id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
81c4b223-005a-42f6-84f1-0b539debf5a7 | Clause:
For the exclusive benefit of the Administrative Agent and the Lenders, the parties to this Agreement irrevocably agree that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that any proceedings may be brought in those courts. T... | Label: Jurisdictions |
1e82cbd4-ae61-445b-ae08-656c3ff91802 | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees, and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which ha... | Label: Payments |
b421bf45-7e14-4ee4-8a19-edbce9dd58d4 | Clause:
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile or email if sent during normal business hours of the recipient; if not, then on the next Trading Day, (c) f... | Label: Notices |
e9dcd84a-369d-4cc3-8588-2be4c7e2bd80 | Clause:
This Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Applicable Laws |
68553d20-89c4-4144-834c-42c15c8310d5 | Clause:
This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Delaware. Venue for all matters shall be in San Francisco, California, without giving effect to principl... | Label: Governing Laws |
c83a9422-67c9-4261-8d65-c85be038377a | Clause:
This letter agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Entire Agreements |
81bc47a5-6450-4f2e-897b-a5084fd0e878 | Clause:
This Agreement may be executed in counterparts (including by facsimile or portable document format (“ PDF ”)), each of which shall be deemed an original and both of which together shall constitute one and the same instrument. At the request of a party, the other party will confirm facsimile or PDF counterparts... | Label: Counterparts |
f87bef14-4c59-4c32-908f-b4d2256d96d6 | Clause:
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be... | Label: Remedies |
139671bf-f5f1-4b76-a644-3f391a94ac71 | Clause:
I acknowledge that all developments and any other intellectual property, including, without limitation, the creation of new products, conferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade name... | Label: Intellectual Property |
dd93788c-cfb9-4611-92b1-683885cbfcd5 | Clause:
The Company shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto (the “ Form 8-K ”), with the Commission within the time required by the Exchange Act. The Company and the Purchaser shall consult with each other in issuing any other press releases with respect to the t... | Label: Publicity |
ba5cb0f9-8feb-4e02-91a3-03174a240513 | Clause:
Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the ... | Label: Titles |
95b5b515-171a-4c02-a976-febdd40a6010 | Clause:
This Amendment No. 1 may be amended only upon the written consent of the Members.
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 Sal... | Label: Amendments |
d27285ca-be96-431e-bc3c-3317d258df96 | Clause:
The parties agree that any suit, action, or proceeding arising out of or relating to the Notice or this Agreement shall be brought in the United States District Court for the District of Massachusetts (or should such court lack jurisdiction to hear such action, suit or proceeding, in a Massachusetts state court... | Label: Venues |
579b05bc-c446-43d9-86ce-253a5239f6aa | Clause:
In order to induce Purchaser to execute and deliver this Amendment, each of the Servicer and the Seller hereby represents to Purchaser that as of the date hereof, (i) each of the Servicer and the Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the ... | Label: Representations |
8def56a3-23ca-410d-bbef-669b5d130ce7 | Clause:
Section headings used herein are for convenience only and are not to affect the construction of or be taken into consideration in interpreting this Pledge Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Headings |
677ab221-c2e3-4b61-8f6e-1c44e99a4579 | Clause:
Sublessor and Sublessee each waive any rights which they may have to trial by jury in any summary action or other action, proceeding or counterclaim arising out of or in any way connected with this Sublease, the relationship of Sublessor and Sublessee, the Subleased Premises and the use and occupancy of the Sub... | Label: Waiver Of Jury Trials |
7cd78928-2427-488d-85fe-f3a6634a0d28 | Clause:
This Agreement may be amended or modified only by an instrument in writing duly executed by the Seller Representative and Buyer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Amendments |
4ba63a0a-b34b-409b-8d23-71d61b2a46e5 | Clause:
During the Term and for two (2) years thereafter, Executive will not make any statement which disparages or is derogatory of the Company. .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Non-Disparagement |
fda6b730-7f70-4327-a51d-8228dacca9f5 | Clause:
Oversight Servicer has all requisite organizational power, authority, and capacity to carry on its business as it is now being conducted, to execute and deliver this Agreement, and to perform all of its obligations hereunder. Oversight Servicer does not believe, nor does it have any cause or reason to believe, ... | Label: Authority |
8edc2f98-b245-420a-9ed3-faa9c260041d | Clause:
The Fixed Assets have been maintained in good condition and repair, subject to normal wear and tear which does not materially adversely affect their use in the operation of the Branch Offices, and are suitable for their intended uses.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Titles |
e7b6e111-22f5-458e-a1e9-40ec749746c3 | Clause:
If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplat... | Label: Severability |
1d2527f5-adfa-4e72-9d7f-42dcd5ff549a | Clause:
As a condition of the Executive’s receipt of the benefits (other than the benefits described in Section 7(a)(i)-(iii)) described under Section 7(d) or Section 7(e) (such benefits, the “Severance Benefits”), the Executive must execute and deliver to the Company a severance and release of claims agreement in a fo... | Label: Releases |
7f2b6d00-cca4-4109-b8d2-d754c895795a | Clause:
THIS GUARANTY SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. THE GUARANTOR CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROU... | Label: Governing Laws |
76ab1949-2d08-44ee-ae47-58de285109e4 | Clause:
It has all power, authority, and legal right to execute, deliver, and carry out the terms of each of the Operative Documents to which the Security Trustee is a party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Authorizations |
282745f9-9e0b-47f4-a278-56113d38e2bd | Clause:
The Executive shall report to the Chief Executive Officer of the Company (the “CEO”) and in his capacity as an officer of the Company shall perform such duties and services as may be appropriate and as are assigned to him by the CEO. During the term of this Agreement Executive shall, subject to the direction of... | Label: Duties |
cd9476a5-ccde-4fc1-90e2-170108982edf | Clause:
Other than (i) the Cases and, with respect to any Debtor, any of the following that are effectively stayed as a result of the Cases or any other insolvency proceeding that does not constitute an Event of Default under Section 8.01(f) , (ii) the consequences that would normally result from the commencement, cont... | Label: Litigations |
80ee90db-9dac-49ea-8f4d-5b9562f160c0 | Clause:
Neither Party may assign this Agreement or any of its rights or interests under this Agreement, or delegate any of its obligations or liabilities under this Agreement, without the prior written consent of the other Party, which consent may be withheld in each such Party’s sole and absolute discretion and may be... | Label: Assignments |
5717789e-bad3-4d7d-85fa-e476a8a5c178 | Clause:
LICENSOR has the right, but not the obligation, to enforce its rights against any third party infringement and to defend LICENSEE’s right to use the Technology. If LICENSOR prosecutes any alleged infringement of the Technology, or defends LICENSEE’s right to use the Technology, LICENSOR shall control such litig... | Label: Enforcements |
44736f1c-87ce-4774-8db6-c8f48b99e90e | Clause:
For due and valuable consideration, acknowledgement of which is received Maker and Holders agree that, effective the date hereof the Notes are hereby terminated, cancelled, deemed null and void, and shall be of no further force or effect. Holders agree that effective the date hereof, all of the warrants referen... | Label: Terminations |
4268a014-9453-41ed-be58-06295e18f257 | Clause:
No Party will, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, assign, mortgage, pledge or otherwise convey this Agreement or any of its rights or duties hereunder; provided , however , that any Party may assign or convey this Agreement without the prior... | Label: Assignments |
86b45e7f-0f9e-4db9-9f91-ee3eb256056a | Clause:
At or prior to the Closing, Sellers shall be entitled to terminate or modify the insurance policies described in Schedule 9.2 to exclude coverage of the Company Assets, and Buyer will obtain its own insurance coverage with respect to the Company Assets.
Task: Classify this clause into ONE of these types (exact... | Label: Insurances |
e8e2015c-4d11-42ba-a2f1-27085518a615 | Clause:
Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, the Borrower has no Subsidiaries.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Subsidiaries |
83b0875b-15e7-404f-acc8-b9dd39e6d1c6 | Clause:
This Agreement may be signed in any number of identical counterparts, each of which shall be deemed an original instrument (including signatures delivered via facsimile or electronic mail) and all of which together shall constitute one and the same instrument. The parties hereto may deliver this Agreement by f... | Label: Counterparts |
e9687b87-d75e-4f5c-a5bd-3dd29ac8b718 | Clause:
The Borrower acknowledges, represents, warrants and agrees as to itself and all other Loan Parties, and each other Loan Party acknowledges, represents, warrants and agrees as to itself, that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement, as amen... | Label: Warranties |
9e08c4e7-50ec-4a69-a0ff-fe6eaba19965 | Clause:
In determining whether to execute this Release, Steipp has not relied on any representations by the Company other than the written representations contained in this Release and Company has not relied on any representations by Steipp other than the written representations contained in this Release.
