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100 values
d9024757-fc6a-4c82-8de5-6df0e8960241
Clause: The execution and delivery of this Agreement by the Shareholder will not conflict with or result in any violation of or default by the Shareholder (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a ma...
Label: No Conflicts
465660c9-a984-4234-bf41-fd486db4b967
Clause: The captions used in the Notice and this Award Agreement are inserted for convenience and shall not be deemed a part of the Award for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “...
Label: Construction
51df2375-2471-4212-98af-a442728ee9b4
Clause: The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes or in connection with potential future acquisitions and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary c...
Label: Use Of Proceeds
39284c70-598e-4f2b-9544-777582a6b8e1
Clause: Borrower and EPL, for itself and on behalf of its Subsidiaries and Affiliates and its and their predecessors, successors and assigns, each do hereby forever release, discharge and acquit the Administrative Agent, each Issuer, each Lender and each other Secured Party and each of their successors, assignees, part...
Label: Releases
7b472f61-ddef-4d8c-bccb-ddaaa4e5db16
Clause: Manager shall cooperate with the new operator of the Hotel to effect a smooth transition and shall peacefully vacate and surrender the Hotel to Owner or its designee. Owner shall use its best efforts to cause such new operator to cooperate with Manager in effecting a smooth transition with as little hindrance t...
Label: Cooperation
fa6bd8e6-9dbf-42b8-9d5d-4a9b251fd798
Clause: Buyer hereby waives compliance by Seller under the Bulk Sales Act (Ontario) in connection with the sale by Seller to Buyer of the Purchased Assets, and Seller hereby covenants and agrees to indemnify and save harmless Buyer from and against any and all Losses suffered or incurred by Buyer as a result of or aris...
Label: Indemnity
27810b23-b7e5-4a4c-9f50-8a4cd8427063
Clause: The Company owns, possesses, licenses or has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual ...
Label: Intellectual Property
fb198eb0-abb9-40a9-9a43-f3c19de51417
Clause: THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN EITHER NEW YORK, NEW YORK OR COLUMBUS, OHIO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RES...
Label: Consent To Jurisdiction
3be483d0-d5e0-40cc-9f2b-18417f2e877f
Clause: An FHA fully-insured Mortgage Loan for the construction or substantial rehabilitation of a Multi-Family Property.  No Warehousing Advance will be made against an FHA Construction Mortgage Loan unless (i) the Administrative Agent has or at one time had or will obtain (as provided in Exhibit B-2 — FHA/GNMA) posse...
Label: Definitions
a6f69ab1-f49a-4cac-9424-d77b1fd05ecb
Clause: The closing of the sale and purchase of the Sorrento Shares and the NantKwest Shares (the “ Closing ”) shall occur on or before July 8, 2016 (such date to be mutually agreed between the parties).  At the Closing: (a)  CSSFF will convey, assign and transfer to Sorrento the Sorrento Shares ; (b)  Sorrento will co...
Label: Closings
013f9bf8-605c-4158-b542-0dd754eded46
Clause: As consideration for our commitments hereunder and our undertakings to arrange, manage, structure and syndicate the Facilities and arrange the Existing Credit Facility Amendment, you agree to pay to us the fees and fulfill the other obligations set forth in the Term Sheets and in the arranger fee letter among u...
Label: Fees
8129d664-27d0-4423-9cb3-3974ab46bd0c
Clause: As used in this Agreement, capitalized terms shall have the respective meanings set forth on Exhibit A . Any term used in the Code and not defined herein shall have the meaning given to such term in the Code. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amend...
Label: Definitions
aad4dfd3-145f-4d6a-96aa-25d543486360
Clause: This Program shall be effective upon the effectiveness of the registration statement on Form S-1 to be filed with the Securities and Exchange Commission under the Securit ies Act of 1933, as amended, in connection with the initial public offering of the ordinary shares of the Company. Task: Classify this claus...
Label: Effective Dates
b3c80c49-a745-41d1-a877-c4376176d609
Clause: The proceeds of the Initial Term A Loans will be used to finance the Intercompany Transfers. The proceeds of the Delayed Draw Term A Loans and Term B Loans, together with the proceeds of the Senior Notes, will be used to finance the remaining Transactions, to pay related fees, costs and expenses and for working...
