id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
ecb4a15f-0a17-49c0-bcf8-a6dd1b3ead59 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. ... | Label: Counterparts |
4adeacc4-e3cb-4faa-af92-065cf0a3266d | Clause:
After the date hereof, the Company shall provide the Purchaser and its Representatives with access, at reasonable times, on reasonable notice and during ordinary business hours, to such information related to the Purchased Assets in the Company’s possession as is reasonably necessary for financial reporting and... | Label: Records |
247eec81-3045-49e9-bde5-aecee7728a4d | Clause:
Except as provided above, you agree that (i) you shall not communicate with anyone (other than your own attorneys) — except in connection with performing your duties under this Agreement, as required by law, or in connection with defending your own rights and interests — concerning the facts or subject matter o... | Label: Litigations |
5a028399-427b-4a93-bb0c-7d1ee5afb49a | Clause:
Capitalized terms used herein without definition have the meanings ascribed to them in the Share Exchange 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: Definitions |
4114f430-2b08-49af-a2f8-765eb285a399 | Clause:
This Guarantee may be executed in any number of separate counterparts (including by facsimile or electronic transmission), 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, ... | Label: Counterparts |
4f1f6f75-2809-4137-a494-4839943708a7 | Clause:
The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C-BA Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this claus... | Label: Survival |
1d1fbfeb-2b4f-4625-ae2a-068fb8bb5e0f | Clause:
Each party shall endeavor to procure from its insurers waivers of subrogation with respect to claims against the other party under policies in which the other party is not a named insured, and shall promptly notify the other party in the event that any such waiver is unobtainable or is obtainable only upon paym... | Label: Waivers |
036efa08-faa5-42ce-a9c8-69cc87b63930 | Clause:
All corporate action required to be taken in order to authorize the Company to execute and deliver this Agreement and any other Transaction Document, to perform its obligations hereunder and thereunder, to consummate the transactions contemplated by this Agreement, and to issue the Shares at the Closing, has be... | Label: Authorizations |
f4153728-3877-443a-8402-2dd33abfbf05 | Clause:
Each Institutional Investor, severally and not jointly, represents to the Company that such person is acquiring New Notes solely for such person’s own account and not as a nominee or agent for any other person and not with a view to, or for sale in connection with, any distribution thereof (within the meaning o... | Label: Representations |
a5b4bab2-3d24-43c2-b1bb-cfeb51511fba | Clause:
If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable law, each party hereto waives any provision o... | Label: Severability |
12e8a60d-cc54-40a0-92c8-03ec7415ebdd | Clause:
As of the Fifth Amendment Effective Date, Alphatec Pacific and Alphatec International are each hereby released from the Obligations and shall cease to be a “Borrower” and a “Credit Party” under the Original Credit Agreement and the other Financing Documents. All references to Alphatec Pacific and Alphatec Inter... | Label: Releases |
5b0a687d-cf10-410c-a6cf-92bdce92ba95 | Clause:
The initial term of employment under this Agreement (the " Initial Term " ) shall be for the period beginning on the Effective Date and ending on the first anniversary thereof, unless earlier terminated as provided in Section 7. The Initial Term shall automatically be extended for successive one year periods (e... | Label: Terms |
26d8cbaf-5387-4544-9f54-1f09120ef1a8 | 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 |
6159fdc5-a621-454f-8a6f-a69a04b95dc8 | Clause:
All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice addres... | Label: Notices |
a7c3cb89-33b7-4ca2-aeee-e0fbf105c0d8 | Clause:
Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Borrowers and the Restricted Subsidiaries shall timely file all Tax returns, statements, reports and forms or other documents (including estimated Tax or information returns and including any required, related or supporti... | Label: Taxes |
ff5eb714-bb67-46eb-bb7a-5219f518f1cc | Clause:
Promptly after the filing, giving or receiving thereof, copies of all reports and notices with respect to any Reportable Event pertaining to any Pension Plan and copies of any notice by any Person of its intent to terminate any Pension Plan, and promptly upon the occurrence thereof, written notice of any contri... | Label: Erisa |
