id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
3f54bd4b-63fd-402b-8f9a-ac54d0aaf24a | Clause:
Seller is solvent and will not be rendered insolvent by any Transaction and, after giving effect to such Transaction, will not be left with an unreasonably small amount of capital with which to engage in its business. Seller does not intend to incur, nor believes that it has incurred, debts beyond its ability ... | Label: Solvency |
23812d2a-410f-4e97-b644-b93bdd927ecf | Clause:
The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an A... | Label: Notices |
1f014843-10d9-4ac8-94c3-41e566416483 | Clause:
Upon the occurrence of an Event of Default, the party not in default shall have all remedies available under this Agreement and under applicable law and equity. Without limiting the foregoing, the party not in default shall have the following remedies whether in addition to, or as one of, the remedies otherwise... | Label: Remedies |
8751847d-b384-4749-99ae-5563dd666a70 | Clause:
The obligations of the parties hereto (including the Escrow Agent) are unique and any party may seek specific performance and/or injunctive relief in order to enforce this Agreement or to prevent violations of the provisions hereof, and no party shall object to specific performance or injunctive relief as an ap... | Label: Specific Performance |
387c3cad-8285-468c-ac15-9cf81785ac09 | Clause:
Each of the representations and warranties set forth in this Article II shall be deemed represented and made by TUAA at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.
Task: Classify this clause into ONE of thes... | Label: Survival |
ec672508-b3d4-4b94-bcd4-1e9066e4c110 | Clause:
Subject to Section 6.01 , Recipient, on behalf of itself and its Affiliates, Representatives or other Persons using such Services, hereby releases each member of the Provider Group and its Representatives (each, a “ Provider Indemnified Party ”), and Recipient hereby agrees to indemnify, defend and hold harmles... | Label: Releases |
fa72110a-68c3-4ee2-9434-0f48f662ec1e | Clause:
This Amendment may be signed in any number of counterparts, each of which shall be an original, but all of which taken together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Counterparts |
231e72a7-445c-470b-abfb-9f08befd8b5b | Clause:
This Amendment shall become effective on the date of the effectiveness of the Fifth Amendment (the “Effective 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,... | Label: Effectiveness |
51d9a995-e88a-4d1f-b831-699adfe54ffc | Clause:
In the event that Executive shall suffer from an illness, incapacity, or physical or mental disability which shall have prevented him from satisfactorily performing his obligations hereunder for a period of at least 180 consecutive days during the Term of this Agreement, this Agreement (other than Sections 6(d)... | Label: Disability |
8bf29563-2784-48a6-bd6c-91bbab518864 | Clause:
This Agreement will become effective only upon occurrence of the two following events: execution of this Agreement, the Note, and the Warrant by both the Issuer and the Investor, and delivery of the first payment of the Purchase Price by the Investor to the Issuer.
Task: Classify this clause into ONE of these ... | Label: Effective Dates |
3d419373-848a-429d-9270-19399e331c52 | Clause:
If the number of outstanding shares of the Corporation’s Stock is changed as a result of a stock split or other corporate transaction described in Section 2.3(a) of the Plan, the number of shares of Stock subject to this Award shall be adjusted pursuant to the terms of the Plan to reflect such change in the out... | Label: Adjustments |
66659dc8-a22a-4b5d-a7d5-d56656ee68f0 | Clause:
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.
