id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
903c3886-2d5e-406a-9360-c2e8cdc3a1f8 | Clause:
If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, the Company shall provide the Executive’s estate or beneficiaries with the Accrued Obligations, the Pro Rata Bonus and the timely payment or delivery of the Other Benefits, and shall have no other severa... | Label: Death |
c3d1a9a6-b6c2-4c71-b133-25874230ccbc | Clause:
Lessee is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Task: Classify this... | Label: Organizations |
dea9ea40-b832-4398-8d71-acd779698fb0 | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(d) shall survive the termination of the Commitment and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Survival |
0958ac15-717d-4ac2-9aa5-8e21b63ab0da | Clause:
The Committee may amend, modify or terminate the Award and this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all r... | Label: Amendments |
36d8a95a-de45-420f-b5cf-3c073d4f4cb7 | Clause:
In the event that GTM determines that any payment of Royalty was underpaid or overpaid, GTM shall correct such overpayment or underpayment by adjustment to the amount of the next subsequent payment of Royalty following such determination.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Adjustments |
eba327b1-7a26-4885-b924-fdcc8ed1b3fc | Clause:
The Participant represents that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the grant of RSUs and the issuance of Shares with respect thereto and that the Participant is not relying on the Company for any tax advice. The Company makes no warranties o... | Label: Taxes |
7f5eb8e6-ebac-47a6-b9d6-2e9feec668dd | Clause:
Upon written request by any Indemnified Party, Indemnitors shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder (if requested by any Indemnified Party, in the name of the Indemnified Party), by attorneys and other professionals reasonably approved by the Ind... | Label: Expenses |
ab536c51-696e-464d-8223-3b244f1b4f58 | Clause:
Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the Parties hereto... | Label: Waiver Of Jury Trials |
5adaab92-0bc9-41a5-8258-a81ace442f9d | Clause:
Administrative Agent and the Arrangers shall have received from Sponsor (i) the Historical Financial Statements, (ii) pro forma consolidated balance sheets of the Sponsor and its Subsidiaries as at the Funding Date, and reflecting the consummation of the Transactions, the related financings and the other transa... | Label: Financial Statements |
0c69f292-50a4-414e-a8e9-4b3a86daebd5 | Clause:
The Company has all requisite power and authority to carry on its business as now being conducted, execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation of the tr... | Label: Authorizations |
c6d86e93-c62e-4312-bc3d-a11410e87243 | Clause:
This Addendum, in addition to the Participation Agreement and the Plan, constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral.
Task: Classify this... | Label: Entire Agreements |
fc6c349c-bdce-47b2-9019-ac53a21977e7 | Clause:
Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you die before the Fourth Vesting Date and before you have otherwise terminated employment with the Company Group, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination o... | Label: Death |
db4e4547-b37f-4860-881d-b040938f5e78 | Clause:
The Company, MWF and the Investor shall bear their own expenses and legal fees incurred on their behalf with respect to this Agreement and the transactions contemplated hereby; provided, that the Company shall reimburse MWF and the Investor for such expenses and legal fees up to $150,000 in the aggregate.
Task... | Label: Expenses |
37cf347a-76d7-4ecb-a6ca-7ce285e9e701 | Clause:
The Shareholder shall provide written notice to the Company immediately upon any transfer of the Shares covered in Section 2 above, and provide the Company with the date of such transfer and the number of Shares transferred.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Notices |
110da7d0-a6b7-49f1-b238-149ae4b7b4f5 | Clause:
The foregoing recitals are hereby incorporated by reference as if set forth at length herein. Capitalized terms used herein without definition shall have the meaning assigned to such terms in the A&R Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Definitions |
4a6f01c8-db0e-4ed5-9c40-e91d7c0230a8 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) .
