id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
895e4497-898a-46c4-8980-a4b4630e4b8c | Clause:
Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the tr... | Label: Further Assurances |
639a2223-401c-445c-b96a-2245da727ef7 | Clause:
Except as otherwise provided in this Agreement, the rights and privileges conferred by this Agreement shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attemp... | Label: Assignments |
b6d9b2e4-79e8-43f2-89e6-aad9ca4cf97f | Clause:
Although an Employer may anticipate that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to discontinue its sponsorship of the Plan a... | Label: Terminations |
3a7ae034-0edb-43d3-a46b-4e80d3377c1b | 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 such as have been obtained or made and are in full force and effect, or any filings that any Borrower or any of their Affiliates may be required to make with th... | Label: No Conflicts |
9f1a955c-9335-4eb9-9229-05aedd68b839 | Clause:
The Board may amend, suspend or terminate the Plan or any portion thereof at any time, subject to any required stockholder approval under any applicable legal, regulatory or listing requirement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Amendments |
0a93ba85-d6ad-41f4-b50f-da9dd58a0625 | Clause:
At the closing of the sale and purchase pursuant to this Section 3.01, the Seller shall deliver to the Buyer a certificate or certificates representing the Option Shares, accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the Exercise Pri... | Label: Closings |
7d4e1efe-1b84-486f-ade8-4d3e4ae57d4b | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY O... | Label: Waiver Of Jury Trials |
a1bb95b6-91be-4fc9-b95f-0548014acbcd | Clause:
During the Term, the Executive’s annual base salary shall be $355,000. The Executive’s base salary shall be re-determined annually by the Board or the Compensation Committee of the Board and shall be subject to increase but not decrease while Executive is serving in the Chief Scientific Officer role. The annu... | Label: Base Salary |
fe2857a8-15ae-4926-9d6c-66aaa52860f6 | Clause:
The Company and the Company Subsidiaries have good title to or, in the case of property held or used under a lease and any other Contractual Obligation, an Enforceable right to use, all of the properties and assets used in or necessary to the conduct of the Business (collectively, the “ Assets ”). The Assets th... | Label: Titles |
145bc1a5-af65-4e80-bf26-531c56566a51 | Clause:
All purchases of Products hereunder shall be subject to the provisions of this Agreement. Unless otherwise agreed in writing, nothing contained in any purchase order submitted pursuant to this Agreement shall in any way modify or add any provision to this Agreement. In the event of a conflict between the term... | Label: Terms |
8ca7cc0d-12f5-4ab7-8055-5b2bbdeb5533 | Clause:
The headings used in this Subscription Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Subscription Agreement or any provision hereof. Words importing the singular number only shall include the plural and vice versa. In this Subscription ... | Label: Interpretations |
d3d30672-50b4-4db3-a60f-5c1d333dcc00 | Clause:
The execution, delivery and performance by Purchaser of this Agreement has been duly authorized by all necessary action. Purchaser has full power, authority, and legal capacity to execute and deliver this Agreement and to perform all of its respective obligations under the terms hereof. This Agreement constitut... | Label: Authority |
4c1838d8-f494-48c5-9671-1c10b1452939 | Clause:
Set forth on Schedule 4.19 of the Company Disclosure Letter is a true, correct and complete list of all material insurance policies held by the Company or any of its Subsidiaries as of the date of this Agreement (collectively, the “ Material Company Insurance Policies ”). Each of the Material Company Insuranc... | Label: Insurances |
e5d28667-9e57-430f-9160-335da2ff647f | Clause:
The representations and warranties contained in Article VI shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on ... | Label: Warranties |
81fa0b02-5164-4d23-9a56-016764e2ac9b | Clause:
THIS AMENDMENT NO. 6 AND ANY OTHER LOAN DOCUMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 6 OR ANY OTHER LOAN DOCUMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF N... | Label: Applicable Laws |
d4b4859e-b578-42ee-88e8-857ad7039bd0 | Clause:
EACH OF COUSINS AND THE STOCKHOLDERS HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY, IN ANY MATTERS (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this c... | Label: Waiver Of Jury Trials |
f691e508-8613-45be-be0e-a78be59a4c8c | Clause:
Any Lender may, without the consent of the Company, the Administrative Agent, any Issuing Lender or the Swingline Lender, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (... | Label: Participations |
a8572139-616c-4aa3-b6f5-4edb4485e683 | Clause:
Each Grantor agrees, at the expense of the Borrower in accordance with Section 10.2 of the Credit Agreement, to take any and all actions reasonably necessary to defend title to the Collateral against all Persons (other than Persons holding Permitted Liens on such Collateral that have priority over, or are pari ... | Label: Further Assurances |
a031f3b0-5fd1-4990-913d-46830c2d3645 | Clause:
The execution, delivery and performance by the Company of this Agreement and the Additional Agreements and the consummation by the Company of the transactions contemplated hereby and thereby are within the corporate powers of the Company and have been duly authorized by all necessary action on the part of the C... | Label: Authorizations |
d1c2faee-a84e-4748-a2c4-909dd7960029 | Clause:
The Company may terminate the Executive’s employment if the Executive has been unable to perform the material duties of his employment for a period of 180 days in any twelve month period because of physical or mental injury or illness which constitutes a disability for purposes of Section 409A of the Code (“ Di... | Label: Disability |
6b0ac042-34fa-4ea9-b39c-66c02e09bd15 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of N... | Label: Governing Laws |
93becf17-a60a-4f74-b6f8-6e8db1a03295 | Clause:
Schedule 7.1(f) is a complete and correct listing of all real estate assets of the Borrower, each other Loan Party and each other Subsidiary, as of the date of the financial statements for the fiscal quarter most recently ended prior to the Agreement Date, and sets forth all material adjustments thereto as of t... | Label: Liens |
189497a1-1154-41a4-a1f1-ef515988f497 | Clause:
The rights contained in this Section 1.4 shall be personal to the original Tenant executing this Lease and any Affiliate Assignee (" Original Tenant ") and any Affiliate Assignee, and may only be exercised by the Original Tenant or such Affiliate Assignee (and not any other assignee, sublessee or other transfer... | Label: No Defaults |
75228e2c-1c0e-42a4-9b89-6f2c86bc9f51 | Clause:
The Borrower will maintain, and cause each Subsidiary to maintain, each Plan in substantial compliance with all material applicable requirements of ERISA and of the Code and with all applicable rulings and regulations issued under the provisions of ERISA and of the Code and will not, and will not permit any of ... | Label: Erisa |
f0a1358e-3207-46bc-8b8f-176a7f7d7c5c | Clause:
EARTHSTONE ENERGY, INC. Borrower EARTHSTONE OPERATING, LLC EO EF NON-OP, LLC EF SABINE RIVER ENERGY, LLC Sabine BASIC PETROLEUM SERVICES, INC. Basic LYNDEN ENERGY CORP. LE LYNDEN USA, INC. LUSA Guarantor Guarantors BOKF, NA dba BANK OF TEXAS Agent . Party Parties.
Task: Classify this clause into ONE of these t... | Label: Amendments |
9facc184-941b-40a4-9ec5-3cf5adfb548f | Clause:
Each Grantor hereby waives, to the extent permitted by applicable Laws, all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable Laws in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or an... | Label: Waivers |
b9a39902-094b-41fd-a63f-146be13befe7 | Clause:
Each of the representations and warranties of each Investor in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in ... | Label: Warranties |
76980471-620a-4408-af9e-083ca945ca3f | Clause:
This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors a... | Label: Entire Agreements |
b1073e3f-1c88-4b77-9cec-f2f62d1da70c | Clause:
This Agreement, together with the Employment Agreement and the Confidential Information Agreement, contains the entire agreement between Employee and the Company relating to the subject matter hereof, and all prior agreements, negotiations and representations in regard to the subject matter are replaced by this... | Label: Entire Agreements |
f82d341f-c995-44df-b996-582a1e95c89a | Clause:
Section 10.15 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.
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, Autho... | Label: Waiver Of Jury Trials |
ce52510c-943b-4ff6-b692-3f3a9b450468 | Clause:
The location where Seller keeps its books and records, other than those relating to Serviced Loans or the servicing of other Mortgage Loans, is its chief executive office. The location where Seller keeps its books, computer tapes and records relating to the Serviced Loans and the servicing of other Mortgage Loa... | Label: Records |
4922038d-0bde-46ab-983f-1e65a4fa26a6 | Clause:
Schedule 3.20 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Loan Parties believe that the insurance maintained by or on behalf of th... | Label: Insurances |
627bf4fd-2ea9-4d62-9abf-33b8ad242f71 | Clause:
Subject to Section 3(c), all unvested RSUs shall be immediately forfeited upon the Participant’s Termination for any reason.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Forfeitures |
b5ef5ead-57e4-4fdf-b76c-e826e0849847 | Clause:
The Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose, modify or amend the terms or conditions hereof, be used in connection with the interpretation of any term or condition hereof or be given any substantive effect.
