id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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0fcd048d-2817-48ed-b972-4aee751bb161 | Clause:
Australian Tax Consolidation .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Cap... | Label: Taxes |
b7ed7430-9c7b-414c-91fd-118cee2137a1 | Clause:
Unless otherwise expressly specified herein, all payments required to be made pursuant to this Agreement shall be made in U.S. dollars and in immediately available funds. At the election of FTAI Energy, any payment due hereunder, including any Fee payment pursuant to Section 3 or any reimbursement pursuant to S... | Label: Payments |
e920e16a-ef94-42b3-99ee-82d0ded7828b | Clause:
Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, authorize, issue or sell any Capital Stock, grant any options (other than under current option plans), warrants or other rights to purchase any Capital Stock or in any way change the capitalization of any of its Restricted Subsid... | Label: Capitalization |
97989e15-bb94-4bd5-bb13-1d80df0e34ba | Clause:
No Loan Party is in default in the payment or performance of any of its contractual obligations and no Default has occurred (provided that, for the avoidance of doubt, the failure to make any payment under the Subordinated Promissory Note expressly prohibited by the Subordination Agreement shall not constitute ... | Label: No Defaults |
0502a43b-6b20-40a7-9573-cabe186e42f0 | Clause:
No Credit Party shall, nor shall it permit any of its Subsidiaries to: (a) use the proceeds of the Revolving Advances for any purposes other than (i) to refinance the advances and other obligations outstanding under the Existing Debt, (ii) working capital purposes of any Credit Party, and (iii) other general co... | Label: Use Of Proceeds |
9d80a89c-09de-42aa-80d3-e2125db0c241 | Clause:
This Letter Agreement may be executed in multiple counterparts, each of which shall be considered to have the force and effect of an original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Counterparts |
f5bfd48b-1542-4093-9c67-8410b3e3364c | Clause:
This Agreement and the Retirement Agreement constitute the entire agreement between the parties, and all prior understandings, agreements or undertakings between the parties concerning Executive’s termination of employment or the other subject matters of this Agreement (including, without limitation, the Employ... | Label: Entire Agreements |
b393a6ce-c061-4aeb-a688-acc405728c39 | Clause:
The captions and headings contained in this Loan Agreement are included herein for convenience of reference only and shall not be considered a part hereof and are not in any way intended to limit or enlarge the terms hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Headings |
34759beb-4bb4-4ab8-82a5-a7109bdb5cd1 | Clause:
Notwithstanding Section 20 above, in the event the entire balance of rent due under this lease becomes due and payable as liquidated damages, said amount shall be discounted to its net present value as of the date of LESSOR’S notice of default, using the published prime rate then in effect. Furthermore, LESSEE’... | Label: Remedies |
07b12d6e-4b2c-4410-911f-ce242bfe7fcf | Clause:
(V) The Borrower will, and will cause each of its Subsidiaries to, take all actions necessary to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of its Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of appli... | Label: Intellectual Property |
0a67e010-4f59-468d-ac4d-8e43054cd04d | Clause:
This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Parties with respect to the subject matter hereof, whether writt... | Label: Entire Agreements |
bfe98f71-3617-4c4b-80cf-a8b4cf3cf265 | Clause:
This Agreement shall terminate upon the earlier of the expiration of the Shelf Period and such time as there are no Registrable Securities, except for the provisions of Section 2.5, 2.6, 2.8 and this Article III, which shall survive such termination.
Task: Classify this clause into ONE of these types (exactly ... | Label: Terminations |
9496cd1f-6243-460d-afaf-cf57a1e9318d | Clause:
After giving effect to the execution and delivery of the Loan Documents and the other Related Transaction Documents, the making of the Loans under this Agreement and the consummation of the other Related Transactions, Borrowers and their Subsidiaries, taken as a whole, are Solvent.
