option Agreement. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is ... | Label: Compliance With Laws |
d7e192f3-7e9e-48c6-942d-3d24ceec2480 | Clause:
The internal laws of the State of New York (without giving effect to any choice or conflict of law provision or rule (whether of the State of York or any other jurisdiction) that would cause the application of laws of any other jurisdiction) shall govern all matters arising out of or relating to this Subscripti... | Label: Applicable Laws |
1e476cbd-adbf-4a6c-9aa2-3e828643c40d | Clause:
Borrowers (a) will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agree that no Borrower nor any of its Subsidiaries will have a fiscal year different from that of Parent, (c) agree... | Label: Financial Statements |
d5473181-5571-4cc2-9e27-5989c8a9576d | Clause:
This Agreement, together with the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements and un... | Label: Integration |
812c6874-5837-4920-b8e3-77e20e17e617 | Clause:
Each Transferor will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Transferor will preserve a... | Label: Compliance With Laws |
36733ddc-35da-4e8a-a454-90fc927e3bdb | Clause:
This Agreement shall become effective on the date hereof and shall remain in full force and effect until December 31, 2018; provided , that this Agreement may be terminated by the Manager or Owner effective as of any date after December 31, 2017 upon not less than thirty (30) days prior written notice to the ot... | Label: Terms |
39f369aa-45a5-4f13-8d47-4c9c76c01dd0 | Clause:
All covenants, agreements, representations and warranties made by the Borrowers herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of ... | Label: Survival |
9ba1acc4-6a8e-4e90-86c8-548751ad2cf6 | Clause:
Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed by it and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for ... | Label: Taxes |
6863ab2d-5578-47fb-a56c-dd24d79f4410 | Clause:
Company hereby employs Employee and Employee hereby agrees to continue his or her employment with Company upon the terms and conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Employment |
ab1da876-5547-4d1f-894c-d56559ace52c | Clause:
This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and, except as set forth below, such agreements supersede and replace all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and th... | Label: Entire Agreements |
5ecb6035-b56f-492b-a0a7-6fcd16faf9fa | Clause:
This Agreement may be executed in one or more counterparts, including by means of facsimile, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other customary means o... | Label: Counterparts |
17fb8e90-b33e-4d02-ba88-b8b5075ab6f7 | Clause:
No Group Member is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, except where the consequences, direct or indirect, of such default or defaults, if any, would not reasonably be expected to have a Mater... | Label: No Defaults |
65791595-546f-4e71-a82b-968f9c283ef4 | Clause:
Each Party represents and warrants to the other that (i) the execution, delivery and performance of this Agreement by such Party have been authorized and approved and no other corporate action on the part of such Party is necessary, (ii) no Contract with any other Person exists or will exist which would interfe... | Label: Authority |
e83815bf-73df-49b0-aab1-086d95254e0c | Clause:
Each Party shall reasonably cooperate with and provide assistance to the other Party in carrying out the provisions of this Agreement. Such cooperation shall include, but not be limited to, exchanging information, responding to inquiries, making adjustments and, subject to Section 3.03 , obtaining all consents,... | Label: General |
18d99d71-3a65-470d-8cf9-18f8fa2db720 | Clause:
The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except... | Label: Titles |
233561c3-4f40-4e9d-bda4-39e71a77bc68 | Clause:
Upon the date of the issuance or increase of a Letter of Credit or the deemed issuance of the Existing Letters of Credit under Section 2.2(a), the applicable Issuing Lender shall be deemed to have sold to each other Lender and each other Lender shall have been deemed to have purchased from such Issuing Lender a... | Label: Participations |
9ab69629-60fb-45d4-85d8-a4cd3d6bce34 | Clause:
Wells Fargo Securities and Barclays each acting alone or through or with affiliates selected by it, will act as the joint bookrunners and joint lead arrangers (in such capacities, the “ Lead Arrangers ”) in arranging and syndicating the Senior Credit Facilities. Wells Fargo Bank (or an affiliate selected by it)... | Label: Titles |
d24c7e26-c6f6-4819-aeca-a8b78830ad86 | Clause:
The Borrower hereby represents and warrants to the Bank that this authorization is properly given and has been duly approved by a resolution of its Board of Directors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Representations |
85e68b21-627e-4480-a399-e2a0c194b508 | Clause:
(a) Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including .pdf, telegraphic, telecopier or cable communication) and mailed, telegraphed, telecopied, cabled or delivered: (i) if to the Borrower, at the address specified opposite... | Label: Notices |
f3b839f5-00ee-4a6a-8020-bcf459caa0c1 | Clause:
To Purchaser’s knowledge, the execution and delivery of, and consummation of the transactions contemplated by this Agreement is not prohibited by, and will not conflict with, constitute grounds for termination of, or result in the breach of any of the agreements or instruments to which Purchaser is now party or... | Label: No Conflicts |
726c7471-df9e-4054-bd66-cf64a560b31b | Clause:
Except as specifica ll y provided in this Declaration, the Institutional Trustee shall have exc l usive and complete authority to carry out the purposes of the Trust. An action taken by a Trustee on beha l f of the Trust and in accordance with such Trustee's powers sha ll constitute the act of and serve to bind... | Label: Authority |
accaf696-bf6b-4432-8ea9-5ab88b7bec25 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) c... | Label: Authorizations |
7173fc19-dbc6-4383-b311-1bbe39487a9c | Clause:
The provisions of Sections 1 (Definitions), 3.3 (Expenses), 3.4 (Taxes), 3.5 (Records and Audits), 4.5 (Restrictions), 4.6 (Ownership, Reservation of Rights), 6 (Force Majeure), 8 (Confidentiality), 10.2 (Disclaimer), 11 (Indemnification), 12 (Limitation of Liability), 14.6 (Effect of Termination), 15 (Survival... | Label: Survival |
e2b4e903-c7ab-451d-b801-191388ca6bb1 | Clause:
This Agreement may be terminated at the option of either party (i) immediately upon a Change of Control or (ii) upon 60 days written notice without cause or penalty (in either case, if termination is by the Trust, then such termination shall be upon the approval of a majority of the Independent Trustees). Notwi... | Label: Terminations |
a0e2c7b6-b525-4642-8807-b34c4a41d58d | Clause:
The provisions of this Agreement shall be binding upon all parties, their successors and assigns.
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, Authoriz... | Label: Successors |
a8b1e859-a433-4ff8-b885-1f4e51e2975f | Clause:
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE D... | Label: Waiver Of Jury Trials |
69c5e8a8-f55b-4723-aff4-c27a37366348 | Clause:
This Agreement sets forth the entire agreement of the Parties regarding the subject matter hereof, and shall be final and binding as to all claims that have been or could have been advanced on behalf of Executive pursuant to any claim arising out of or related in any way to Executive’s employment with the Bank ... | Label: Entire Agreements |
62b15386-827c-4f57-99cf-a3f4460164e6 | Clause:
This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions. Executive consents to personal and exclusive jurisdiction and venue in Santa Clara County, California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Governing Laws |
17d83b8f-351d-4ca0-bfa4-cfa71990188c | Clause:
Executive agrees to reasonably cooperate with Western Digital regarding any threatened, pending or subsequently filed litigation, claims, or other disputes, or in any investigation or proceeding by any governmental agency or body, involving Western Digital that relate to matters within Executive’s knowledge or ... | Label: Litigations |
f32e842d-220c-4ccb-ac3a-e55085abbc61 | Clause:
Such Backstop Party has the full power and authority to execute, deliver and perform this Agreement and to perform its obligations hereunder. This Agreement has been duly approved by all necessary action of such Backstop Party, as applicable, has been executed by persons duly authorized, and constitutes a vali... | Label: Authorizations |
a9462a22-6a41-4f02-8a8f-ec09b39b916b | Clause:
None of the Energy Fuels Shares is subject to any preferential right to purchase or requires the consent of a Third Party or an Affiliate which may be applicable to the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Consents |
b4d0942a-2c12-4cb4-86f1-cba60301ae06 | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Commitment ... | Label: Fees |
49e74a03-81b6-49fc-bd62-c0721b2630c4 | Clause:
The Parties shall have received all of the Consents set forth on Schedule 10.05(e) .
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 ... | Label: Consents |
faee686e-5db8-44da-9f65-7bd6706795dd | Clause:
There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Borrower or any of its Restricted Subsidiaries which are reasonably likely to be adversely determined and, if so... | Label: Litigations |
38e57999-7539-4975-abba-57f5659b4c87 | Clause:
Neither the execution and delivery of this Note and the consummation of the transactions contemplated therein, nor the performance of and compliance with the terms and provisions hereof by the Maker will (a) violate or conflict with any provision of its articles of incorporation and bylaws, (b) violate, contrav... | Label: No Conflicts |
0eb5c2e9-9620-4862-918c-6bf92a065d2d | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
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