id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
3b36cc35-8929-49fb-b419-cc4aa559867e | Clause:
Commencing on the Effective Date of this Agreement, Executive shall diligently render his services to the Company as Executive Vice President, Chief Credit Officer in a manner customary for such officers or equivalent positions, and shall use his best efforts and good faith in fulfilling such responsibilities a... | Label: Duties |
c52dadbf-3100-4f5c-8466-d398b6fcec78 | Clause:
The Company shall use the net proceeds from the sale of the Offering hereunder substantially for the purposes set forth on Schedule 4.9 hereto and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt except as disclosed on Schedule 4.9 (other than payment of trade payables ... | Label: Use Of Proceeds |
0b137713-3c79-463a-9cac-8e0ff39ba789 | Clause:
Each Party shall [ * ] notify the other Party if any representation or warranty made by it in this Article 13 becoming untrue or inaccurate in any material respect during the period commencing on the Execution Date and ending on the Effective Date; provided, however, that the delivery of any notice pursuant to ... | Label: Effective Dates |
055fa250-59c7-4b50-93d3-6dc307c72b2a | Clause:
Ameris shall take all necessary steps to enroll and cover the Manager, including any dependents as designated by the Manager, under its group health insurance and other benefits plans provided or offered to its officers. The Manager will accrue vacation days in accordance with the normal policies of Ameris as i... | Label: Benefits |
a6e0503f-4249-4ebd-a3fc-fd4171907ec5 | Clause:
Each grant of Restricted Stock and Restricted Stock Units granted under the Plan shall be evidenced by an Award Agreement. Each Restricted Stock and Restricted Stock Unit grant shall be subject to the conditions set forth in this Section 10 and to such other conditions not inconsistent with the Plan as determin... | Label: General |
4bee7381-3e0b-455f-8d41-08bd7181fe66 | Clause:
T he Borrower has the right and power, and ha s taken all necessary action to authorize it , to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement , as amended by this Amendment , and the other Loan Documents to which it is a party in accordance with their... | Label: Authorizations |
461fd9cb-93c9-4630-962a-1ed20b162833 | Clause:
Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Optionee’s employment, services, responsibilities, duties, or authority to represent the Company or any Affiliate at any time for any reason whatsoever.
Task: Classify this clause into ONE of these types (exactly o... | Label: Employment |
f2f7a2f0-9579-46f0-b347-f9065ab22e5d | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee, without reference to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Governing Laws |
228bc70e-4f8e-4977-969c-4d8c35bc1fe5 | Clause:
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, ... | Label: Counterparts |
101d9d5a-3e1c-4f7b-8e5c-1d922306338a | Clause:
This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Administrative Agent has received counterparts bearing the signatures of all parties hereto. Delivery of... | Label: Counterparts |
55ecf96d-260d-46d3-b112-acbb66966d16 | Clause:
The authorized equity interests of the Company consist of 50,000,000 shares of preferred stock, par value $0.01 per share, and 1,000,000,000 shares of Common Stock. All of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, conform t... | Label: Capitalization |
e8f340c5-82e3-464a-98d8-fc6ee5f55ae6 | Clause:
No amendment or waiver of any provision of this Agreement, or consent to any departure by either Party from any such provision, shall be effective unless the same shall be in writing and signed by the Parties to this Agreement, and, in any case, such amendment, waiver or consent shall be effective only in the s... | Label: No Waivers |
3f18a08a-1afe-4f90-b0e6-58108a20585f | Clause:
The Administrative Agent shall have received the consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended January 3, 2016, including balance sheet and income and cash flow statements, in each case, audited by independent public accountants of recognized national standing ... | Label: Financial Statements |
3786cd26-63f9-4d25-95d0-41a1f0fed64f | Clause:
[Each][The] Debtor warrants that: (i) as of the date hereof, no financing statement (other than any that may have been filed on behalf of the Administrative Agent or in connection with Permitted Liens (as defined below) and any financing statement filed as a precautionary filing in connection with an operating... | Label: Warranties |
4031d76e-6023-4613-9b6e-ff432ad74763 | Clause:
This Agreement shall be governed and interpreted in accordance with the laws of the State of Missouri.