Task: Classify this clause i... | Label: Solvency |
2243af32-3d5d-4a90-a6b8-3606faf3848f | Clause:
Guarantor is not the subject of an Insolvency Event. Guarantor is, and after giving effect to the transactions hereto, will be, Solvent and able to pay its debts as they come due, and has and will have adequate capital to conduct its business.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Solvency |
b4cd3d1e-36b6-432c-8d49-4c92313def29 | Clause:
This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements executed and to be performed wholly within such State, without regard to any principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Governing Laws |
f729ef43-9739-42b0-b630-1033cadc1c39 | Clause:
This Agreement and the exhibits to this Agreement set forth the entire agreement and understanding of the Parties in respect of the transactions contemplated by this Agreement, and supersede all prior contracts, term sheets, letters of intent, exclusivity agreements, and other arrangements and understandings re... | Label: Entire Agreements |
904633e7-3357-4ca7-a78c-7dbc5687e708 | Clause:
From and following the Closing Date, the Loans and the other Obligations shall bear interest at the sum of (x) the LIBOR Rate plus 9.00% per annum on the aggregate outstanding principal amount of the Loans outstanding, which shall be paid in cash, plus (y) an amount equal to 1.00% per annum on the aggregate out... | Label: Interests |
b5b24fc5-d847-4eed-a44e-604942725a79 | Clause:
In the event of a Change in Control pursuant to which the Company or any successor is obligated to provide D&O Insurance for a period of time following the effective date of the transaction or to purchase a D&O Insurance tail policy, Participant shall be a covered party under such D&O Insurance or tail policy t... | Label: Change In Control |
fc1e8ee3-9ef0-4cf2-a042-a9cec967caea | Clause:
Without limiting Service Provider’s payment obligations with respect to service charges under Section 5.1 or Provider Third Party Contracts pursuant to Section 4.2(b), Service Recipient shall, for each Service performed, reimburse Service Provider for any reasonable documented out-of-pocket amounts payable to a... | Label: Expenses |
47cdeb49-030a-4587-9465-e30277285ec2 | Clause:
Any controversy or claim relating to or arising from this Agreement (an “Arbitrable Dispute”) shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services (the “JAMS”) as such rules may be modified herein or as otherwise agreed by the par... | Label: Arbitration |
27e89b8a-1e24-4c23-82c9-0487e03ae6ce | Clause:
Except to the extent preempted by federal law, and without regard to conflict of laws principles, the laws of the State of Georgia shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.
Task: Classify this clause into ONE of these types (exact... | Label: Governing Laws |
6d5d49a4-9a9d-4c88-8af2-c464800e562b | Clause:
The Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all Intellectual Property reasonably necessary for the conduct of its business as currently conducted, except for those the failure to own or be licensed to use which would not reasonably be expected to result in a Material Advers... | Label: Intellectual Property |
3ea2bb71-e6e6-44ec-9807-4a34d2821e17 | Clause:
The Administrative Agent shall have received, as applicable, (i) a Notice of Borrowing meeting the requirements of Section 2.04(b) with respect to any Borrowing (other than a Continuation or Conversion), or (ii) a Notice of Continuation or Conversion meeting the requirements of Section 2.08(b) with respect to a... | Label: Notices |
2c3a21c2-518f-4cb5-bab8-a137eb49373d | Clause:
Supplier will keep complete and accurate records (including reports, accounts, notes, raw data, and records of all information and results obtained from performance of services) of all work done by it under this Agreement, in form and substance as specified in the applicable Quality Agreement and this Agreement... | Label: Records |
937e39f1-d42f-4c6b-bde1-f2e086be8c6c | Clause:
Notice of prepayment or commitment reduction pursuant to clauses (a) and (b) above shall not thereafter be revocable by Borrower (unless such notice expressly conditions such prepayment upon consummation of a transaction which is contemplated to result in prepayment of the Loans, in which event such notice may ... | Label: Notices |
fc189ed0-5a1d-4592-9826-fcb242584242 | Clause:
The headings contained in the Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of the Agreement. References to Articles and refer to Articles of the Agreement unless otherwise stated.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Interpretations |
7223158a-42f9-4f44-b209-69472a9c7eb8 | Clause:
