id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
de4628fe-50b4-4234-b5a4-5bf98a347c90 | Clause:
EACH PARTY HERETO, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATED TO THIS A... | Label: Waiver Of Jury Trials |
295b6bea-b3a2-49bf-91b9-e39e26366aff | Clause:
Executive, Employer and GPHC each represent that they are entering into this Agreement voluntarily and that Executive’s employment hereunder and each party’s compliance with the terms and conditions of this Agreement will not conflict with or result in the breach by such party of any agreement to which he/she o... | Label: No Conflicts |
995b24f0-a4bb-4122-808d-dc41a0af1aa7 | Clause:
The Borrower shall use the proceeds of the Initial Term A Loans made on the Closing Date to finance a portion of the satisfaction and discharge of the First Lien Notes and to pay premiums, interest, fees and expenses associated with the foregoing and for other general corporate purposes. The Borrower shall use ... | Label: Use Of Proceeds |
58803384-001e-476b-9721-7606038bb3ee | Clause:
The Borrower will maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents which are acting or benefiting in any capacity in connection with this Agreement with Anti-Corruption... | Label: Sanctions |
2ccaeb30-3089-4180-85a6-1df6d6bf7df8 | Clause:
Schedule 9.2.3 of the Credit Agreement is hereby amended and restated to read in its entirety as set forth on Second Amendment Schedule 9.2.3 attached hereto and incorporated herein by reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Amendments |
9570f026-ba18-45f1-becb-8ebb405a19a6 | Clause:
Each Borrower represents and warrants to the Administrative Agent, the L/C Issuers and the Lenders that the request for joint handling of the Obligations is made because the Borrowers are engaged in an integrated operation that requires financing on a basis permitting the availability of credit from time to tim... | Label: Representations |
f38c4283-d1d8-4dae-b32a-40156ae2b4f0 | Clause:
Subject to the terms and provisions of the Plan, the Committee may, from time to time, select the Employees to whom Awards shall be granted and shall determine the nature and amount of each Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Participations |
f79e9271-c699-4168-9ba8-89aa28f48eff | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
ab709286-472d-4a01-b7c6-749a89fa2b56 | Clause:
Any notices required or permitted to be given under this Agreement will be sufficient if in writing, and if personally delivered or when sent by first class certified or registered mail, postage prepaid, return receipt requested − in the case of the Executive, to his principal residence address, and in the case... | Label: Notices |
c297ac18-28ff-4aa4-a6f8-affb4c803fd4 | Clause:
Excluded from Claims are claims, actions, liabilities, proceedings, losses, and expenses (including attorneys’ fees) arising out of or with respect to the death of or injury to any person or damage to any property, by whomsoever suffered, to the extent resulting or claimed to result from a latent or patent defe... | Label: Cooperation |
a5b66651-a6b7-494d-88e0-254c0a8b28be | Clause:
This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their... | Label: Binding Effects |
644cc26a-5fc2-4095-94cf-de211143d716 | Clause:
This Agreement will terminate on the payment in full or cancellation of the 2016-A Exchange Note.
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: Terminations |
d0b07cd3-236d-41ad-a5c5-6c23e2abd0ea | Clause:
Neither the execution of this Agreement by the Company, nor the issuance, offering or sale of the Placement Shares, nor the consummation by the Company of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will conflict wit... | Label: No Conflicts |
647b074e-ee23-428e-a89a-1351d6b302fe | Clause:
Each member of the Engaged Group agrees that it will cause its Affiliates and Associates to comply with the terms of this Agreement. As used in this Agreement, the terms “ Affiliate ” and “ Associate ” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and s... | Label: Construction |
cadac354-d2de-45d6-bc63-84930467739f | Clause:
THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE 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 ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ... | Label: Waiver Of Jury Trials |
95466873-0c77-4152-bd41-5a76ff8b67ce | Clause:
EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDING RELATING TO THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Waiver Of Jury Trials |
6b29f9a3-3de0-4e3f-ae1f-befc3985d696 | Clause:
The representations and warranties of each Loan Party contained in the Credit Agreement as amended hereby and each Loan Document are (i) in the case of representations and warranties qualified by materiality, “Material Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of... | Label: Representations |
7aa461c0-c82d-49ec-b6e4-e72f8d738e62 | Clause:
This Agreement and the other Transaction Documents to which such Buyer is a party have been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective t... | Label: Enforcements |
0f7d8bb0-9ba6-4abd-a291-34c6be49c998 | Clause:
You will be employed to serve in the position of Vice President, Finance, reporting to David Lubner, Chief Financial Officer, Tetraphase Pharmaceuticals, Inc. Your start date will be July 15, 2015 . As Vice President, Finance you will have such duties and responsibilities as are customarily assigned to an emp... | Label: Employment |
90248043-d381-4c6f-b02c-57a9e0d4fd25 | Clause:
Landlord and Tenant each represent and warrant one to the other that except for the Brokers set forth in Paragraph 1 , neither of them has employed any broker in connection with the negotiations of the terms of this Lease or the execution thereof. Landlord and Tenant hereby agree to indemnify and to hold harmle... | Label: Brokers |
fe65ec22-7427-4358-98ba-ee39eed2aae0 | Clause:
This Agreement shall be governed by the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.... | Label: Governing Laws |
ccf09d65-2dcb-4dd0-ac43-92fdcae28713 | Clause:
This Agreement may be amended, modified, or superseded, and any of the terms hereof may be waived, only by written instrument executed by the parties hereto or in the case of a waiver, by the party waiving compliance. The failure of any party at any time to require performance of any provision hereof shall in ... | Label: Amendments |
0b268be1-96f5-491c-9cb7-25ee0268f457 | Clause:
Headings are for purposes of convenience only and do not constitute a part of this Agreement.
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, Authorizatio... | Label: Headings |
406ec48c-9bef-4822-bf13-c398315204a1 | Clause:
THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Governing Laws |
08609389-82fe-4ef2-b43a-6bff75db26cd | Clause:
This Agreement will terminate upon the expiration of the Term. The Company may terminate the Agreement with or without Cause (as defined below) , upon providing Consultant with written notice of such termination pursuant to Section 13.G of this Agreement (the “ Termination Notice ”) . In the event the Comp... | Label: Terminations |
29cafe06-9711-464b-ad8f-92a93abde1fa | Clause:
THIS AMENDMENT, AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF ... | Label: Governing Laws |
68738375-135a-45d3-97e7-e7882ed4f6b4 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together constitute one and the same instrument. Notwithstanding the foregoing, any duly authorized officer of the Company may execute this Agreement by providing an appropriate facsimile signature a... | Label: Counterparts |
5f40298e-e364-439c-b76a-f425f002a657 | Clause:
Capitalized terms not otherwise defined in this Appendix A have the meaning ascribed to such terms in the main Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Definitions |
fad24ef0-bcd2-4d70-8c85-7b62808325d6 | Clause:
Use the proceeds of the Loans only for the purposes specified in Section 3.12.
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... | Label: Use Of Proceeds |
1349ded8-90be-4387-a056-70112bdcf5e0 | Clause:
The Obligors will maintain appropriate commercial, general liability, and product liability insurance coverage, which insurance shall be acceptable to Lender in all respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Insurances |
0c3ac558-c33a-4ee0-b488-cd95bdce7c2e | Clause:
Unless otherwise agreed in writing by the Parties, this Agreement shall commence on the Effective Date and will be in force for a three (3) year period thereafter, to be automatically extended for an additional period equivalent to the time elapsing from the Effective Date and the date of first commercial launc... | Label: Terms |
f21ab765-3bf4-4ca2-9218-2df0484d9e2f | Clause:
Each Purchaser represents and warrants that (a) this Agreement has been duly authorized by such Purchaser and duly executed and delivered by or on behalf of such Purchaser; (b) this Agreement constitutes a legal, valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance wit... | Label: Representations |
59db2b19-bf39-4e10-aa84-c99bedf15dab | Clause:
Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the State Massachusetts or of the United States of America for the District of Massachusetts. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property,... | Label: Jurisdictions |