Task: Classify this clause into ONE of these types ... | Label: Governing Laws |
3a5ddee5-47f0-4585-9d3d-b6c73a5f64d0 | Clause:
All of the direct and indirect subsidiaries of the Company are set forth in Schedule 3.1(a). The Company owns, directly or indirectly, substantially all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens other than the Liens of DBD Credit Funding LLC, and all of the is... | Label: Subsidiaries |
5eb4a872-2ab2-47a8-a96f-afdd73821b92 | Clause:
Allocate, from time-to-time, by a written instrument filed in its records, all or any part of its duties and powers under the PLAN to one or more of its members, including a subcommittee, as may be deemed advisable, and in the same manner to revoke such allocation of duties and powers. In the exercise of such ... | Label: Powers |
a9d11c7b-48ba-449d-ac82-235e8a652b7e | Clause:
The Option shall vest on the date or dates and in the amount or amounts set forth in the attached Agreement, or at such earlier time or times as may be provided in Sections 6 or 8 below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Vesting |
95eb3984-fc52-4e39-8041-51bfd429d846 | Clause:
If the Facility Amount is increased in accordance with this Section 2.15 , the Borrower (in consultation with the Administrative Agent and subject to confirmation by the Administrative Agent that the conditions precedent set forth in Section 2.15(c) have been satisfied) shall determine the effective date (each ... | Label: Effective Dates |
03610e89-01a8-4638-a161-41222375e2ed | Clause:
Parent is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has all limited liabili... | Label: Powers |
f3fff5b9-d64e-4af4-87a5-e7d53aed533c | Clause:
The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. Any waiver... | Label: Waivers |
fe632e19-ae36-4f1e-894d-450825043f18 | Clause:
Seller hereby represents to Buyer and Agent that as of the date hereof and taking into account the terms of this Amendment Number Six, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continu... | Label: Representations |
ecae13f4-e9fe-4a8a-932d-4478de1c8bb4 | Clause:
The headings of this Agreement are for reference only and shall not in any way affect the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Headings |
d87258e6-b9b9-406b-a976-25aa5f2d8237 | Clause:
Seller and Buyer agree to maintain confidentiality as to the terms and conditions of this Agreement (but not the existence of this Agreement), except (a) such disclosures to attorneys, accountants, consultants, investors, lenders and others as are reasonably required in order to consummate the transaction conte... | Label: Confidentiality |
b9157b29-d13e-43f4-8dc4-c89d62804b5f | Clause:
A party may not assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except as otherwise permitted by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Assignments |
64688624-fb8f-469b-9b71-54ec41e0abd3 | Clause:
This Agreement (including all schedules and exhibits hereto and Sales Notices issued pursuant hereto) and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Manager with respect to the subject matter hereof; provided , however , that the E... | Label: Integration |
5ac1368e-a652-4d1f-ae4f-4b28bcee3bac | Clause:
The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, up to $3,500,000 of shares (the “ Shares ”) of the Company’s common stock, $0.01 par value (“ Common Stock ”), from time to time during the term of this Agreement and on the terms set forth herein; provided , howe... | Label: Sales |
7e9dc9df-7ff4-49d3-b001-5ff3326d689d | Clause:
This Agreement and the provisions of the Employment Agreement incorporated herein, the 2012 Omnibus Equity Award Plan (the “ Equity Plan ”) and the award agreements evidencing the equity grants (“ Award Agreements ”) are the entire agreement between the Parties with respect to the subject matter hereof and cont... | Label: Entire Agreements |
25520ec4-20d9-48a3-bb68-0ee3f2cbc683 | Clause:
EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST AGENT, ANY LENDER, ANY L/C ISSUER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATI... | Label: Submission To Jurisdiction |
e09e60c5-3020-49f6-b7ef-055b1af607a4 | Clause:
Notwithstanding any other term or provision herein, this Agreement and all rights granted hereunder may be terminated without cause at any time by either Party upon thirty (30) days prior written notice to the other Party. However, in the event of a material breach of this Agreement by SWP, MassRoots may termin... | Label: Terminations |
4b7f9493-ea1a-4ba6-a269-96f61ae92805 | Clause:
EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK CITY, AND APPELLATE COURTS FROM ANY THEREOF, IN ANY LITIGATION OR OTHER PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH... | Label: Submission To Jurisdiction |
ffed6a49-c85c-4297-879c-37702c20538a | Clause:
Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meaning as in the Credit Agreement. Definitions contained in the Credit Agreement, as amended hereby, and in the other Loan Documents which identify agreements, instruments or documents shall be deemed to i... | Label: Definitions |
88cb7556-51c8-4b7b-8c9b-a7afcdd476e3 | Clause:
The headings, captions, numbering system, etc. are inserted only as a matter of convenience and may under no circumstances be considered in interpreting the provisions of this Contract.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Headings |
f3f0ce87-1646-4bfc-a967-9c6b8b97f7dc | Clause:
Except to the extent contemplated in the Vesting Schedule, upon Participant’s Termination of Service for any or no reason, the then-unvested RSUs subject to this Award Agreement (after giving effect to any accelerated vesting, including without limitation, pursuant to subsections (b) and (c) below) will thereup... | Label: Terminations |
a211df49-fb09-4a69-b12d-f165033e4dfd | Clause:
EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGRE... | Label: Waiver Of Jury Trials |
596e9f26-f4f3-4520-92e1-81eae335cb06 | Clause:
Capitalized terms used herein that are not defined herein shall have the meaning given such terms in the Purchase Agreement.