Task: Classi... | Label: Representations |
2410a069-8ce6-4915-a6a1-170e9c6a86cd | Clause:
Date ”); provided that the LTI Participant has continued Employment from the Award Date through such Vesting Date, or has incurred an earlier Qualified Termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Vesting |
1a88868b-38ce-4707-aa39-baadc1b1e5fe | Clause:
(a) In the event of a breach of this Agreement, the nonbreaching Party may maintain an action for specific performance against the Party who is alleged to have breached any of the terms of this Agreement. This subparagraph (a) of this Section 13 of this Agreement will not be construed to limit in any manner any... | Label: Remedies |
4be940ab-36bb-4284-b5ba-46ca46bb3b62 | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Company as provided in Section 10.01 of the ... | Label: Notices |
04b39263-b4b1-4812-9944-7adc9ff561df | Clause:
Upon the occurrence of any Event of Default, the holder of this Note, at the holder’s option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of whi... | Label: Remedies |
310f279e-41e4-4ad3-9d6e-40ce993236c5 | Clause:
This Agreement and the covenants and agreements herein contained shall be binding upon and inure to the benefit of Assignee and its successors and assigns and shall inure to the benefit of Assignor and its successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Binding Effects |
525711cf-3a44-4436-8acb-b08da477b9e3 | Clause:
This Agreement, its interpretation, performance and enforcement, and the rights and remedies of the parties hereto, shall be governed and construed by the laws of the State of Nevada applicable to contracts to be performed wholly within Nevada, without regard to principles of conflicts of laws and without the a... | Label: Governing Laws |
f6a0ed09-fd46-4013-ac76-d2dd975a3e9f | Clause:
Enter into, renew, extend or be a party to, or permit any of its Subsidiaries to enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of ser... | Label: Transactions With Affiliates |
f024fe9c-1796-4635-81fc-6ba8c5676a1a | Clause:
This Agreement shall be interpreted under Minnesota law. This Agreement sets forth the entire agreement between the parties. Employee is not relying on any other agreements or oral representations not fully addressed in this Agreement. Any prior agreements between or directly involving Employee and the Company ... | Label: Applicable Laws |
3b46b26c-9375-416c-96d8-058b322a3e3c | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by the Employee and the Company.
Task: Classify this clau... | Label: Counterparts |
0da48b0b-1960-492e-b6d8-c8b4d6bec016 | Clause:
The Glad Parties have insurance policies with respect to the assets and Liabilities attributed to the Glad Global Business that are of the type and in amounts that are adequate to protect and conduct the Glad Global Business. There is no material claim by Clorox or any of its Subsidiaries pending under any of s... | Label: Insurances |
2d8f592b-c542-454a-b8b5-47934db7e2e0 | Clause:
This Agreement shall remain in effect from the Effective Date through June 2, 2046 (the “Term”).
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, Authoriza... | Label: Terms |
65a3f735-29e1-479c-87f7-00bddd57bb30 | Clause:
Each Borrower will not, and will not permit any of its Subsidiaries to use the proceeds of any loan made hereunder for any purpose other than (a) with respect to the Existing Term Loans, to pay a portion of the consideration payable in connection with the consummation of the Merger, (b) on the Closing Date, to ... | Label: Use Of Proceeds |
98b21d4e-a45a-460f-b9d2-3bb9b5be457b | Clause:
Except as expressly permitted by any applicable Governmental Authority (including any order of the Bankruptcy Court), comply with all material Legal Requirements (including, without limitation, applicable Environmental Laws and ERISA) applicable to it or to its business or property except in such instances in w... | Label: Compliance With Laws |
4c0f3410-a61e-4653-a5c0-242c3b6fb337 | Clause:
None of the parties hereto nor any of its respective member businesses and Affiliates shall, without the other parties' prior written consent (which shall not be unreasonably withheld or delayed), publicize or use (a) the other party's name (including a brief description of the relationship among the parties he... | Label: Publicity |
4d903552-4f90-48f2-9f1d-bd19229e3884 | Clause:
Subject to Section 8.09 , no party may assign this Agreement or any of its rights or interests under this Agreement, or delegate any of its obligations or liabilities under this Agreement, without the prior written consent of the other parties, which consent may be withheld in each such party’s sole and absolut... | Label: Assignments |
b91a4a7b-2084-4da6-90af-8ce9e414df3a | Clause:
If any provision of this Agreement shall be or shall be held or deemed by a final order by a competent authority to be invalid, inoperative or unenforceable, such circumstance shall not have the effect of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable, but thi... | Label: Severability |
84fd41ec-60ae-45ac-8f1c-4403214ed3b6 | Clause:
Upon the occurrence of an Adeptus Purchase Event, THR (or THR’s legal representative) shall give written notice of the Adeptus Purchase Event (the “ Adeptus Purchase Notice ”) to Adeptus within ten (10) days after the occurrence of such Adeptus Purchase Event.
