id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f944711f-e7e6-43f1-a901-4c0eed55bf12 | Clause:
The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by the Debtor in connection herewith, do not and will not (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any gove... | Label: Consents |
201a1125-949c-4967-a473-b7374383cf36 | Clause:
(h) Schedule 7.1-C (as updated pursuant to Section 8.2(a)(iii) ) (A) contains a chart, together with lists, indicating the corporate structure of the Company, each of the Borrowers, and any other Person in which the Company or the Borrowers holds a direct or indirect partnership, joint venture or other equity ... | Label: Subsidiaries |
07590739-2f4c-451f-bc30-7db67ffcfbfd | Clause:
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. 3.02 Illegality . I... | Label: Survival |
1c4c26b8-d33d-4f71-a4c1-354ed3d67ef6 | Clause:
The parties hereto agree that the Company would suffer irreparable harm from a breach by the Participant of any of the covenants or agreements contained herein. Therefore, in the event of the actual or threatened breach by the Participant of any of the provisions of this Article V, the Company may, in addition ... | Label: Remedies |
d5080c0c-92f8-4019-b28b-cbb345c83131 | Clause:
Any failure of Seller on the one hand, or Purchaser, on the other hand, to comply with any obligation, covenant, agreement or condition may be waived in writing by the other party, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operat... | Label: Consents |
00d4826a-0f59-4160-bbd6-3ffb29a01b7e | Clause:
The validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle. This Option award shall be subject to any required approvals by... | Label: Applicable Laws |
56e20482-3d47-424b-8ed5-0611c762f118 | Clause:
Unless this Agreement is terminated under Section 8 , the representations and warranties of the Company and the Buyers contained in Sections 2 and 3 , and the agreements and covenants set forth in Sections 4 , 5 and 9 shall survive the Closing. Each Buyer shall be responsible only for its own representations, w... | Label: Survival |
0877ee4c-e60c-49f6-85b5-e6505d1e657a | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assi... | Label: Payments |
bc5d2480-34e5-4775-b28c-7365841b9d3c | Clause:
All judicial proceedings brought against Employee arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in this States of Colorado, and by execution and delivery of this Agreement, Employee accepts the nonexclusive jurisdiction of the aforesaid court... | Label: Consent To Jurisdiction |
9f6c5797-023f-4b86-ac55-247cce7bea3e | Clause:
This Guarantee may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same c... | Label: Counterparts |
562e93ac-07ec-4d02-bb80-b10599e31352 | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
3ff4ec8a-3250-44e2-8b25-f4d0799c493a | Clause:
The Borrower shall have caused to be paid to the Administrative Agent all fees (including the Commitment Fee) and other amounts due and payable on the Closing Date under the Fee Letter, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by... | Label: Fees |
83ff4fc8-795a-4d15-8b3f-5cc8f9164a1e | Clause:
The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed only with the approval of the holders of the Exchangeable Shares given as hereinafter specified.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Amendments |
bbdd1600-a269-4054-96ba-0fd455fe1a2c | Clause:
This Agreement supersedes any statements, representations or agreements of the Corporation with respect to the grant of the Option, any other equity-based awards or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agre... | Label: Binding Effects |
093fa398-11b6-4d2d-ba42-06df45d1ed70 | Clause:
Section 3.8 of the Photomedex Technology Disclosure Schedule correctly lists each Permit that is material to the operation of the Company as conducted immediately prior to the Closing, together with the name of the Governmental Entity issuing such Permit. Each such Permit is valid and in full force and effect,... | Label: Compliance With Laws |
ba66b408-bd2f-4a57-92b7-759e3178eebd | Clause:
Schedule 5.2 sets forth all material Legal Proceedings pending against Sellers or, to Sellers’ Knowledge, threatened in writing, against Sellers, in each case in respect of any of the Company Assets that are owned or leased by Sellers.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Litigations |
036e2692-e44d-43e4-ab15-fbe50a5a60d7 | Clause:
The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or ... | Label: Miscellaneous |
dd8b6341-3b28-495c-87a8-375d0ceb7e77 | Clause:
The amount of outstanding principal shall bear interest at a rate of ten percent (10%) per annum from March 4, 2015 ; provided, however, upon the occurrence of an uncured Event of Default, the outstanding principal at the time of such uncured Event of Default shall accrue at the rate of seventeen percent (17%) ... | Label: Interests |
2aef2ceb-f7ab-4f8b-a46e-2b598ebf1b7b | Clause:
For purposes of this Section 4.11 , the term “Applicable Law” includes FATCA.
