id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
27f68079-08ca-44b2-8f2a-37762f0391ba | Clause:
Except as set forth on Schedule 2.13 , each of DEAC and its Subsidiaries has timely filed all Tax (as defined below) returns, statements, reports, declarations and other forms and documents (including, without limitation, estimated tax returns and reports and material information returns and reports) (" Tax Ret... | Label: Payments |
7f31fb22-5e5a-411f-9747-34bcd8d3ef46 | Clause:
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties hereto without the prior written consent of each of the other parties hereto.
Task: Classify this clause into ONE of these types (exac... | Label: Assignments |
4f0eb49f-3457-473a-8087-38773d04cc9b | Clause:
Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Agreement would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Co... | Label: Remedies |
a2409e49-367e-4330-9acf-6439891fcf85 | Clause:
A Director or Board Alternate shall not be entitled to any fees for serving as a Director or Board Alternate. Each Member shall be responsible for all out-of-pocket costs and expenses incurred by its Directors and Board Alternate in their respective capacities as Directors or Board Alternate, as applicable.
Ta... | Label: Fees |
644bb29e-f03e-46b9-ba2b-4c5621457ae4 | Clause:
If Executive's employment is terminated during the Employment Period as a result of Executive's death, this Agreement and the Employment Period shall terminate without further notice or any action required by the Employer or Executive's legal representatives. Upon Executive's death during the Employment Period,... | Label: Death |
7933a450-a547-4fc7-93f3-6fb431c208db | Clause:
This Third Waiver and Amendment shall become effective on the date on which each of the Borrower, each of the Guarantors, each of the Specified Lenders constituting the Majority Lenders, the Agent and the Security Trustee shall have executed and delivered a copy hereof.
Task: Classify this clause into ONE of t... | Label: Effectiveness |
7babce7c-3730-41dd-a874-8cbf74bf5949 | Clause:
Set forth on Schedule 6.22 hereto is a true, correct and complete summary of all insurance carried by each Credit Party on and as of the Restatement Effective Closing Date, with the amounts insured set forth therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Insurances |
4101a978-a5f8-4c74-881b-527d02101543 | Clause:
The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any... | Label: Severability |
93954f50-3f92-4e4c-90c9-78a219e4058d | Clause:
THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF COND... | Label: Waiver Of Jury Trials |
eb35d15d-9c90-427d-a296-9f7d4cc1d429 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
9ccd0da8-d379-416f-a142-da98ff1e9bb7 | Clause:
Notwithstanding any provision hereof to the contrary, no sale or Transfer of a Capital Commitment Interest in the Company may be made except in compliance with all Federal, State and other applicable laws, including federal and state securities laws.
Task: Classify this clause into ONE of these types (exactly ... | Label: Compliance With Laws |
18c9d8ff-e94f-49c5-9e19-5b6a279c5379 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. A facsimile copy of this Agreement or any counterpart hereto shall be valid as an original.
Task: Classify this clause into ONE of these ... | Label: Counterparts |
0337668c-924f-41aa-ad67-0178c459117b | Clause:
This Agreement may be executed in several counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Counterparts |
06c16e17-8cbc-4ba1-9010-a3703d40fc42 | Clause:
The Participant acknowledges that the restrictions and duration of the obligations set forth in in Section II 1.1 above are reasonable and no broader than necessary to protect the legitimate business interests of the Related Companies and the goodwill thereof and do not and will not impose an unreasonable burde... | Label: Enforcements |
c3e9d1a0-8571-4af6-ac02-15045ec61300 | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any Subsidiary is subject and all other matters that, in each case, are known to the Borrower as of the Restatement Effective Date and that, as of such date, individually or in the ... | Label: Disclosures |
e5ca08e4-fe43-4b04-9bda-1b2bf787d4e8 | Clause:
(a) This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Governing Laws |
59ffe28f-6466-40bd-b10a-be840863032f | Clause:
Your medical, dental and vision insurance coverage in effect immediately before the date of your Separation from Service will continue to be available to you under the group health plan continuation coverage laws (“COBRA”), for a period of 18 months following the date of your Separation from Service (the “COBRA... | Label: Benefits |
0543380b-63d8-4464-87bc-03d55e0a93e8 | Clause:
Any term of this Agreement may be amended or terminated only with the written consent of the Company and the Purchaser .