Label: Use Of Proceeds
f13c66be-b095-463f-8707-343a2f62d6ed
Clause: Each Lender may sell participations to one or more participants (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents; provided that (a) no participant shall be a natural Person or the Borrower or any of the Borrower’s Affiliates, (...
Label: Participations
2e1bcbf9-81ec-46a5-91f7-ea99334f675c
Clause: The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of any controversy under this Section 24, the referral of any such controversy to arbitration or the status or resolution thereof.  In addition, the confidentiality restrictions set forth in ...
Label: Confidentiality
9a00c4f9-3a64-46f3-b443-9a29ce1ed57c
Clause: This Line of Credit shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects, including, but not limited to, the legality of the interest charged hereunder, by the statues, laws and decisions of the State of New York.  The exclusive venue and/o...
Label: Jurisdictions
ed72f3de-bfbc-4364-a018-f982e79a409f
Clause: Subject to the terms and conditions set forth herein, the Company shall engage the Executive to act for the Company during the Engagement Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such engagement. The duties and responsibilities of the Executive shall include such d...
Label: General
2c020518-4504-4c27-8637-aabdba532325
Clause: To the Knowledge of the Stockholder all factual information (taken as a whole) heretofore or contemporaneously requested by Parent or Buyer (or their financial advisor) and furnished to Parent or Buyer by or on behalf of Stockholder and the Company or their representatives for purposes of or in connection with ...
Label: Disclosures
161b896a-5d5f-4098-a8a9-bab0da501677
Clause: Each Company Unitholder, severally and not jointly, represents and warrants that (i) if it is not a natural person, that it is duly incorporated or formed and, to the extent such concept exists in its jurisdiction of organization, is existing and in good standing under the laws of such jurisdiction, (ii) it has...
Label: Representations
9c98d13f-1dda-45fe-8f6a-2713aa159105
Clause: THE GUARANTOR AND THE LICENSEE, AND EACH OF THEM, HEREBY RELEASE ALL CLAIMS AND CAUSES OF ACTION WHICH THE GUARANTOR OR THE LICENSEE, OR BOTH OF THEM, MAY HAVE AGAINST SONIC, SONIC CORP., AND THEIR SUBSIDIARIES AND AFFILIATES, AND THE STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS OF SONIC, SONIC CORP...
Label: Releases
86a4764d-6c81-4017-8992-1c5631eba53f
Clause: Any payments under this Section 6 shall be subject to such deductions as may be required by law. In addition, in the event Winnick violates any of the terms of Section 7 or 9-11 of this Agreement, as determined in good faith by Employer, any payments and benefits otherwise due under this Section 6 shall immedia...
Label: Miscellaneous
2ea4e493-70c3-47cc-aba7-2dd8166d7096
Clause: Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title and interest in the Property upon the terms and conditions set forth in this Agreement. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corrup...
Label: Sales
24c27bec-abc8-4a83-966f-e96babbc0bb6
Clause: There is no Action pending or, to Buyer’s Knowledge, threatened against, Buyer has not received written notice of any pending Investigation against, and, to Buyer’s Knowledge, there is no Investigation pending against, Buyer, and Buyer is not a party to, or subject to or bound by, any Order which, in each case,...
Label: Litigations
2cb8b9df-12b6-41a4-87f6-57b79125d3f4
Clause: The Effective Date of this Agreement shall be the last date that either party to this Agreement executes the party’s signature to this Agreement. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr...
Label: Effective Dates
c7c84a12-6cbe-4e70-b242-10e16bd463f6
Clause: The representations and warranties contained herein will survive the Closing and the delivery of the Note until the entirety of the Note issued to Subscriber or any Affiliate has been converted or repaid. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendment...
Label: Survival
8047553c-6302-45d8-811f-9037e885a738
Clause: Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any member of the Noteholder Group, or any Obligor, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to ...
Label: Interpretations
4597665d-6d5e-45ba-8c08-97e313168487
Clause: Consultant shall be reimbursed all pre-approved, reasonable expenses incurred by Consultant in the performance of the Services, in accordance with the Company’s business expense policies and guidelines. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments,...
Label: Expenses
ed06afd7-d296-40d2-8174-e03305365678
Clause: Employee agrees that if any part of Employee’s foregoing covenants or the duration thereof i S deemed too restrictive by a court of competent jurisdiction, the court may alter the covenants and/or duration to make the same reasonable under the circumstances, and Employee acknowledges that Employee shall be boun...