Task:... | Label: Headings |
66631b23-1d12-4892-a14e-e3180dab6e98 | Clause:
As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive an initial Base Salary of $750,000 per year, payable in accordance with the normal payroll practices of the Company, less required deductions for state and federal withholding tax, social security and all... | Label: Base Salary |
9e6d78c3-9563-4e1b-bf45-21ae73860a99 | Clause:
Executive agrees to make himself/herself reasonably available to the Corporation to respond to requests by the Corporation for information concerning litigation, regulatory inquiry or Investigation, involving facts or events relating to the Corporation that may be within his/her knowledge. Executive will cooper... | Label: Cooperation |
fce9cf7a-659d-4e7c-abb0-6742fcdeced2 | 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, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CO... | Label: Waiver Of Jury Trials |
c3f16b1a-b7d8-4b32-92a1-6a401e168b77 | Clause:
The closing for the Qualifying Capital transaction relating to the Qualifying Investment under Section 2.2, shall be held in accordance with the Transaction Terms and at the time and place stated in the Offering Notice or at such other time and place as the parties to the transaction may agree. At or prior to s... | Label: Closings |
160f475a-cf81-4f9f-aa0a-ffe8b5643d0c | Clause:
Use the proceeds of the Term Loans in accordance with the Budget (subject to Permitted Budget Variances) or for Specified Disbursements. Without limiting the foregoing, the proceeds of the Term Loans shall be used solely (i) to pay fees and expenses related to this Agreement, the other Loan Documents and the tr... | Label: Use Of Proceeds |
cae63931-4255-4d36-b0a1-119a364ae20b | Clause:
The capitalization of the Company is as described in its most recently filed SEC Report on Form 10-Q, except for issuances pursuant to this Agreement, stock option exercises, issuances pursuant to equity incentive plans, conversions of convertible promissory notes or exercises of warrants. The Company has not i... | Label: Capitalization |
649c83de-d78c-4508-854c-76a8612bc749 | Clause:
From the date of this Agreement until the Closing or earlier termination of this Agreement, whichever occurs first, Sellers shall not create any Title Exceptions or Survey Defects which adversely affect any portion of the Condominium Property.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Titles |
f55955b0-74b8-4c13-9abe-29d5689fb7b3 | Clause:
The Transferor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of i... | Label: No Defaults |
974e901d-e424-4638-8f8d-2f5aa1f33748 | Clause:
The Seller is a Delaware Corporation, duly formed, validly existing and in good standing under 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, Assignmen... | Label: Existence |
8078748f-3424-41f8-af8d-f89d53098713 | Clause:
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such de... | Label: Severability |
0edef8e1-0ebd-4578-9787-4deb553273cc | Clause:
Pay and discharge promptly when due all material Taxes imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims which, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon such properties o... | Label: Taxes |
63f461bc-a290-4ac5-8e13-8954c2e8e29d | Clause:
This Agreement shall be effective as of the Effective Date and ends upon the last to expire of those patents and patent applications that ParkerVision or its Affiliates owns or controls as of the Effective Date (“ Term ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Terms |
94d98792-7454-4233-96fd-f5abf983a42c | Clause:
References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include all Exhibits and Schedules appended hereto, including the Plan. All references to “Sections” in this Agreement shall be to Sections of this Agreement unless explicitly stated otherwise. The w... | Label: Construction |
7c0227a3-7674-4bed-8525-5579556e57ca | Clause:
The properties of Parent Guarantor, the Borrower and the Restricted Subsidiaries are insured pursuant to self-insurance arrangements or with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower, as applicable) are financially sound and responsible, in at l... | Label: Insurances |
788a3e35-aca2-4e7d-9a9e-13183f03dba1 | Clause:
The terms and provisions contained herein are and shall remain confidential and shall not be disclosed by you or your representatives except as mutually agreed or required by law or court order. This provision shall survive the terms of this letter agreement.