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: Amendments |
fc8f2274-b1d3-438c-a585-e4a671e9ff9c | Clause:
On or prior to the Second Restatement Effective Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the projections referred to in Sections 8.05(a) and (c) .
Task: Classify this clause into ONE of these types ... | Label: Financial Statements |
9c5a7726-1244-48a8-a85d-1059a769bd11 | Clause:
You agree that in selling Securities pursuant to the Offering (which agreement shall also be for the benefit of the Issuer or other seller of such Securities) you will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act of 1933 and the Securities Exc... | Label: Compliance With Laws |
1f7ff111-94bc-43f9-871c-4957afa7e148 | Clause:
This Release constitutes the entire agreement between Company and Executive on the subject matters covered herein, and may only be modified in a writing signed by the parties. This Release supersedes all prior agreements and understandings between the parties regarding the subject matters addressed herein. Ne... | Label: Entire Agreements |
9f0f3f58-68bc-4c44-9ee8-cf4881b07af9 | Clause:
This Agreement may be executed in counterparts, all of which when taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Counterparts |
161adf16-80ee-436d-b5f2-8e06de0092de | Clause:
All questions concerning the construction, validity and interpretation of this Amendment and the exhibits and schedules hereto shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or other conflict of law provision or rule (... | Label: Governing Laws |
101378e5-7161-4307-8d0b-f539f84e9ec5 | Clause:
The Executive acknowledges that, in the event that a determination of the enforceability of this Agreement is sought, or any other judicial proceedings are brought pertaining to this Agreement, the Company has the choice of venue and the preferred venue for such proceedings is Cook County, Illinois.
Task: Clas... | Label: Venues |
3542e79e-7ed3-4df5-9413-4a8968bdff83 | Clause:
No failure or delay on the part of Lender in exercising any right, power or privilege hereunder and no course of dealing between Borrower and Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise ther... | Label: No Waivers |
985f4b26-6599-44a7-940b-c83e762804a1 | Clause:
Executive’s employment may be terminated by the Company on account of any Disability (defined below) that has prevented the performance of Executive’s duties for a period of (i) ninety (90) consecutive days or (ii) one hundred and twenty (120) non-consecutive days during any six (6) month period.
Task: Classif... | Label: Disability |
e86bc5c0-21b6-4b6d-931f-3b95891e67db | Clause:
This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, and such counterparts will together constitute one and the same instrument. A facsimile or other electronic transmission of an executed counterpart signature page will be deemed an original.
Task: Classi... | Label: Counterparts |
9b02f1ec-75e7-4547-8d46-bc9ad0cbee6c | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original, but all of which counterparts together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Counterparts |
4697fab9-17d7-4372-b723-408749334122 | Clause:
This Agreement shall in all respects be governed by, and construed in accordance with, the laws (excluding conflict of laws rules and principles) of the State of Utah applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance.
T... | Label: Governing Laws |
236c7347-49a5-4f30-81f4-0fe375d368c8 | Clause:
Tenant waives any statutory rights of termination which may arise by reason of any Condemnation of the Leased Property but such waiver shall not affect any contractual rights granted to Tenant under this Article XV .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Waivers |
6e549109-6379-47b4-8bfd-8025f86a82ea | Clause:
For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire day upon which the Closing occurs. All prorations shall be made on the basis of the actual number of days of the ... | Label: General |
79af777b-c1b4-4c41-85aa-1e08a90e0075 | 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 terms and conditions of the Plan under which the Phantom Units are granted, the provisions of th... | Label: Construction |
f868d2a7-bfc7-4cd6-8b3f-bc020e4391ca | Clause:
Use the proceeds of any Loans in accordance with Section 2.17 or any applicable Incremental Assumption Agreement, as applicable; provided that (y) no part of the proceeds of any Loan will be used in violation of applicable law or, directly or indirectly, for the purpose, whether immediate, incidental or ultimat... | Label: Use Of Proceeds |
b57ba062-27a6-47fc-8416-6098f900c7fb | Clause:
The representations and warranties of the Company and the Buyer and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all of its officers, directors, employees, attorneys, and agents for loss or damage ar... | Label: Survival |
db0ff4c2-2dd7-4333-b4ac-7ff65a090298 | Clause:
The Executive understands and agrees that the Executive’s employment creates a relationship of confidence and trust between the Executive and the Company with respect to all Confidential Information. At all times, both during the Executive’s employment with the Company and after its termination, the Executive w... | Label: Confidentiality |
e089dd5e-761e-42cc-8d10-125d7fee0de6 | Clause:
Except as would not reasonably be expected to have a Material Adverse Effect, each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) a... | Label: Erisa |
53ce416d-cd0d-45db-9ec6-966fb1656014 | Clause:
The Investor agrees to indemnify and hold harmless the Company, its officers, members, employees, nominees, and agents against any damages, claim or liability and the costs of any action or proceeding brought as the result of any untrue representation, warranty or agreement made herein.