Task: Classify this cl... | Label: Survival |
413c0b54-501e-406d-b44d-43dae6270165 | Clause:
No failure or delay on the part of any Holder in the exercise of any power, right or privilege hereunder or any of the other Transaction Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of an... | Label: Waivers |
0dc3aa08-164a-47f0-8053-85f4383b4280 | Clause:
Seller shall terminate its policies of insurance as of noon Central Time on the Closing Date, and Purchaser shall be responsible for obtaining its own insurance thereafter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Insurances |
c5ab3d0a-fd0a-4148-adfd-7dfbd91ad20c | Clause:
This Assignment shall be governed by and construed in accordance with the laws of the State of Utah without regard to conflicts of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Governing Laws |
28f1c72a-aead-4c01-ba76-09a29fee18d5 | Clause:
If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, then, subject to the provisions of Section 6(b) hereof, such invalidity or unenforceability shall not affect any other provision or application of thi... | Label: Severability |
23e5e33e-8830-4ee3-bc8f-8369485fc7df | Clause:
Except as otherwise provided in this Agreement, any and all notices or other communications required or permitted under this Agreement shall be deemed duly given to any party (i) when delivered personally, (ii) when delivered, if sent by Federal Express or another nationally recognized overnight carrier, (iii) ... | Label: Notices |
d518ab38-0c74-4cf6-8351-5d301fed906c | Clause:
In addition to, and not in lieu of, any other waivers herein, each Pledgor waives to the greatest extent it may lawfully do so, and agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling ... | Label: Waivers |
6d647e5e-58d1-4533-8fcc-b81ed25b9ab5 | Clause:
No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by Law or the rules or re... | Label: Publicity |
eda7d37f-db71-4c6d-8931-2d8f04fba4ca | Clause:
To the extent that the receipt of the Restricted Shares 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 withholding obligation, the Employee shall deliver t... | Label: Tax Withholdings |
d71d59ea-5c70-4dd7-8dfc-ec8232ceba7b | Clause:
Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Restatement Effective Date. As of the Restatement Effective Date, all premiums in respect of such insurance have been paid. The Borrower maintains, and has caused each Subsidia... | Label: Insurances |
debddd34-799c-430c-bddb-a9fd069c75c2 | Clause:
All notices or other communications given or made hereunder will be in writing and will be deemed to have been given when delivered personally or by facsimile or electronic mail to the party designated to receive such notice, or on the date following the day sent by overnight courier, or on the third (3rd) busi... | Label: Notices |
338d07bf-18e0-4ec0-891f-8f12d48f7b4e | Clause:
The Borrower will use the proceeds of the Revolving Facility Loans and Swingline Loans, and may request the issuance of Letters of Credit, solely (i) for working capital and general corporate purposes (including for Permitted Business Acquisitions) of the Loan Parties and their Subsidiaries, including, together... | Label: Use Of Proceeds |
7629dac4-7c12-4a04-bd50-af0bfffcb38a | Clause:
Seller and Purchaser each represent to the other that it has had no dealings with any broker, finder or other party concerning Purchaser’s acquisition of the Property other than CBRE Inc., who represents Seller (“Listing Broker”). Seller shall pay a commission (the “Commission”) to the Listing Broker pursuant t... | Label: Brokers |
b080e2de-53bd-4114-bfec-7e9434d952b9 | Clause:
This Agreement shall be deemed to be a contract made under and shall be governed by and construed 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, Applicable Laws, Approvals, Arb... | Label: Governing Laws |
b9ca076c-0d9e-4ce1-bac2-49c318aa41cd | Clause:
The assignment and transfer evidenced hereby shall become effective on the date hereof upon the execution and delivery of this Agreement by all Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Effectiveness |
15fb5e53-3c0a-4e01-8146-af65d8807355 | Clause:
The Administrative Agent, each Letter of Credit Issuer, each other Agent and each Lender shall hold all non-public information furnished by or on behalf of Parent Guarantor, the Borrower or any Subsidiary of the Borrower in connection with the Transactions or such Lender’s evaluation of whether to become a Lend... | Label: Confidentiality |