f746f285-a395-4665-9702-76645cbe8ae2 | Clause:
The Borrower has delivered or caused to be delivered to the Bank copies of the most recent annual and quarterly financial statements of the Company, Evercore LP and EGL described in Section 4.7 of the Addendum attached hereto and incorporated herein by reference (the “ Addendum ”). All of such financial stateme... | Label: Financial Statements |
fc72d2aa-8877-465d-8f81-d6bd1fff010d | Clause:
Any amendment to this Agreement shall be made in writing and signed by Members holding all of the Ownership Percentages; provided , however, the Managers shall have the right upon any transfer of Membership Interests or admission of any new Member in accordance herewith to unilaterally amend this Agreement with... | Label: Amendments |
a02e2233-cb2b-4f6e-9dec-076d98bd3a51 | Clause:
All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Navigant Consulting, Inc., Attn. General Counsel, 30 S. Wacker Dr., Suite 3550, Chicago, Illinois 60606, and if to Optionee, to the last known mailing address of Optionee contained in the records of... | Label: Notices |
81db792c-7895-4602-9ed3-e9bff0c8d2e1 | Clause:
Each Grantor agrees that from time to time, it will promptly execute and deliver all further instruments and documents, and take all further action, that the Collateral Agent may reasonably request, in order to perfect, protect, evidence, renew and/or continue the security interest granted or purported to be gr... | Label: Further Assurances |
7212741c-f972-4938-9d13-d81e458dae73 | Clause:
The Administrative Agent will determine the Dollar Amount of all outstanding and requested Advances and Facility LCs on each Computation Date. If at any time (a) the Dollar Amount of the Aggregate Outstanding Credit Exposure exceeds the Aggregate Commitment, the Borrowers shall immediately make a payment on th... | Label: Terminations |
cce810e7-e65b-4b73-abb7-031e98a1d009 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder for general working capital purposes, which may include acquisitions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Use Of Proceeds |
6f929e50-1e76-4ac3-8294-9d5ab2539c2e | Clause:
The parties hereto agree that, in the event any provision of this Agreement is not performed in accordance with the terms hereof, (a) the non-breaching party will sustain irreparable damages for which there is not an adequate remedy at law for money damages and (b) the parties shall be entitled to specific perf... | Label: Specific Performance |
42002f3b-514e-48b5-a0e9-6c4d9882f1c7 | Clause:
The obligations of the parties pursuant to Sections 6 through 9 and 11, as applicable, shall survive the termination of this Agreement hereunder for the period designated under each of those respective sections.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Survival |
bdd24d1a-a7d9-45c1-9f77-26126136636f | Clause:
No provision of this Fourth Amendment Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Amendments |
7e33f366-c1f1-4af6-aa27-b8bca731b4dd | Clause:
Each of Parent, Borrower and each Loan Party shall conduct its businesses in compliance with applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Anti-Corruption Laws |
890bb040-5e9d-41d5-a8c5-54763e72726e | Clause:
Lessee shall not assign, pledge or encumber this Lease, or sublet the whole or any part of the Premises without the prior written consent of Lessor. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. For purposes... | Label: Assignments |
346b4d85-749e-4c0b-ab3b-9b8349bff174 | Clause:
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Severability |
a96891a2-27ac-44ca-8329-c5c35c228099 | Clause:
This Agreement constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof, and supersedes any prior agreement or understanding among the Parties hereto with respect to the subject matter hereof. Except as provided otherwise herein, this Agreement may not be amended nor m... | Label: Entire Agreements |
1d995acb-cce3-4d15-97a4-740cf31f05ab | Clause:
Each of the Seller, the Company and the Purchaser shall use best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all ... | Label: Further Assurances |
096fc7d0-c66c-4f0b-836c-ad68362b4f3f | Clause:
This Agreement may be executed in multiple counterparts or copies, each of which shall be deemed an original hereof for all purposes. One or more counterparts or copies of this Agreement may be executed by one or more of the parties hereto, and some different counterparts or copies executed by one or more of th... | Label: Counterparts |
fef52bb6-8edf-4d34-ad4e-7f372183dde6 | Clause:
This Agreement shall be governed by the laws of the state of New York, excluding its conflict of law rules.