efa76a37-9462-4481-bcd8-f3cee01e20a1 | Clause:
Notwithstanding any other provision of this Notice of Award, all shares of the option not previously forfeited shall become Vested and exercisable on a Change in Control as defined in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Change In Control |
d15b06c7-1212-4ed1-8817-4b6df9e49bf4 | Clause:
This Agreement may be executed in one or more counterparts (including by facsimile, PDF or other electronic means), each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, and shall become effective whe... | Label: Counterparts |
c61ab818-0a8a-4408-99d6-1ad886f5e965 | Clause:
One-half of the costs and expenses (including legal fees) incurred in connection with the transaction contemplated by this Agreement shall be paid at Closing by Seller. The remaining one-half portion of the costs and expenses shall be paid at Closing by Buyer and added to the amount of “Landlord’s Investment” a... | Label: Expenses |
13a11a75-31dc-487a-a1d0-bec725587410 | Clause:
Promptly after Landlord determines that a First Offer Space is or shall become available for lease to third parties, Landlord shall give Tenant written notice (the " First Offer Notice ") that the First Offer Space will or has become available for lease to third parties (as such availability is reasonably deter... | Label: Terms |
a1c1c41e-5a9e-421b-b655-0efcd52e8850 | Clause:
Each of Sublandord and Subtenant (in such capacity, the “ Indemnifying Party ”) shall indemnify, defend, protect, and hold harmless the other party (in such capacity, the “ Indemnified Party ”), its respective officers, agents, and employees (its “ Agents ”), from and against all claims, demands, actions, cause... | Label: Indemnity |
fde49a37-4996-4978-bd5e-20f8747761d1 | Clause:
Subject to the provisions of this Agreement, all ad valorem, property, production, severance and similar taxes and assessments based on or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom with respect to the Assets for all periods prior to the Effectiv... | Label: Taxes |
388af8e8-0c40-4e88-bc38-3e65adad882b | Clause:
EACH OF PARENT, MERGER SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES 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 THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT, MERGER SUB OR TH... | Label: Waiver Of Jury Trials |
a24ec2bb-0d32-494a-a954-6b52ef42d57d | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
a9cd73d1-72cc-49f8-8bfb-8bff60490a7f | Clause:
No representation or warranty contained in this Agreement, and no statement contained in the Disclosure Schedule or in any certificate, list or other writing furnished to Purchaser pursuant to any provision of this Agreement, in each case relating to the Purchased Assets, Assumed Liabilities or the Business, co... | Label: Disclosures |
f38f26bb-f510-498e-8265-f8a43c44b248 | Clause:
This Amendment, and the Loan Agreement as modified by this Amendment, constitutes the legal, valid, and binding obligation of each Obligor, enforceable against each such Obligor in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium... | Label: Enforceability |
4476bc7e-06df-4160-a677-419d192371c4 | Clause:
Company Wainwright that Wainwright shall serve as the exclusive placement agent in an offering (the “ Offering ”) of securities of the Company (“ Securities ”) during the Term (as defined below) of this Agreement. The terms of the Offering and the Securities issued in connection therewith shall be mutually ag... | Label: Agreements |
047dc6ca-05f4-4dad-8a54-607ed2277e7c | Clause:
There are no actions, suits, investigations, criminal prosecutions, civil investigative demands, imposition of criminal or civil fines or penalties, claims, disputes or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Parent Borrower, threatened again... | Label: Litigations |
faf0eccd-8434-46bf-af51-e119d64fc73e | Clause:
This Second Amendment may be executed in any number of counterparts, which shall together constitute an entire original agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Second Amendment expresses the entire understanding of the... | Label: Miscellaneous |
57d504cf-07c1-4703-b543-905f40f48eff | Clause:
This Agreement will be governed by the laws of the State of Florida, without giving effect 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, Approvals, Arbitration, Assignments, ... | Label: Governing Laws |
67b18419-1394-4df5-a3ae-8725e80a9265 | Clause:
THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE APPLICATION OF LAWS OF ANOTHER STATE .