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: Governing Laws |
de15f0d7-0a99-47f0-aeff-717ca70ebd62 | Clause:
The representations and warranties contained in Section 3 of this Agreement shall survive the Closing Date for one (1) year, except (i) as to any matter as to which a good faith claim has been submitted in writing to the other party describing the claim in reasonable detail before such date and identified as a ... | Label: Warranties |
50d2ae11-20e2-4c08-ae88-7200465e3641 | Clause:
All of the terms and provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, assigns and legal representatives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Assigns |
eb10ceb0-1991-4496-8c05-1a4c1a27543f | Clause:
The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning as of the Effective Date and ending as provided in Section 4 hereof (the “ Employment Period ”).
Task: Classify this clause into ONE o... | Label: Employment |
14421eae-e7d0-490e-96fa-87e5663c5fbb | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement. The parties shall execute two (2) originals of this Agreement (one for each party), whether or not executed in counterparts.
Tas... | Label: Counterparts |
e99398d7-3bf3-4f5f-a02d-506a8f95b456 | Clause:
Senior Advisor shall not subcontract any of the Services to be performed hereunder without Company’s prior written consent. Senior Advisor shall not assign this Agreement without the prior written consent of Company. Company shall not assign this Agreement without the prior written consent of Senior Advisor, wh... | Label: Assignments |
cddc686d-6dbb-47a7-8bb6-2d272abd4614 | Clause:
Directly or indirectly, use the proceeds of any Extension of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding... | Label: Sanctions |
19da061b-e199-42b6-ab85-dfa3245abecb | Clause:
This agreement shall be governed in all respects, including without limitation validity, interpretation and effect, by the laws of the state of Delaware applicable to contracts executed and to be performed wholly within such state without giving effect to the choice of law principles of such state.
Task: Class... | Label: Governing Laws |
88b8c69a-7626-4bad-a1b1-820c25317f74 | Clause:
The capitalization of the Company is as set forth in Schedule 3.1(g). The Company has not issued any capital shares since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee share options under the Company’s share option plans, the issuance of Common S... | Label: Capitalization |
5d4050c6-0685-45a2-a088-2c545a7e0e71 | Clause:
During Executive’s employment with the Company and its subsidiaries and thereafter, Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization or... | Label: Confidentiality |
147b3d7f-3f67-4704-aea3-818efd48e595 | Clause:
Any suit, claim or other legal proceeding arising out of or related to this Agreement in any way must be brought in a federal or state court located in Cook County, Illinois, and the Company and the Executive hereby consent to the exclusive jurisdiction of such court for such purpose. The Company and the Execut... | Label: Venues |
e6200838-5916-4f71-9d0d-999cda3fbe6c | Clause:
This Agreement shall terminate upon the earliest to occur of (i) the Closing (ii) the date on which the Investment Agreement is terminated in accordance with its terms and (iii) June 30, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Terminations |
bcbfd655-4cdb-40c9-90fa-3992037db15e | Clause:
Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City time, on August 9, 2016, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Repres... | Label: Payments |
500d7a84-b291-4979-943e-26c612bb91bb | Clause:
During the Term, the Company agrees to employ the Executive and the Executive hereby agrees to be employed as the [title] of the Company upon the terms and subject to the conditions contained in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Employment |
88afd5fd-5652-4565-bf86-cb3b59344b15 | Clause:
The entire text of the Plan is expressly incorporated herein by this reference and so forms a part of this Agreement. In the event of any inconsistency or discrepancy between the provisions of this Agreement and the Plan, the provisions in the Plan shall govern and prevail. This Agreement is subject in all resp... | Label: Construction |
d1270394-6739-4db3-be37-2845f8ea2b95 | Clause:
Executive shall be entitled to four (4) weeks paid vacation each calendar year in accordance with the general policies of QTS LLC and the Company applicable generally to other senior executives of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Vacations |
de4da2c6-5311-47bd-b284-89bce3eb642a | Clause:
For Plan Years beginning after December 31, 2007, each Participant who has at least one Hour of Service on or after January 1, 2008 will accrue either a Portable Account Benefit or a Final Average Compensation Formula benefit, but not both. If a Participant is eligible to accrue a Portable Account Benefit, he o... | Label: General |
13feb3eb-3fa3-411c-b048-039991ac0648 | Clause:
No Default or Event of Default has occurred and is continuing. No default or event of default (however defined) exists under any Indebtedness, Guarantee Obligations or Contractual Obligations of any Seller. Each Seller believes that it is and will be able to pay and perform each agreement, duty, obligation and ... | Label: No Defaults |
e733cb3d-20ea-415d-9834-6b650870143e | Clause:
The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Colorado without regard to conflicts of laws thereof or of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Governing Laws |
