id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
f2932a2a-6908-4034-9853-63706e822f17 | Clause:
The non-competition, non-solicitation, and other restrictive covenant agreement in the form and manner required by the Company in its sole discretion from time to time that is either a 2-Year Agreement or a 1-Year Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Agreements |
be3088be-4829-4ed6-a5df-c28124942aaa | Clause:
As used herein, the term “Real Property Taxes” shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitab... | Label: Definitions |
fe75db35-6f60-4a7b-a24e-4ca65f1e8d90 | Clause:
As of the Effective Date, Part (a) of Schedule 3.12 sets forth the name of, and the ownership interest of the Borrower and each Subsidiary in, each Subsidiary. As of the Effective Date, Part (b) of Schedule 3.12 sets forth all equity investments in any other corporation or entity other than those specifically d... | Label: Subsidiaries |
3e82ec49-1fa0-4c6b-8ceb-d401e2b5e9d0 | Clause:
This Agreement is the entire agreement between the Executive and the Company and its Affiliates regarding the subject matter hereof. By entering into this Agreement, the parties agree that any and all prior agreements or understandings with respect to the subject matter hereof are superseded (other than the pro... | Label: Entire Agreements |
bf96c9f0-9edd-419d-8fd8-9bdbf802be38 | Clause:
No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except Permitted Encumbrances.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Liens |
07e7273e-2dbc-42d0-8e72-0d105ae30600 | Clause:
The Company shall submit drafts to CAC of any press releases and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least three (3) Business Days prior to making any such disclosure, and shall afford them a reasonable opport... | Label: Publicity |
0cd93b3b-6885-4d06-a35b-b9e6abd34354 | Clause:
THE PARTIES AGREE THAT TO THE EXTENT ANY DISPUTE DOES NOT INVOLVE DISPUTED AMOUNTS IN EXCESS OF $1,000,000, ANY SUCH DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE DECIDED BY CONFIDENTIAL, BINDING NEUTRAL ARBITRATION AS PROVIDED BY TEXAS LAW TO BE CONDUCTED IN ACCORDANCE WITH THE JAMS STREAMLINED... | Label: Arbitration |
4de1a993-196b-4174-8d86-a4ecd7125d0d | Clause:
This Agreement, together with the Indenture and the other Transaction Documents, contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter... | Label: Entire Agreements |
49d05191-3fef-4222-9987-c8d56544d40e | Clause:
Except as set forth on Schedule 3.1(j) , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governme... | Label: Litigations |
f0489766-0644-4410-a4f1-6c6f12eeb937 | Clause:
Guarantor is not a party to any agreement, instrument or indenture, or subject to any restriction, materially adversely affecting its business, operations, assets or financial condition, except as disclosed in the financial statements referred to in Section 3(g) . Guarantor is not in default in the performance... | Label: Agreements |
1cc77434-f6c5-4e7b-af1c-bed13781947f | Clause:
All written notices required by this Agreement shall be delivered or mailed to the other parties at the addresses set forth below or to such other address as a party may specify in writing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Notices |
6477f8d6-5a1a-4fab-aead-b59c096251a8 | Clause:
Except as may be required by the Bankruptcy Court, from and after the Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the... | Label: Confidentiality |
1940d8e3-05e6-4be9-9e97-3da87d379129 | Clause:
If the Executive dies during the Term, this Agreement shall automatically terminate and the Company shall have no further obligation to the Executive or the Executive's estate, except to pay the Executive's estate (or beneficiary, if applicable) that portion of the Base Salary and other compensation and benefit... | Label: Death |
9d114b6c-3831-463b-85b1-0fa98cef75be | Clause:
All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given (a) when personally delivered, (b) if mailed registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the... | Label: Notices |
83eb0b87-0116-4e75-88be-efaae2eb575f | Clause:
This Agreement shall terminate only (i) by written consent of the MD Stockholders (for so long as the MD Stockholders own DTI Securities), the SLP Stockholders (for so long as the SLP Stockholders own DTI Securities) and the holders of a majority of the DTI Securities held by all of the Management Stockholders,... | Label: Terminations |
508d1022-fe7c-44b3-80c9-e5fd43ca3dfc | Clause:
Use the proceeds of the Extensions of Credit only (a) for the refinancing of existing Indebtedness (including Indebtedness under the Existing Credit Agreement), (b) for working capital and general corporate purposes (including Permitted Acquisitions) of the Borrower and its Subsidiaries and (c) in a manner cons... | Label: Use Of Proceeds |
57943f25-c7bd-4966-bb5e-af3d4f2f4bd8 | Clause:
Subject to the termination provisions set forth in Section 10 , the closing of the transactions contemplated hereby (the “ Closing ”) shall occur following the receipt of all Funds by the Company and the satisfaction or waiver of all of the conditions set forth in Sections 8 and 9 (other than those conditions t... | Label: Closings |
dd97eb1f-2f41-4f81-bd65-7959b3989716 | Clause:
The waiver by either party of the other party’s failure to perform or observe any term, covenant or condition herein contained to be performed or observed by such waiving party shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent failure of the party failing to perform or ... | Label: Waivers |
f30abb68-fb16-4612-b2f2-2731c5f02d69 | Clause:
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ... | Label: Governing Laws |
7375fcb6-448c-48a6-809f-e89d1dff403a | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Governing Laws |
1d698186-3e70-40f0-bd04-699616cbda11 | Clause:
This Agreement shall become effective when it shall have been executed by the Borrower, the Lenders and the Administrative Agent, and the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and when the conditions set f... | Label: Binding Effects |
3908ee85-2f92-4ccc-9d52-2e9ef1fe175e | Clause:
It is intended that, in view of the nature of the Company’s business, the restrictions contained in Sections 6.1 through 6.4 (including, without limitation, the restrictions that are specifically incorporated herein by reference), are considered reasonable and necessary to protect the Company’s legitimate busin... | Label: Remedies |
0f606473-e57d-4b90-85f5-2801ebfcf8af | Clause:
The Holder is acquiring this Warrant and will acquire the Warrant Exercised Units for its own account, with no present intention of distributing or reselling this Warrant or the Warrant Exercised Units or any part thereof in violation of applicable securities laws. The Holder acknowledges that this Warrant has... | Label: Representations |
e410dcd7-85c9-49db-bba1-ca3612f7d454 | Clause:
This Agreement shall be governed and interpreted in accordance with the laws of the State of North Carolina.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Governing Laws |
c0e51e88-dc4b-4e47-8812-cb9e51df7de5 | Clause:
No Borrower will, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions at pric... | Label: Transactions With Affiliates |
00dad0fa-a2a7-4694-8f27-79210c1989e6 | Clause:
The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of the Trust, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have ac... | Label: Records |
7e27b306-e35c-4537-9600-dad85aa673f8 | Clause:
Employee shall be entitled to fringe benefits, including vacation days, sick and personal days and company holidays pursuant to the Employer's paid time off plan as per the Employer's employee handbook, and insurance (health, disability and life), and Employee shall be entitled to participate, subject to all co... | Label: Benefits |
ecfbcc2e-6024-439f-b496-ec7c818780ee | Clause:
All notices shall be deemed given by prepaid reputable overnight courier, and addressed as set forth at the signature line below or to such other address as the party to receive the notice or request so designates by written notice to the other.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Notices |
9244a1cb-55cc-4924-b99b-ca924f1f7850 | Clause:
All notices, requests, and demands to or upon the Purchaser or any Guarantor hereunder shall be effected in the manner provided for in the Purchase Agreement, provided that any such notice, request, or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedu... | Label: Notices |
8b451896-b77e-4a20-9760-bc98da03e151 | Clause:
This Agreement may be executed in counterparts (including by facsimile or by .pdf delivered via email), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Counterparts |
3d73ba45-24fb-4d0c-93f2-98ed19ba7e5f | Clause:
The Company shall indemnify, defend, and hold harmless the Member (including its members, officers, directors, agents, employees, and affiliates) to the fullest extent permitted under the Act against any and all liability, damage, loss, cost, or expense (including, without limitation, attorneys’ fees) incurred ... | Label: Indemnifications |
235c2abf-f976-41bf-8cfa-8323b93b8dc6 | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS.