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Governing Laws |
bff3f6f6-9ad7-4301-9cb7-21dc0a7b164f | Clause:
The Plan shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors, permitted assigns, heirs and personal representatives and estates, as the case may be. Neither the Plan nor any right or obligation hereunder of any party may be assigned or delegated withou... | Label: Successors |
f0560916-c8f6-4aff-b621-3616fb07cb76 | Clause:
Any amounts payable by the Company to the Executive pursuant to Section 5(a)(ii), 5(a)(iii), or 5(a)(iv) shall be subject to and conditioned upon the Executive (or his legal representative) signing and delivering to the Company a general release and waiver (in the form attached as Exhibit B ) within the time pe... | Label: Releases |
5087212b-4ef2-49c3-b73b-30ea92adea8f | Clause:
This is a California contract and shall be construed under and be governed in all respects by the laws of California for contracts to be performed in that State and without giving effect to the conflict of laws principles of California or any other State. In the event of any alleged breach or threatened breach... | Label: Governing Laws |
3ea636c5-8738-4af2-be99-9fb66ed8ed45 | Clause:
Sublessee may not further sublease or allow any other person to use all or any portion of the Sublease Premises or assign, mortgage, pledge or otherwise encumber all or any of Sublessee’s rights under this Sublease without the prior written consent of both the Sublessor (which consent by Sublessor shall not be ... | Label: Assignments |
12dae02d-e480-4f74-9cbc-e66da789f929 | Clause:
THIS THIRD AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND C ONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Governing Laws |
048f6054-4d0b-4f4b-a9e5-47b457b41e0a | Clause:
During the existence of an Event of Default, the Debtor hereby irrevocably constitutes and appoints the Agent with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Debtor and in the name of Debtor or in its own name, from tim... | Label: Powers |
56dd2cc7-be71-4a2b-9088-4fdc3427d2fb | Clause:
Lessee may not assign or sublet all or substantially all of the Bond Financed Property or assign the rights and obligations herein without first obtaining written approval by Lessor for such assignment or sublet and then, only in conjunction with an assignment of the Ground Lease. Lessor approval of a proposed... | Label: Assignments |
9e2f1b33-1990-4a59-bb8d-597ff9f89872 | Clause:
(a) The Oil and Gas Leases are valid, subsisting leases, superior and paramount to all other oil and gas leases respecting the properties to which they pertain; (b) the Mortgagor owns an interest in the oil and gas leases and properties described in Exhibit A or in the mortgages, amendments to mortgage and othe... | Label: Warranties |
5bc2ad3c-6572-4720-9fdd-8e5e449e06cc | Clause:
Each Party is responsible for its own taxes, duties, levies, imposts, assessments, deductions, fees, withholdings or similar charges imposed on or measured by net income or overall gross income (including branch profits), gross receipts, capital, ability or right to do business and franchise or similar taxes im... | Label: Taxes |
f0596f7f-1974-47d8-993b-0a90139a7630 | Clause:
In reliance on the representations, warranties, covenants and agreements contained in this Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Existing Credit Agreement shall be amended effective as of the Fourth Amendment Effective Date in the manner provid... | Label: Amendments |
cf9b99ee-4fbe-43d6-95b2-e74b6c967dd8 | Clause:
Each of the Loan Parties is qualified to do business and in good standing in every jurisdiction (to the extent such concept exists in the relevant jurisdiction) where its assets are located and wherever necessary to carry out its business and operations, including registration of each Loan Party that is a Macau... | Label: Qualifications |
ef1fa35c-9a97-493d-9a1f-f4b238e16277 | Clause:
Borrower owns good and marketable fee simple title to the Real Property and the Personal Property. To the actual knowledge of Borrower, the Real Property and the Personal Property are owned free and clear of all liens, claims and encumbrances, except the Permitted Exceptions.
Task: Classify this clause into ON... | Label: Titles |
23c509bb-7ef1-4447-b522-913403100f79 | Clause:
The consummation of the transactions contemplated by this Agreement shall take place at a closing (the “ Closing ”) to be held on September 8, 2016. The Closing may take place remotely, by exchange of documents and signatures by email and overnight mail, as counsel to the parties may agree. At the Closing, Sell... | Label: Closings |
17b8a0b6-b2f9-4301-bb57-a9ec60b121a2 | Clause:
On the Closing Date after giving effect to the Transactions, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. On the Restatement Effective Date after giving effect to the Argentum Transactions, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.
Task: Classify this ... | Label: Solvency |
fede3bd4-8cba-4c2f-8ab3-5b755df7d78c | Clause:
Notwithstanding the Change in Control vesting as stated in Section 2(b) above, any unvested RSUs will be forfeited immediately, automatically and without consideration upon a termination of the Participant’s Service for any reason. Without limiting the generality of the foregoing, the RSUs and the Shares (and a... | Label: Forfeitures |
99d43d0e-616f-4cf1-aff2-23804c943dd6 | Clause:
Without limiting Section 11.4 of the Security Agreement, upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, ass... | Label: Terminations |
111df486-6d91-4c2e-b7d0-a513bd0285b5 | Clause:
This Agreement may only be amended or supplemented by additional written agreements or instruments specifically referencing this Agreement and signed by the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Amendments |
cc243904-c90d-4b32-a8c0-e57d0bdc460f | Clause:
Each Borrower expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Lender to marshal assets or to proceed against any Loan Party, other Person or security (if any) for the payment or performance of any Obligations before, or as a c... | Label: Waivers |
6727688c-ee03-45c3-8f3c-32bcd45c716b | Clause:
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision or part thereof shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Law, the Parties waive any provision of Law which renders any pr... | Label: Severability |
6ed48672-bbd9-4641-9b9d-1c562696d082 | Clause:
This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Entire Agreements |
63ad403b-67f6-4778-985f-3e86973f1df2 | Clause:
Each Party shall promptly do, execute, deliver or cause to be done, executed or delivered all further acts, documents and matters in connection with this Agreement and/or the other Transaction Documents that any other Party may reasonably require, for the purposes of giving effect to this Agreement.