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: Defined Terms |
c08a476b-aac5-4c96-ab70-4aa6fe301981 | Clause:
This Agreement, each of the Notes and any Related Writing Loan Document (except as otherwise set forth in any Loan Document executed by a Foreign Subsidiary) shall be governed by and construed in accordance with the laws of the State of New York and the respective rights and obligations of Borrowers, Agent, and... | Label: Governing Laws |
d04d21a9-5400-4914-865d-939fe9add00b | Clause:
THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.
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 |
274ae362-c9cc-40ca-9e55-86d58b3abc92 | Clause:
This Amendment (a) shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent and the Lenders and their respective successors and assigns ( provided , however , no party may assign its rights hereunder except in accordance with the Credit Agree... | Label: Miscellaneous |
11d804d2-6435-4cfb-b9f2-68de5336ae7d | Clause:
The Borrower agrees to pay on demand all reasonable costs and expenses of the Bank in connection with the preparation and enforcement of this Agreement, the Notes and any other agreement or instrument required by this Agreement, and the realization on the Collateral, and any waiver or amendment of any provisio... | Label: Expenses |
67538e8f-8c45-44af-8ad6-7a1e47f456d8 | Clause:
On each Delivery Date upon which a Conveyance occurs under the Asset Transfer Agreement, all sales, use or transfer taxes, if any, due and payable upon the purchase of the Portfolio Railcars by the Issuer from the applicable Seller will have been paid or such transactions will then be exempt from any such taxes... | Label: Taxes |
6c9cf53a-6d25-43db-aebc-f17665439816 | Clause:
No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other oc... | Label: No Waivers |
674929a9-ed62-4632-8cd0-d02ee6d1a4b1 | Clause:
Any notice required or permitted to be given under this Severance Agreement shall be in writing and shall be deemed to have been given when delivered in person or when deposited in the U.S. mail, registered or certified, postage prepaid, and mailed to Employee's addresses set forth herein and the business addre... | Label: Notices |
d497f8f6-5271-4c08-b90c-07a4d18d5f79 | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed an original, and any and all such executed counterparts shall constitute a single agreement binding on the Parties hereto. Facsimile signatures shall be deemed valid as if they were originals.
Task: Classify this clause into ... | Label: Counterparts |
0e1b0ded-baea-4158-ab19-8861b8fbe883 | Clause:
The proceeds of the Loan shall be used for general corporate purposes, including repaying commercial paper.
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... | Label: Use Of Proceeds |
1c29d9c5-fc7f-4544-a836-7cfda100dd98 | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
469fd181-6829-46a6-ae65-2f19680fb77a | Clause:
In the event any Party to this Agreement shall be required to initiate legal proceedings to enforce performance of any term or condition of this Agreement, including, but not limited to, the interpretation of any term or provision hereof, the payment of moneys or the enjoining of any action prohibited hereunder... | Label: Costs |
aa19325d-669d-4c7e-8af8-bcea4407888d | Clause:
The obligations of the Loan Parties under Sections 3.7, 3.8, 3.9, 3.10, 16.5 and 16.9 hereof and the obligations of Lenders under Sections 14.8 and 16.5 hereof, shall survive termination of this Agreement and the Other Documents and the Payment in Full of the Obligations.