Label: Severability
b071ba67-9b4f-488d-b620-ae1321d3fc14
Clause: This agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties hereto (including any successor agent pursuant to Section 10.9 of the Credit Agreement); provided , that Borrowers may not assign this agreement or any rights or duties hereunder without the other ...
Label: Miscellaneous
82b0dfb5-0660-4e0f-94ea-616a6e8229ff
Clause: Each party hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District, and any appellate court from any thereof, in any a...
Label: Submission To Jurisdiction
92f451b4-0246-40c0-a11b-d3fa8d2949b7
Clause: If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void, illegal or unenforceable had not been contained herein. Task...
Label: Severability
2b40cfae-83b4-4d67-86c0-7b2895a92cb3
Clause: The Administrative Agent shall have received a certificate of the chief financial officer of the Parent Borrower certifying the solvency, after giving effect to the Transactions, of the Parent Borrower and its Restricted Subsidiaries on a consolidated basis in substantially the form of Exhibit I hereto. Task: ...
Label: Solvency
74a0fa61-1780-41e1-af0e-31d33871cbca
Clause: We are required by law to confirm your eligibility for employment in the United States. Thus, you will be required to provide proof of your eligibility to work in the U.S. on your start date. The invalidity or unenforceability of any provision of this offer shall not affect the validity or enforceability of any...
Label: Miscellaneous
c8aa3d80-a1db-4b41-9c8e-2bb9fae680b3
Clause: This Amendment may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be deemed to be an original. ...
Label: Counterparts
d317b86b-1f66-4dbe-8ca7-c87cf966b6e0
Clause: As of the Effective Date, this Agreement constitutes the final, complete and exclusive agreement between Mr. Schultz and the Bank with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to Mr. Schultz by the Bank. Nobo...
Label: Entire Agreements
16de4649-830e-4ac1-bf3e-9c1028e22c69
Clause: This Lease shall have a term (the “ Term ”) commencing on the Commencement Date and expiring on the Expiration 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, ...
Label: Terms
a9765689-a0ef-4403-b2ca-cdaa8e9aa702
Clause: The interpretation, construction, performance and enforcement of this Award Certificate and of the Plan shall lie within the sole discretion of the Plan Administrator, and the Plan Administrator’s determinations shall be conclusive and binding on all interested persons. Task: Classify this clause into ONE of t...
Label: Interpretations
1517f5c0-0ae9-42c0-8c5a-04f2f2a9ac3f
Clause: This Plan will be governed by the internal laws of the State of Nevada without regard to rules regarding conflicts of laws.  Each Recipient consents to the personal jurisdiction of the state and federal courts located in Colorado for any lawsuit filed there against the Recipient by the Company arising from or r...
Label: Governing Laws
9aeacbc8-74d3-4743-a28e-5795c87afd84
Clause: The transaction contemplated by this Agreement, including the Redemption, shall occur at 5:00 p.m. (Pacific) on August 31, 2016 (the “Closing”) at the offices of the Company, One S.W. Columbia, Suite 1700, Portland, OR 97258, or at such other place as the TCG Member and the PC Member may mutually agree upon. T...
Label: Closings
36a47fd4-80f9-46f0-a24c-d0263302b264
Clause: The Seller agrees to indemnify the Buyer and to hold the Buyer harmless from any loss or expense that the Buyer may sustain or incur as a consequence of (i) a default by the Seller in payment when due of the Repurchase Price, Required Payment, Margin Deficit or Price Differential or (ii) a default by the Seller...
Label: Indemnity
c257aa72-e559-4860-a41c-a697f8327d8a
Clause: When used in this Agreement, the following terms shall have the respective meanings ascribed thereto in this Section 1.1 . 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: Definitions
51923c1f-a749-4292-98fb-8d84a0befcb9
Clause: Your employment may be terminated by you or the Company at any time and for any or no reason, subject to the following terms. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ...
Label: Terminations
0731b838-7af5-4058-83e3-06873a2b5c9e
Clause: This Fourth Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF or other electronic means shall have the same force a...
Label: Counterparts
a4372872-0957-49f6-ad70-73ca5bd7aa1f
Clause: Tenant shall at all times keep and maintain full and correct records and books of account of the operations of the Property in accordance with generally accepted accounting principles consistently applied and shall accurately record and preserve the records of such operations. Upon an Event of Default, Tenant s...