015d6416-eb88-4030-83df-3065f7885d68 | Clause:
This Agreement, together with the Award Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. This Agreement may be modified only by agreement of the parties by a written in... | Label: Integration |
dfa95d86-e94d-4535-8301-358eb9505c5c | Clause:
This Amendment Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment Agr... | Label: Counterparts |
dd2c2c30-ba42-4085-adf1-6029bbcda783 | Clause:
This Agreement constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Entire Agreements |
bda0db92-51f1-4791-a581-1af901b39a97 | Clause:
All notices, requests, demands or other communications required or permitted by or in connection with this Agreement, without implying the obligation to provide any such notice, request, demand or other communication, shall be in writing addressed to the appropriate address set forth below or to such other addr... | Label: Notices |
7d485b76-02b7-487d-be81-6db0a6107b63 | Clause:
Upon the occurrence of an Event of Default, and so long as such Event of Default shall continue, the Holder may (i) declare the entire principal balance hereunder, and all accrued and unpaid interest, immediately due and payable and (ii) exercise any and all of its rights and remedies granted herein, by applica... | Label: Remedies |
0347c725-d308-4e65-84cf-e4ddc3e98a6c | Clause:
This Amendment and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, the Issuing Lender, each Swingline Lender and/or the Arranger, constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and a... | Label: Entire Agreements |
443128b1-a886-4a12-b439-3bf9d14649c7 | Clause:
The Partnership is a limited partnership organized pursuant to the provisions of the Act and upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Pa... | Label: Organizations |
4fa38ac6-d158-482d-9c3d-cf685261a9f2 | Clause:
This Agreement shall be executed in three (3) or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each signatory hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Counterparts |
e6646dee-0cc3-42fe-a2fd-56e6a219c35f | Clause:
Upon the occurrence of a Change in Control (as hereinafter defined), the Employee shall have the right to terminate this Agreement within 30 days of the occurrence of such Change in Control. Upon the termination of this Agreement by the Employee due to the occurrence of a Change in Control, the Employee shall b... | Label: Change In Control |
92a4a8ee-f403-4fd5-8084-af0495d14c39 | Clause:
(a) With respect to any payment made to or by you hereunder, you agree to pay (or, alternatively, to permit us to pay on your behalf) any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding taxes imposed on net income and all income... | Label: Taxes |
44ec4e1c-633c-483c-bf8f-8bde2635ffde | Clause:
Within 60 days after Closing, Buyer shall discontinue its and the LLCs’ use of all of trademarks, tradenames, and any other intellectual property of Sellers and their Affiliates (the “ Proprietary Property ”). Neither Buyer nor the LLCs shall have any right, title or interest in or to such Proprietary Property,... | Label: Intellectual Property |
c12245e1-e963-4aeb-900d-d5e7caf874f9 | Clause:
The Company has not issued any capital stock since its most recently filed SEC Report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchas... | Label: Capitalization |
3dec82fb-b60c-42ac-8361-f5434e5af596 | Clause:
Seller shall maintain, and shall cause its Subsidiaries to maintain, at no cost to Buyer (a) errors and omissions insurance or mortgage impairment insurance and blanket bond coverage, with such companies and in such amounts as to satisfy the requirements of prevailing Agency Guidelines applicable to a qualified... | Label: Insurances |
35045f48-5be6-4be2-a731-d42d810cf65a | Clause:
The execution and delivery of this Credit Agreement and the other Loan Documents to which any of the Borrowers or any of their Restricted Subsidiaries is or is to become a party will result in valid and legally binding obligations of such Person enforceable against it in accordance with the respective terms and... | Label: Enforceability |
acc7f144-d675-481f-b3b6-030499859eae | Clause:
All payments and compensation to Executive pursuant to this Agreement shall be subject to such deductions and withholdings as the Company determines are required or appropriate under applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Withholdings |
88206a7f-d874-473f-a9f2-61e71512cf62 | Clause:
The Borrower agrees to defend, indemnify and hold harmless the Administrative Agent and the Lenders (and their respective affiliates, officers, directors, attorneys, agents and employees) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expense... | Label: Indemnifications |
c60b4ca3-ff79-464b-bd63-d928b8af0580 | Clause:
Each of the Borrower, the other Loan Parties, the Parent and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate,... | Label: Compliance With Laws |
ff9bbeef-b1c2-4fba-a7fe-28afc7d58796 | Clause:
This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified by each Initial Lender that such I... | Label: Binding Effects |
0fac326f-48d1-4b13-85c6-afb89a184779 | Clause:
The headings of the sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Headings |
22eba9b9-9329-471f-bc27-ef2ca043ac4c | Clause:
During the Term, Executive shall serve as Vice President, General Counsel and Secretary of the Company, reporting directly to the Chairman of the Board (with respect to his duties as Secretary) and to the Chief Financial Officer of the Company (with respect to the balance of his duties).