Task: Classify this clause into ONE of... | Label: Survival |
6467be81-85c3-4d74-8465-3c813afe1119 | Clause:
The Company shall pay the Employee the sum of Seven Thousand Dollars and Zero Cents ($7,000.00) per month during the Employment Term, to be paid at the Company’s regular payroll intervals, beginning April 1, 2016 and ending on March 31, 2019. If the Company requires that Employee provide Services in excess of t... | Label: Payments |
4c53dcac-59e8-48ee-a387-6f8d55d5911b | Clause:
The failure of any party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party thereafter of the right to insist upon strict adherence to that term or any other term of this Agreement. All waivers must be in writing and signed by an... | Label: Waivers |
f92f3f2f-72fd-4372-892f-bd0d45d8bd46 | Clause:
This Plan shall be construed, administered and enforced in accordance with the laws of New York without regard to 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, Assignm... | Label: Governing Laws |
0f1beab7-d183-49da-a841-38dffa200640 | Clause:
Any notice necessary under this Grant shall be addressed to the Company and to the Participant at the address appearing in the personnel records of the Company for such Participant or to either party at such other address as such party hereto may hereafter designate in writing to the other. Any such notice shal... | Label: Notices |
d00126b6-207b-4cb7-8bf2-c784fc46ffe5 | Clause:
A Participant’s rights and interests under the Plan may not be assigned or transferred by the Participant. The Plan shall be an unsecured, unfunded arrangement. To the extent the Participant acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an... | Label: Miscellaneous |
11ed747b-5052-4b22-b6fb-ac08e1e3bb00 | Clause:
The validity, interpretation and performance of this Separation Agreement shall be construed and interpreted according to the laws of the United States of America and the State of California .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Applicable Laws |
03148abb-83ef-46c2-bdee-c7a53b731270 | Clause:
If any contest or dispute shall arise between the Company and the Executive regarding any provision of this Agreement, the Company shall reimburse the Executive for all legal fees and expenses reasonably incurred by the Executive in connection with such contest or dispute, but only if the Executive prevails to ... | Label: Expenses |
ac78c4fd-4264-4272-a3fd-0aa5933f3fb4 | Clause:
The execution, delivery and performance by the Buyer of this Agreement and the Other Transaction Documents to which the Buyer is a party have been duly and validly authorized by all necessary action, including approval of the entire transaction by the requisite vote of the Board of Directors of the Buyer. This ... | Label: Authorizations |
2599f8d8-d8c6-4a13-bc16-a8347a502eb8 | Clause:
Employee shall not assign Employee’s rights and/or obligations pursuant to this Agreement or the attached Schedules and Exhibits. AXOGEN may assign its rights and/or obligations pursuant to this Agreement and the attached Schedules and Exhibits at any time without prior notice to Employee. In the event of a C... | Label: Assignments |
12ccac43-7e39-45f2-9ef6-d54652dc7f1e | Clause:
As a condition to the receipt of the Severance Payment, the payments contemplated in Sections 2.1 and 2.2 (and any portion thereof), and accelerated or continued vesting of equity-based compensation awards contemplated in Section 2.3, (a) Executive must execute and deliver the Release to the Company on or befor... | Label: Releases |
39325c6f-a15f-42c0-8a62-91051052b962 | Clause:
Each Secured Party by accepting the benefits of the Loan Documents agrees that (a) any action taken by the Administrative Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (b) any action taken by the Adm... | Label: Binding Effects |
c50b06e0-a180-4e60-93ca-741d4fce1ac3 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute a single instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Counterparts |
2b6ce94a-05ce-4703-a4db-7d253dabba0a | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTH... | Label: Waiver Of Jury Trials |