Task: Classify this cla... | Label: Indemnifications |
57dc5225-5e66-4b08-81a6-5fb087ef1a61 | Clause:
This APA may be executed in duplicate counterparts of like tenor, each of which shall be deemed an original but both of which taken together will constitute one and the same instrument. Counterpart signatures of this APA that are manually signed and delivered by facsimile transmission; by a uniquely, marked com... | Label: Counterparts |
03a972a9-da34-4e5c-9474-93b944a810e7 | Clause:
Capitalized terms used but not defined herein shall have the meanings set forth in the Standard Definitions attached to the CSA as Annex A .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Definitions |
c99f286e-f098-4c73-9893-a393e3727196 | Clause:
As of the Restatement Effective Date, Schedule 3.14 sets forth the name and jurisdiction of incorporation of each Material Subsidiary and, as to each such Material Subsidiary, the percentage of each class of Equity Interests owned by the Borrower and its other Subsidiaries.
Task: Classify this clause into ONE ... | Label: Subsidiaries |
df34d8e7-af1d-485f-8e03-54375b0dbbfb | Clause:
Proceeds of the Loans shall be used for general corporate purposes of Holdco and its Subsidiaries, including the payment of fees, costs and expenses related to the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Use Of Proceeds |
51896aee-7f02-4d71-9951-9d52bff3c30e | Clause:
Except as disclosed to the Administrative Agent by the Borrower in writing from time to time, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no out... | Label: Subsidiaries |
8d591792-4d8b-4cf5-85fb-96504ada0486 | Clause:
Headings contained in this Debenture are for reference purposes only and shall not affect in any way the meaning or interpretation of this Debenture.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Headings |
2e6cc758-e077-4751-afe0-e3f1e31f8462 | Clause:
The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the New Purchaser hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, Borrower shall not be required t... | Label: Expenses |
03b387cf-5923-44c6-828f-e20c0814d0bb | Clause:
The execution, delivery and performance of the Transaction Documents to which it is a party by the Company and the consummation by the Company of the transactions contemplated hereby and thereby do not, and will not, (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or ... | Label: No Conflicts |
9c7db9f1-f289-4fab-965f-304ff43fd402 | Clause:
The Term Loan Agent represents and warrants to each other Agent that it has the requisite power and authority under the Term Loan Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the Term Loan Secured Parties. The Initial Junior Priority Agent represen... | Label: Representations |
83c70b46-c7e9-41ce-821c-a885c836bf19 | Clause:
Any paragraph, article, and/or section headings or paragraph numbers used in this Agreement are for convenience only and shall not affect the construction of the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Headings |
6571f20d-8029-434e-8151-4057e5c6cba8 | Clause:
Upon the occurrence of any event of default specified in Section 13.1.1 , Section 13.1.2 , Section 13.1.6 or Section 13.1.7 , Landlord will have the option to pursue any one or more of the following remedies without any further notice or demand whatsoever. Upon the occurrence of any other event of default unde... | Label: Remedies |
1f33d07a-d95e-48d8-8448-594582c8ede8 | Clause:
The Company and its Subsidiaries have filed all federal Tax returns and reports required to be filed, and have paid all federal Taxes, assessments, fees and other governmental charges levied or imposed upon them or their Properties, income or assets otherwise due and payable, except those which are being contes... | Label: Taxes |
05fc64a0-1dcb-4276-9d85-8575e7fd86eb | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of... | Label: Governing Laws |
a3891fec-6f53-44fa-b8e4-dfb7b926a794 | Clause:
I further agree: (a) not to disparage the Company, its officers, directors, employees, shareholders, and agents, in any manner likely to be harmful to its or their business, business reputations, or personal reputations; (b) not to voluntarily (except in response to legal compulsion) assist any third party in b... | Label: Representations |
b4c10ef4-eed8-4239-93c0-cfec0891a258 | 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, up to an aggregate of $ ... | Label: Closings |
020d1b63-ad11-4c0c-abc7-7863570e36e5 | Clause:
The Buyer may terminate this Agreement, if at the Closing, the Sellers has failed to comply with all material terms of this Agreement and have failed to supply any documents required by this Agreement unless they do not exist, or have failed to disclose any material facts which could have a substantial effect o... | Label: Terminations |
a32c0c7e-6840-4317-afa2-70923a739489 | Clause:
Notwithstanding any provision herein to the contrary, the Company will require that, prior to payment of any amount or provision of any benefit under paragraph 8 of this Agreement (other than an Accrued Obligation or due to the Executive’s death), the Executive shall within sixty (60) days following the Date of... | Label: Releases |
f26634ec-9f86-4a11-b5f3-030851584924 | Clause:
No Default has occurred or is continuing.