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: Governing Laws |
5c28d383-c20e-432f-99d1-d6ebd15cb36b | Clause:
Interest on the outstanding principal amount of Advances under the Credit Facility shall be computed at the per annum interest rate at all times equal to the Prime Rate then in effect plus One Percent (1.00%) per annum (subject to adjustment in the manner provided herein and in the Note). Interest on the outsta... | Label: Interests |
8eb85b80-81c7-4206-90c9-7d4ed297c1e7 | Clause:
(a) Vesting. On each Vesting Date set forth below, your rights with respect to the number of Options that corresponds to such Vesting Date, as specified in the chart below, shall become vested and such Options may be exercised, provided that you must be actively employed by the Company or an Affiliate on the ... | Label: Vesting |
d3b4644f-4fd5-452d-b03c-5ea9263b229b | Clause:
Neither Party may waive or release any of its rights or interests in this Agreement except in writing. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent fai... | Label: Waivers |
c3b41f2d-561f-4794-bc3c-9658b0ec1ae0 | Clause:
(a) Keep, and cause each other Loan Party and each of their respective Subsidiaries to keep, all property useful and necessary in the business of the Loan Parties and each of their respective Subsidiaries in good working order and condition, ordinary wear and tear excepted.
Task: Classify this clause into ONE ... | Label: Insurances |
f7b5cff5-d943-4c43-9d89-876d84ae4a36 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
a97fd596-0e0b-45d6-a889-6a32d5168055 | Clause:
All notices, demands or requests provided for or permitted to be given pursuant to this Assignment shall be given pursuant to the notice provision set forth in the Security Deed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Notices |
c991bdcf-3d6e-4699-be87-9824ebea6e31 | Clause:
This Patent Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Patent Security Agreement or any other Note Document in any judicial procee... | Label: Counterparts |
d69f2a4c-368c-4b40-b69a-77d11fc59f8c | Clause:
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company believes to be prudent and customary in the businesses and locations in which the Company and the Subsidiaries are engaged. Neither the Company... | Label: Insurances |
4cc4a67d-5dab-40f6-9c8e-35906fc2e7f3 | Clause:
All notices under this Agreement shall be in writing and shall be sent by registered or certified mail, postage prepaid, or by overnight courier service, to the attention of the Legal Department at the addresses of the respective Parties set forth in the first paragraph of this Agreement.
Task: Classify this ... | Label: Notices |
4c501c4e-b7e6-41ee-a6b1-c62f7571669d | Clause:
The Borrower and each other Loan Party irrevocably and unconditionally agrees that it shall not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender or any Related Party of th... | Label: Jurisdictions |
47687547-edbc-4e9d-a116-c4f1ef4a4ac8 | Clause:
Employee hereby represents and warrants to the Released Parties that Employee has not: (A) filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Released Parties, nor has Employee agreed to do ... | Label: Representations |
fc81cd11-02f9-46bf-8158-0e18c1c3c97a | Clause:
EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARI... | Label: Waiver Of Jury Trials |
60a658ef-3131-4352-a372-36b13a9f44d8 | Clause:
Except where noncompliance could not reasonably be expected to have a Material Adverse Effect, each member of the Controlled Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Single Employer Plan. Each member of the Controlled Group is in complian... | Label: Erisa |
0b1324b8-449d-4077-b3f5-d2fd5811dd69 | Clause:
In consideration for the above, BTC, on its behalf, its successors, assigns and Affiliates, whether past, present or future, hereby releases and forever discharges Endo and its successors, assigns, and Affiliates, from any and all claims, demands, actions, suits or causes of action, known or unknown, arising un... | Label: Releases |
34ab7535-6409-48cd-b59e-d6d5da73c599 | Clause:
Each party represents and warrants that this Agreement has been duly authorized, executed and delivered by such party, and is a valid and binding obligation of such party, enforceable in accordance with its terms. Each of the Company and the Executive represent that they have been represented by counsel in ... | Label: Representations |
731e3b6e-4970-4d2c-a090-d9fd25d814da | Clause:
(a) THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Guaranty may be brought in the Supreme Court of the State of New York sitting in New York County or of the United States District Court for t... | Label: Consent To Jurisdiction |
804ec4c2-33a5-48a4-bbff-aefc7a205620 | Clause:
Notwithstanding anything in the License Agreement to the contrary, the issuance of shares of Licensee’s Series A Preferred Stock to Investor and the subsequent issuance of capital stock pursuant to the terms and conditions of the Series A Preferred Stock, and the exercise of Investor’s rights to appoint directo... | Label: Terminations |