ef4c27f4-39b5-4e13-9dbb-f7be7bb4bb50 | Clause:
All corporate action on the part of the Company and its directors necessary for the authorization, execution, and delivery of this Note; and, the performance of all obligations of the Company hereunder and thereunder, has been taken. This Note and the other documents delivered in connection herewith or therewit... | Label: Authorizations |
0870357e-ec14-41d8-adc1-8554707a3460 | Clause:
If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the other parties and take all actions reasonably requested to assist the other parties in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Ag... | Label: Expenses |
712641fd-7f06-437b-bf38-6f0c867b308f | Clause:
The Board may at any time terminate the Plan or make such modification or amendment thereof as it deems advisable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Terminations |
95d9046e-e492-4380-a587-796d84e12261 | Clause:
All documents and other papers delivered or made available by or on behalf of LXRT in connection with this Agreement are true, complete, correct and authentic in all material respects. No representation or warranty of LXRT contained in this Agreement and no statement or disclosure made by or on behalf of LXRT t... | Label: Disclosures |
b6b9d37a-7e3e-456c-a5ee-0abc70426c5a | Clause:
By the execution of this Agreement, the Participant agrees to pay to the Company the amount of federal, state and local taxes that the Company is required to withhold and remit to the taxing authorities applicable to the Participant as a result of the transactions contemplated by this Agreement (collectively, "... | Label: Withholdings |
42a1fe0d-7fc7-4fe8-a946-876988e75740 | Clause:
Subject to Section 12, this Agreement represents the entire agreement between the Company and the Grantee with respect to these Option Rights and supersedes all prior agreements whether in writing or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Entire Agreements |
d92518e4-fae6-4008-90a9-796281fc0077 | Clause:
By accepting any severance compensation or benefits under this Policy, a Participant agrees and covenants not to disparage the Company, its directors, its officers or its employees; provided, however, this covenant shall not prohibit a Participant from reporting possible violations of federal laws or regulation... | Label: Non-Disparagement |
a186a978-817a-48c5-86c4-cbfe4f80536a | Clause:
Failure of Agent to avail itself of any terms, covenants or conditions of this Agreement for any period of time or for any reason shall not constitute a waiver thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: No Waivers |
95be8b90-1e47-4865-a604-87c9b49429f2 | Clause:
Except for Base Rate Loans computed using the Prime Rate, on which interest shall be computed on the basis of a 365 or 366 day year, as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days.
Task: Classify this c... | Label: Fees |
821acc2f-c6ce-408d-8e0e-abacc523f896 | Clause:
The Borrower has or will use the proceeds of the Loans and will use the Letters of Credit solely for the purposes set forth in Section 5.17 . No part of the proceeds of any Loan have or will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board ... | Label: Use Of Proceeds |
08569876-7d70-4da2-bc32-e8670c3b8b4d | Clause:
By executing this Agreement, each Partner expressly agrees, at all times during the term of the Partnership and thereafter and whether or not at the time a Partner of the Partnership, to maintain the confidentiality of, and not to disclose to any person other than the Partnership, another Partner or a person de... | Label: Confidentiality |
0901735d-2b3d-4837-b719-5b57446a82f0 | Clause:
In exchange for Stockholder’s agreement to cancel and terminate the Cancelled Shares as set forth in Section 1.1 hereof and the release of claims as set forth in Section 1.4 hereof, the Company hereby agrees to pay Stockholder an amount equal to four million United States dollars ($4,000,000) (the “ Cancellatio... | Label: Payments |
22c69c83-e6bf-4109-90fe-c2412681840a | Clause:
Executive represents, warrants and agrees that he has not filed any claims, appeals, complaints, charges or lawsuits against any of the Newfield Parties with any governmental agency or court. Executive also represents, warrants and agrees that, except as prohibited by law, he will not file or permit to be file... | Label: Representations |
1cf7774c-f843-48bc-bcfa-51db684ee4f8 | Clause:
The Lender and the assignee party to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments t... | Label: Assignments |
6836114a-d446-4d4a-a46d-6bac397e07d8 | Clause:
Termination of this Agreement shall not affect any right or obligation of any party which is accrued or vested prior to such termination. Without limiting the scope of the preceding sentence, the provisions of Articles V, VI, VII, VIII and IX shall survive any termination of the employment relationship and/or ... | Label: Terms |
2d784b04-cc3f-457b-91fd-7cc62b4dfa2f | Clause:
The Consulting Services to be rendered by Consultant are personal in nature. Consultant may not assign or transfer this Agreement or any of Consultant’s rights or obligations hereunder. In no event will Consultant assign or delegate responsibility for actual performance of the Consulting Services to any other... | Label: Binding Effects |
aa6784e4-bcdc-4dc3-9393-fe4d6dd27567 | Clause:
The General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) Partnership Units or other Partnership ... | Label: General |
ccde554f-87cb-4962-ad63-2e31cdfc5b44 | Clause:
Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any controversy, claim or dispute relating to, in connection... | Label: Construction |
f11f6034-8e47-48a0-b078-856f902214b7 | Clause:
Notwithstanding anything to the contrary in this Agreement, the representations and warranties of each of the parties set forth in this Agreement shall survive the Closing, and such representations and warranties shall terminate on the one (1) year anniversary of the Closing; provided , however , that any repr... | Label: Survival |
164e7152-69c0-4e57-b332-753f5a282e87 | Clause:
A buyer-side representation and warranty insurance policy underwritten by Concord Specialty Risk is being conditionally bound as of the date hereof (the “R&W Insurance Policy”). Sellers shall bear fifty percent (50%) of the cost of the R&W Insurance Policy (including underwriting fee, premium, premium taxes, an... | Label: Representations |
d7fc6a9f-0c29-40d3-abf1-0c9d01fa5a15 | Clause:
A stock option may vest and be exercised at such time or times and subject to such terms and conditions as will be determined by the Committee at the time the stock option is granted and set forth in the Award Agreement. Subject to any limitations in the applicable Award Agreement, any Shares not acquired pursu... | Label: Vesting |
39f27f0e-8d86-4d26-9d45-02fa87fb3fa3 | Clause:
Executive shall, without further remuneration, provide Executive’s reasonable cooperation in connection with any action or proceeding by a third party (or any appeal from any action or proceeding) that relates to events occurring during or relating to Executive’s employment hereunder. If Executive’s cooperation... | Label: Cooperation |
2c26ff9b-3997-4dd2-b4df-506c80504a81 | Clause:
At all times, both during my Engagement and after the Cessation of my Engagement, whether the cessation is voluntary or involuntary, for any reason or no reason, or by disability, I will keep in strictest confidence and trust all Proprietary Information, and I will not disclose or use or permit the use or discl... | Label: Confidentiality |
05fdac82-7ab7-41e9-8e6a-525243496f4a | Clause:
No waiver of any breach or condition of any of the Stock Option Documentation will effect a waiver of any subsequent or other breach or condition, whether similar or dissimilar. No failure to exercise or delay in exercising any right or remedy under any of the Stock Option Documentation will effect a waiver of ... | Label: No Waivers |
9e2f0e50-1085-47ce-ab2c-487a1f456843 | Clause:
During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him on behalf of the Company in accordance with the Company’s policies and procedures in effect from time to time.