Task: Clas... | Label: Further Assurances |
79f5fb78-d2b7-4a4a-b044-bcae5ff61abc | Clause:
Except as specifically set forth herein (including Subsection 3.2 below) or as otherwise required by applicable law, the shares of the Series A Preferred Stock shall not entitle the holders of such shares to vote on matters brought to the stockholder for a vote. On any matter presented to the stockholders of th... | Label: General |
46b91c65-3711-4d8d-8ff0-359b26d3f867 | Clause:
Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for the benefit of Secured Parties. Each Secured Party ... | Label: Authority |
47ea94f1-e69d-43d3-93d3-d416a74cf96d | Clause:
The Company shall continue in existence in perpetuity, unless and until the Company is dissolved as provided in Section 13 .
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: Terms |
c06e2d92-6834-4502-a003-12a9911b07ef | 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 Guaranty Agreement or any other Loan Document shall be considered to have been relied upon by the other parties h... | Label: Survival |
0f9c8d30-eacf-4256-95d3-c688cf39d499 | Clause:
Capitalized terms used herein that are not expressly defined herein shall have the meanings set forth in the Amended and Restated Master Development Agreement dated as of the date hereof, by and among the parties hereto, as amended from time to time (the “ MDA ”).
Task: Classify this clause into ONE of these t... | Label: Definitions |
73f71d66-bbb0-4774-ba95-f3dc4ffb2054 | Clause:
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares and the Warrants pursuant to this Agreement shall be obtained and effective as of such Closing.
... | Label: Qualifications |
607cf855-e058-4d30-8dea-fd507338a4b5 | Clause:
(a) The Issuer will pay principal of and interest on the Note by wire transfer of immediately available funds to the bank account designated by the Holder in writing and delivered to the Issuer at least 2 Business Days prior to the applicable payment date. Such payment will be in such coin or currency of the Un... | Label: Payments |
a9b59fbf-7893-442c-b5fb-37abeebd5ec0 | Clause:
This Eighth Amendment shall be given effect and construed by application of the law 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, Assignments, Assig... | Label: Governing Laws |
0d7f953a-9d34-4de6-9e5a-0d175dbadf67 | Clause:
The occurrence of any of the following events: (a) any Loan Party or ERISA Affiliate fails to make full payment when due of all amounts which any Loan Party or ERISA Affiliate is required to pay as contributions, installments, or otherwise to or with respect to a Pension Plan or Multiemployer Plan, and such fai... | Label: Erisa |
c50518d1-5ed4-43a5-aed2-d0e298bbbbf9 | Clause:
The proceeds of the Initial Term Loans made on the Closing Date will be used, together with cash on hand at the Company, solely to pay the Transaction Costs. The proceeds of the Incremental Term Loans will be used solely for the purpose or purposes set forth in the applicable Incremental Facility Amendment. T... | Label: Use Of Proceeds |
d7219f71-9538-4f19-b9fa-ef7010001d24 | Clause:
This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Governing Laws |
57cd52f0-8f63-4be2-88d3-15c55cb276f0 | Clause:
By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delive... | Label: Waiver Of Jury Trials |
9850db29-05d2-484a-ab31-ecf072823c8b | Clause:
Unless otherwise agreed to in writing by the Parties at the time of Termination, upon a Termination, Employee shall be deemed to resign (i) if a member, from the Board and the board of directors of any Affiliate and any other board to which Employee has been appointed or nominated by or on behalf of the Compa... | Label: Positions |
e4948846-5775-4e8e-8b44-0ccc49d5a802 | Clause:
When a reference is made in this Agreement to an Article, a Section, an Exhibit, the Preamble or the Recitals, such reference shall be to an Article, a Section, an Exhibit, the Preamble or the Recitals of this Agreement, respectively, unless otherwise indicated. Whenever the words “include,” “includes” or “incl... | Label: Construction |
b3783bc7-7818-41ca-98b7-c15df2c3cfff | Clause:
Any Lender may at any time, without the consent of, or notice to, the Company, or the Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person), the Company or any of the Compa... | Label: Participations |
1be79a98-9610-48a0-9fd3-c51144fc135b | Clause:
Without prejudice to any other rights that the Parties have pursuant to this Supply Agreement, every provision of this Supply Agreement is intended to be severable. If any provision of this Supply Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisi... | Label: Severability |