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: Defined Terms |
12e78182-ba58-48f0-a017-bdc8bbac47e1 | Clause:
The Administrative Agent shall be satisfied that as of the Effective Date, the proceeds of the initial funding hereunder and the proceeds of the cash equity contribution required under clause (o) above shall be applied as detailed by the Borrower to the Administrative Agent prior to the Effective Date.
Task: C... | Label: Use Of Proceeds |
f250c8b1-6aa2-40d4-93d3-6dff5591f19f | Clause:
The Seller is a corporation organized and validly existing under the Laws 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, Assigns, Authority, Authorizations, Bas... | Label: Organizations |
8d598c4a-d1e2-4a45-85dc-99dae97ec027 | Clause:
You agree not to deliberately defame or disparage in public comments any of the Company or any of their respective officers, directors, members, executives or employees. You agree to reasonably cooperate with the Company (at no expense to you) in refuting any defamatory or disparaging remarks by any third party... | Label: Non-Disparagement |
79234740-5be6-4ecd-a1c9-3cca862061b4 | Clause:
Pursuant to the terms and subject to the conditions set forth herein, including, without limitation, the provisions of Section 4.08 below (Limitations on Transfer), the Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell to the Purchaser, the ValidSoft Shares for the consideration ... | Label: Sales |
bbbafdfb-4795-451f-9127-be1f569e29f8 | Clause:
Such Grantor owns each item of the Collateral free and clear of any and all Liens or claims, except for the Liens or claims created under this Agreement, including, without limitation, liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as Grantor under a security agree... | Label: Titles |
f573f979-d026-4494-88b7-ebea192d27c6 | Clause:
The term (the “ Term ”) of this Agreement shall commence on the date hereof and shall terminate with respect to each Stockholder upon the earliest of (i) the mutual agreement of the Company such Stockholder, (ii) the Effective Time, and (iii) the termination of the Merger Agreement in accordance with its terms;... | Label: Terminations |
2c84db98-611b-4447-b860-7555520f025d | Clause:
The purchase and sale of the Shares shall take place on or before May 16, 2016; at the law office of Nobel Law Group Ltd. (“Escrow Agent”) with an address of 1341 W. Fullerton Avenue, Suite 159, Chicago, IL 60614 (which date and place are designated as the “Closing”). At Closing, Escrow Agent shall deliver to S... | Label: Closings |
fec06e16-8ae2-4bae-9aac-2044dcf942cc | Clause:
The Administrator will have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during wh... | Label: Vesting |
e90d9981-b77c-4df3-8c12-ff9b32f3b7e3 | Clause:
Each party’s obligations under this Section 2.22 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 obligations under any Loan Document.
... | Label: Survival |
27e1b774-ce90-4cc5-95c1-beda51e266fa | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys... | Label: Expenses |
1d50758d-7172-4728-904e-fdc99aaf4b6e | Clause:
The Employee may not assign this Agreement or any rights hereunder to any other party or parties without the prior written consent of the Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
Task: Classify this clause into ONE of these types (exa... | Label: Assignments |
98d8571b-27d8-47f9-88d2-1687af5507de | Clause:
All notices hereunder shall be in writing and shall be delivered by hand, by facsimile (or photo or other electronic means), by local messenger or by reputable overnight courier. Notices shall be deemed given: (1) when received, if delivered by hand or local messenger; (2) when sent, if sent by facsimile, photo... | Label: Notices |
de50e6e1-3c49-43af-8447-db404a36f9c3 | Clause:
In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby agrees and acknowledges that the Employer will suffer immediate and irreparable injury, for which monetary damages will not be an adequate remedy. The Employee further acknowledges and a... | Label: Remedies |
b8e26076-835d-4784-84b0-2a0c879061b3 | Clause:
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES ANY AND ALL RIGHTS THAT IT MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN BORROWER, LENDER O... | Label: Waiver Of Jury Trials |
2179aee6-4a3f-40a2-ad65-11d003ae7580 | Clause:
This Agreement shall become effective as of the Effective Date and shall remain in effect for the Term. This Agreement shall expire on the last day of the Term, unless extended pursuant to the mutual agreement of the parties on or before the last day of the Term. In the event the Executive continues to provide ... | Label: Terms |
fd09ba1a-884d-4eae-ad6d-035673e98d6b | Clause:
All decisions or interpretations made by the Compensation Committee with regard to any question arising under the Plan or this Agreement as provided by Section 1 of the Plan, shall be binding and conclusive on the Company and the Director.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Interpretations |
52781176-7eeb-4e90-820f-21e3aa9098dc | Clause:
(a) The closing of the Purchase (the “ Closing ”) shall take place at the offices of Kirkland & Ellis LLP, 3330 Hillview Avenue, Palo Alto, CA 94304, on the second Business Day following the satisfaction (or, to the extent permitted by Law, the waiver by the party entitled to the benefit thereof) of the conditi... | Label: Closings |
765bbd46-7e74-4afb-a15c-06a316dfb889 | Clause:
BORROWER, INDIVIDUALLY AND ON BEHALF OF ITS DIRECTORS, MEMBERS, SHAREHOLDERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PRINCIPALS, AFFILIATES, PREDECESSORS, HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE " INDEMNIFYING PARTIES "), HEREBY UNCONDITIONALLY AND IRREVOCABLY INDEMNIFIES AND HOL... | Label: Indemnifications |
69676f81-4cc9-4a7c-bcde-2a0926a14f55 | Clause:
CWI shall not have materially defaulted in the performance of any of its covenants or obligations hereunder.