Subject to the terms of the Asset Management Agreement and Section 6.3 hereof, the powers of the Company shall be exercised by and under the authority of, and the affairs of the Company shall be managed by and under the joint direction of, the Cindat Member and the Hersha Member. Each Hotel Lessee will impleme... | Label: Duties |
d44af7f4-583b-4005-85a0-4c694b04aec4 | Clause:
Integrated shall pay to under Subparagraph (iii) of Section 1.2 of the Exchange Agreement, the sum of $3,920 to the State of Delaware. Integrated shall not file Amended Delaware Franchise Tax returns under Section 5.2(p) of the Exchange Agreement; provided that Surviving Corporation shall indemnify, defend and ... | Label: Indemnifications |
a0b96036-b4ca-497b-9c5e-81c1e3701f19 | Clause:
THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO THE CONFLICT OF LAWS RULES THEREOF.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Governing Laws |
21b1fdfe-1b6f-4f19-bb73-e1e4db70dbec | Clause:
Any arbitration or Expert determination relating to a Dispute (including an arbitral award, a settlement resulting from an arbitral award, documents exchanged or produced during an arbitration or Expert proceeding, and memorials, briefs or other documents prepared for the arbitration or Expert proceeding) shall... | Label: Confidentiality |
16d4cf1c-d727-40aa-889b-fbbda087cbaa | Clause:
The Borrower and each of its Subsidiaries have filed all Federal and other material Tax returns and reports required to be filed, and have paid all Taxes due and payable by it (whether or not shown on a Tax return), including in their capacity as a withholding agent, and all material assessments imposed by any ... | Label: Taxes |
bbb27a5f-2380-46a1-a959-3b545ff321d4 | Clause:
Any controversy or claim between Employee and RGP arising out of, relating to or connected with this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, shall be submitted to arbitration, to be held in ... | Label: Arbitration |
94215890-32d3-428e-99b1-339baec67604 | Clause:
All warranties, representations, certifications and covenants made by or on behalf of the Loan Parties herein shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the execution of this Agreement, regardless of any investigation made by or on behalf of the Ad... | Label: Survival |
ad9c84b3-2089-4792-98f6-bb291139d28a | Clause:
THE PARTIES HERETO CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, STATE OF NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY OF THE PARTIES HERETO PERTAINING TO THIS AGREEMENT, AND ANY OTHER TRANSACTION RELATING HERETO, ... | Label: Jurisdictions |
cbf87d52-2c29-4ade-a8ad-15fcda8ab705 | Clause:
Purchaser represents and warrants that: (i) it is a validly existing corporation in good standing under the laws of the Bahamas; (ii) this Agreement has been duly authorized, executed and delivered by Purchaser and constitutes the legal and binding obligation of Purchaser, enforceable against Purchaser in accor... | Label: Representations |
c9b32792-8d2f-4123-bd78-13dc51025672 | Clause:
Notwithstanding anything contained in this Agreement or the Plan, the Company may not take any actions hereunder, and no award shall be granted or shares shall be issued, that would violate the Securities Act of 1933, as amended (the “Act”), the Securities Exchange Act of 1934, as amended, the Code, or any othe... | Label: Compliance With Laws |
89e5da95-7b78-4105-8b1e-6e75e56d1f17 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective representatives, successors and assigns. The obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon each party’s respective successors and assigns... | Label: Binding Effects |
32e5d1e0-38dc-4089-8d48-7f6183e7313e | Clause:
Executive agrees to be employed with the Company, and the Company agrees to employ Executive, on the terms and conditions set forth in this Agreement. This Agreement shall replace and supersede any prior agreements between Executive and the Company. Executive agrees during the term of this Agreement to devote s... | Label: Employment |
e762ec5d-da57-42e3-9251-b59dc37e6e17 | Clause:
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) at least one (1) Business Day before the Restatement Effective Date. All such amounts will be paid with... | Label: Fees |
a5d52fdc-690f-46cb-a1b8-3204013f83a2 | Clause:
Shipper agrees to be liable for and to pay directly or reimburse Carrier for, promptly when due, all sales, use, excise and other taxes or charges (including any interest and penalties), now or hereafter imposed by any governmental body or agency upon Carrier or with respect to the services or payments hereunde... | Label: Taxes |
2813188b-38fa-4b47-8f99-9bed58a37167 | Clause:
Buyer acknowledges and agrees that the Confidentiality Agreement remains in full force and effect and, in addition, covenants and agrees to keep confidential, in accordance with the provisions of the Confidentiality Agreement, information provided to Buyer pursuant to this Agreement and otherwise previously pro... | Label: Confidentiality |
7fd4b362-769e-4e0e-80cd-110dc06b6e56 | Clause:
All payments made pursuant to this Agreement shall be subject to withholding of such applicable income and employment taxes as the Company determines to be required by applicable law. Executive shall be solely responsible for all taxes imposed on Executive by reason of the receipt of any amount of compensation ... | Label: Taxes |
1bcf1491-8ddf-4d5a-8691-38424232b2b4 | Clause:
Each Lender and the Issuing Lender hereby irrevocably (a) appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents, and (b) authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Adminis... | Label: Authority |
a36d17e6-a61b-408d-a99f-875adfd5b46f | Clause:
This Amendment may be signed in counterparts. Signatures via electronic mail shall have the same effect as originals. This Amendment shall be effective upon execution by both Purchaser and Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Counterparts |
1ce2df2f-5e74-46de-ab1d-58b57d77ccb8 | Clause:
If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid ... | Label: Severability |
5b156d16-1c60-43c7-b452-8b3da8f43b4c | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Purchase Shares and the Commitment Shares) will not (i) res... | Label: No Conflicts |
96d147a9-33a2-4cec-bb8e-c9b78fd9b855 | Clause:
The Executive shall be eligible to participate in all pension, profit-sharing, group insurance, or other benefit plans on terms and conditions that are no less favorable than those applicable to its other senior officers, but the Company shall not be required to establish any additional such programs or plans a... | Label: Benefits |
376e330b-a249-4cd2-a31a-619f3efaef4f | Clause:
This Security Instrument may be executed in several counterparts, each of which counterpart shall be deemed an original instrument and all of which together shall constitute a single Security Instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Counterparts |
0ce1d423-ee05-4463-95ed-317d77098245 | Clause:
This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which, taken together, will constitute one instrument. Purchaser and Seller may execute different counterparts of this Amendment and, if they do so, the signature pages from the different counterpar... | Label: Counterparts |
23ddd161-b16b-4e84-b302-2ec47c724a21 | Clause:
The Company and the Executive agree that all disputes, controversies, and claims arising between them concerning the subject matter of this Agreement, other than Sections 9 and 10, shall be settled by arbitration in accordance with the rules and procedures of the American Arbitration Association then in effect.... | Label: Arbitration |
a8f7cb45-bb90-4b14-939f-874438c4a353 | Clause:
Borrower irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court of the Southern District of the State of New York, and all appropriate appellate courts or, if jurisdiction in such court is lacking, any New York State court of compe... | Label: Submission To Jurisdiction |
96ea991e-9874-4ad5-bc0c-5e415f812782 | Clause:
The Company shall by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, (a) issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
74c5a709-3ebe-48aa-ab7a-a8abea8b58c6 | Clause:
Each of the Company and its Subsidiaries (as defined in Rule 405 under the Securities Act of 1933, as amended (the “ Securities Act ”)) is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries has full power and auth... | Label: Organizations |
a4ba4392-5016-4411-98bc-a24a1b723b84 | Clause:
The Restrictive Covenants shall survive the termination or expiration of this Agreement, and in the event any of the Restrictive Covenants shall be held by any court to be effective in any particular area or jurisdiction only if said Restrictive Covenant is modified to be limited in its duration or scope, then,... | Label: Severability |
7addc3cd-057d-4d65-8473-93a94386f208 | Clause:
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this A... | Label: Further Assurances |
774902af-30c2-40e2-8a35-fa04f53f977b | Clause:
Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the... | Label: Sales |
5f69f2fd-203c-4965-a211-fa5871df5101 | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 13.02 of the Indenture. All communications and notices hereunder to any Grantor shall be given to it in care of the Company as provided in Section 13.02 of the Indenture... | Label: Notices |
213d45cf-69e7-435c-9c0a-d47c8e8f18c8 | Clause:
Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Eleventh Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Eleventh Amendment refer to the Credit Agreement.