6b75bdc5-ee51-4fb9-a913-cee3eff7ca0a | Clause:
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN UTAH COUNTY IN THE STATE OF UTAH, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES ( “ JAMS ” ), PURSUANT TO ITS EMPLOYMENT ARB... | Label: Arbitration |
e3431124-7578-4638-887a-ad794371b213 | Clause:
Each Guarantor hereby guarantees that payments by it hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the Agent’s Payment Office specified in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Payments |
134b0c78-5a53-4d98-a9b4-3f9cfa84eb0f | Clause:
(a) The Borrower will pay a fee on the undrawn and unexpired amount of each Letter of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among the Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. I... | Label: Fees |
8c9c9bf7-bd23-4894-ad6f-d72bbbf16bb6 | Clause:
The Company has all corporate power and authority and, except for the filing of the Certificate of Designations with the Registrar of Corporations and the approval of the Proposal at the Stockholders Meeting or any Subsequent Stockholders Meeting, has taken all requisite action on the part of the Company, its o... | Label: Authorizations |
5b91bce4-32fb-496c-b410-e10cffc0a70c | Clause:
Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including” and variations thereof, will not be deemed to be terms of limitation, ... | Label: Construction |
fdc4f4ea-5df0-4b59-8fd3-c52c0743a97b | Clause:
The Restricted Stock Units are eligible to vest [*] as set forth Section 2 of the Restricted Stock Unit Award Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Vesting |
c7e9d8e3-874c-43b9-bc2a-1bd91a27392b | Clause:
The Partnership and its Subsidiaries shall be permitted to enter into or renew or extend the term of any agreement or transaction with a Partner or an Affiliate of a Partner on such terms and conditions as the General Partner shall approve in its sole discretion, without the approval of any Limited Partner.
Ta... | Label: Transactions With Affiliates |
cd5d213d-bdfc-4a44-a4de-b3b06ea2f11b | Clause:
The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit, the Aggregate Revolving Commitments or the Delayed Draw Term Loan Commitments under this Section 2.06 . Upon any reduction of the Aggregate Revolving Commitments o... | Label: Notices |
3beea452-03ac-4b9a-98d5-e650f7f54132 | Clause:
The Employer shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligation it may have to withhold federal, state or local income or other taxes incurred by reason of payments pursuant to the Plan. In lieu thereof, the Company and/or the Employer shall have the righ... | Label: Withholdings |
597e147c-090a-4c3c-a860-62630f1c4554 | Clause:
Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including” and variations thereof, will not be deemed to be terms of limitation, ... | Label: Construction |
7ca737eb-1fa6-44b7-8443-62b36aaa21d8 | Clause:
Assignee hereby (a) assumes and takes responsibility for all damages, losses, costs, claims, liabilities, expenses, demands, and obligations of any kind or nature whatsoever attributable to the Contracts and the Licenses and Permits first arising, related to, and accruing from and after the date hereof, and (b)... | Label: Indemnity |
0ee6dde4-d571-4836-8f33-e9db7e7a55bb | Clause:
All of the proceeds of the Loan Amount shall be used solely as set forth on Schedule A hereto.
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, Authorizati... | Label: Use Of Proceeds |
5d436a25-c0e3-4e46-a840-b124527f1314 | Clause:
Except as previously disclosed to the other parties hereto, the Company has filed all reports required to be filed by it under the Exchange Act including pursuant to Section 13(a) or 15(d) thereof, for the prior two fiscal years (the foregoing filed materials (together with any materials filed by the Company un... | Label: Financial Statements |
486f05da-53fe-422c-973a-da69d096b8a0 | Clause:
The headings used in this Agreement are inserted for convenience only and shall not affect the construction or interpretation of any provision.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Headings |
82cbc133-306e-4115-b2d0-cae569a9f2a6 | Clause:
This Agreement may be executed in one or more counterparts, all of which together constitute the same agreement. This Agreement may be delivered by facsimile, PDF or electronic mail.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Counterparts |
b7e1358c-197c-4f67-9bd9-74d1580e0474 | Clause:
Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to three percent (3%). 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. Interest hereunder will be paid to the Holder or its assi... | Label: Interests |
7afe90b4-575c-4605-b98c-bf2eb0a4f0f8 | Clause:
Each Party shall pay all expenses (including Taxes imposed on those expenses) it incurs in the authorization, negotiation, preparation, execution and performance of this Agreement and the Transactions, including all fees and expenses of its legal counsel, bankers, investment bankers, brokers, accountants or oth... | Label: Expenses |