Label: Records
b19fdc75-cfa4-492c-94e3-b768edc22e86
Clause: The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement . Task: Classify this clause into ONE of these types (exactly one label): Ad...
Label: Defined Terms
a4363166-c7cf-4704-adae-81492e61eeb3
Clause: This Fourth Amendment shall be deemed to be a contract under the laws of the State of Ohio, U.S.A. and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the State of Ohio, U.S.A. without regard to its conflict of laws principles. Task: Classify this clause...
Label: Governing Laws
06614d90-c970-42fa-8da0-56dd8e33d8dc
Clause: An Employee's employment with the Company or an Affiliate or, to the extent determined by the Administrator, any predecessor of any of them. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration...
Label: Employment
10cda583-d7e7-446e-970d-c3e66a9d7ab3
Clause: Immediately prior to giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company consists of (i) 350,000,000 shares of Common Stock, of which 141,616,264 shares are issued and outstanding, and (ii) 25,000,000 shares of preferred stock, par value $.001 per share,...
Label: Capitalization
775d7742-35bd-47ed-aa2a-28a958ab5d41
Clause: The Borrower and/or its Subsidiaries have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower and any Subsidiary thereof are subject, and all other matters known to them, that, individually or in the aggregate, could reasona...
Label: Disclosures
6b96efc8-90e9-4e3c-acf6-a5d7fd567ad1
Clause: If any provision of the Agreement is rendered or declared illegal or unenforceable by reason of any existing or subsequently enacted legislation or by decree of a court of last resort, the Parties (or to the extent applicable to Section 5.5 , the Parties, CNX, NBL, DevCo I LP, DevCo II LP and DevCo III LP) shal...
Label: Severability
a50b7dd0-0158-4317-a36a-742305816caa
Clause: The consummation of the transactions contemplated hereby (“ Closing ”) shall occur on the Closing Date in escrow through Title Company. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass...
Label: Closings
c935c7b2-517c-44ab-81b0-b78a47b40892
Clause: Unless otherwise provided herein, all payments hereunder shall be subject to any required withholding of Federal, state, local, and employment taxes pursuant to any applicable law or regulation. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Co...
Label: Withholdings
0a7a75ee-6c34-4494-bec5-8e05d9a4e523
Clause: This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or email of an executed signature page of this Amendment shall be effective as delivery of an executed counte...
Label: Counterparts
b928ed8d-f16b-4348-8d80-ded74601484f
Clause: Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Guaranty must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is...
Label: Notices
f1e0ffbc-ce79-4753-9e75-ae95e09a08e7
Clause: This Agreement shall become effective according to its terms immediately upon the Resignation Date, except that Executive shall have seven (7) days following execution of the General Release required by Section 4 herein and attached hereto as Appendix A to revoke his consent thereto.  If Executive does not exec...
Label: Effective Dates
b23bf706-3957-4c6c-93ff-effee6edb555
Clause: The Company will, and will cause each of its Subsidiaries to, (i) comply in all material respects with all laws, rules, regulations, orders, permits, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, Anti-Corruption Laws and applic...
Label: Compliance With Laws
66859518-2b36-4024-89bf-2e79e1dacabb
Clause: The execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party and by which it may be bound. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, A...
Label: No Conflicts
8569707c-15ef-44cd-bffe-41cda1746ca2
Clause: Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or begi...
Label: Remedies
8fc1bb81-eaa8-44b5-b3e8-e6c5b0e1a2ee
Clause: If an Optional Default occurs and for so long as such Optional Default is continuing, Lender may declare this Note to be immediately due and payable and Lender may pursue its remedies against Borrower and the personal and real property of Borrower that secure Borrower’s Secured Obligations. If an Automatic Defa...
Label: Expenses
bbf30c81-fad4-4b2e-97fa-b50eb5238f78
Clause: This Agreement constitutes the entire agreement between you and the Company. This Agreement supersedes any previous agreements or understandings between you and the Company, except the Continuing Obligations, the Company’s applicable stock option plan and your stock option agreements (as such documents may be a...
Label: Entire Agreements
db52cadf-69e2-4a54-bfdd-2c71745c74cf
Clause: Prior to the Closing, the Company shall notify Purchaser, and Purchaser shall notify the Representative, promptly in writing if to the Knowledge of the Company or to the knowledge of Purchaser there occurs any event, transaction or circumstance that causes any material covenant or agreement of the Company (in t...