Task: Classify this clause into ONE of these types... | Label: Notices |
940158ac-f7c0-4564-9da6-91b35c17b0f5 | Clause:
The Administrative Agent shall have received a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from the Borrower in accordance with Section 2.2 or Section 3.2 , as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Notices |
9be6b113-ed27-4781-a1bd-265f2487a68e | Clause:
The right to indemnification and advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. Unless otherwise required by law, the burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of th... | Label: Remedies |
9655282e-1a4e-4e85-9c63-8c18cb403239 | Clause:
Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Supplier Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Defined Terms |
841f173d-b715-48cc-a674-82977b00ce7b | Clause:
This Agreement shall be governed by, and interpreted in accordance with, the internal 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, Assigns, ... | Label: Governing Laws |
15da364b-7109-4cc1-b893-faf558b50438 | Clause:
If Tenant is a corporation or partnership, each individual executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the state in which the Project is located and that Tenant has full right and authority to execute and d... | Label: Authority |
e2d9e97d-7895-472f-9278-3dafef0d1cc2 | Clause:
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
Task: Classify this clause into ONE of these types (ex... | Label: Counterparts |
bcfeb796-a291-494e-a58b-22ebafe935d7 | Clause:
This Agreement may be terminated and the sale and purchase of the Shares and the Warrants abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York C... | Label: Terminations |
6ae0c7cd-07b0-42cb-af49-e323194c88f1 | Clause:
This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Governing Laws |
ce8eae6b-184d-4fe3-86dd-fe450a006bee | Clause:
Except strictly to such extent (if any) as may be provided in another agreement between Bank and Executive, Executive shall remain an employee at will of the Bank hereafter. This Agreement is not an employment agreement, but shall only be interpreted as governing the payment of severance, which may be due to Ex... | Label: Employment |
bff54623-b702-447d-aea3-3ba23a5b5075 | Clause:
Financial statements, as described in Section 3.07 of this Agreement, and pro forma financial statements covering the period from the Closing Date through the Expiry Date in form and substance satisfactory to the Agent and the Banks.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Financial Statements |
bb33f192-6f89-498a-a15d-1285776187fd | Clause:
On the Effective Date, the Borrower shall have paid all costs and expenses that have been invoiced not less than two (2) days prior to the Effective Date and are payable pursuant to Section 9.04 of the Credit Agreement, together with such additional amounts as shall constitute the Administrative Agent’s counsel... | Label: Fees |
f0d412e3-4d2b-427b-bb5f-168917d60a4c | Clause:
This Amendment may be signed in any number of counterparts, which may be delivered in original, electronic or facsimile form each of which shall be construed as an original, but all of which together shall constitute one and the same instrument. Signature by PDF or other electronic signature shall be as effect... | Label: Counterparts |
0c5e229a-4248-4679-952e-9520bb8bcc27 | Clause:
Notwithstanding any suspension or termination of this Agreement, the Parties shall continue to be bound by the provisions of this Agreement that reasonably require some action or forbearance after such suspension or termination, including without limitation those relating to confidentiality obligations, audit r... | Label: Survival |
8b2d291c-1e8f-454d-b168-dcd8798c6d65 | Clause:
Each Borrower authorizes the Agent and Lenders to extend Loans, convert or continue Revolver Loans, effect selections of interest rates, and transfer funds to or on behalf of applicable Borrowers based on telephonic or e-mailed instructions by Loan Party Agents to the Agent. Each Loan Party Agent shall confirm ... | Label: Notices |
9373c827-9bf1-4f4e-b857-4320527eac5a | Clause:
This Agreement has been duly authorized, executed and delivered by such Seller, and this Agreement is a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Enforceability |
a2ab920b-ee53-438a-8528-67afddd90017 | Clause:
Effective as of the Closing, each Seller, Owner and Representative, on behalf of itself, himself or herself and its, his or her Affiliates and each of its, his, her, and their respective heirs, successors and assigns (collectively, the “ Releasing Parties ”), hereby releases, acquits and forever discharges the ... | Label: Releases |
3dc95be2-b792-4bac-8e0f-c03deb39439a | Clause:
Except as set forth herein with respect to specific provisions hereof, this Agreement shall not terminate and shall remain in full force and effect until the end of the Term; provided that this Agreement shall earlier terminate in the event the Closing does not occur (at such date and time as when the Asset Pur... | Label: Terminations |
15d8f9cc-8223-4b1b-a7ff-2ba64c6d0bd9 | Clause:
The proceeds of the Loans will be used (i) to fund the Acquisition, (ii) subject to Section 2.11 , to finance the Refinancing and (iii) to pay fees and expenses related to the Transactions and the Acquisition. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that... | Label: Use Of Proceeds |
ea5837e7-8a9c-4367-8509-1a8d4ee75643 | Clause:
Notwithstandin g any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefit s in such manner as may be determined by... | Label: Indemnifications |
9304b71c-5eef-446e-a9be-d4d9b8f32498 | Clause:
Conduct its business in compliance with the FCPA, the UK Bribery Act 2010, and other similar applicable anti-corruption Laws in other jurisdictions, and maintain policies and procedures designed to promote and achieve compliance with such Laws in all material respects.