a3fa7651-f97f-4746-bbd6-a37052527ff1 | Clause:
To the knowledge of the Company, (i) each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employee... | Label: Erisa |
68b39667-0931-4a1d-bde5-f6cfef0e9001 | Clause:
Except as set forth in the table below, this Agreement, Exhibits, and Schedules hereto shall be effective on the Effective Date and remain in effect until [CONFIDENTIAL TREATMENT REQUESTED] (the “ Initial Term ”), unless otherwise terminated as provided herein. Unless written notice of non-renewal is provided b... | Label: Terms |
8bb69f50-fcde-43af-866f-3f828478f001 | Clause:
The Finance Parties agree that this Agreement may be enforced only by the action of the Collateral Agent, acting upon the instructions of the Required Lenders as set forth in the Credit Agreement and that no other Finance Party shall have any right individually to seek to enforce this Agreement or to realize up... | Label: Enforcements |
1b0cc9a4-78a1-45c5-9cb5-b7b76af8cf6a | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Counterparts |
703b253a-55f3-4821-9a05-9ea17c257129 | Clause:
Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in, to the Acquired Assets.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Assignments |
c3373815-f764-4872-a3f9-b312b376405b | Clause:
Each Borrower will, and will cause each other Loan Party and its Subsidiaries to, (a) 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, and mai... | Label: Existence |
6b5fe012-2ff3-407b-b58c-11ddc8cb533b | Clause:
Consultant acknowledges and agrees that all intellectual property, methods, analyses, service marks, writings, audiovisual works, goodwill and tradenames, which relate to the Company or any of its Affiliates’ actual or anticipated business which are conceived, developed or made by Consultant or the Moores while... | Label: Intellectual Property |
28517f65-80ce-4a99-811c-e077e1621269 | Clause:
All representations and warranties made by the Borrower in this Agreement, and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, shall (i) be considered to have been relied upon by the Administrative Agent and the Lenders, (ii) survive the making of... | Label: Survival |
6119cd96-d370-4e24-aa74-3cb52fecea06 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, ... | Label: Governing Laws |
52b87775-ffb1-4b4d-ac40-5cb1da249c65 | Clause:
On and as of the Closing Date, the U.S. Borrower has no Subsidiaries other than those Subsidiaries listed on Schedule 6.12 (with each Subsidiary that is (x) a Guarantor or (y) an Immaterial Subsidiary on the Closing Date identified as such).
Task: Classify this clause into ONE of these types (exactly one label... | Label: Subsidiaries |
79c6a5c7-e462-42b3-98a3-3bfc6051cb4e | Clause:
The Deferred Stock Units will vest, as provided in the Vesting Schedule set forth in your Grant Notice and the Plan. Vesting will cease upon the termination of your Continuous Service.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Vesting |
90d5d01a-36e4-43cb-8163-26b1d48560d9 | Clause:
The Company and each of the Subsidiaries is duly incorporated or formed and validly existing and in good standing under the law of its jurisdiction of incorporation or formation. The Company and each of the Subsidiaries is duly qualified and in good standing as a foreign company in each other jurisdiction in wh... | Label: Organizations |
63f8276f-599b-41f6-bdba-06eea0b20f50 | Clause:
Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Event of Default hereunder referring to this Agreement describing such Event of Default and stating that such notice is a “notice of default.” In the event that the Borrower Representative receives such a notice, the Bo... | Label: Notices |
0f3b0e6e-60b6-47d6-99ee-7ad256b0971e | Clause:
The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01 , the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in ... | Label: Amendments |
83e523ed-513e-45a2-bba3-5fa6bf8e0484 | Clause:
Employee acknowledges that money damages would not be a sufficient remedy for any breach of this Article 7 by Employee, and Company or its affiliates shall be entitled to enforce the provisions of this Article 7 by terminating payments then owing to Employee under this Agreement or otherwise and to specific per... | Label: Remedies |
85af59a0-05ea-43ac-ab96-85c2beb5e0c8 | Clause:
Regardless of any action the Company, any of its Subsidiaries and/or the Grantee 's employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee ’s participation in the Plan and legally applicable to the Grantee (“Tax-R... | Label: Withholdings |
59a83d87-d0e1-4908-8092-514a88b47bf1 | Clause:
If any provision or portion of this Agreement shall be or become illegal, invalid or unenforceable in whole or in part for any reason, such provision shall be ineffective only to the extent of such illegality, invalidity or unenforceability, without invalidating the remainder of such provision or the remaining ... | Label: Severability |
2a6b3c1e-8ab0-4e0e-9016-782b3b33005b | Clause:
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one in the same agreement.