Task: Class... | Label: Governing Laws |
8ed65521-92f2-4733-97a9-0500e0f01240 | Clause:
In the event of actual or threatened breach by Executive of any of his covenants in Articles V , VI , and VII , the Company shall be entitled to equitable relief by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to whi... | Label: Remedies |
e404df3b-753b-48a3-9111-01de8d9406f0 | Clause:
The Company and each Purchaser agrees that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed by any party in accordance with their specific terms or were otherwise breached by such party. The Company and each Purchaser accordingly agrees that, in additio... | Label: Remedies |
f25d5130-4409-4a6b-b7d1-d459ec926f50 | Clause:
Section 3(p) of the Disclosure Schedule sets forth each instance in which Logicmark (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrati... | Label: Litigations |
c64a7992-3ba8-48bf-9a83-0a74d09b6e15 | Clause:
None of (i) the execution and delivery by any Credit Party of this Amendment, (ii) the performance by any Credit Party of this Amendment or the Credit Agreement, to the extent such Credit Party is a party thereto, or (iii) compliance with the terms and provisions thereof, the Term B-1 Loan Refinancing or the o... | Label: Authorizations |
fd98b236-c18c-40a3-ad2f-b831ff79317f | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant ... | Label: No Conflicts |
cc9bc6ff-3000-47f2-84a9-3e4152ec6d00 | Clause:
The Restricted Stock Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Governing Laws |
c432fa90-3569-48b5-a170-10857b8d045a | Clause:
The parties to this Agreement agree that it is their intention that the Parity Liens be identical. In furtherance of the foregoing, the parties hereto agree that the Security Documents shall be in all material respects the same forms of documents as the respective Security Documents creating Liens on the Collat... | Label: Agreements |
6d690079-720a-4505-bcc1-d34e50569444 | Clause:
During each calendar year of the Term, the Executive shall be eligible to accrue paid vacation up to twenty five (25) days in accordance with the Company’s vacation policy for senior level executive officers, as it may be amended from time to time. The Executive agrees that vacation time is to be taken at such ... | Label: Vacations |
0dac40a3-e792-4d7f-82bb-3c262ead55de | Clause:
The Executive’s employment with the Company under this Agreement shall automatically terminate upon the death of the Executive. Upon termination for death, the Executive or the Executive’s estate shall only be entitled to (i) payment of any portion of the Base Salary due and owing up to such date; (ii) payment ... | Label: Death |
23e67344-7c7f-4c25-8a3e-64567f61a6ad | Clause:
The Borrower for itself and its Subsidiaries will (a) maintain with financially sound and reputable insurance companies insurance with respect to its properties and business against loss or damage of the kinds and in amounts which are reasonable (taking into account industry business practices, including self-i... | Label: Insurances |
d612ebbe-3cd0-42a4-b5cc-ef329fd03a0b | Clause:
Notwithstanding the termination of this Agreement pursuant to Section 5 hereof, the agreements and obligations of the Parties in this Section 6 and Section 5.06 shall survive such termination and shall continue in full force and effect in accordance with the terms hereof.
Task: Classify this clause into ONE ... | Label: Survival |
dc73044d-948a-49fb-9b4b-a7da6994ffb5 | Clause:
Any modification or waiver of any provision of this Agreement, or any consent to any departure by any party from the terms hereof, shall not be effective in any event unless the same is in writing and signed by Agent and Subordinated Creditors, and then such modification, waiver or consent shall be effective on... | Label: Modifications |
293c232a-df14-4c3b-b967-2dfedf3168e5 | Clause:
From and after the Effective Date, the Borrower and/or the Administrative Agent, as applicable, shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and t... | Label: Payments |
d1971ad5-f8a2-4796-bb54-74f287a249e8 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company 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 period as the Company was requ... | Label: Financial Statements |
d919c1e0-cd8c-4d82-896c-2811ab5e1bcf | Clause:
Each Lender and each L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as Administrative Agent hereunder and under the other Loan Papers and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the te... | Label: Authority |
c3401287-a060-4eab-9e31-9572dce64c23 | Clause:
All disclosure provided by the Company to the Investors regarding the Company, its business and the transactions contemplated hereby, including the Schedules to this Agreement, furnished by or on the behalf of the Company are true and correct in all material respects and do not contain any untrue statement of a... | Label: Disclosures |
7156d4b6-47b5-4415-bd20-b919aea2d2df | Clause:
Upon Unforeseeable Emergency . If a Participant suffers an Unforeseeable Emergency, the Participant may submit a written request to the Committee for payment of the vested portion of the Participant’s Account. The Committee will evaluate the Participant’s request for payment due to an Unforeseeable Emergency ta... | Label: Payments |
a92f3fee-a0a9-464c-a01a-e2e3bf36de27 | Clause:
This Agreement (including all schedules and exhibits hereto and all certificates and other documents delivered in connection with this Agreement), together with the SPA (which the parties acknowledge the Issuer is not a party thereto) and all certificates and other documents delivered in connection with the SPA... | Label: Entire Agreements |
b1ab9cee-e9d6-4861-9ec1-58ab567744ee | Clause:
The initial term (the "Initial Term") of this Agreement shall commence on the Effective Date of this Agreement and continue through midnight on December 31, 2016, unless otherwise terminated in accordance with the provisions of Sections 6 or 15. Unless terminated, this Agreement shall automatically renew for ad... | Label: Terms |
cd88a099-4396-46c0-9be7-d8c60ecb2f52 | Clause:
The issuance of any amounts under this Agreement will be subject to and conditioned upon compliance by the Company and the Grantee with all applicable laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s shares of Stock may be liste... | Label: Compliance With Laws |
b935b8bb-c5e2-404b-8495-6c29b526adea | Clause:
Borrower hereby (a) confirms that all of the representations and warranties set forth in the Loan Agreement are true and correct with respect to Borrower as of the date hereof, other than any information contained in Borrower’s periodic reports filed with the Securities & Exchange Commission solely to the exten... | Label: Warranties |
69e88604-d381-496d-8a30-b63eb3f55c6e | Clause:
At the request of the Company following the Separation Date, Employee will cooperate with the Company, with Pentair plc and with any affiliate of Pentair plc in any claims or lawsuits where Employee has knowledge of the facts. Nothing in this Agreement prevents Employee from testifying at an administrative hear... | Label: Cooperation |
13a0b104-51fe-4021-afbd-765f04b1a575 | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. Any xerographic, PDF, or similar copy of this Agreement, with all signatures reproduced on one or more sets of signature pages, shall be considered for ... | Label: Counterparts |
59c2d160-d8dd-4a96-844c-c3c34c0d5e75 | Clause:
EACH PARTY 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 ANY PARTY OR THE COMPANY IN THE NEGOTIATION, ADMINISTRAT... | Label: Waiver Of Jury Trials |
5e580c21-8310-4d05-bbe3-ad08694f3fdb | Clause:
The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower, Equity Owner or Guarantor pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’... | Label: Waivers |
bec43e27-2b45-435c-8fcd-76b22fbf5d7d | Clause:
Except as disclosed in the Initial Financial Statements or in the Disclosure Schedule or in the Borrower’s filings with the SEC: (a) there are no actions, suits or legal, equitable, arbitrative or administrative proceedings pending, or to the knowledge of any Restricted Person threatened, against any Restricted... | Label: Litigations |
41381e96-e78b-4dad-bcf4-32f7165574e5 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER B... | Label: Waiver Of Jury Trials |
952cf327-1fc5-4e96-b8c8-a1ec385e07d9 | Clause:
No Units shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article X . Any transfer or purported transfer of a Units not made in accordance with this Article X shall be null and void ab initio .
Task: Classify this clause into ONE of these types (e... | Label: General |
7887ec9d-920d-4974-b0b6-b500570c73bf | Clause:
Except for the representations and warranties of (a) the Company contained in Sections 2.1 , 2.2 and 2.7(a) , and (b) the Purchasers contained in Sections 3.4 and 3.5 , which representations and warranties shall survive the Closing, the respective representations of the Company and Purchasers contained in this ... | Label: Survival |
91fa0f55-86c9-454c-a03a-513f15aa0ef4 | Clause:
A Trigger Event shall be deemed to be continuing unless expressly waived by Buyer in writing.