11dc6b35-b939-4785-bc5c-86327513b4e8 | Clause:
The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without... | Label: Successors |
02decba1-f6af-417f-bb8b-1e002bc0b18e | Clause:
If Executive was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was an officer or employee of... | Label: Indemnifications |
bc0590d7-f6eb-4aab-b33f-8b199eaed9c0 | Clause:
Except as otherwise disclosed to Buyer in writing, there are no property taxes, governmental charges, levies or governmental assessments with respect to any REO Property that are delinquent by more than ninety (90) days; provided, however, that a disclosure of outstanding charges provided to Buyer may include t... | Label: Taxes |
c9612946-2f4f-4515-ae2a-007856be76c5 | Clause:
This Guaranty shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas. Each Guarantor hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Houston, Texas in any action or proceeding arising out of or relating to this Guaranty a... | Label: Governing Laws |
2cccaf12-880e-4295-a0f4-bf1f8141413b | Clause:
Employee’s annual base salary for all services rendered shall initially be One Hundred Eighty Five Thousand and 00/100 Dollars ($185,000.00) (less applicable taxes and withholdings) payable in accordance with the Bank’s customary payroll practices as they may exist from time to time (“ Base Salary ”). The Emplo... | Label: Base Salary |
07123a36-6ea9-46b6-be92-f74fb7fcb2e1 | Clause:
This Agreement (including the Exhibits, INOL Disclosure Statement, the 8687544 Disclosure Statement and any other documents, instruments and certificates referred to herein, which are incorporated in and constitute a part of this Agreement) contains the entire agreement of the Parties.
Task: Classify this clau... | Label: Entire Agreements |
1182a91b-bb77-4873-9e10-9b19117413c3 | Clause:
This Amendment and Conversion Agreement may be executed in any number of counterparts each of which shall be deemed an original and which, taken together, shall form one and the same agreement. Execution and delivery of this Amendment and Conversion Agreement may be evidenced by a scan/.pdf of the executed docu... | Label: Counterparts |
f43fc843-bfc2-4212-a10c-af5604d89a67 | Clause:
The Company and the Consultant acknowledge and agree that during the Consultant’s performance of Services, the Consultant will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company and the A... | Label: Confidentiality |
e2f6da2d-4768-4dc8-a92b-17e651e6a700 | Clause:
Each party shall take such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this 2016-1 Servicing Supplement and the 2016-1 Servicing Agreement and to better assure and confirm unto the requesting party it... | Label: Further Assurances |
ca189d76-4f23-4642-8ff8-292413d91257 | Clause:
Each of the Parties hereto will co-operate with the others and execute and deliver to the other Parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other Party hereto as necessary to carry out, evidence, and confirm the intended... | Label: Further Assurances |
88453e24-32b5-4158-8676-7c1de26970ba | Clause:
Fortress will pay when due all taxes, rates, assessments, levies or dues against tenures granted under Article 6 and all Improvements constructed or installed and all business and operations of Fortress conducted hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Taxes |
73a937cd-93f7-43f8-a2c1-7b9ca7ee0fe1 | Clause:
This Agreement shall terminate upon death of the Executive; provided, however, that in such event the Employer shall pay to the estate of the Executive the compensation, including Base Salary and accrued but unused paid-time off in accordance with Employer’s policies with respect thereto, which otherwise would ... | Label: Death |
a388d6f2-7433-4966-b367-1f564786489e | Clause:
This Amendment No. 3 may be executed in any number of separate original counterparts and by the different parties on separate counterparts, each of which shall be deemed to be an original, but all of such counterparts shall together constitute one agreement. Delivery of an executed counterpart of a signature pa... | Label: Counterparts |
305d62fa-c03a-485c-9fe5-9ebbffd3b803 | Clause:
Borrower and Obligated Parties and the properties of Borrower, its Subsidiaries and Obligated Parties are insured with financially sound and reputable insurance companies not Affiliates of Borrower or any Obligated Party, in such amounts, with such deductibles and covering such risks as are customarily carried ... | Label: Insurances |