Task: Classify this clause into ONE of these types ... | Label: Confidentiality |
629bb575-f84b-44f9-a5de-89620b938487 | Clause:
No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document. No Loan Party or any subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or c... | Label: No Defaults |
597ccdaa-29de-488b-a426-c2293388fca0 | Clause:
This Agreement may be executed by facsimile signature, which, when so executed and delivered, shall be deemed to be an original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Miscellaneous |
28f36375-1428-410c-be85-fa7048cdaca2 | Clause:
The indemnification obligations of the Company and the Shareholders selling Registrable Securities under this Section 5.07 shall survive until the first anniversary of the expiration of all applicable statutes of limitation or extensions of such statutes. The indemnification provided for under this Agreement s... | Label: Survival |
d52929f7-5cdd-4580-b84f-f61e82d5c780 | Clause:
The Plan will be governed by the substantive laws (excluding the conflict of laws rules) 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, Assig... | Label: Applicable Laws |
a7f1570c-bcd8-47b8-af30-400ed5795819 | Clause:
As of the Closing Date, immediately after the consummation of the Transactions to occur on the Closing Date: (a) the sum of the debt (including contingent liabilities) of the Parent Borrower and its Subsidiaries on a consolidated basis does not exceed the fair value of the assets of the Parent Borrower and its ... | Label: Solvency |
ac828354-14c6-4140-9522-193b4cbd1fbc | Clause:
Each Credit Party and each Subsidiary thereof (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business as currently being conducted, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to its kn... | Label: Compliance With Laws |
bf6e19fc-dd06-4482-8f3e-6ed46ad1c090 | Clause:
Unless otherwise expressly provided herein, all notices, requests, claims, demands or other communications under this Agreement shall be delivered in accordance with the requirements for the provision of notice set forth in Section 10.5 of the Separation and Distribution Agreement.
Task: Classify this clause i... | Label: Notices |
5dce6802-8ede-454b-9192-f04e6fa7f5f0 | Clause:
The agreements in this Section 10.04 shall survive the resignation of the Administrative Agent, any other Agent and/or any L/C Issuer, the replacement of any Lender, the termination of the Commitments of all of the Lenders and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classif... | Label: Survival |
3cf3f9b8-36a1-4eb6-990e-e7de318161e2 | Clause:
Subject to the provisions of Article V hereto, Assignor shall execute and deliver all such instruments or cause such instruments to be executed and delivered, and take such further actions or cause such actions to be taken, as NewCo reasonably may request, in order to give full effect to this Agreement and the ... | Label: Further Assurances |
75da4d20-e15c-4997-ac03-5948ba855114 | Clause:
All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the provisions of the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or doctrine that would result in the... | Label: Governing Laws |
3ea79ac5-1f5d-49f4-a7bb-351c7fa54b7d | Clause:
The Grantor is as of the date hereof, and after the consummation of the Transactions, will be “solvent” within the meaning of such term under the United States Bankruptcy Code.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Solvency |
bef09612-a146-4aeb-a6ed-0f0aa0b669d1 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) except as coul... | Label: Authorizations |
88628a4b-c0e4-47e1-81d9-178fec2decf6 | Clause:
Holder hereby (a) agrees that the Share [Options], and any other shares of capital share or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party there... | Label: Agreements |
69d41960-d50e-4dd8-8368-a244f59fb885 | Clause:
Subject to Section 6, the Company shall employ the Executive and the Executive shall continue in the employ of the Company as an employee at will pursuant to the terms of this Agreement, as may be amended (the “Term”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Employment |
aa83f1c8-22fe-4b5d-abd3-6e5065c38e26 | Clause:
The Company will use its reasonable best efforts to comply with all federal and state laws or other applicable laws and regulations and all rules for domestic stock exchanges on which its Ordinary Shares may be listed, which apply to the issuance of the Ordinary Shares subject to the Option, and to obtain such ... | Label: Compliance With Laws |
84847c23-5cb0-42c0-bedb-ee25980e738f | Clause:
The Borrower shall use the proceeds of the Loans solely as follows: (a) to pay costs and expenses required to be paid pursuant to Section 2.1(j) , (b) for working capital, letters of credit, capital expenditures and other general corporate purposes not in contravention of any Requirement of Law and not in viola... | Label: Use Of Proceeds |
173abf0a-7014-462d-9882-3d6eebb4e631 | Clause:
Executive agrees that, as a condition to receiving the severance payments and benefits set forth in Section 2.1 or Section 2.6 , as applicable, Executive will execute a release of claims substantially in the form of the release attached hereto as Exhibit A . Within two business days of Executive’s date of term... | Label: Releases |