Label: Notices
a532b849-2ea5-40b2-a945-452567726c02
Clause: This Release shall be governed by and construed in accordance with Federal law and the laws of the State of New York, applicable to releases made and to be performed in that State. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws,...
Label: Governing Laws
86a046c2-190e-407e-a465-003e9b670124
Clause: This Second Amendment may be executed by the parties hereto on any number of separate counterparts 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): Adjustments, Agreements, Amendments, ...
Label: Counterparts
d2a0cc3b-7cfe-4587-8adb-e88c51a38544
Clause: Seller shall comply with the provisions of Section 5.1 (Insurance) of the Loan Agreement applicable to the Property. 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: Insurances
8d017f38-0a3e-4699-910c-26a2e6a946d8
Clause: Assignor and Assignee each represents to Landlord as follows: (i) Assignor and Assignee are each duly formed and validly existing under the laws of the State of Delaware, (ii) Assignee is qualified to do business in Texas, (iii) Assignor and Assignee each has the full right and authority to enter into this Amen...
Label: Authority
0d13ef53-cf9a-4178-9ea5-303269d8961c
Clause: This Guaranty may not be waived, altered, modified or amended as to any of its terms or provisions except in writing duly signed by the Partnership and Guarantor. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ...
Label: Amendments
2a55224f-e3f5-402b-aac8-c30ed8492624
Clause: This Agreement shall be governed by and construed in accordance with the internal laws (other than the conflicts of law provisions) of the State of Wisconsin. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr...
Label: Governing Laws
e12a37ce-2244-4149-aef1-5a24d194dea7
Clause: The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in Section 3.1 hereof, each in form and substance reasonably satisfactory to them. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corrup...
Label: Financial Statements
179a71d2-f293-4944-a20b-68910f87419e
Clause: Each Borrower, severally and not jointly with the other Borrower, hereby unconditionally promises to pay to the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made by such Lender to such Borrower, (i) in the case of the Company, on the Availability Termination Date ...
Label: Terminations
e85eb0aa-10b0-42cb-905d-c1aef294e829
Clause: This Agreement may be executed in Two (2) or more counterparts, any of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap...
Label: Counterparts
19c1ac98-6d57-49c3-8a37-ed67a4e05f3d
Clause: None of the Targa Entities is in breach, default (or an event that, with notice or lapse of time or both, would constitute such an event) or violation in the performance of any obligation, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, ind...
Label: No Defaults
dc30d3db-5051-41c0-a57e-e61cd09e6847
Clause: Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule, the validity, legality and enforceability of any o...
Label: Severability
1ccb805d-05e8-4047-9f70-46c355e8a1f1
Clause: Mr. Corrato agrees and covenants that he shall in good faith and to the best of his ability, to the extent reasonably requested, cooperate with and serve in any capacity requested by the Company or the Bank in any employment or business dispute, investigation, proceeding or pending or threatened litigation, inc...
Label: Cooperation
ed845070-850b-422f-a229-66d5a4a40b72
Clause: Except as set forth in the SEC Documents, to the Company’s knowledge there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Company’s knowledge, threatened against or affecting the Com...
Label: Litigations
97f1c1e6-6c49-4b80-9cbe-65f5a7dada81
Clause: Effective as of the date hereof, subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions of effectiveness specified in Section 3 hereof, the Lender waives the Borrowers’ failure to comply with the Specified EBITDA Requirement for, and only for, the consecuti...
Label: Waivers
87e3acc9-1e0d-417b-a9c4-a0be121af5d9
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 effecti...
Label: Counterparts
8aa110d4-154b-4ab1-af9e-e021bc90e5fa
Clause: The Employment Period and the Employee’s employment shall terminate upon his death. 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 S...
Label: Death
b7f0cad2-8a79-458c-a46c-4c5a95d21783
Clause: Unless the context otherwise requires, the terms defined in this Section 10 shall have the meanings specified for all purposes of this Agreement; provided , however , that capitalized terms that are not otherwise defined herein shall have the meanings given to such terms in the Certificate of Designation. All a...
Label: Definitions
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Clause: The Committee may amend, terminate or revoke this Agreement in any respect to the extent determined necessary or desirable by the Committee in its discretion to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. Employee expressly understands and agrees that no additi...