... | Label: Defined Terms |
2abd45e0-5fdd-4163-aafe-fd10db365918 | Clause:
During the Consulting Period, the Company will reimburse Gaffney pursuant to the Company’s reimbursement policies as in effect from time to time for reasonable business expenses incurred by Gaffney in connection with the performance of the Consulting Services.
Task: Classify this clause into ONE of these types... | Label: Expenses |
490d6f26-9297-4329-bd84-c4ea471ac5c2 | Clause:
Except as otherwise expressly set forth in this Agreement, this Agreement may be amended, supplemented or restated only by a written agreement executed by each of the Members. Notwithstanding anything to the contrary in this Section 19.7 , the Certificate of Formation and this Agreement may be amended, suppleme... | Label: Amendments |
9c906118-b12b-49cc-8978-126dd30cd040 | Clause:
This Agreement establishes the terms and conditions on which Oculus will sell to Manna Pro the Products, and the terms and conditions on which Manna Pro shall have the right to sell the Products. This Agreement shall not be modified, supplemented or interpreted by any trade usage or prior course of dealing not ... | Label: General |
5e4711c0-c38b-42be-a6f1-fb1fc329b743 | Clause:
Indemnify, defend (with counsel reasonably acceptable to Mortgagee) and hold harmless Mortgagee (including Mortgagee's agents, employees, officers and directors) against all losses, claims, suits, fines, damages and expenses, including reasonable attorney's fees and disbursements, incurred by reason of, or in c... | Label: Indemnifications |
eb55eaa6-a02d-4ef8-95e3-0d25dd4ba200 | Clause:
So as to ensure that the Corporation or a Subsidiary, as applicable, will be able to comply with the applicable provisions of any federal, provincial, state or local law relating to the withholding of tax or other required deductions, including on the amount, if any, includable in the income of an Eligible Empl... | Label: Withholdings |
f8f92761-eb27-4f01-a126-3c8009429071 | Clause:
This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature delivered by fax or e-mail/.pdf tran... | Label: Counterparts |
4746fb12-7b2f-4958-9890-864537c6e665 | Clause:
(a) Purchaser acknowledges and agrees that it has received and approves of, except those liens that Seller is obligated to pay or discharge under Section 5.4(e) , all of which will not be Permitted Encumbrances, (i) all title matters shown on the title commitments (each a “ Title Commitment ,” and collectively... | Label: Titles |
c3bf8ba0-05c8-49d7-ad29-31b101019139 | Clause:
This Agreement may be executed and delivered (including by facsimile transmission or electronic mail) in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument.
Task: Classify this clause into ONE of t... | Label: Counterparts |
4254e9c7-db2b-46a1-b737-2ee3e3b6ef1e | Clause:
The parties shall cooperate fully with each other in connection with any acts or actions required to be taken as part of their respective obligations under this Agreement. Purchaser and Seller agree to use all reasonable efforts to satisfy or cause to be satisfied as soon as practicable their respective obligat... | Label: Further Assurances |
f47b9546-d02f-4f4f-8702-3829254159b1 | Clause:
Executive acknowledges that a breach of his covenants and agreements contained in Sections 6 and 7 would cause irreparable damage to the Company and its subsidiaries and affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach w... | Label: Enforcements |
f6b7bfcd-ac0b-4f05-9e22-a9308f4d00ab | Clause:
Each of the representations and warranties (together with any related disclosure schedules thereto) made to the Investors in the Securities Purchase Agreement, is hereby incorporated herein by reference (as though fully restated herein) and is hereby made to, and in favor of, the Placement Agent.