3304a4e8-3f53-4ce9-ac18-9b754e872711 | Clause:
No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by Borrower of, or compliance by Borrower with, the Loan Documents or the consummation of the transactions contemplated hereby, other than those which have been obtained by... | Label: Consents |
2f5872d6-d6df-40f5-9626-63bee6bb0a3b | Clause:
The Parties agree that this Agreement shall be considered to have been made in, and construed and interpreted in accordance with the substantive laws of the State of California, without regard to its conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Governing Laws |
09379b39-2014-45e1-b075-b8d7bd47d3c2 | Clause:
The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each constitutes, or upon execution and delivery thereof by such Investor will constitute, the valid and legally binding obligation of such Investor, enforceable ... | Label: Authorizations |
3e1bfe0e-959e-4261-863b-095fc7c59d14 | Clause:
Buyer shall pay, when due, any claims, liabilities, debts, injuries, liens or other encumbrances, and any consultant or other expense contracted for or incurred by Buyer incurred or arising before the Close of Escrow that relate in any manner to any of Buyer’s activities relating to the Property prior to the Cl... | Label: Liens |
cb7ab8b4-df0d-46cd-9f41-ab33ffc35e5d | Clause:
The Award Notice and the Plan are incorporated herein by reference. Capitalized terms not defined herein shall have the meanings specified in the Plan. This Agreement, the Award Notice and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their ... | Label: Entire Agreements |
05083efc-dd43-418c-81fb-9d487659e675 | Clause:
Interest shall accrue on each Loan for each day during a related Interest Period at a per annum rate equal to the product of (x) the outstanding principal balance of such Loan on such day, multiplied by (y) the sum of (i) the applicable LIBOR Rate for such day and (ii) the Applicable Margin. Interest shall be p... | Label: Interests |
a2ba7958-de8e-479a-b575-4639be3528e5 | Clause:
Borrower shall pay to Bank a commitment fee equal to Two Hundred Fifty Thousand Dollars ($250,000.00) which fee shall be due on the date hereof and shall be deemed fully earned as of the date hereof. Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment t... | Label: Fees |
cab341f1-fa3b-4858-a308-c00913b126d5 | Clause:
This Agreement shall inure to the exclusive benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns. Nothing expressed or mentioned herein is intended or shall be construed to give any person other than the parties hereto and their permitted assigns any legal or... | Label: Binding Effects |
891e9567-cd47-476e-a8c9-15f299440b1e | Clause:
All capitalized terms used in this Second Amendment, unless otherwise defined herein, shall have the meanings given to them in the Agreement, and each reference in the Agreement to “this Agreement”, “hereof”, “herein”, “hereunder” or “hereby” and each other similar reference shall be deemed to refer to the Agre... | Label: Interpretations |
74ab9cd2-7c10-4217-9380-dbc991d6e246 | Clause:
This Agreement may be executed by the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Counterparts |
a5909b32-c50d-47d6-830c-422dc8fd975b | Clause:
The Loan Documents have been duly executed by Borrower and delivered to Agent and constitute legal, valid and binding obligations of Borrower, enforceable in accordance with their terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable ... | Label: Enforceability |
b262fa44-5c05-49d7-8e4c-d20b4566033a | Clause:
THE GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND EACH OTHER SECURED PARTY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CON... | Label: Waiver Of Jury Trials |
35bab175-940a-4a83-b607-fddbc505ba0c | Clause:
Unless otherwise provided, any notice and other communications required or permitted by this Agreement will be in writing and will be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by telegram or fax, or 48 hours after being deposited in the U.S. mail, as certified or... | Label: Notices |
09fee601-b983-4ffc-9ebb-c3528f1aaa11 | Clause:
The Control Agent shall have received duly executed copies of (i) this Amendment from the Borrower, each Guarantor and other Credit Party, the Control Agent and the other Lenders, (ii) the Consent and Affirmation by WCAS attached hereto, and (iii) a fully executed Amendment No. 1 to the Subordination Agreement ... | Label: Consents |
6abf39f0-5650-491e-8466-427d053864ea | Clause:
Interest and fees hereunder shall be computed on the basis of a year of 365/366 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest ... | Label: Fees |
f78828d0-2050-4b7d-8517-0d358269f986 | Clause:
In case one or more provisions of this Security Agreement or the other Credit Documents shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby... | Label: Severability |
31ce4111-b2a3-4e8b-83c0-d72e5030d5ff | Clause:
Other than as set forth on Schedule 5.06 , there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Subsidiaries or against any of their prope... | Label: Litigations |
c9138a4c-b5f6-487f-817c-489233e6d3b3 | Clause:
(a) All computations of interest for Base Rate Loans or Canadian Prime Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate and Canadian Prime Rate Loans determined by reference to the Canadian Prime Rate) shall be made on the basis of a year of 365 or 366 days, as the case may b... | Label: Fees |
fdd01643-b52d-45f0-95bc-4283fc22496f | Clause:
Each person signing this Amendment warrants and represents that he or she has the requisite authority and ability to enter into this Amendment and to bind the party on behalf of which such person is signing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Authority |
c81979ad-b2eb-4d60-9aff-583ddd648a6b | Clause:
This Agreement shall commence upon the date of this Agreement and shall continue until terminated pursuant to Article VI below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Terms |
a726955a-efc6-4b4a-90b8-df5a82277d56 | Clause:
The Transaction Documents and the Magellan Guaranty are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto and thereto in respect of the subject matter contained herein and therein. There... | Label: Entire Agreements |
47590bae-98d2-4184-80a1-6e234882282f | Clause:
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telec... | Label: Counterparts |
8cb094b6-699d-412b-af2b-685bd2710543 | Clause:
This Transition Services Agreement and all disputes or controversies arising out of or relating to this Transition Services Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal Laws of the State of New York, without regard to the Laws of any othe... | Label: Governing Laws |
7030e39b-b62f-4a18-bcb0-0ed0c9a4390f | Clause:
Any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and shall be deemed to have been duly given ( a ) if sent by registered or certified mail in the United States return receipt requested, upon receipt, ( b ) if sent by nationally recognized ove... | Label: Notices |
99e79dd7-7a87-403d-b3ca-2d1b4149978c | Clause:
This Agreement shall, in all respects, be governed, construed, applied, and enforced in accordance with the law 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, Arbitration, Assi... | Label: Governing Laws |
1a48e7d4-e325-49f9-981b-ca7a9850f770 | Clause:
Neither the Borrower nor any ERISA Affiliate maintains or contributes to any Plan or Multiemployer Plan other than those listed on Schedule 7.1-Q hereto. Each such Plan which is intended to be qualified under Section 401(a) of the Internal Revenue Code as currently in effect has been determined by the IRS to be... | Label: Erisa |
6a0e8f84-1cfe-45da-afa9-6a5e9cd194e3 | Clause:
If Executive’s employment is terminated by reason of Executive’s Disability, then this Agreement shall terminate without further obligations by the Company to Executive under this Agreement except for obligations which expressly continue after termination of employment due to Disability, and upon valid executio... | Label: Disability |
a8dc4b10-3a1d-4a79-854f-9346457bd2ac | Clause:
Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, and except as provided pursuant to Se... | Label: Amendments |
a0673a4b-a33b-48c7-8f72-ee0df1659003 | Clause:
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree to use their best efforts to agree upon and replace such invalid, void or unenforceable pr... | Label: Severability |
dbf91ff9-282e-4549-b054-f7d67ebea5e4 | Clause:
Each of the consolidating (if requested) and consolidated audited and unaudited (as applicable) balance sheet and the related statements of income, stockholder’s equity and cash flow of Foresight Reserves and its Subsidiaries and the unaudited balance sheet and the related statements of income, stockholder’s eq... | Label: Financial Statements |
3449a753-a10c-4254-8b0e-8a54f9ce4488 | Clause:
Borrower shall and shall cause each other Loan Party to take all necessary action to establish and maintain, in favor of Lender a valid and perfected first priority security interest in all Collateral to the full extent contemplated herein, free and clear of any Liens other than Permitted Liens (including the f... | Label: Further Assurances |
04956ae3-6fca-4e9e-8d91-986c0e8825e1 | Clause:
Borrowers may request, convert or continue Loans, select interest rates, and transfer funds based on telephonic or e-mailed instructions to Lender. Borrowers shall confirm each such request by prompt delivery to Lender of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it diffe... | Label: Notices |
be8eb672-84b8-4552-a274-90c2e57afcc4 | Clause:
Except as set forth in Exhibit M , to Seller’s knowledge, there is no pending action, litigation or other proceeding not covered by insurance filed against Seller with respect to the Property which has been served on Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Litigations |
ad9ae5f0-ce44-421c-bfa1-ee5635d4f977 | Clause:
Receipt by the Administrative Agent, MLPF&S and the Lenders of any fees required to be paid on or before the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Fees |
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