Label: Amendments
8abc63a6-700e-4189-8478-79655ba09af2
Clause: The term of the Loan shall be for a period of two years from the Effective Date, unless renewed or extended by the Parties by mutual agreement in writing. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval...
Label: Terms
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Clause: Each Guarantor, jointly with the other Guarantors and severally, agrees to indemnify and hold harmless the Indemnitees to the same extent that the Borrower is required to do so pursuant to Section 10.05 of the Credit Agreement and shall be bound by the terms and conditions of Section 10.05 of the Credit Agreeme...
Label: Indemnifications
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Clause: Each of the Lenders hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the ter...
Label: Authority
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Clause: This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof.  The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.  Terms used in this Warr...
Label: Headings
27e228d3-ea65-42da-8ce4-47db1a5d9018
Clause: No waiver by either party of any default of any other party or of any event, circumstance or condition permitting a party to terminate this Agreement shall constitute a waiver of any other default of the other party or of any other event, circumstance or condition, permitting such termination, whether of the sa...
Label: No Waivers
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Clause: The Parties have had the opportunity to revise, comment upon and redraft this Agreement. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Agreement shall be construed as if the Parties jointly prepared this Agreement and any uncertainty or ambig...
Label: Interpretations
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Clause: This Agreement, for all purposes, shall be construed in accordance with the laws of Missouri without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a federal court of the Western District of Missouri or a court of the S...
Label: Venues
e2f71902-7b06-4354-8f52-156c53951c69
Clause: All prepayments under this Section 2.03 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section ...
Label: Interests
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Clause: No Specified Loan Party will, or will permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or oth...
Label: Sales
b922094d-98a9-48be-80d2-3c4a28461e53
Clause: The entire cost of performing the Work (including design of the Work and preparation of the Working Drawings, costs of construction labor and materials, additional janitorial services, general tenant signage, related taxes and insurance costs, all of which costs are herein collectively called the “ Total Constr...
Label: Costs
9f50e6ec-751d-4e5c-995e-2822adb2828e
Clause: Will be permitted, and its Subsidiaries will be permitted to create, incur or permit to exist any Lien, provided, however, that at the time of the creation of each Lien (including each Lien granted in connection with a Permitted Securitization Transaction) and immediately after giving effect thereto and to the ...
Label: Liens
3f9f54f3-831a-4d3e-b1ef-cb7077099960
Clause: Whenever from the context it appears appropriate, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of words “include” or “including” in this Agreement shall ...
Label: Interpretations
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Clause: The Company acknowledges the right of set off granted pursuant to Section 10.08 of the Credit Agreement and waives any right to assert against any Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other cla...
Label: Waivers
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Clause: The Borrower will, and will cause each of its Restrict- ed Subsidiaries to, 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 except in each cas...
Label: Existence
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Clause: Sublandlord hereby represents and warrants that Sublandlord (i) has full power and authority to sublease the Sublet Premises to Subtenant, (ii) has not transferred or conveyed its interest in the Lease to any person or entity collaterally or otherwise, and (iii) has full power and authority to enter into the Su...
Label: Representations
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Clause: No Default or Event of Default has occurred and is continuing.  To the Knowledge of Borrower, Borrower is not in breach or default under or with respect to any contract, agreement, lease or other instrument to which it is a party or by which its property is bound or affected, which breach or default could reaso...
Label: No Defaults
3f7140e8-8566-4a2c-82bb-0197eccf3ce5
Clause: On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $6,000,000 of Shares and Warrants. Notwithstanding anything herein to the contrary, in the event that a Purchaser’s Su...
Label: Closings
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Clause: The term of this Agreement (the “ Term ”) shall commence upon the date of this Agreement and shall remain in effect in perpetuity, other than those provisions herein that are contemplated to extend for a specific period, which shall terminate upon the expiration of such period. Task: Classify this clause into ...
Label: Terms
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Clause: By executing this Agreement, each Member expressly agrees, at all times during the term of the Company and thereafter and whether or not at the time a Member of the Company, to maintain the confidentiality of, and not to disclose to any person other than the Company, another Member or a person designated by the...
Label: Confidentiality
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Clause: The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois, without giving effect to the conflict of law principles of such State. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments...
Label: Governing Laws