Task: Classify this clause into ONE of these types (exa... | Label: Expenses |
ca4c8f86-8cf0-454c-95ad-d13c88170e56 | Clause:
Except as (i) set forth in Schedule 3.2(b) of the Company Disclosure Letter, (ii) may be required under the Competition Laws set forth in Schedule 3.2(c) of the Company Disclosure Letter or (iii) would not, if not made or obtained, reasonably be expected to have, individually or in the aggregate, a materially... | Label: Consents |
152f19cc-05e5-42e0-8cd1-bdc8e3800d75 | Clause:
Except as set forth in Schedule 5.10 and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries have filed all Federal and state income tax returns and all other material tax returns and reports required to b... | Label: Taxes |
2ef8a4f6-06f6-4373-b42b-53f2d0fd8c60 | Clause:
The Issuer shall have executed and delivered the Amendments, and the Amendments shall be in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Amendments |
fa6fb0da-1291-49dc-aaab-1d30dd423a9f | Clause:
The indemnifications made pursuant to Sections 9.1 , 9.2 and 9.3 herein shall continue indefinitely in full force and effect and shall survive and shall in no way be impaired by any of the following: any satisfaction or other termination of this Security Instrument, any assignment or other transfer of all or an... | Label: Survival |
854ca819-f46c-48ca-b2b4-24fc3ffc7cb9 | Clause:
This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York. This Agreement is executed by the Additional Originator for the benefit of the Company, and its assigns, and each of the foregoing parties may rely hereon. This Agreement shall be binding upon, a... | Label: Miscellaneous |
bfd39afd-a1ad-4bf2-86fb-8afd5b5be6e2 | Clause:
In consideration for the compensation payable to Executive under this Agreement, Executive agrees that Executive shall not, other than in carrying out his duties hereunder, directly or indirectly, do any of the following (i) during Executive’s employment with the Company and its Subsidiaries and for a period of... | Label: General |
df680fb3-f5e4-4799-963c-3512ff8eb80f | Clause:
This Amendment shall be binding upon the parties to this Amendment and their respective heirs, executors, personal and legal representatives, successors and assigns. Notwithstanding anything to the contrary in this Amendment or the Subservicing Agreement, KeyBank may at any time assign to any party any or all o... | Label: Binding Effects |
4f115599-7971-4957-bc2d-f9d3f2da4a2c | Clause:
Employer shall reimburse Executive for all reasonable and necessary expenses incurred by Executive on the same basis as for other Executives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Expenses |
fb673253-75ea-458e-8b4c-4774633d19b2 | Clause:
If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of t... | Label: Severability |
a390593e-e066-4a54-96b7-f5f6701cc111 | Clause:
This Note shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Assignments |
94572d3e-419a-4581-93fd-08db9c2a13d8 | Clause:
The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and... | Label: Entire Agreements |
1767d17f-91cf-480e-a719-9b13e35efd0d | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. No provision of this Agreement is intended or shall be construed to give to any Person, other than the parties hereto, any legal or equitable right, remedy... | Label: Binding Effects |
c4dcb5d4-9792-4dae-89bc-adc9c2cdcf0f | Clause:
Any notices to be given under this Agreement may be effected by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing on the first page of this Agreement (to the attention of th... | Label: Notices |
45d8cf7d-8b44-4f97-a054-b917cf34e083 | Clause:
The Company hereby agrees to engage Executive and the Executive hereby agrees to serve the Company, on the terms and conditions set forth herein, for the period commencing on the date hereof and expiring on October 15, 2020 (the “ Initial Term ”) unless sooner terminated as hereinafter set forth. This Agreement... | Label: Terms |
42e898fc-8dec-4312-a54d-2972ca44d961 | Clause:
This Agreement contains the entire agreement between the Company and Executive with respect to the subject matter hereof and, from and after the Effective Date, this Agreement shall supersede any other agreement (oral or written) between the Company and Executive with respect to the subject matter hereof, inclu... | Label: Entire Agreements |
9a1d6ccc-4c1e-41e4-b417-84178dedf259 | Clause:
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided , however , Parent may assign this Agreement and its rights, interests and o... | Label: Assignments |
0d85d1d4-219e-474b-8a54-e14b4fb8d6cc | Clause:
Schedule 5.22 sets forth a complete and correct listing of all insurance that is (a) maintained by the Loan Parties and (b) material to the business and operations of the Parent Borrower and its Restricted Subsidiaries taken as a whole maintained by Restricted Subsidiaries other than Loan Parties, in each case ... | Label: Insurances |
b82a9e7d-f5bc-494b-865e-cc5a00d16d62 | Clause:
(a) Form or acquire any Subsidiary after the Closing Date, except in accordance with Sections 5.10 , 6.3 , and/or 6.11 ; or (b) permit any existing Subsidiary to issue any additional Stock except director’s qualifying interests and Stock issued to Loan Parties.