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, Binding Effects, Books, B... | Label: No Defaults |
f556176f-de3a-44bf-a052-bdc85201d5d4 | Clause:
No event or circumstance has occurred and is continuing or exists that constitutes a Default or Event of Default. No Loan Party or Restricted 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 and with... | Label: No Defaults |
d54214c1-68e5-48db-a374-bc0f67fd66e7 | Clause:
Between the date of this Agreement and the Closing, Seller, shall maintain all relevant insurance policies and shall not, without Buyer’s prior written consent: (a) enter into a lease or tenancy or occupancy agreement with respect to the Property or portion thereof, (b) enter into, amend, renew, terminate or e... | Label: Agreements |
aea5adcb-98e5-4482-a250-dc0f781810aa | Clause:
Both before and after giving effect to the transactions contemplated hereby, the Company is Solvent.
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, Autho... | Label: Solvency |
a5177694-c56a-43fa-bfc8-2b4224d7f334 | Clause:
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of South Carolina. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall ... | Label: Interpretations |
bdf56fa4-3002-4cd6-8adc-32e9717fd249 | Clause:
In the event that your employment with the Company or its subsidiaries or affiliates is terminated due to death after December 31, 2016, but prior to the end of the Performance Period, shares of Stock shall be issued on a prorated basis based on actual performance as determined at the first Committee meeting fo... | Label: Death |
7e2f141d-4747-4d55-8549-79917a73fc5a | Clause:
The provisions of this Agreement are severable. In the event any provisions, or parts of any provisions, of this Agreement are found to be unenforceable, the remaining provisions of this Agreement will, at the Company’s discretion, remain enforceable.
Task: Classify this clause into ONE of these types (exactly... | Label: Severability |
92065390-7c6d-4123-89b6-04d058468e22 | Clause:
Employee agrees to cooperate fully with the Employer and to consult with the Employer in connection with the transition of Employee’s responsibilities, and to provide information as needed by the Employer from time to time on a reasonable basis, including, but not limited to, cooperation in connection with liti... | Label: Cooperation |
6a92ec7d-1213-498e-aa89-bdc01ccf9a08 | Clause:
Each Subtenant Guarantor shall promptly give notice to Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Notices |
e76adb77-3977-4249-a678-0fe4f5887bd6 | Clause:
The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations thro... | Label: Withholdings |
d972d8ef-ebab-46c6-a6be-24646836d71a | Clause:
The Administrative Agent and the Borrower shall determine the effective date of any Incremental Increase (the “ Increase Effective Date ”), which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent shall promptly n... | Label: Effective Dates |
e3cb8f40-d29e-4af0-a955-8d4b7199362d | Clause:
Except with respect to Tax matters (as to which the sole and exclusive representations and warranties of the Company are set forth in Section 2.6(d) , Section 2.14 and Section 2.15 , the Target Companies are in compliance with applicable Law in all material respects. Since January 1, 2015, the Target Companies... | Label: Compliance With Laws |
74c00e1e-67e0-4241-b9e7-f048c82fdf31 | Clause:
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the 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, As... | Label: Defined Terms |
c37e8acc-d5e7-401f-9aab-3ac3c6603a2e | Clause:
The Directors shall not receive any compensation from the Company for their service as Director s. The Company shall reimburse the Directors for their reasonable out-of-pocket expenses in connection with serving as Directors, including any travel, lodging and other costs of attendance at meetings of the Board.... | Label: Expenses |
ec6f90f9-0e06-436f-8291-8a91120c118f | 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 contract, and shall become effective as provided in Section 9.03. Delivery of an executed signature page of this Agreement by email or facsimile tr... | Label: Counterparts |
14218e23-ad5f-4c07-b403-fc8e71dc09fb | Clause:
Acceptance of this agreement may be executed in any number of counterparts, each of which when delivered shall be deemed an original and all of which together shall constitute one and the same document. Signatures may be made by facsimile transmission.