Task: Classify this clause into ONE of these types (exact... | Label: Counterparts |
0bc7a618-6f45-43b8-8ab8-5141b6ba1c97 | Clause:
The Company shall duly execute and deliver, or cause to be duly executed and delivered, at its own cost and expense, such further instruments and documents and to take all such action, in each case as may be necessary or proper in the reasonable judgment of the Holder to carry out the provisions and purposes of... | Label: Further Assurances |
e63eacf9-e835-4a38-92d7-aae92f0f65e5 | Clause:
Subject to the terms herein or therein, each Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any Applicable Law,... | Label: Further Assurances |
aebf9b7a-f215-4843-b862-f851813e3361 | Clause:
Except as otherwise set forth herein, any notices, statements or payments required to be made or given under this Agreement shall hand delivered or sent via registered mail, postage prepaid or by facsimile, to the following persons and addresses which may change or be modified at any time in writing by the rece... | Label: Notices |
1f72189f-c174-48b2-be60-f1d8f5401492 | Clause:
For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder must be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile or other electronic ... | Label: Notices |
78bb9432-d76e-47c2-b8ba-f7557f09a947 | Clause:
The Company has good record and defensible title to the Mineral Interests evaluated in the Latest Reserve Report, except for (i) Liens created or permitted under the Credit Facility and (ii) except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Materia... | Label: Liens |
23e1a96e-b59d-4558-9eab-85e75d01de40 | Clause:
This Agreement and the other Loan Documents shall be binding on and shall inure to the benefit of the parties hereto and thereto and their respective successors and assigns, except that neither the Borrower nor any other Loan Party may assign its rights and obligations hereunder without the Lender’s prior writt... | Label: Successors |
0085b5d3-0c4d-4c3d-9ebe-ea68d8c537df | Clause:
To the extent any Agent or any of their officers, directors, Affiliates, attorneys, employees and agents (collectively, the “ Agent Indemnified Parties ”) is not reimbursed and indemnified by the Loan Parties, each Lender will reimburse and indemnify such Agent Indemnified Party in proportion to its respective ... | Label: Indemnifications |
c5a7f06a-88ba-4188-9fb6-83bfc61448ad | Clause:
No investigation, action or proceeding is pending and, to the Purchaser’s knowledge, no action or proceeding is threatened and no investigation looking toward such an action or proceeding has begun, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.
Task: Classif... | Label: Litigations |
786005fb-ace3-43e4-a353-9c6046f0b1e5 | Clause:
Except for transactions permitted by Section 6.01(e) , none of the Obligors nor any of their Subsidiaries shall become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, that (i) the O... | Label: Sales |
eb18a49a-bc9b-4085-be18-30b0b392e0db | Clause:
All unvested RSUs shall become fully vested upon a Change in Control.
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, Benefit... | Label: Change In Control |
6812ec9e-3374-4375-91e0-77386875239f | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah without regard to its conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Governing Laws |
4a5bcdef-beac-458d-af05-b840aec9f866 | Clause:
Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Defined Terms |
2dbf1c1a-b493-477d-80e2-6a7a9590723d | Clause:
The Option granted hereunder shall expire in all events at 5:00 p.m. (local Philadelphia, Pennsylvania time) on [DATE], unless sooner terminated as provided in Subparagraphs (a), (b), (c), (d), (e) or (f) below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Terms |
75f156e8-db90-4128-a2eb-f208cc141351 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstand... | Label: No Conflicts |
42f09b02-3d17-41f7-8018-193457f7cb64 | Clause:
The Company agrees to indemnify, exonerate and hold free and harmless the Service Provider and each of its partners, shareholders, members, controlling persons, Affiliates, directors, officers, fiduciaries, managers, employees and agents and each of the partners, shareholders, members, controlling persons, Affi... | Label: Indemnifications |
6993f583-b686-45b0-af13-1730454a1d7b | Clause:
This Agreement contains the sole and entire agreement and understanding of the parties with respect to the entire subject matter of this Agreement, and supersedes any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Agreeme... | Label: Entire Agreements |
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