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: No Waivers |
279514fe-3e31-4681-9b24-f7bb2c5ca412 | Clause:
The existence, validity, construction and operational effect of this Agreement, any and all of these covenants, agreements, representations, warranties, terms and conditions and the rights and obligations of Executive and the Company hereunder shall be determined in accordance with California law and the regula... | Label: Applicable Laws |
05c9d90b-dfd9-4875-a098-fe4379537ee3 | Clause:
If an Optionee becomes disabled (within the meaning of section 22(e)(3) of the Code) prior to the original expiration date fixed for his or her Option, and the Optionee’s Termination of Employment occurs as a consequence of such disability, such Option may be exercised, to the extent of the number of shares wit... | Label: Disability |
555fd7fb-f847-4fb9-8e79-b760d0828f76 | Clause:
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforce... | Label: Severability |
4628fdf1-3b0a-4711-ac57-6c8cd7bf5aad | Clause:
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate set forth under the caption “ABR Spread” in the definition of such term.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Interests |
ec537af0-1ee1-42ac-9939-d4909f519fe1 | Clause:
This Agreement, the Separation Agreement and the Ancillary Agreements (as defined in the Separation Agreement), together with all exhibits and schedules hereto and thereto constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertak... | Label: Entire Agreements |
8ea7411e-958d-4d24-9a69-db7ab9a21268 | Clause:
Adjustments will be made as of the time of the Closing in accordance with the regularly accepted practices of the Litchfield County Bar Association for commercial property in Torrington, Connecticut. Notwithstanding the foregoing, since Tenant is responsible under the Lease for payment of all real estate taxes ... | Label: Adjustments |
c099bc27-f82e-4773-b771-972f2a6d9362 | Clause:
No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in thi... | Label: No Waivers |
37ed131e-2aee-48af-ab49-aa8a9ccf9f8a | Clause:
An Assignment of Personal Property, Service Contracts, Warranties and Leases (the “ Assignment ”), free of any claims, in the form attached to this Agreement as Exhibit “C” .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Warranties |
808c521d-71ea-47a7-adcb-56c14b0500e5 | Clause:
The parties expressly acknowledge and agree that the provisions of this Agreement that by their express or implied terms extend beyond the expiration of this Agreement or the termination of Employee’s employment under this Agreement, shall continue in full force and effect, notwithstanding Employee’s terminatio... | Label: Survival |
13e3c6ae-214a-4a48-8738-c529129f023a | 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 ADI or any of ADI’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights... | Label: Participations |
db0b287e-5e7e-4136-aca9-d274f54894a0 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (for which the Co-Borrowers shall not be responsible); provided , however , that the Administrative Agent may, in its sole dis... | Label: Assignments |
9d203024-3848-4bdb-81ff-04105ac27a8a | Clause:
The representations and warranties made by the Borrower and the Guarantors in the Loan Documents shall be true and correct in all material respects on such date as if made at such time, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such r... | Label: No Defaults |
5247d4ec-3e10-4f9c-93fa-dc441a6cef3e | Clause:
The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Governing Laws |
4cc04f0e-bfd6-43cf-82ca-53946b0457a7 | Clause:
Attached hereto as Schedule 11(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth, with respect to each Grantor, each Patent (including each Patent application) owned by such Grantor, and the name of the registered owner, type and registration or applicat... | Label: Intellectual Property |
965330e6-122f-499d-ba34-0b63c9b199b3 | Clause:
Each person who is or shall have been a member of the Board or the Committee, or an officer or employee of the Company to whom authority was delegated in accordance with the Plan shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon ... | Label: Indemnifications |
d657cc79-8502-4ac3-b1e8-ed19c6868451 | Clause:
For purposes of this Agreement, the Effective Date of this Agreement shall be the eighth (8 th ) day after Employee signs this Agreement (“Effective Date”), unless Employee has revoked the Agreement prior to that time in the manner discussed in the Age Discrimination Claims and Older Worker's Benefit Protection... | Label: Effective Dates |
ebfc046c-ecac-4953-9e78-99c571b907e8 | Clause:
Date), the Company agrees to pay interest in respect of the unpaid principal amount of each Base Rate Loan from the date the proceeds thereof are made available to the Company to (but excluding) the earlier of the conversion or maturity (whether by acceleration or otherwise) of such Base Rate Loan, at a rate pe... | Label: Closings |
858ea5c3-7e56-49c5-bd98-5346664534c3 | Clause:
Enter into any arrangement with any Person providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such prop... | Label: Sales |
08a9632d-bd50-4f6d-9faa-cdc91ee8a087 | Clause:
The Parties hereto agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with its terms and that the Parties hereto will be entitled to specific performance of such terms, in addition to any other remedy at law or in equity, without the necessity... | Label: Specific Performance |
68a73720-9feb-4a44-8eb9-329335f40686 | Clause:
Executive shall be entitled to five (5) weeks of paid vacation time per year and three (3) paid personal days per year, in accordance with the plans, practices, policies, and programs agreed to by Company. Notwithstanding the foregoing, Executive shall be entitled to two (2) paid personal days in 2016.
