id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
74505d65-91f0-48c2-861e-b78c11ac5be3 | 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, an aggregate of $5,889,900 of Shares... | Label: Closings |
1b67abda-cc7f-4a4e-821a-bed4eb10eea0 | Clause:
The implementation and interpretation of this Agreement shall be governed by and enforced in accordance with the laws of the State of Delaware without giving effect to the conflicts of law provisions thereof. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, the... | Label: Governing Laws |
f31695a5-9751-4904-91ff-a96c42bfcd81 | Clause:
The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Loans and the preparation, execution and delivery, administration, amendment, m... | Label: Expenses |
de5190cc-f2d9-465a-90c3-8b9d874ca1fe | Clause:
Any Beneficiary designation may be changed by a Participant by the written filing of such change on a form prescribed by the Company. The new Beneficiary designation form shall cancel all Beneficiary designations previously filed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Amendments |
b5893b33-1def-4ad8-b5e7-7db18bfef758 | Clause:
Employer (as defined below) hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Employment |
b189dcb6-232e-4eb0-84c3-5bc879fb1cba | Clause:
This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties or... | Label: Entire Agreements |
627b3856-f88c-41a2-9b5c-da8a4fa20b2e | Clause:
It is the intention of the Borrower and Holder that the Holder shall generate net proceeds from the sale of the Conversion Shares equal to the Share Value, where “Share Value” means the portion of the Debenture being converted divided by the Variable Conversion Price. The Holder shall have the right to sell the... | Label: Adjustments |
a03f05f4-9aed-4c31-b1e9-5524882347ae | Clause:
Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars, or in the applicable Foreign Currency in the case of Multicurrency Loans, at the Funding Office.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Payments |
7c87e0cf-cb47-49b1-b6f7-fc434bdb6529 | Clause:
This Agreement shall become effective when it shall have been executed by each Loan Party, each Agent and each Lender and when the conditions precedent set forth in Section 5.01 hereof have been satisfied or waived in writing by the Agents, and thereafter shall be binding upon and inure to the benefit of each L... | Label: Binding Effects |
38e5721a-ea47-4dc1-97c8-f36723b878a8 | Clause:
Each Party has seven (7) days after that Party signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the “Effective Date”).
Tas... | Label: Effective Dates |
76c2c768-0118-4943-8876-f62614f30294 | Clause:
If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive or the Executive’s legal representatives under this Agreement and any Accrued Obligations.
Task: Classify this clause into ONE... | Label: Death |
b9ab13d3-f8a1-4c92-8527-72789dc14c08 | Clause:
Section 4.8 of the DSKX Disclosure Schedule correctly lists each Permit that is material to the operation of the DSKX Group as conducted immediately prior to the Closing, together with the name of the Governmental Entity issuing such Permit. Each such Permit is valid and in full force and effect, no DSKX Group... | Label: Compliance With Laws |
52eedfcd-134e-4f7d-acb6-49a35f75b63c | Clause:
During the Term of Employment, the Executive shall be entitled to twenty-five vacation days in each calendar year, subject to a maximum total accrual of 820.035 hours of vacation. The Executive shall also be entitled to all paid holidays given by the Company to its senior executives. An amount equal to the valu... | Label: Vacations |
715eefec-d06e-4ce5-b8b3-c311149245c8 | Clause:
Upon the expiration of the Standstill Period in accordance with Section 2(a), this Agreement will immediately and automatically terminate and no Party shall have any further right or obligation under this Agreement; provided that Sections 3 and 9 through 14 shall survive any termination of this Agreement.