8453e152-03e7-498b-9b76-8937be41a4c8 | Clause:
Borrower agrees not to transfer, assign, pledge or hypothecate any right or interest in any payment or advance due pursuant to this Loan Agreement, or any of the other benefits of this Loan Agreement, without the prior written consent of Lender. Any assignment made or attempted by Borrower without the prior wri... | Label: Assignments |
77070d21-2e34-4048-99e4-c9c0fba96c4e | Clause:
You shall refrain at all times after the Separation Date from making any oral or written statements to third parties about the Company or any of its affiliates, or any of such entities’ officers, employees, agents, or representatives that are disparaging, slanderous, libelous, or defamatory. The Company shall d... | Label: Non-Disparagement |
6e80bee7-2325-4873-9c70-0c91b523b157 | Clause:
The Lenders shall have received satisfactory historical financial statements, pro forma financial statements and projections of the Company and its Subsidiaries, including (i)(A) audited consolidated balance sheets and related consolidated statements of income, shareholder’s equity and cash flows for the three ... | Label: Financial Statements |
04572233-c22c-40d0-acb3-c292d08e07de | Clause:
This Agreement shall be construed in accordance with the substantive laws of the State of New York applicable to agreements made and to be performed entirely in such State, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. The parties hereto inte... | Label: Governing Laws |
9ec830a4-1b9d-419e-80bb-e69215ad8998 | Clause:
As of the Effective Date, (a) OpCo has a valid ownership interest in and good title in all material property it purports to own, and (b) the Borrower (after giving effect to the Acquisition) has a valid ownership interest and good title in the membership interests of OpCo it purports to own and in all other mat... | Label: Titles |
d35d7194-3ad4-476c-8506-b1c09aa67e68 | Clause:
Only those individuals who are serving as executive officers (but excluding the Executive Chairman) as of the first quarter Board meeting each year are eligible to participate in the Plan for that plan year (the “ Participants ”). In the case of a promotion, an individual must have been promoted to “executive o... | Label: Participations |
3bc929f3-cabf-4912-89dc-ea3fcace4627 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile or other electronic transmission (including .pdf) shall be as ... | Label: Counterparts |
76e0a20e-f2c7-45c7-aacf-7842aa4174e9 | Clause:
The Company shall be obligated to withhold amounts sufficient to satisfy any tax withholding or similar withholding obligations to which the Company or its Subsidiaries may be subject by reason of payment under this Award. The Participant expressly acknowledges and agrees that the Participant’s rights hereunde... | Label: Withholdings |
1213a074-7347-4037-9ff9-88a9f3d53f7f | Clause:
The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of... | Label: Capitalization |
0e238374-dc91-4762-aaf9-873430264680 | Clause:
Other than Article V, to which Section 5.7 shall apply, whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicabl... | Label: Severability |
db29d4b8-3bf8-441e-8c8f-15a20749e08b | Clause:
This Note is to be construed and enforced in accordance with the laws of the State in which the Property is located.
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: Governing Laws |
73710f1f-256e-4fd0-8054-35261f0ccb04 | Clause:
The term of this Agreement shall begin on the date of execution of this Agreement and, unless sooner terminated pursuant to Section 10 of this Agreement, shall terminate on June 30, 2017; provided that on June 30, 2016, the term of this agreement shall be extended for two years and on June 30, 2018 and on each ... | Label: Terms |
f90d58bb-f429-40b3-911f-19e30d9fd533 | Clause:
All demands, notices and communications required to be provided hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, postage prepaid, and return receipt requested, or, if by other means, when received by the other party at the address set forth on... | Label: Notices |
ed90f7c9-51ab-4aeb-b539-6910a1a78774 | Clause:
The parties acknowledge and agree that the covenants, terms and provisions contained in this Agreement constitute a personal employment contract and the rights and obligations of the parties hereunder cannot be transferred, sold, assigned, pledged or hypothecated, excepting that the Company shall assign this Ag... | Label: Assignments |