Task: Classify this clause into ONE of these types (exact... | Label: Counterparts |
554a40fe-991e-4413-aeba-d34778ea1fb0 | Clause:
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a... | Label: No Conflicts |
35157f0b-2ecb-4fce-8b09-b23c285abd31 | Clause:
This Agreement is personal to Executive and shall not be assignable by Executive. This Agreement shall inure to the benefit of and be enforceable by Executive and Executive’s legal representatives and heirs. The Executive hereby consents to the assignment of this Agreement to any successor or assign of the Comp... | Label: Assignments |
4c4f8733-41e4-4522-8ce7-784e07047649 | Clause:
EXCEPT AS EXPRESSLY PROVIDED UNDER SECTION 3 AND SECTION 4, EACH PARTY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER. EACH PARTY HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Task: Classi... | Label: Warranties |
ad2f59da-1111-4692-ba3f-a12409dc8b88 | Clause:
This Agreement supersedes any previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise o... | Label: Integration |
22d4480e-b946-4063-8600-bda58c7d5ea3 | Clause:
Each Borrower agrees to indemnify, defend and hold harmless the Lender and its equity holders, officers, managers, employees and agents from and against any damages, claims, liabilities, costs, expenses and/or other losses, including, without limitation, attorney’s fees and court costs, arising out of or otherw... | Label: Indemnifications |
4a752593-37ec-4e84-9511-1da8b13c717b | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before March 4th, 2016; pr... | Label: Terminations |
4421258d-692b-4c0a-a3de-4ea8d838f972 | Clause:
Neither the Borrower nor any Subsidiary thereof is in default under or with respect to any Material Indebtedness that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: No Defaults |
26f94289-dca0-44d6-9598-dcdec3a8c336 | Clause:
Notwithstanding the provisions of Section 3, the Executive’s employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Terminations |
3b3828b5-cffc-44e1-aee3-f7be64b5965e | Clause:
Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest under the Service Contracts, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations under the Service Contracts arising following the Effective Date.
Task: Classi... | Label: Assignments |
3776f9ee-dae5-49fe-8a1d-5188222734da | Clause:
Employee shall be entitled to participate in such vacation, life insurance, medical, dental, pension, supplemental disability, retirement plans and other programs as may be approved and amended from time to time by Employer for the benefit of its employees, subject to Employee’s satisfaction of the eligibility ... | Label: Benefits |
b60275ab-679e-4078-b0e5-0e8a172592af | Clause:
Collaborator and Regeneron shall each bear all expenses of its JRC members related to their participation in the JRC and attendance at JRC meetings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Expenses |
0b5d339c-e437-438e-a5f4-79f692ebf488 | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE BASE INDENTURE, THE GROUP I SUPPLEMENT, THIS SERIES 2016-1 SUPPLEMENT, THE SERIES 2016-1 NOTES OR THE TRANSACTIONS... | Label: Waiver Of Jury Trials |
fdc0e5ef-8877-43d9-bc86-b41b1abd66ce | Clause:
On the date hereof, the only Subsidiaries of Borrower or any Guarantor are set forth on Schedule 4.01(a) annexed hereto. All of the Equity Interests of such Subsidiaries shown as owned by Borrower or any Guarantor on Schedule 4.01(a) are owned by Borrower or such Guarantor, free and clear of any mortgage, pledg... | Label: Subsidiaries |
5307ff19-51fb-4066-a58b-cb81337bd908 | Clause:
Costs and expenses incurred in the administration of the Plan and maintenance of Accounts will be paid by the Company, including annual fees of the Custodian. The Participant shall be solely responsible for any fees, costs and commissions imposed by the Custodian for the withdrawal, transfer or sale of Stock a... | Label: Costs |
94635baf-db28-4813-8bac-6512e19b895c | Clause:
The headings of the various sections and subsections of this First Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Construction |
34012101-0b71-469a-a8fa-0140257b168a | Clause:
This Agreement and all Legal Proceedings (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the actions of the Parties in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance w... | Label: Governing Laws |
38e7cc5c-99fe-4e00-b617-46065a552456 | Clause:
The Plan shall be governed by and construed in accordance with the internal laws of the State of Maryland without reference to the principles of conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Governing Laws |
63025a00-8765-4dfa-bad3-4c6bbacd787d | Clause:
The Borrowers hereby further agree to indemnify the Credit Parties, the Arrangers and each of their respective Affiliates, and each of the directors, officers, employees, advisors, representatives, attorneys and agents of the foregoing (all such persons, “ Indemnitees ”) against all losses, claims, damages, pen... | Label: Indemnity |
876cffbc-c524-495c-896b-b55a16019622 | Clause:
FCRE OP and FCRE shall have performed all obligations to be performed by them, and complied with their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Agreements |
e5003499-3625-4395-87f2-00ee82f79757 | Clause:
The Company hereby employs the Employee, and the Employee hereby accepts employment with the Company, beginning on March 9, 2015 (the "Start Date"), until termination of this Agreement in accordance with the provisions of Paragraph 6 of this Agreement (the "Term").
Task: Classify this clause into ONE of these ... | Label: Terms |
20d2c485-66c4-461f-98d1-f89e910e58c5 | Clause:
Except as may be provided in an Award Agreement, Other Share-Based Awards may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Plan Administrator. Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance with procedures established ... | Label: Payments |
03f8f56b-860d-4039-9829-d6a6dea00af2 | Clause:
In the event of any dispute or claim relating to or arising out of Executive’s employment relationship with Company, this Agreement, or the termination of Executive’s employment with Company for any reason, Executive and Company agree that all disputes shall be fully resolved by confidential, binding arbitratio... | Label: Arbitration |
909659b1-d270-45f8-8b2b-451fba9d0929 | Clause:
Any representation or warranty made by Issuer to the Noteholder herein is incorrect in any material respect on the date as of which such representation or warranty was made.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Warranties |
58feae8e-47f0-49d4-b75b-528bc369d4be | Clause:
Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to Holder to his or her address shown in the Company records, and to the Company at... | Label: Notices |
3fe2b3d8-c75e-4ff4-a6d9-23b0ebef2d10 | Clause:
As of the Funding Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 1(a) of the Perfection Certificate and all of the outstanding Equity Interests in such Subsidiaries that are Collateral have been validly issued, are fully paid and non-assessable and are owned by a Lo... | Label: Subsidiaries |
55891a0e-3c8d-4fd5-be60-9c3b55331308 | Clause:
The second sentence of Section 5.1 of the Agreement is hereby deleted.
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, Benefi... | Label: Fees |
c8ed37b4-0c03-4a83-aa23-ef460d051af7 | Clause:
The headings and captions used in this Waiver are used for convenience only and are not to be considered in construing or interpreting this Waiver.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Headings |
69b3b74e-8e11-4796-b670-fa8c09953e4f | Clause:
During the Term, Executive shall be eligible to participate in employee benefit plans, programs and arrangements (including perquisite and fringe benefit arrangements) maintained for executives of the Company (including standard health and welfare benefits and a 401(k) plan), consistent with the terms thereof, ... | Label: Benefits |
b383c355-f1d3-407c-a453-2c6ab40db4db | Clause:
Any notice, request, demand or other communication required or permitted herein will be deemed to be properly given when personally served in writing, by email or when deposited in the United States mail, postage prepaid, addressed to Executive at the address (or email address) last appearing in EVINE Live’s pe... | Label: Notices |
bb58769e-de39-4431-92ca-25f1a33d13b9 | Clause:
Such Partner is (i) organized, validly existing and in good standing under the laws of the jurisdiction of its formation and (ii) authorized and qualified to enter into and to perform fully all of its obligations arising under this Agreement and the Person signing this Agreement on behalf of such Partner has be... | Label: Authorizations |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.