Task: Classify this cl... | Label: Positions |
2c30c165-f046-435f-85ca-4002c49f5261 | Clause:
(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of clause (a) or (b) of the definition of Base Rate, the interest thereon shall be ... | Label: Fees |
fa1ffbe7-fe5d-4d0b-8584-69d47c4c2b51 | Clause:
The Employee shall be employed for a three (3) year term, subject to the termination provisions set out in this Agreement and to any amendments as may from time to time be agreed to in writing by the Employee and the Company (the “Term”).
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Terms |
593e639e-1039-4af6-abfb-1daff014bb41 | Clause:
Interest shall accrue on the outstanding Principal balance hereof at a rate equal to 5% per annum (“ Interest Rate ”). Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
Task: Classify this clause into ONE of these types... | Label: Interests |
71683ff3-cceb-4ec8-b53d-77516048f246 | Clause:
In the event of any liquidation, dissolution or winding up of the Company, holders of shares of Series B Preferred Stock are entitled to receive, out of legally available assets, a liquidation preference of $0.001 per share, and no more, before any payment or distribution is made to the holders of the Corporati... | Label: Payments |
efdf5b8b-6c58-4086-9fdc-f2403a9b20f6 | Clause:
Except, in each case, as could not reasonably be expected to result in a Material Adverse Effect, each of each Parent Guarantor, the Borrower and each of the Restricted Subsidiaries has filed all federal income tax returns and all other tax returns, domestic and foreign, required to be filed by it and has paid ... | Label: Payments |
c89c6143-c57c-4928-ac4d-edc9ae39bb63 | Clause:
Each Loan Party expressly and unconditionally consents to (i) the execution and performance of this Agreement by Borrowers and the Administrative Agent, and (ii) the amendment and restatement of the Existing Credit Agreement pursuant to the terms and conditions set forth in this Agreement. Each Loan Party agree... | Label: Consents |
ed4707d2-0843-4a0a-819d-3719925dea75 | Clause:
No consent, approval or other authorization of any Governmental Authority or third party is required as a result of or in connection with the execution and delivery of this Agreement and the other agreements and documents to be executed by the Shareholder or the consummation by the Shareholder of the transactio... | Label: Consents |
58b86cda-0c2c-4ead-818e-f9f4dad386e6 | Clause:
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpa... | Label: Counterparts |
037a0fb8-603d-4989-aee9-3462eb283693 | Clause:
This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State of and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of .
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Governing Laws |
deea574a-d89b-4e14-9e8c-4848380a2226 | Clause:
The Company shall employ Employee as the Chief Financial Officer to provide the services as are customary for a public company CFO. Employee hereby accepts employment, upon the terms and conditions hereinafter set forth. The Employee shall devote 100% of his time to the business and operations of the Company.