Task: Classify this clause into ONE of th... | Label: Anti-Corruption Laws |
85a76eb8-739e-4760-80e5-f5d0e28a08b1 | Clause:
The Company shall use the proceeds from the issuance and sale of the Shares for (a) the purchase of the shares of Series A Preferred Stock held by Kingdom Capital Market LLC for an aggregate purchase price of not more than $1,000,000.00 and (b) general working capital purposes.
Task: Classify this clause into ... | Label: Use Of Proceeds |
a9905df1-171e-478f-b83c-5357c55c3419 | Clause:
This Amendment shall pursuant to New York General Obligations Law Section 5-1401 be governed by, and construed in accordance with, the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Governing Laws |
4df9add0-2765-4736-bbb5-0221a3ecd545 | Clause:
This Agreement, together with the attached exhibit, the Confidentiality Agreement, the Change in Control Agreement, and the written Indemnification Agreement by and between Executive and the Company and dated on or about May 19, 2011 (together, the “Integrated Document”), embodies the entire agreement of the pa... | Label: Entire Agreements |
38bc4cdd-373b-46aa-8e12-a51c84204afc | Clause:
Except as set forth in Section 3.10 of the Company Disclosure Schedule, as of the date hereof there is no litigation, suit, claim, action, proceeding, arbitration or investigation (an “ Action ”) pending or, to the Knowledge of the Company, threatened against the Company or any of the Transferred Subsidiaries, ... | Label: Litigations |
92298ff6-4bbe-496b-9206-12bfedcadd1c | Clause:
Capitalized terms used herein without definition have the meanings ascribed to them in that certain Membership Interest Purchase Agreement dated January 28, 2014 by and between Maker, Payee and James D. Isenhour, an individual (the “Purchase Agreement”).
Task: Classify this clause into ONE of these types (exac... | Label: Terms |
1cdb85b2-1424-4058-bcb4-dbc8ac101e01 | Clause:
The execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or a waiver of any breach, default or event of default under any Security Document or other document held by ... | Label: No Waivers |
e5b54122-40d8-479d-951e-2e826b107171 | Clause:
All terms used in this Agreement which are defined in the Note, Article 8 or Article 9 of the Uniform Commercial Code (the “ UCC ”) currently in effect in the State of New York and which are not otherwise defined herein shall have the same meanings herein as set forth therein; provided, that terms used herein w... | Label: Definitions |
9fc06d8a-3c80-458e-862e-e4339d9c2671 | Clause:
The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent ... | Label: Governing Laws |
b209c97b-2820-4cc6-8feb-124a9dc14ce9 | Clause:
Except for the Lien granted to Collateral Trustee pursuant to this Agreement or under any other Parity Lien Document and other Permitted Liens (including those arising under an ABL Facility), such Grantor owns each item of the Collateral free and clear of any and all Liens. Such Grantor (a) is the record and be... | Label: Titles |
5a2f3b3e-0e54-4154-a8e3-9bd88846f750 | Clause:
THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Task: Classify this clause into ONE of these types (exactly ... | Label: Governing Laws |
769284f7-9e18-414d-a4a7-870f3556f02e | Clause:
This Agreement will be governed by, and construed and enforced in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable conflicts of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Governing Laws |
69ade371-f959-4c45-9be8-73e1f7071771 | Clause:
This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive other than by will or the laws of descent and distribution. Should Executive die or become mentally disabled on or following the Termination Date, this Agreement will be enforceable... | Label: Successors |
a52e8042-0a1b-4bf2-9e55-95f9f8b83e10 | Clause:
Client operates its business in material compliance with all applicable local, state and federal laws.