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: No Defaults |
bbe8e7ba-4e82-4744-88ca-34e2795abb8e | Clause:
This Agreement shall be governed by and construed in accordance with the law of the State of Texas, without regard to conflicts of laws principles. The Parties agree that the proper venue and jurisdiction for any cause of action relating to the Agreement shall be in Dallas County, Texas. If Consultant substanti... | Label: Governing Laws |
46e30d82-3396-4226-a327-969bc7444fbd | Clause:
The provisions of this Agreement shall not survive the termination of the President’s employment hereunder, except that the provisions of Sections 6, 8, 17 and 18 shall survive such termination and be binding upon the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Survival |
992bf0de-eeef-4ce9-a9ea-80ddf0ddc379 | Clause:
Each Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “ Indemnified Person ”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilit... | Label: Indemnifications |
dff1f548-ae55-413d-a709-711680715512 | Clause:
Each Credit Party shall pay and discharge promptly all Taxes imposed upon it or upon its income or upon any of its Property as well as all claims of any kind ( including claims for labor, materials, supplies and rent); provided, however, each Credit Party shall not be required to pay any such Tax or claim if th... | Label: Taxes |
08c796d3-cb4c-493e-8585-d80a8748c2f7 | Clause:
The Company hereby covenants and agrees that the Proceeds from the sale of Units shall be used for working capital and general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Use Of Proceeds |
fb0e7115-372a-4c98-b2a2-a85fdf839c87 | Clause:
This Agreement, the Note, and the other Loan Documents integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly o... | Label: Entire Agreements |
22010eb3-838a-499b-8414-e6263aa43d64 | Clause:
The Company intends that payments under this Agreement will either comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “ Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt fr... | Label: Interpretations |
ec38759d-aeb2-496c-bc1c-aac12e9835d9 | Clause:
The execution, delivery, and performance by the Company of this Note and the Security Agreement will not (i) result in the violation of the provisions of the organizational documents of the Company, (ii) violate any provision of any existing material Law applicable to the Company or (iii) conflict with, result ... | Label: No Conflicts |
8645fb2f-f782-46b0-bea1-9797e428c5d3 | Clause:
Executive is hereby employed as the Executive Vice President and Chief Human Resources Officer of the Company. In such capacity, Executive shall have the duties and responsibilities commensurate with such position as shall be assigned to her by the Chief Executive Officer of the Company (the “Chief Executive Of... | Label: Employment |
ef3cd689-73e4-47c4-9d0e-46e5fba37e17 | Clause:
This Agreement may be executed and delivered in one or more counterparts (including by means of telecopied signature pages or electronic transmission in portable document format (pdf) or other format), all of which shall be considered one and the same agreement and shall become effective when one or more counte... | Label: Counterparts |
aa266d00-681b-4b3d-8fdf-5b5aa0bcaf24 | Clause:
The parties hereto agree that this Amendment and the amendments provided in Section 1 shall become effective upon the Administrative Agent's receipt of a counterpart of this Amendment, duly executed and delivered by each of the Borrower, the Subsidiary Guarantors, the Administrative Agent and Lenders constituti... | Label: Effectiveness |
c9ebdb4d-675f-462d-8c83-2e1918ba4461 | Clause:
Subject to the terms, covenants, conditions , and provisions of the Leases and this Assignment, Assignor hereby transfers, conveys, and assigns to Assignee all of its right, title, and interest as landlord in, to and under the Leases.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Assignments |
7c1f1a0e-93f5-40d0-9136-b2a277f16001 | Clause:
Borrower shall have delivered to Bank evidence of insurance coverage on all Borrower's property, in form, substance, amounts, covering risks and issued by companies satisfactory to Bank, and where required by Bank, with loss payable endorsements in favor of Bank.