Task... | Label: Terminations |
7bf2b7f1-d7c1-4d30-aca3-5f17fdf49b2e | Clause:
The provisions of this Section 2 will survive any expiration, suspension or termination, for any reason, of this Agreement, and the existence of any claim or cause of action by Employee against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by th... | Label: Survival |
6cf0151d-b597-43c6-a678-ee6d72f059dc | Clause:
Except as set forth on Section 4.2 of the EnTrust Disclosure Schedule, the execution, delivery and performance by any EnTrust Group Member of any Transaction Document to which it is a party, and the consummation of the Transactions, do not and will not (with or without the passage of time or the giving of notic... | Label: No Conflicts |
ef6bdae0-4b11-4d42-b2f7-a5ff2e6ee4c0 | Clause:
The term of this Agreement (the “Term”) shall commence as of the date hereof and unless earlier terminated in accordance with the provisions of this Agreement, shall continue for the period of ten (10) years following the date of performance of the first billed Gamma Knife procedure at the Site (the “First Proc... | Label: Terms |
997730b3-174b-4f76-8db4-81f1f80cc053 | Clause:
The Plan Sponsor reserves the right to amend this Plan at any time to comply with Code Section §409A, Treasury Regulations §1.409A and other Applicable Guidance or for any other purpose, provided that such amendment will not cause the Plan to violate the provisions of Code Section 409A. Except as this Plan and ... | Label: Amendments |
a1f51d45-4a00-4eeb-b698-2178a610d39a | Clause:
Employee agrees to serve in the positions referred to in Section 2.2 and to perform diligently and to the best of Employee’s abilities the duties and services appertaining to such positions as determined by the Company from time to time. Employee’s employment shall also be subject to the policies maintained and... | Label: Duties |
d7eabf90-1b48-4f75-a662-a80eea39caa0 | Clause:
An Assignment of Personal Property, Service Contracts, Warranties and Leases (the “ Assignment ”), in the form attached to this Agreement as Exhibit “C” .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Warranties |
91cab0b5-f384-4c52-bb82-8ef58b201d58 | Clause:
The term of this Agreement (the “ Term ”) commences on the Effective Date and shall continue in effect until October 29, 2018, unless sooner terminated in accordance with the provisions of Section 8.2. Notwithstanding the foregoing, Company shall have the option to extend the Term for two (2) additional one (1)... | Label: Terms |
dcdc25b6-6afd-4042-85c7-33ab93c10537 | Clause:
Within twenty (20) days following the end of each month during the Term, MPLS will submit to HSM for payment a written invoice for the amounts due under this Agreement for such month. The invoice will set forth the Fees, in the aggregate and itemized, based on the descriptions set forth on Exhibit B . Each invo... | Label: Payments |
525ff85f-36ea-40b9-b7d6-97731f1611e5 | Clause:
Subject to Section 8.1(c), at any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered purs... | Label: Waivers |
b9e24eed-f774-427b-b2fd-e474ff0adf69 | Clause:
This Agreement shall be construed in accordance with and governed by the laws of the State of Arizona, without regard to the choice of law rules of the State of Arizona.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Governing Laws |
9a46199b-dcf7-4cb4-9b50-6d883aed2e9d | Clause:
The net proceeds received in connection with the Agreemnts shall be used by the Company for general corporate purposes. A portion of the net proceeds of the Offering may be used to redeem the preferred stock issued to the United States Department of Treasury in connection with the Company’s participation in the... | Label: Use Of Proceeds |
41f3683e-356d-4a46-acc5-92c43e13e03c | Clause:
EACH OF THE BORROWER AND THE BANK IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Waiver Of Jury Trials |
4fbfb691-822c-4cef-8351-8513fe4714ee | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the exe... | Label: Confidentiality |
85374b6d-119a-4bb9-82f4-f703af6436e4 | Clause:
Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party or its successors or assigns shall be brought and determined in federal court sitting in the Uni... | Label: Consent To Jurisdiction |
ba3601fe-d16d-4733-9022-18bb2b0f6a4f | Clause:
The language of this Agreement shall be construed as a whole, according to its fair meaning and not strictly for or against either Party, regardless of which Party drafted the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Construction |
f6896cfc-d38d-4f5f-8221-3dc63c30e7f0 | Clause:
The Executive acknowledges that, in connection with his employment by the Company, the Executive will have access to trade secrets of the Company and its affiliated companies and other information and materials which the Company desires to keep confidential, including customer lists, supplier lists, financial s... | Label: Confidentiality |
07d5e1ae-5333-4f15-a55b-75d99e0c1a08 | Clause:
Each of Holdings, the Company and each Borrower will, and will cause each Restricted Subsidiary to, maintain, with insurance companies that Holdings, the Company and each Borrower believe (in the good faith judgment of the management of Holdings, the Company and such Borrower) are financially sound and responsi... | Label: Insurances |
17c8178c-94b4-43f0-a1c2-6f79bf73200c | Clause:
Notwithstanding any other provision in the Plan, effective as of the “Closing Date” (as such term is defined in the Blue Falcon Purchase Agreement), the “Business Employees” and the “Leave Employees” (as each such term is defined in the Blue Falcon Purchase Agreement) shall be 100% vested in their Accounts unde... | Label: Vesting |
974c60fe-d3ab-4102-9145-639a05664806 | Clause:
Search . The results of a Code or other lien search showing all financing statements and other documents or instruments on file against Debtor in such locations as Lender may reasonably request, dated no more than TEN (10) days prior to the Effective Date.
Task: Classify this clause into ONE of these types (ex... | Label: Liens |
2cf92662-65b1-462b-b7ee-9fb84175d812 | Clause:
Subject to Section 2.5, the Committee shall establish the effect of a termination of employment or service on the rights and benefits under each Award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of Award. Unless otherwise provided in the Award... | Label: General |
6d79050e-73fc-4854-a9f0-c356ccc43e93 | Clause:
The capitalization of the Company as of June 24, 2016 is as described in Schedule 3.3 attached hereto. The Company has not issued any capital stock since such date. No person or entity has any right of first refusal, preemptive right, right or participation, or any similar right to participate in the transact... | Label: Capitalization |
23c97432-c564-45e3-8592-3975b5e6f368 | Clause:
Lender may at any time upon written notice to Borrowers sell to one or more Persons participating interests in its Loans, Revolving Loan Commitment or other interests hereunder (any such Person, a “ Participant ”). In the event of a sale by Lender of a participating interest to a Participant, (a) Lender’s obli... | Label: Participations |
68880263-6e05-4c25-b1b5-2c427e05a615 | Clause:
After the completion of the post-Closing adjustments under this Section 2.3 : (a) if either party receives revenues that belong to the other party under this Agreement, the party receiving the revenues agrees to promptly remit those revenues to the other party; and (b) if either party pays expenses that are the... | Label: Expenses |
c62c71e5-e4c2-4444-9dfc-a0d71aa77e83 | Clause:
EACH CREDIT PARTY AND EACH MEMBER OF THE LENDER GROUP TO THE EXTENT PERMITTED BY APPLICABLE LAW WAIVES, AND OTHERWISE AGREES NOT TO REQUEST, A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION, PROCEEDING OR COUNTERCLAIM OF ANY TYPE IN WHICH ANY CREDIT PARTY, ANY MEMBER OF THE LENDER GROUP OR ANY OF THEIR RESPECTIVE... | Label: Waiver Of Jury Trials |
db0443cd-8d59-4f62-a684-82b3f26a63d8 | Clause:
This Agreement contains the entire agreement between the Company and the Executive and supersedes any and all previous agreements, written or oral, between the parties relating to these subject matters. In the event of a conflict between the terms and conditions of this Agreement and the terms of the Restricted... | Label: Entire Agreements |
495d4a16-b48b-4453-8496-0e5ad0c47d30 | Clause:
No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Agent pursuant to this Security Agreement or as are permitted by the Credit Agreement. No Person other than the Agent has C... | Label: Titles |
381f0f3b-0986-4b62-8a76-3debb08b2e6f | Clause:
The Partnership will pay all reasonable Registration Expenses, as determined in good faith, in connection with a shelf Registration, a Piggyback Registration or an Underwritten Offering, whether or not any sale is made pursuant to such shelf Registration, Piggyback Registration or Underwritten Offering. Each Se... | Label: Expenses |
fdec3598-01a1-481b-a2f7-07a689eb80e9 | Clause:
No representation or warranty of 8687544 in this Agreement or in the Collateral Documents and no statement in any certificate furnished or to be furnished by 8687544 pursuant to this Agreement contained, contains or will contain on the date such agreement or certificate was or is delivered, or on the Closing Da... | Label: Disclosures |
d845a7ed-6fdc-4028-a7b1-8b58f34f336f | Clause:
Subject to Section 16.5 of the Plan, if a Change in Control occurs, all restrictions on the shares of Stock subject to the Option shall lapse and the Option shall become fully vested and exercisable immediately before or simultaneously with the closing of the transaction that will result in the Change in Contro... | Label: Change In Control |
97e34602-03ae-43b9-8b10-d9e9effe68c8 | Clause:
From time to time perform any and all acts and execute any and all additional documents as may be reasonably requested by the Bank to give effect to the purposes of this Agreement and any of the other Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Further Assurances |
e986e502-38b5-450a-b707-d620df5708e5 | Clause:
(a). The Borrower agrees to pay to the Administrative Agent for the account of each Lender commitment fees (the “ Commitment Fees ”), which shall accrue at the Applicable Commitment Fee Rate on the daily average amount of each Class of undrawn Commitments of such Lender during the period from and including (i) ... | Label: Fees |
325e4814-dc5f-41ab-9739-9a4d06bb00a3 | Clause:
In return for the Company’s agreement to enter into this Agreement and, provided that he is still employed by the Company at the end of the Transition Period, to employ Employee as Director, Special Projects under the terms of the Employment Agreement (attached hereto as Exhibit “A”) beginning April 1, 2016 (th... | Label: Releases |
1e906796-9539-47cf-b6ed-7fdcae6953df | Clause:
This Agreement may be executed in one or more counterparts by either or all of the parties hereto, each of which counterparts shall be an original and all of which shall constitute a single agreement. Execution of this Agreement by facsimile shall be effective as an original execution thereof.
Task: Classify t... | Label: Counterparts |
e86b8473-02ec-4658-b120-a630ed0c6e77 | Clause:
Neither Party may assign its rights or delegate its obligations under this Agreement, in whole or in part without the prior written consent of the other Party, except that, subject to the other terms of this Agreement, each Party will always have the right, without such consent, (a) [**], (b) [**], and (c) [**]... | Label: Assignments |
302a92e2-2e83-477b-b0b9-4a7a2e0f1f10 | Clause:
To the extent that the Administrative Agent or any Lead Arranger or Co-Agent are not reimbursed and indemnified by the Borrowers, the Lenders will reimburse and indemnify such Agent solely in its capacity as such Agent and not as a Lender for and against any and all liabilities, obligations, losses, damages, pe... | Label: Indemnifications |
eb2d68a5-48b7-4e23-9b95-fe48b7e1f756 | Clause:
The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice , the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee... | Label: Entire Agreements |
08ec5112-6853-4c3d-a445-d5edccbbf375 | Clause:
Each Holder agrees that such Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement, unless such confidential information (a) is know... | Label: Confidentiality |
aa16743b-eb6f-49e4-89df-e426e3bb314e | Clause:
THIS GUARANTEE AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTEE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF... | Label: Governing Laws |
d98ea142-3b06-4338-ba71-1504841d1567 | Clause:
The provisions of this Section 6.1 shall survive the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bindi... | Label: Survival |
8c43e3ac-15ec-4399-8a25-c0fa2179970a | Clause:
This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Colorado (excluding the choice of law principles thereof). The Parties to this Agreement hereby agree to submit to the non-exclusive jurisdiction of the federal and state courts located in the State of Colorado in any... | Label: Jurisdictions |