Task: Classif... | Label: Representations |
245dc4c3-6835-4e60-866b-5b1c6ce4dca2 | Clause:
Buyer has full limited liability company power and authority to execute, deliver, and perform this Agreement and any Buyer Ancillary Documents to which it is a party. The execution, delivery, and performance by Buyer of this Agreement and the Buyer Ancillary Documents to which it is a party and the consummation... | Label: Authorizations |
fc781d91-5d95-4667-b698-0cfc5572debc | Clause:
Each party hereto agrees that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the part... | Label: Construction |
423bd4a1-d29b-4ee7-9b8f-8f10130a5998 | Clause:
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Tyco Management)... | Label: Binding Effects |
0ea2f0ff-8f21-4cb6-b2c8-be327b3ab898 | Clause:
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party shall be entitled to specific performance of the terms hereof, including an injunction o... | Label: Enforcements |
55ef5df9-1fe7-4975-9f29-a1e89ca6973f | Clause:
This Agreement constitutes the entire understanding and agreement of the parties hereto as to the modification of the Loan Documents, the BOCO Notes, and the Remaining Notes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Entire Agreements |
fc0c89ba-1fb5-4b78-bbe1-8a09b0596e8c | Clause:
At the time Executive recognizes taxable income with respect to the Restricted Stock Units, Executive shall pay an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect thereto. Executive may satisfy the foregoing requirement (i) by making a payment t... | Label: Withholdings |
79d3ca4a-b05d-479b-9729-2cc9014b6db0 | Clause:
During the continuation of an Event of Default, Administrative Agent may require each Grantor to instruct the insurance carriers that in the event of any loss thereunder, the carriers shall make payment for such loss to Administrative Agent and not to Grantor and Administrative Agent jointly. All loss recoverie... | Label: Insurances |
443eda4b-b2b6-4326-9573-8758a5af3c7b | Clause:
Except as otherwise provided herein, each party hereto shall pay such party’s own expenses incurred in connection with this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Expenses |
70e4128f-7572-49f2-a097-5744b52a0d41 | Clause:
During the Term, Consultant may retain “ Company Records ” (as defined in the Employment Agreement, the definition of which is hereby incorporated in this Agreement); provided that upon the earlier of a request by the Company or the termination of the Term (regardless of the reason), Consultant shall immediatel... | Label: Records |
78788d3f-f09c-48fd-b273-a4f93107c2f3 | Clause:
Landlord and Tenant shall cooperate with Gaming Authorities in all reasonable respects to facilitate all necessary regulatory reviews, approvals and/or authorization of the Separate Lease in accordance with applicable Gaming Regulations.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Cooperation |
6f7e930e-216d-4e0a-87c0-7a741a187943 | Clause:
In addition to, and not in limitation of Section 2.7 , no failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or t... | Label: No Waivers |
5f61881c-a45d-49e5-b37c-9713ac73707f | Clause:
The receipt by each Purchaser of all governmental and third party approvals necessary in connection with the continuing operations of Company, the execution and performance of the Documents and the transactions contemplated thereby, all of which consents/approvals shall be in full force and effect.