6b231862-f353-47f5-b0af-5c41fc0de5ee | Clause:
This Agreement may be executed in multiple counterparts which shall together constitute a single document. However, this Agreement shall not be effective unless and until all counterpart signatures have been obtained. Faxed or electronically scanned signatures shall have the same binding effect as original sign... | Label: Counterparts |
20951c3c-df15-476b-b246-202d8e081f50 | Clause:
This Agreement is made in and shall be construed in accordance with the laws of the State of California. Any lawsuit, action or other proceeding to enforce or interpret the terms of this Agreement shall be brought in an appropriate federal or state court in Los Angeles County, California, and both Unified and y... | Label: Governing Laws |
aa5e76e5-2e69-4626-ac74-e9c4e3c5a4c6 | Clause:
Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address on file with the Company or at such ... | Label: Notices |
695e203a-af73-4a1d-8519-5bdb0dce08a9 | Clause:
The words “Borrower” and “Holder” shall be deemed to include their respective heirs, representatives, successors and assigns, and shall denote the singular and/or plural, and the masculine and/or feminine, and natural and/or artificial persons, as appropriate. The provisions of this Note shall remain in full fo... | Label: Construction |
bac10604-fe3d-4037-8e6f-53a2be0eedee | Clause:
Any provision of this Fifteenth Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisd... | Label: Severability |
339ae8b2-c50b-4324-beaf-e3ea28408bbe | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telefacsi... | Label: Counterparts |
53148fdf-b6e4-4628-bcc7-ec098581a2d7 | Clause:
This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which together will constitute a single Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Counterparts |
f5b9069d-ed02-430b-a6c5-a200341caba5 | Clause:
This Agreement shall be governed and construed in accordance with the internal laws of the State of New York without reference to its conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Applicable Laws |
81d21e4e-bcf1-4d9d-ac3a-c298289fdafb | Clause:
The Loan Documents constitute the entire understanding of the parties thereto with respect to the subject matter thereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Entire Agreements |
c6d1e235-4081-4b69-9869-a22b5cab7885 | Clause:
From the Effective Date, the Executive will be entitled to receive a base salary (“ Base Salary” ) at a rate of US$200,000 per annum, payable in accordance with the Company’s payroll practices and applicable law. If the rate of Base Salary per annum paid to Executive is increased during the Term of Employment, ... | Label: Base Salary |
1104dace-3c41-4a92-b7cc-4205212bcf68 | Clause:
The holder shall furnish proof of insurance, such as a certificate of insurance, to the authorized officer prior to issuance of this permit and each year thereafter that this permit is in effect. The Forest Service reserves the right to review the insurance policy and require any changes needed to ensure adequ... | Label: Insurances |
d17a7066-3525-4780-b6cc-841c30d176a4 | Clause:
This Agreement, together with the Registration Rights Agreement, contains the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes any prior agreements or understandings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Entire Agreements |
7fa5344e-5958-4fb8-ac99-97d317a59383 | Clause:
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Placer County, California be... | Label: Arbitration |
89c62691-a916-415c-9d4b-fc6e72ae6a43 | Clause:
This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Counterparts |
4bef23e4-9eca-4dfd-8e6a-18e8b8898e56 | Clause:
To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of... | Label: Erisa |
a7009b70-698c-4927-b338-82f4672704bb | Clause:
EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS SITTING IN COOK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF ILLINOIS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION ... | Label: Submission To Jurisdiction |
bffe1128-a241-4392-829e-7e6a10e230c3 | Clause:
This Agreement will not be effective with respect to the Company until the satisfaction of the following conditions subsequent: CEC and CAC shall have (a) reached agreement on the terms and conditions of, and executed and delivered, the Merger Agreement in form and substance reasonably acceptable to the Company... | Label: Effectiveness |
b0f01a3b-5871-4b2f-b5d9-bf2af239ab1d | Clause:
Each party hereto acknowledges that the terms and conditions of this Lease are to remain confidential for the other party’s benefit, and may not be disclosed by either party hereto to anyone, by any manner or means, directly or indirectly, without the other party’s prior written consent; however, each party her... | Label: Confidentiality |
934b4e5a-d8fd-47c6-aca1-ba2b9f158e38 | Clause:
No modification, waiver, amendment, discharge or change of this Agreement, except as otherwise provided herein, shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is sought. This Agreement contains the e... | Label: Modifications |
0a8d8fdf-03c9-4128-b5f6-3acd15b7044b | Clause:
Executive understands that he is entitled to review or obtain a copy of the Joinder Agreement and the Plan, at any time, and may do so by contacting the Employer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Miscellaneous |
9ff77d5b-853e-4303-a640-22a5fc9e07a2 | Clause:
The execution, delivery and performance of each of the Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Certificate of Incorporation or the By-laws (or equivalent constitutive document) of the ... | Label: No Conflicts |
c65ba5c5-d76a-4d9c-80ff-4087cbbbdab4 | Clause:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL O... | Label: Waiver Of Jury Trials |
81e7e22d-fecf-4e92-84a2-ce05134513db | Clause:
Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing and shall be given to any Member at its address, telecopy number or email address shown in the Company’s books and records, or, if given to the Company, at the addresses listed on Schedule I or such other add... | Label: Notices |
8f9e7bfb-d936-43e8-9de4-b1ec5363d3a2 | Clause:
Executive hereby expressly confirms Executive’s continuing obligations to the Company pursuant to Executive’s Proprietary Information and Inventions Agreement with the Company (the “ Confidential Information Agreement ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Confidentiality |
a1dd0906-73a0-4333-9c54-bc51c843f055 | Clause:
Subject to all other provisions of this Lease, each of the covenants, conditions and provisions of this Lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of Sublandlord and of Subtenant, but also of their respective heirs, personal representatives, successors or ass... | Label: Binding Effects |
317b3c85-b89b-4cd2-bd55-20532cecc1d3 | Clause:
If an adjustment is made to the Purchase Price pursuant to this Agreement, the Tax Allocation shall be adjusted accordingly in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Sellers based solely on such adjustment.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Adjustments |
fd88a7e9-f2c5-47e5-923d-9d8d32dc0459 | Clause:
The closing of the purchase and sale of the Notes (the “ Closing ”) shall occur at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022, on the third business day following the execution of the Note Purchase Agreement or on such later date or at such different location as the parties shall ... | Label: Closings |
aae87f65-258c-4280-977d-70b9476127a6 | Clause:
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to assume express... | Label: Successors |
d659ca2e-9d4f-4458-8ebb-a329d31bf8d7 | Clause:
Waggoner represents and warrants to the Company that neither his entry into this Agreement nor his performance of his obligations hereunder will conflict with or result in a breach of the terms, conditions or provisions of any other agreement or obligation to which Waggoner is a party or by which Waggoner is bo... | Label: No Conflicts |
bf88467f-2baa-4058-91ae-c29047ca1891 | Clause:
This Agreement (including the Exhibits hereto), the Restated Certificate, the Warrants, and the other Transaction Agreements constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject m... | Label: Entire Agreements |
4596c254-3671-4265-9665-0310211b1c9a | Clause:
Borrower agrees to promptly reimburse Lender for (i) all costs and expenses of collection of the Note, including reasonable attorneys’ fees, and (ii) all expenses incurred by Lender in acting on behalf of Borrower, the Bank or the other Subsidiaries in accordance with the terms of this Agreement or to maintain ... | Label: Expenses |
0e80689d-82cd-48f1-80ae-9c6859c87825 | Clause:
Pledgor has good and indefeasible title to the Pledged Collateral and will at all times be the legal and beneficial owner of such Pledged Collateral free and clear of all Liens, other than Permitted Liens and has the right to pledge, sell, assign or transfer such Pledged Collateral. There exists no Adverse Clai... | Label: Titles |