2b91d090-406e-4a00-8b30-60abb05cb561 | Clause:
The Borrower will not, and will not permit any other Loan Party to, create or acquire any additional Restricted Subsidiary or redesignate an Unrestricted Subsidiary as a Restricted Subsidiary unless such subsidiary is a Wholly-Owned Subsidiary and the Borrower gives written notice to the Administrative Agent of... | Label: Subsidiaries |
7dab8eb0-5d72-4c05-8f17-bde565665fe5 | Clause:
RBT and Employee wish to modify certain of the provisions of the Employment Agreement to provide for an extension of the termination date pursuant to paragraph 3.1.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Amendments |
5242f08e-5449-47d5-83a3-62b96f4d1aa1 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to the choice of law 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 |
3dd1778e-0652-49d5-b6a9-b9edf339ebe1 | Clause:
Notices to be provided under this Agreement shall be delivered in accordance with Section 9.01 of 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, Assigns,... | Label: Notices |
3a5f999a-f4d9-467b-9e58-c91d7e5e1987 | Clause:
The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, ... | Label: Construction |
707670a2-df19-44ef-a132-47649af12b4e | Clause:
Neither the execution and delivery of this Agreement by Stockholder, nor the performance by Stockholder of its obligations hereunder will (i) require any consent, approval, authorization or permit of, registration, declaration or filing (except for such filings as may be required under the federal securities la... | Label: No Conflicts |
d1f6a32b-30e8-4de6-af10-42050b0b612a | Clause:
No provision of this Agreement shall be amended, waived, or modified except by an instrument in writing signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Modifications |
27bf503a-7169-433c-886f-28d43d45b045 | Clause:
Executive’s employment shall be terminated at the earliest to occur of the following: (i) at the end of the Term unless Executive agrees to continue working for the Company on an “at-will” basis (as described above in Section 2), (ii) the date on which the Board delivers written notice that Executive is being t... | Label: Terminations |
1f64a9a7-9481-4ae2-9252-74cc67d31e2a | Clause:
The obligations of the Parties pursuant to Sections 4(h) , 7 , 8 , 14 , 15 , 20 , 21 , 23 , 24 , 25 , and 26 shall survive the expiration and/or termination of this Agreement and/or the termination of Executive’s employment hereunder for the periods expressly designated under such sections or, if no such period... | Label: Survival |
502abc49-d734-4422-a720-9951d7f42716 | Clause:
This Article VIII shall survive Full Payment of the Obligations. Other than Sections 8.01 , 8.04 and 8.07 , this Article VIII does not confer any rights or benefits upon Borrowers or any other person. As between Borrowers and Administrative Agent, any action that Administrative Agent may take under any Loan Doc... | Label: Survival |
5355dbb8-7174-455a-afac-e59aba7388fe | Clause:
This Agreement will be governed by the laws of the State of Colorado as they apply to contracts entered into and wholly to be performed within such state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Governing Laws |
ae5cf6bc-a5b8-4456-ab53-ef9fcf0d1706 | Clause:
Notwithstanding anything contained in this Agreement to the contrary, if the Effective Date has not occurred and the Company does not deliver the Exchanged Notes and Warrant to the Investor in accordance with Section 1 hereof, then, at the election of the Investor delivered in writing to the Company at any time... | Label: Terminations |
a3c039e7-d77e-4715-81b2-47bd952a17b8 | Clause:
When a reference is made in this Agreement to an article, section, exhibit or schedule, such reference shall be to an article or section of, or an exhibit or schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only an... | Label: Interpretations |
34e4e51e-a223-4585-96de-928b6d24ba82 | Clause:
Each of the Company and the Investor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Subscription Agreement in any cour... | Label: Venues |
724363fa-e281-4cb0-81d8-8e77c6125a4d | Clause:
Notwithstanding any other provision of this Section 8.05, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in... | Label: Confidentiality |
9658ff46-3647-4ff0-b278-7b07ea67add5 | Clause:
This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof .
Task: Clas... | Label: Entire Agreements |
5e4d5954-b14e-4deb-ae5d-a5c963e0296b | Clause:
Each Party shall bear all costs of its representatives on the JSC related to their participation on the JSC and attendance at JSC meetings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Expenses |
04afdf1e-f794-4578-b858-b2fdcb0af353 | Clause:
Promptly notify Lender in writing as soon as Borrower has knowledge thereof, and furnish or cause to be furnished to Lender such information regarding the same as Lender may request of (a) the institution or filing of any litigation, action, suit, claim or counterclaim to which Borrower is a party, or (b) any a... | Label: Litigations |
31967564-e5a2-4171-a857-4c868b1c33bd | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
20ba7797-62d3-48b4-b573-102307e6480b | Clause:
As of the Effective Date, Holdings has no Material Subsidiaries other than those listed on Schedule 3.12 hereto. As of the Effective Date, Schedule 3.12 sets forth the jurisdiction of incorporation or organization of each such Material Subsidiary and the percentage of Holdings’ direct or indirect ownership of t... | Label: Subsidiaries |
1617f20c-369a-4fc6-af21-67843531ef86 | Clause:
This Security Agreement may be executed by one or more of the parties to this Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (e.g., a “pdf’ or “tif’ file)), and all of said counterparts taken together shall be deemed to constitute one and the s... | Label: Counterparts |
dab9f64c-70c7-424b-8484-98da0b5543b0 | Clause:
Sellers shall have received any and all approvals, consents, and other authorizations required by the Condominium Documents, the Management Agreements and, if the Head Lease Acceptance Notice has been delivered, the Head Leases, including without limitation (if the Head Lease Acceptance Notice has been delivere... | Label: Approvals |
71629827-2892-4e99-887a-b9dd1cc5d407 | Clause:
This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or pdf or other electronic transmission shall be effective as deli... | Label: Counterparts |
6ac44e86-5290-4ffb-a315-d4024dd8ebe9 | Clause:
This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the entering into by Bank of this Agreement and the execution and delivery to Bank of the Note, and shall continue in full force and effect so long as all or a... | Label: Survival |
7886ec93-0d50-4642-99f5-85a591621680 | Clause:
No Borrower will enter into any transaction with any Affiliate except upon terms no less favorable than the applicable Borrower could obtain in an arm’s-length transaction with a Person which was not an Affiliate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Transactions With Affiliates |
1541b865-eb69-4a3f-8089-8c24e69e2ce3 | Clause:
Borrower Representative shall provide prompt written notice of (i) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges by any Credit Party or any of its Su... | Label: Taxes |
8f0697f8-00b5-42b4-b169-be2ce70ac812 | Clause:
This Guaranty shall be governed by and construed in accordance with the laws of the State of New York, other than its doctrine regarding conflicts of laws. Guarantor irrevocably submits to the personal jurisdiction of any federal or state court sitting in the Commonwealth of Kentucky with respect to any matter ... | Label: Venues |
30456011-7511-437b-be28-bb81d9d8397d | Clause:
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Task: Classify this clause into ONE of these t... | Label: Waiver Of Jury Trials |
bdce5ce8-31b3-43e2-a954-d68b713e572b | Clause:
Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Term Loan Agreement. The rules of construction specified in Section 1.04 of the Term Loan Agreement also apply to this Amendment.