Task: Classify this clause into ONE of these ty... | Label: Insurances |
4960382d-25a5-46c4-a62d-b8d7a71c562b | Clause:
The terms set forth in Section 9 of the Employment Agreement shall apply to this Release, provided that the word “Release” shall take the place of the word “Agreement” in such Section 9, where applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Construction |
aa82dbb4-dd29-4835-9fe0-aed93b72131a | Clause:
All rights of the Pledgee hereunder, the granting of the lien and the creation of the security interest ( prenda ) on the Pledged Equity Interests and all obligations of the Pledgors hereunder shall be absolute and unconditional irrespective of any perfection, exchange, release or non-perfection of any other co... | Label: Waivers |
34069f19-3e9e-419e-aa2d-796bbc52daa9 | Clause:
Unless otherwise defined in this Amendment, all terms not defined in this Amendment shall have the meanings assigned to such terms in the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Definitions |
46e88667-8ae8-4cf5-bc16-f7145761867c | Clause:
If the Executive’s Termination of Employment is by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of the Special Termination Amount, the timely payment or provision of Other Benefits, and the ... | Label: Disability |
b75db114-ed45-4f1e-a626-9e493642e2c8 | Clause:
Other than this Section 4 and Section 5, which shall survive any termination of this Agreement, this Agreement will terminate upon the earlier of (a) the Effective Time and (b) the date of termination of the Merger Agreement in accordance with its terms (the “ Expiration Time ”); provided that no such terminati... | Label: Terminations |
9b88ffd7-5ff7-41b3-9613-6d3a0d4cefb1 | Clause:
Except as otherwise provided by Applicable Law, Administrative Agent and each Lender shall utilize all non-public information obtained pursuant to the requirements of this Agreement which has been identified as confidential or proprietary by Borrower in accordance with its customary procedure for handling confi... | Label: Confidentiality |
94d4aabb-2e54-4eb9-b66d-c401864db3b9 | Clause:
Your assignment will commence on January 11, 2016 (the “ Assignment Effective Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Bas... | Label: Effective Dates |
2958f2cb-5b36-417d-9834-9987b1139c36 | Clause:
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of t... | Label: General |
00856b2d-37e7-45ee-86c2-e95c966693b3 | Clause:
Each party shall execute, deliver, acknowledge and file such other documents and take such further actions as may be reasonably requested from time to time by the other party hereto to give effect to and carry out the transactions contemplated herein.
Task: Classify this clause into ONE of these types (exactly... | Label: Further Assurances |
384ec1df-f41e-41d5-86ac-2ccca557b7cf | Clause:
This Assignment and the obligations of the parties hereunder shall survive the closing of the transaction referred to in the Sale Agreement and shall not be merged therein, shall be binding upon and inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns, and m... | Label: Miscellaneous |
c685ad62-0d24-424c-9bb5-4b57c320449e | Clause:
All representations and warranties of Pledgor hereunder shall survive the execution and delivery of this Agreement, the other Credit Documents and any Swap Contract or any Treasury Management Agreement between any Credit Party and any Lender or any Affiliate of a Lender in connection with the Loans, the deliver... | Label: Survival |
20b63bb9-0928-4419-96d7-9e0b6b5e3caf | Clause:
This Third Amendment and performance by the Parties hereunder shall be construed in accordance with the laws of the State of California, U.S.A., without regard to provisions on the conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Governing Laws |
b5c9f9c6-b07f-48e8-bc44-2ad8eccd4a08 | Clause:
There are no actions, suits, proceedings, or investigations pending or, to the knowledge of HFOL after reasonable investigation, threatened by or against HFOL or affecting HFOL or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or befor... | Label: Litigations |
4bb04b2c-ee01-4fa9-8e84-9ec9fd0e5622 | Clause:
Each party shall pay its owns expenses incurred in connection with the preparation, negotiation, execution, delivery, and performance of the Transaction Agreements to which such party is a party and the consummation of the transactions contemplated hereby and thereby.