... | Label: Employment |
a71287b1-c69e-48f6-8f27-65ea36f41490 | Clause:
No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the e... | Label: No Waivers |
f12f41fa-15a5-4aaa-ae9c-8c1d467a0e2a | Clause:
The Executive shall not initiate, participate or engage in any communication whatsoever that could reasonably be interpreted as derogatory or disparaging to the Employer or any Company Affiliate, as applicable, including but not limited to the business, practices, policies, shareholders, partners, members, dire... | Label: Non-Disparagement |
c80f0d55-f662-4fa2-8fa5-eb4c935c1722 | Clause:
This Agreement and the other Loan Documents represent the agreement of the Grantors, the Agents and the Lenders with respect to, the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by either Agent or any Lender relative to subject matter hereof and there... | Label: Integration |
56b485b1-7bda-4f02-a665-361af8ae96e1 | Clause:
Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, waives any claim it may hereafter have against any First Lien Claimholder arising out of the election of any First Lien Claimholder of the application of Secti... | Label: Waivers |
57bb6d57-bc06-4c25-b939-9e991eeb5fab | Clause:
The Company and its Subsidiaries have timely filed or caused to be filed all Tax returns and reports which, to the knowledge of any Financial Officer of the Company, were required to have been filed and have paid or caused to be paid all Taxes required to have been paid by them, except (a) those not delinquent,... | Label: Taxes |
7a5f87a2-bbc7-49eb-9cb2-f1127e87caef | Clause:
Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the city of New York and County of Manhattan, and each par... | Label: Submission To Jurisdiction |
0d528f39-ed7b-400b-84ea-cdf53aec4948 | Clause:
The Option Term shall expire on the tenth anniversary of the Grant Date (the “ Term ”). The Option shall vest and become exercisable on ([each/the] “ Vesting Date ”). Except as otherwise provided herein, the Option may be exercised on or following the Vesting Date with respect to the vested portion... | Label: Terms |
a2515a5a-83c7-4021-b75f-86b9f0922805 | Clause:
This Agreement, for all purposes, shall be construed in accordance with the laws of Texas 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 any state or federal court located in the state of Texas, county of Dallas... | Label: Venues |
cc9063c0-d757-49b7-bd00-19b8dfcba0ac | Clause:
This Agreement, each other Loan Document that does not expressly set forth its applicable law, and the rights, remedies and obligations of the parties hereto and thereto, and any claim, controversy or dispute arising under or related to this Agreement or such Loan Document, the relationship of the parties, and/... | Label: Governing Laws |
4beb1e15-5e84-4719-a542-7ea4c21ee021 | Clause:
By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for ... | Label: Consents |
0a138710-d6e6-4649-9257-a595104731b2 | Clause:
The term (“ Term ”) of the Company commenced on Effective Date, the date of the filing of the Certificate of Formation of the Company pursuant to the Delaware Act, and shall continue in perpetuity, unless terminated as hereinafter provided.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Terms |
358a4508-20d7-4283-8f9b-17643818b884 | Clause:
This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and ... | Label: Integration |
8318123a-e95d-41ca-a2f9-dcfe1fa46822 | Clause:
Notwithstanding any investigation made by any party to the Note Purchase Agreement or by the Placement Agent, all covenants and agreements made by the Company and such Purchaser herein and in the Notes delivered pursuant hereto shall survive the execution of the Note Purchase Agreement, the delivery to such Pur... | Label: Warranties |
bc390cdc-509b-41e6-9eb1-a6c6dcca85ce | Clause:
All of Seller’s right, title and interest in and to all presently effective and assignable warranties, guaranties, representations or covenants given to or made in favor of Seller in connection with the acquisition, development, construction, maintenance, repair, renovation or inspection of any of the Property,... | Label: Warranties |
48109cce-da8f-4f93-92db-a8d6d2f6df25 | Clause:
No Credit Party and no Subsidiary of any Credit Party is in default under or with respect to any Contractual Obligation in any respect which, individually or together with all such defaults, would reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exac... | Label: No Defaults |
fa7fd5ac-742c-4b21-a8a8-c06e1a982de4 | Clause:
The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or... | Label: Successors |
955a29d3-c629-4367-b183-1c8d9ad31ea4 | Clause:
Debtor will, at its expense and at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that Lender may reasonably request in order (i) to perfect and protect the security interest created or purporte... | Label: Further Assurances |
8fd0a165-5df3-4206-ab79-9066fa1266e2 | Clause:
No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition... | Label: Miscellaneous |
ad41ee6c-b709-42f2-9d5c-871d47f6f58e | Clause:
The Borrowing Base Properties are insured by insurers of recognized financial responsibility against such losses and risks in compliance with the requirements of Section 7.5.1 below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Insurances |
bf559d18-9624-45e0-8188-001a3aaca660 | Clause:
This Agreement shall be governed in all respects by the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws principles hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
a5a78871-5605-4984-88b0-cf3a3348dceb | Clause:
Pursuant to Section 7.2(c)(ii) of the Loan Agreement, Bank hereby consents to Borrower executing that certain Agreement and Plan of Merger dated as of the date hereof by and among QLT Inc., Borrower and Isotope Acquisition Corp.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Consents |
f0ed0901-cbcc-4a27-a9e4-4332ebd65a94 | Clause:
Your base salary (the “ Base Salary ”) shall be at an annualized rate of Seven Hundred Seventy-Five Thousand Dollars ($775,000.00) and shall be paid in accordance with the Company’s regular payroll practices in effect from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Base Salary |
21e67d61-a8d9-4b6d-aadf-1bf7615de172 | Clause:
No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Participations |
892ad41e-464d-4069-bbe3-eb16b32a0075 | Clause:
The validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award, shall be determined in accordance with the internal laws, and not the law of conflicts, of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Governing Laws |
dbe808f8-abc9-4dd7-95d9-d1a8eb3b018b | Clause:
The Company represents and warrants to the members of the RESI Shareholders Group that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and b... | Label: Representations |
f95c52f8-f404-445b-84ea-d762cee6a873 | Clause:
If any provision of this Agreement or the Amended Five-Year Credit Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the Amended Five-Year Credit Agreement shall not be affected or impaired thereby. The invalidi... | Label: Severability |
ae541928-8b8b-4dd1-8064-c0b1dd2ae6ab | Clause:
Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine and feminine; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) references to Schedules and Exhibits, if any, refer to the Schedules an... | Label: Construction |
e1ef098c-7a0d-432f-9670-888c967bc19a | Clause:
Each Group Member is in compliance with all Requirements of Laws, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Compliance With Laws |
fddc3c06-e433-4179-a92c-0e86eee1eae8 | Clause:
Your starting base salary will be $185,000 on an annualized basis (subject to applicable withholdings), payable in accordance with the Company’s standard payroll practices.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Base Salary |
4206da4a-df3e-42e1-856a-0199a7a90aaf | Clause:
Any fees of Merrill Lynch, the Administrative Agent and the Lenders required to be paid on or before the Closing Date shall have been paid to the extent the Borrower has received an invoice therefor at least two days prior to the Closing Date (it being understood that at the Borrower’s election, payment of such... | Label: Fees |
7c5e62c4-e763-45aa-96e2-01708ad820a4 | Clause:
Except as otherwise provided herein, whenever any notice, demand, request or other communication shall or may be given to or served upon any party by any other party, or whenever any party desires to give or serve upon any other party any communication with respect to this Agreement, each such communication sha... | Label: Notices |
9aa8cd3d-dcd1-436a-941f-f6d382876b13 | Clause:
By its signature, each Person executing this Agreement on behalf of a party hereto represe nts and warrants to the other parties hereto that it is duly authorized to execute this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Authorizations |
028e0dc0-b2eb-4cfc-ae6b-e2ca2b8a365f | Clause:
The sections of this Commitment Letter and the Fee Letter relating to Indemnification, Expenses, Confidentiality, Other Services, Survival, Governing Law and Miscellaneous shall survive any termination or expiration of this Commitment Letter, the Commitment of Wells Fargo Bank or the undertakings of Wells Fargo... | Label: Survival |
95cefa03-3130-4ec1-9d37-e216104a9d98 | Clause:
This Agreement may be modified, amended, or any provision hereof waived, only by a written instrument signed by each Party hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Amendments |
b84d1c1d-a9ba-4884-8f50-27e3485bfc12 | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of Investor are also for the benefit of, and enf... | Label: Assignments |
0dc5f549-f209-47b7-a06a-129eef1caf1d | Clause:
Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required as of the Closing Date in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan ... | Label: Approvals |
5a3457e0-17ed-4f6f-acd0-313c7a49db8a | Clause:
Licensor is not responsible for any sales, use, value-added, personal property or other taxes imposed on either Licensee’s or any sub-licensees’ use, possession, offer for sale, or sale of any products, whether or not developed in relation to the Licensed Patents or Intellectual Property. Each party shall be so... | Label: Taxes |
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