4825ef59-fe03-43fb-9e00-a63c4a784c96 | Clause:
Except as otherwise specified in the Transaction Agreements, each Party shall pay its own costs and expenses, including legal, consulting, financial advisor and accounting fees and expenses, incurred in connection with the Transactions and the Transaction Agreements, irrespective of when incurred or whether or ... | Label: Expenses |
bf083ce3-77b8-4827-962f-c4f62befb2ea | Clause:
Each of the Borrower and each other Covered Party currently maintains 100% replacement cost insurance coverage (subject to customary deductibles) in respect of each of its Real Property Assets, as well as commercial general liability insurance (including, without limitation, “builders’ risk” where applicable) a... | Label: Insurances |
412a1b76-817d-43be-a09a-48189cb41374 | Clause:
The closing of the RTO shall occur on or before January 31, 2017 (the “ Closing Date ”).
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, B... | Label: Closings |
309343dc-4d36-4d25-8c48-2fa42d3c9451 | Clause:
Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for consents to the Plan. The acceptance of the Plan by each of the Restructuring Support Parties will not be solicited until such Parties have received the Disclosure Statement and related bal... | Label: Consents |
9d84a6bd-bd63-447c-9c19-cff7261f03de | Clause:
The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold pursuant to applicable law. The Company shall be entitled to rely on an opinion of counsel if any questions... | Label: Withholdings |
7e580213-5bb8-4a09-9469-1edb8593145e | Clause:
Any tax consequences arising from the grant of this Award shall be borne solely by the Grantee. The Company and/or its Related Corporations shall withhold taxes according to the requirements under the applicable laws, rules and regulations including withholding taxes at source. The Grantee will not be entitled ... | Label: Withholdings |
cfd114d2-ae07-4caf-8d6c-c85d808f5c72 | Clause:
Unless the Parties agree otherwise between the Signing Date and Closing, DanDrit will be responsible for arranging insurance protection for the OS Business after Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Insurances |
bd720a11-59d2-4bda-af4c-f4899a41ffc2 | Clause:
This Agreement, the Note and any related documents represent the entire understanding of the parties with respect to the subject matter of the Agreement. There are no other prior or contemporaneous agreements, either written or oral, among the parties with respect to this subject.
Task: Classify this clause in... | Label: Entire Agreements |
1f9b3f59-9df6-469c-a829-8c43ec7fc610 | Clause:
The Company confirms that neither it nor any other person acting on its behalf has provided Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its subsidiaries, other than the exi... | Label: Disclosures |
040d17be-f6bc-4e06-8e4d-a77e82d9a4cb | Clause:
Defined terms used but not defined in this Agreement are as defined in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorization... | Label: Definitions |
c30c684c-96e9-4a10-93fc-39baf89ebfb5 | Clause:
The execution and delivery by the SNH Parties of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents do not require the consent, approval, order, or authorization of any person under any agreement, contract, indenture or other instrument or applicable law... | Label: Approvals |
072d778c-9912-4898-acd9-658cc90a5621 | Clause:
In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03 ), the Borrowers jointly and severally agree that in the event a payment of an obligation shall be made by any Guarantor under this Agreement, the Borrowers shall indemnify su... | Label: Indemnity |
eb0f85ed-abc5-42b4-b3ab-3bdd91e51aab | Clause:
Subject to Section 8, in the event that any dispute arises between the Company and Executive regarding or relating to this Agreement and/or any aspect of Executive’s employment relationship with the Company, the parties consent to resolve such dispute through mandatory arbitration under the Commercial Rules of ... | Label: Arbitration |
1546edee-838b-4d4c-b899-9693a66ce215 | Clause:
No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in a writing signed by you and the Chairman of the Board or President of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of com... | Label: Miscellaneous |
f3ad3100-a8c6-41cd-95e5-0f100fb377f9 | Clause:
Each party’s obligations under this Section 4.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all Obligations.
Task: Classify this clause into ONE of these types (exactly ... | Label: Survival |
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