Task: Classify this clause into ONE of the... | Label: Expenses |
6cd8a20a-3725-4fc0-9ecf-02d956a58627 | Clause:
Employee accepts this Award subject to all the terms and provisions of the Plan and this Agreement. The undersigned Employee hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement.
Task: Classify this clause... | Label: Interpretations |
f7a12c67-5651-454b-9f59-27a23338100f | Clause:
In the event a notice or other document is required to be sent hereunder to the Company or any Sponsor Shareholder, such notice or other document shall be in writing and shall be considered given and received, in all respects (a) on the date of delivery if delivered personally, or by facsimile, upon confirmatio... | Label: Notices |
fcd66794-53d0-4dd4-b7f0-9ec0ea2762f8 | Clause:
This Agreement shall be governed and construed in accordance with the laws of the State of California applicable to agreements executed and to be performed wholly within such State, without regard to any principles of conflicts of law. Each of the parties hereby irrevocably consents and agrees that any legal or... | Label: Governing Laws |
ea0f079c-0df0-4e7a-b3d5-72a7f0206fa6 | Clause:
The Company agrees that if Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that Executive is or was a trustee, director or officer of the Company, the Company, or a... | Label: General |
ab458e4c-6554-4d12-80fc-a71f746b9e51 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $5,000,000 of ... | Label: Closings |
e97947fd-8d31-4750-83af-f494aa0211d6 | Clause:
Except as disclosed in Schedule 6.27, during the two (2) years prior to the date hereof, the Borrower has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to... | Label: Financial Statements |
6a291f04-ffeb-4d87-ba91-bccc3b0e71ea | Clause:
Subject to the provisions of Section 11.3(b), no Limited Partner shall have the right to Transfer all or a portion of such Limited Partner’s Partnership Interest, or any of such Limited Partner’s rights as a Limited Partner, without the consent of the General Partner, which may be given or withheld by the Gener... | Label: General |
4d09d607-0455-4723-9222-12195f68d34a | Clause:
Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 6.10) arising out of, related to, or in connection with this Agreeme... | Label: Arbitration |
5c9d44f7-ac57-49cc-ab5b-643dfd4f63e9 | Clause:
Give Secured Party 15 days prior written notice of any proposed relocation of its principal place of business, its place of formation, chief executive office, the place where its books and records relating to accounts and general intangibles are kept or changing its name and the address to which it is entitled ... | Label: Records |
1bf61dd3-5fbf-49ab-9a78-a356d2f2f335 | Clause:
(a) There exists no default by any Credit Party in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument (including, without limitation, any Distribution Agreement) to which it is a party which would reasonably be expected to resul... | Label: Agreements |
78c02744-6410-437c-bd08-954fca34035e | Clause:
For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with ... | Label: Notices |
4e5c5cf2-88bb-46e6-8581-e5cea74d8d66 | Clause:
This Transition Services Agreement shall commence at the Distribution Effective Time and shall terminate upon the earlier to occur of: (a) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Transition Services Agreement; (b) the mutual... | Label: Terms |
91a38154-d592-41f6-ba05-548438469b40 | Clause:
Except for the Placement Agent and as set forth on Schedule 2.13 , neither the Company nor any of the Company's officers, directors, employees or stockholders has employed or engaged any broker or finder in connection with the transactions contemplated by this Agreement and no fee or other compensation is or wi... | Label: Brokers |
6a54c226-3d94-496b-9677-42062a3857b8 | Clause:
EACH SECURED PARTY SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED A... | Label: Indemnifications |
6b0ed9bd-0731-429e-8cf0-16e432e0526d | Clause:
Subject to the provisions of Section 4.2 and Section 4.3 below, if the Grantee terminates employment with the Company for any reason (including upon a termination for Cause), any unvested Units will be canceled and forfeited as of the date of Grantee’s termination of employment. In other words, the Grantee must... | Label: General |
a34ff12c-92fa-4ea0-83bf-e14c3b15bcb2 | Clause:
There are no intended third-party beneficiaries of this agreement, the Services, or the engagement. Amounts past due under this agreement shall accrue interest at the rate of 18% per year, or the maximum rate allowed by law, whichever is less. Client shall pay (or if BPC pays, reimburse BPC for) any applicable ... | Label: Miscellaneous |
c8bf4826-a770-4e86-93cb-00d4d53c269e | Clause:
This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 5.6 of the Plan. Such amendment must be in ... | Label: Entire Agreements |
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