75d111fc-7067-4721-a9c4-5f151cde80f9 | Clause:
This Agreement constitutes the full and entire understanding and agreement of the Parties with regard to the subjects hereof and supersedes and cancels in its entirety all other or prior or contemporaneous agreements, whether oral or written, with respect thereto, including any prior employment agreements betwe... | Label: Entire Agreements |
e7e6044a-9325-436b-a48d-d0611b1a8e09 | Clause:
All rights and remedies hereunder and under the Indenture and the other Transaction Documents are cumulative and not alternative, and the Trustee or the Noteholders may proceed in any order from time to time against the Issuer, the Guarantor or any other guarantor of all or any part of the Obligations and their... | Label: Amendments |
ba665feb-17bf-43cc-9e1d-4e2b86d59006 | Clause:
The parties hereto recognize that the Company or an Affiliate may be obligated to withhold federal and state taxes or other taxes upon the vesting of the Performance Share Units or Restricted Stock or, in the event that the Employee elects under Code Section 83(b) to report the receipt of the Restricted Shares ... | Label: Tax Withholdings |
8b528e9b-2eb1-4ce7-a6a7-36778986d367 | Clause:
EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, AND AGREES THAT ANY SUCH ACTIO... | Label: Waiver Of Jury Trials |
84c932a8-ea1a-4d40-8953-f9a85e34039d | Clause:
No delay or failure by any party hereto in exercising, protecting, or enforcing any of its rights, titles, interests, or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party hereto of any right, title, interest, or rem... | Label: No Waivers |
b49a4e5d-1b3d-4ba9-98e2-a538dd8ef156 | Clause:
The Sponsor Entities agree and acknowledge that the Partnership Group does not have an adequate remedy at law for the breach by the Sponsor and its Subsidiaries (other than the Partnership Group) of the covenants and agreements set forth in this Article II, and that any breach by the Sponsor and its Subsidiarie... | Label: Enforcements |
8ea5d799-10bf-466d-9d46-113a993c06b2 | Clause:
(f) The General Partner has the requisite power and authority to execute, deliver and perform this Agreement on behalf of the Borrowers and each of the other Loan Documents which are required to be executed on behalf of each of the Borrowers as required by this Agreement. The General Partner is the Person who h... | Label: Authority |
05b1ff3a-5a25-4470-ac6a-7fc4734f6c63 | Clause:
The Borrower will use the proceeds of the Loans and the Letters of Credit solely to (a) pay closing costs in connection with this Agreement; (b) repay existing loans, fund future development projects and property and equipment acquisitions of Borrower and its Subsidiaries (which may include Investments by Borro... | Label: Use Of Proceeds |
1f1f1949-f7ff-46fd-ba59-f920e3ec8c38 | Clause:
Each of the representations and warranties of the Corporation contained in Section 3 shall be true and accurate in all material respects on and as of the Closing with the same force and effect as if they had been made at the Closing, except for (a) those representations and warranties that address matters only ... | Label: Representations |
640e9cba-64e2-4315-b90a-cc6f4a8b5067 | Clause:
Except as otherwise required by law, Carlson will not make, publish, or disseminate any derogatory statements or comments about the Company or any of its subsidiaries and affiliated entities, or any of their past or present officers or directors, or take any action which a reasonable person would expect would i... | Label: Non-Disparagement |
50c6e95d-c424-475b-a013-12c10915fba7 | Clause:
The financial statements of RMS, copies of which have been furnished to Purchaser and Agent, (i) are, as of the dates and for the periods referred to therein, complete and correct in all material respects, (ii) present fairly the financial condition and results of operations of RMS as of the dates and for the p... | Label: Financial Statements |
dea7292f-59b1-4a50-bc1e-e04d38941ce9 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s Indebtedness (other than payment of trade payables in the ordinary course of the Company’s business and prior pr... | Label: Use Of Proceeds |
e6eca142-09da-49fc-bd3c-4e967bfdb7ab | Clause:
All of the Borrower’s obligations under this Section 2.6 shall survive termination of the Total Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Survival |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.