Task: C... | Label: Vacations |
d9dd4b2e-5b2b-4193-916f-55c6dfe520a8 | 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. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches o... | Label: Specific Performance |
8fbfd425-35de-45e4-9b9c-fb0ddcf8e31f | 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 the Borrower’s Affiliates or Subsidiaries (each, a “ Participant ”) in all or a portion of suc... | Label: Participations |
173263db-7f85-4b92-a560-d8170f195868 | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on t... | Label: Notices |
9730b91f-1e03-4f64-ac9d-35171a06524e | Clause:
Subject to the requirements of Enservco under the Exchange Act and to the requirements of SEC Regulation FD, each Borrower and each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered into among Borrowers, Agent and Lenders, including announcements which are com... | Label: Publicity |
cd220159-3c08-4fb2-aaa3-9687db4ee47a | Clause:
Subject to the terms and conditions set forth herein, at Closing, the Company agrees to issue and sell to the Purchasers, and each Purchaser agrees to purchase from the Company, the number of shares of Common Stock listed on the signature page of such Purchaser (collectively, the “ Shares ”), at a price per sha... | Label: Sales |
c6f9b19a-5b66-4257-b188-c7387f0c7663 | Clause:
The failure of any party to exercise any right hereunder, or to insist upon strict compliance by the other party, shall not constitute a waiver of either party’s right to demand strict compliance with the terms and conditions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Waivers |
cf120535-592d-4542-8e50-2bbeb28fb391 | Clause:
(a) Each Loan Party has the corporate power and authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow or have Letters of Credit issued hereunder. Each Loan Party has taken all necessary corporate or other action to authorize the execution, d... | Label: Authorizations |
3feffca9-87d3-4330-8d7a-87567667be06 | Clause:
Except as required by applicable law, rule or regulation, the Company shall not, either before or after a Support Termination Event (a) use the name of the Support Party in any press release or SEC filing without the Support Party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed... | Label: Publicity |
8617dcd8-2e73-4bdf-9167-7f2ed1422ed5 | Clause:
Promptly after the commencement thereof, notice of any action, suit, proceeding or investigation before or by any Official Body or any other Person against any Loan Party or Subsidiary of any Loan Party which relate to the Collateral or which if adversely determined would constitute a Material Adverse Change.
... | Label: Litigations |
c5899978-311e-4667-9242-6bfb0ee0932f | Clause:
Upon (or at any time after) this Lease shall be terminated in respect of any Aircraft and there shall have been paid in full all amounts owing hereunder in respect of such Aircraft, and provided that there shall be no Default Event continuing after giving effect to such payment, the Lessee may direct the Lessor... | Label: Releases |
fedfc233-5477-4e25-b633-eee93a02a27e | Clause:
(a) Owner has, or will have prior to the Closing Date, provided to the Corporation all financial statements and other financial information pertaining to the Assets requested by the Corporation (the “Financial Statements”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Financial Statements |
29cfc3ef-faa6-4b5c-8dd3-8c5ea8a79cfb | Clause:
A complete list of all insurance policies held by Seller with respect to the Facility is set forth on Exhibit 3.15 attached hereto. True and complete copies of such policies have previously been provided to Buyer. Exhibit 3.15 also sets forth a summary of Seller’s current insurance coverage (listing type, carri... | Label: Insurances |
c27390f6-725c-4352-b48d-7996b4b29531 | Clause:
RATE . All loans shall bear interest at a rate determined by the Benefits Department which shall be commensurate with the interest rates charged by persons in the business of lending money for similar loans. Subject to the foregoing, the terms of any loan shall be arrived at by mutual agreement between the Be... | Label: Interests |
a7d8301a-dbb2-4f0f-b2b5-89b17673b8c4 | Clause:
This Agreement and the other Loan Documents may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively. Delivery of any executed counterpart of this Agree... | Label: Counterparts |
a4912a3f-6034-4383-8ccf-402334d10673 | Clause:
Except as expressly permitted pursuant to Section 8.02 or Section 8.05 , WIL-Ireland shall, and will cause each Restricted Subsidiary to, do all things necessary to (a) preserve and keep in full force and effect the corporate or other existence of WIL-Ireland or such Restricted Subsidiary as applicable (which, ... | Label: Existence |
9cb287d1-5227-4c14-add0-d492c1d2e978 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such state without giving effect to the choice of law principles of such state that would require or permit the application of the laws of another jurisdiction.
T... | Label: Governing Laws |
2c93ffef-2513-4e0d-bf7e-c9775e8e6554 | Clause:
All payments made by the Company to the Executive under this Transition Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Withholdings |
cd643172-71b0-4877-86db-9aa4f715050c | Clause:
THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Waiver Of Jury Trials |
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