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, Aut... | Label: Compliance With Laws |
85a76c04-e23f-4f4d-8b46-c515cb30c6cb | Clause:
Commencing upon the Effective Date and continuing through the period of the Executive’s employment by the Company, the Executive shall serve as President of the Company and shall have the duties, responsibilities and authority set forth on Exhibit A to this Agreement. The Executive shall report to the Chief Ex... | Label: Positions |
d92eaaca-b851-44dd-bc64-bafaca2e56eb | Clause:
During the Employment Period, the Executive’s base salary will be $400,000.00 per annum (the “ Base Salary ”). The Base Salary will be payable monthly in arrears. Annually during the Employment Period, the Company shall review with the Executive his job performance and compensation, and if deemed appropriate by... | Label: Base Salary |
11cdc06c-d6da-46b8-abf8-0ace67db70ea | Clause:
Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any of the Parties without the prior written consent of the other Parties, except that each of the Seller and the Buyer may assign its rights and obligations hereunder to an Affiliate without the prior writte... | Label: Assignments |
fc873f88-95b3-4947-8b74-8dd4776f854e | Clause:
This Agreement may be amended only by an instrument in writing executed by the Company and BFTW LLC. Any such amendment will apply to all Stockholders equally, without distinguishing between them.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Amendments |
e40e8d1b-5c52-40b0-aa28-f82f0fccd706 | Clause:
The Subsidiaries listed on Schedule 4.14 constitute all the Subsidiaries of the Borrower at the Closing Date (after giving effect to the Merger). Schedule 4.14 sets forth as of the Closing Date the name and jurisdiction of incorporation of each Subsidiary and, as to each Subsidiary, the percentage of each clas... | Label: Subsidiaries |
a88773d7-a9be-4690-9d87-76ccbe093e13 | Clause:
All notices and other communications hereunder shall be sufficient if in writing and sent (a) by facsimile transmission (providing confirmation of transmission) or e-mail of a pdf attachment (provided that any notice received by facsimile or e-mail transmission or otherwise at the addressee’s location on any bu... | Label: Notices |
d8a52c6b-89f1-4b99-9c4d-ccbb57c33916 | Clause:
This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New Jersey, with the exception of its conflict of laws rules. The Parties will attempt to settle any dispute, claim or controversy arising out of this Agreement through consultation and negoti... | Label: Venues |
464ef5d0-8bb8-4e36-a060-defc579952b5 | Clause:
The Company shall indemnify and hold Executive harmless for all acts and omissions occurring during his employment with the Company or service as a member of the Board to the maximum extent permitted under the Company’s charter, by-laws or applicable law, and shall promptly (within 15 business days) advance to ... | Label: Indemnifications |
876fa046-9548-41e8-8794-dc5d2437d044 | Clause:
Bayer shall keep, and shall procure that all Bayer Parties keep, true and accurate records and books of account containing all data necessary for the calculation of the amounts payable by it to Licensor pursuant to this Agreement. Those records and books of account shall be kept for two (2) years following the ... | Label: Records |
9deaf26c-9317-48d2-9882-39f04e826897 | Clause:
This Agreement may be executed in any number of counterparts, and with respect to any Purchaser, by execution of an Omnibus Signature Page to this Agreement and the Subscription Agreement, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shal... | Label: Counterparts |
9e8c6093-4c9e-4186-bdcb-fab89fadaff1 | Clause:
Section 3.2-1 of the Company Disclosure Letter sets forth the authorized capital stock, limited liability company interests, membership interests or other equity interests of each of the Company Subsidiaries, and the outstanding capital stock, limited liability company interests, membership interests or other e... | Label: Subsidiaries |
0da4ce72-c35b-4fd0-a015-c6d9f9bc51f7 | Clause:
This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without regard to the conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
badb5fdf-2c6c-402f-bb3f-521fc949b17a | Clause:
The Borrower will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, l... | Label: Existence |
61247d2e-5638-4b7c-af3b-0c87b8bde2ad | Clause:
All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
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: Defined Terms |
3e0347ed-a019-4898-bd50-f8cc05e18999 | Clause:
In addition to amounts payable as provided in subsection 3.6, the Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements... | Label: Indemnifications |
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