Task: Class... | Label: Approvals |
9480dd24-415d-49be-ac01-ecaf8227b984 | Clause:
This Agreement, including the Assignment executed herewith, embody the entire agreement and understanding of the Parties hereto in respect of the subject matter hereof and supersede all prior agreements, representations, warranties and understandings between or among the Parties with respect to such subject mat... | Label: Entire Agreements |
57b34156-5939-444c-acc3-37a86ab1be7b | Clause:
Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Waivers |
91ac2b7c-7d65-4ffa-9694-8f518c23cd0e | Clause:
Neither a Default nor an Event of Default shall have occurred and be 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 Sala... | Label: No Defaults |
f44970e2-12f3-43c5-a0a6-1765918b7c62 | Clause:
Notwithstanding the foregoing, in the event of (i) material acquisitions or dispositions during any EBITDA Performance Period or (ii) currency fluctuations affecting U.S. dollar denominated Adjusted Corporate EBITDA by 5% or more from January 1, 2016 through the end of the applicable EBITDA Performance Period, ... | Label: Adjustments |
531bcb3f-ebaf-4d47-98ad-4f23e83627ff | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender, or the Borrower or any of its Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/o... | Label: Participations |
77ad8aaf-e6a4-4f9a-93ff-7391d67c3cc7 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company on or before July 5, 2016 under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter peri... | Label: Financial Statements |
cccb2c32-ba41-44dc-abb3-603a4564a974 | Clause:
The parties hereto agree that the whole agreement between them is written herein, and that a Memorandum of Lease, if any, entered into as of the same date and covering the Leased Premises, is intended for recording and is not intended to supersede, abrogate, change, alter or modify any of the terms of this Leas... | Label: Entire Agreements |
d65d0627-13d4-4730-8bee-657bcf70a3f4 | Clause:
Each party to this Agreement, for itself and its affiliates, hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable law all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to the actio... | Label: Waiver Of Jury Trials |
366e9b50-d370-435c-a847-fb445b97f472 | Clause:
The representations and warranties contained in this Agreement shall survive the Closing until eighteen (18) months after the Closing Date and shall expire at such time. The covenants contained in this Agreement shall survive until they are fully performed. All indemnification obligations under this Agreement ... | Label: Survival |
84797876-f15a-45f5-962f-631679ce65ea | Clause:
If the DIP Facility is increased in accordance with this Section, the Lead Arrangers shall determine the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders and the New Lenders of the final allocation of such increase.
Task: Classify this clause into ON... | Label: Effective Dates |
cf0ff2bc-b362-45ab-9edf-daf1d6b42d88 | Clause:
The business and purpose of the Company shall be to engage, directly or indirectly through its Subsidiaries, in the planning, design, construction, acquisition, ownership, operation, modification and maintenance of the Assets, to market the services of the Assets, to engage in the transportation, terminalling, ... | Label: Powers |
7c000b98-9954-4d4c-b22d-fd86dade1709 | Clause:
The Committee may provide in the Grant Letter that Grants identified as “qualified performance-based compensation” shall be payable, in whole or in part, in the event of the Participant’s death or disability, a Change of Control or under other circumstances consistent with the Treasury regulations and rulings u... | Label: Death |
39147e8b-f9a9-47d2-a717-64c41ce922fc | Clause:
To the extent that the receipt of the Deferred Stock Units, any payment in cash or shares of Stock or the lapse of any Forfeiture Restrictions results in income to the Employee for federal, state or local income, employment or other tax purposes with respect to which the Company or any Affiliate has a withholdi... | Label: Tax Withholdings |
a0d430f6-4556-4001-850c-b00489dcc279 | Clause:
The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the Delaware Court of Chancery for any purpose in connection with any actions or proceedings which arise out of or relate to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Consent To Jurisdiction |
9a6eef03-9bbf-4471-a0b7-c63902ca805f | Clause:
All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day y... | Label: Fees |
4d7bf33e-570b-4d1c-9739-925a1635f200 | Clause:
Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or sent by certified mail, return receipt requested, postage prepaid, addressed (a) if to Executive, to his last known address shown on the payroll records of the Company, and if to the Company, to UCP, Inc.,... | Label: Notices |
53d6d7f8-aef3-4d66-84f3-072d443208b8 | Clause:
The Parties each irrevocably: (i) submit to the jurisdiction of the State of Nevada and the district courts located in Clark County for any action arising out of this Agreement, (ii) agree that all claims in such action may be decided in such court, (iii) waive, to the fullest extent they may effectively do so,... | Label: Consent To Jurisdiction |
3a2d515e-2ca1-488a-8fb1-b5d47dd33871 | Clause:
Each Obligor and the Manager shall cooperate with the other parties hereto in connection with the performance of any responsibility required hereunder, under the Transaction Documents, or otherwise related to the Tenant Site Assets or the Services. In the case of the Obligors, such cooperation shall include (i... | Label: Cooperation |
aaea9456-97fd-48a8-a5ba-307c62befe7e | Clause:
The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and lease its properties, to carry on its business as presently conducted and as proposed to be conducted and to carry out the... | Label: Organizations |
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