Task: Classify this clause into ONE of these type... | Label: Subsidiaries |
261e512f-b72a-46c3-a190-65925db2e64e | Clause:
(a) Each Borrower and each Subsidiary that is a Loan Party will cause each of its Domestic Subsidiaries that is not a FSHCO formed or acquired after the Effective Date and Dairyland HP at such time as Dairyland HP no longer constitutes an Excluded Subsidiary to become a Loan Party by executing a Joinder Agreem... | Label: Further Assurances |
80b402eb-9dbc-4907-9b98-fc35bbbdef46 | Clause:
THIS AMENDMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF FLORIDA. THE PROVISIONS OF THIS AMENDMENT AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN A... | Label: Governing Laws |
efc23568-11f2-4981-8192-ceb154e108b6 | Clause:
Each of Seller and Buyer agrees that prior to the Closing it shall not issue any written press release concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of either Buyer or Seller, as applicable, which approval will not be unreasonably withheld, delaye... | Label: Publicity |
a70c26b7-17c9-4b0e-bc1e-33cad8a68583 | Clause:
If you die while employed by the Company, the Company will continue to pay an amount equal to your then current Base Salary to your beneficiary designated in writing to the Company prior to your death (or to your estate, if you fail to make such designation) for six months after your death, with such payments t... | Label: Death |
31993cb7-f3f9-4b62-aadd-b176a0dfa736 | Clause:
The balance sheet of the Borrower at December 31, 2005 and 2006 and the statements of income, cash flows and shareholders’ equity of Borrower for the Fiscal Years ended December 31, 2004, 2005 and 2006 or other period ended on such dates, as the case may be, fairly present in all material respects the financial... | Label: Financial Statements |
c66764e1-9e57-400a-a5f9-e5b1a0ed946b | Clause:
By its signature, each party hereto represents and warrants to the other parties hereto that the individual signing this Agreement on its behalf is duly authorized to execute this Agreement. The Notes Agent hereby represents that it is authorized to, and by its signature hereon does, bind the other Note Claimho... | Label: Authorizations |
2cc4b1e7-578f-40fd-a329-cc1a5b116449 | Clause:
(a) Effective as of the Sixth Restatement Effective Date, (i) the Fifth Restated Credit Agreement is hereby amended and restated to be in the form of Exhibit A hereto (the Fifth Restated Credit Agreement as so amended and restated being referred to as the “ Sixth Restated Credit Agreement ”) and (ii) Schedule 2... | Label: Amendments |
ba1a4686-fe6a-435d-a083-8df0ea7c3dae | Clause:
Until such time, if any, that this Agreement is filed by the Company with the SEC, Employee agrees to maintain in complete confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Separation Informati... | Label: Confidentiality |
407c9b64-e9d7-41d3-81a7-56dcfd1fb2f3 | Clause:
The Borrower and its Subsidiaries have good and marketable title to, or a valid license or right to use, all patents, patent rights, trademarks, servicemarks, trade names, copyrights, technology, software, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights... | Label: Intellectual Property |
a7de00de-7280-4f25-99f0-8e341fd9be26 | Clause:
The Grantor has good and valid rights in or the power to grant a security interest in the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens, except for the security interest granted to the Holder hereunder, and has f... | Label: Titles |
0a5c3bcc-1227-4e29-9b5c-1d2eff5f0a66 | Clause:
This Security Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Security Agreement constitutes the entire contract among the parties rela... | Label: Effectiveness |
6e994726-5a3c-4c00-bce5-f3f7bb6cd00c | Clause:
Each Purchaser, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it ... | Label: Representations |
89a4174a-c8f6-433a-b7d8-11fd577452dc | Clause:
This Agreement shall be binding upon the parties and their respective Successors. Without limiting the foregoing, Assignee shall have the right to assign this Agreement to its Successors, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said Successors.
Task: Class... | Label: Assignments |
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