Task: Classify this clause in... | Label: Defined Terms |
1c53e99d-d6e3-4cfc-85e3-969fc07621d8 | Clause:
All expenses and liabilities incurred by the Committee in the administration and interpretation of the Plan or any Award Agreement shall be borne by the Company. The Committee may employ attorneys, consultants, accountants, or other persons in connection with the administration and interpretation of the Plan, a... | Label: Expenses |
30487e86-dd80-4e82-936a-9acb4e28962c | Clause:
No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive ). No waiver by either party of any breach of, or of compliance with, any condit... | Label: Waivers |
89844a84-dc6f-431c-bcec-c0752042869f | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by it 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 attorney... | Label: Expenses |
0d682797-be02-4431-826c-5ba8842c0fef | Clause:
United States Federal income tax returns of the Utility and those of its Subsidiaries that have filed their returns on a consolidated basis with the Utility have been examined and/or closed through the fiscal year of the Utility ended September 30, 2011. The Borrower and its Subsidiaries have filed all United S... | Label: Taxes |
bbe2c12b-fd29-48b6-a946-eb18f7fe6ad4 | Clause:
Executive shall receive a total of twenty-seven (27) days of paid vacation, or holidays, on a pro rata basis during any three hundred sixty-five (365) day period of the Term. The amount may be adjusted in accordance with the Company’s standard policy or as directed by the Company’s Board of Directors. Any vacat... | Label: Vacations |
0eafbebb-5720-486a-b966-7ed6ee58a6ff | Clause:
The Parties shall cooperate with each other in connection with taking such actions as may be reasonably necessary to consummate the transactions contemplated herein, including without limitation obtaining the consent of Nasdaq and any governmental or market regulatory agencies as may be appropriate.
Task: Clas... | Label: Cooperation |
891d8f80-ebb2-48ec-9ff0-46ec3230f4bd | Clause:
The failure of any party to this Agreement or the Release Agreement to enforce any of the terms, provisions or covenants contained therein shall not be construed as a waiver of the same or of the right of such party to enforce the same. Waiver by any party hereto of any breach or default by another party of any... | Label: Waivers |
83b862a0-3793-4c01-b4a7-b3503505ed5f | Clause:
Schedule 7.1.(f) is, as of the Fourth Amendment Effective Date, a complete and correct listing of all real estate assets of the Loan Parties and the other Subsidiaries. Schedule 4.1. attached hereto is, as of the Fourth Amendment Effective Date, a complete and correct listing of all Borrowing Base Properties o... | Label: Liens |
e02de879-39a7-437c-8e0e-f7d314c631ee | Clause:
The Company will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property provided that nei... | Label: Taxes |
379b5ae0-f2eb-4c10-ad19-c679c6365253 | Clause:
This Agreement, the Grant Notice and the Plan together constitute the Participant’s and the Company’s entire understanding with respect to the subject matter hereof and supersede and void any and all prior agreements or understandings, written or oral, regarding the subject matter hereof, except as explicitly p... | Label: Entire Agreements |
8970305e-3fb5-4486-a13f-f1babb3602c6 | Clause:
EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY .
Task: Classify this clause into ONE of the... | Label: Waiver Of Jury Trials |
c593317e-4aeb-4c04-82a0-0f42d0168f92 | Clause:
No event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Obligor or Subsidiary is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract or in the payment ... | Label: No Defaults |
07355f06-c507-45b8-a176-a7920450442c | Clause:
The proceeds of the Loans will be used only for the general corporate purposes (including share repurchases and Permitted Acquisitions) of the Borrower and its Restricted Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of a... | Label: Use Of Proceeds |
d7daef5c-13d3-4804-b428-57e033513642 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of su... | Label: Participations |
aff9fad1-6e9b-47c0-bcef-247409362e04 | Clause:
This Agreement contains the entire agreement and understanding between the Company and Employee with respect to the subject matter hereof. This Agreement supersedes any prior agreement between the parties relating to the subject matter hereof. The terms of this Agreement may not be modified except by a writing ... | Label: Entire Agreements |
ca03ee62-dfd8-4751-981e-aa6413e76a82 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. The Bankruptcy Court shall have exclusive jurisdiction of all matters arisin... | Label: Governing Laws |
45fecd46-a9b8-4721-8f5b-fca7fdc3824e | Clause:
The Maker irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in Section 8.4 and the defense of an inconvenie... | Label: Venues |
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