id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
0524aa14-4231-4447-a2ee-5538d40680ce | Clause:
This IP Security Agreement, the PPPFA and the other Transaction Documents constitute the entire agreement between Grantor and the Secured Party with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. ... | Label: Entire Agreements |
b47ad2c7-1f66-42eb-965d-7b064941959f | Clause:
There are no, and since the date of the Company’s incorporation, there have not been any, Actions or Proceedings pending or, to the Company’s knowledge, threatened, against or affecting the Company (or pending or, to the Company’s knowledge, threatened against or affecting any of the officers, directors or empl... | Label: Litigations |
3d194b4c-e923-4907-ae63-76b3bef931cb | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
52895770-18b2-44e7-8f8d-9202bf6c8206 | Clause:
It has been duly organized or incorporated in, and is validly existing as a corporation, exempted company, partnership or limited liability company, as applicable in good standing under the Laws of its jurisdiction of organization or incorporation, with power and authority to own its properties and to conduct i... | Label: Organizations |
1b14a7c7-0801-403e-a2b7-083e25e998a4 | Clause:
As of the date hereof, no Loan Party has any Subsidiaries or JV Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 . All of the outstanding Equity Interests in such Subsidiaries and JV Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan... | Label: Subsidiaries |
fa570aab-5bb6-4774-96c9-70946149f508 | Clause:
No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. None of the parties hereto sha... | Label: No Waivers |
f38ac6f4-9283-43d1-99e8-4fcf0e44feea | Clause:
Pursuant to this Agreement, Executive shall render services to the Company as its Chief Operating Officer. Executive shall perform such duties and responsibilities as are normally related to such position in accordance with the standards of the industry and any additional duties now or hereafter assigned to Exe... | Label: Positions |
7309b6fe-78ef-4e66-a036-95101f8ae890 | Clause:
Notwithstanding anything to the contrary contained in any employment agreement, severance agreement or Change in Control agreement between the Company and the Employee, if a Change in Control of the Company occurs prior to the Maturity Date and while the Employee is in the employ of the Company, then the contin... | Label: Change In Control |
a22ee07d-0f61-4d39-af84-2f74c7f3cb70 | Clause:
The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other... | Label: Severability |
42c3ce96-e6cc-4d7a-ba63-d8f7e619f041 | Clause:
No Default or Event of Default shall have occurred and be continuing or would result from the funding of the Loan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: No Defaults |
b90d15dd-c3bf-4218-b803-05ef7bfddbf6 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or a Disqualified Lender (each, a “ Participant ”) in all or a portion of s... | Label: Participations |
0f942e03-5763-470c-bb58-436c8bf9f0b9 | Clause:
Borrower shall not and shall cause each other Loan Party not to create or suffer to exist any Liens upon or with respect to, any Collateral except for Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Liens |
c44f1865-74ef-4517-b4bb-5b39569b8283 | Clause:
This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of t... | Label: Amendments |
68e325e1-9478-4308-9e2e-0c47c19c3578 | Clause:
Executive and the Company hereby covenant and agree that all intellectual property of any kind, whether now or later created, developed or produced, developed by Executive, whether directly or indirectly, in connection with services rendered by Executive for or on behalf of the Company, or from the use of premi... | Label: Intellectual Property |
c033dcdd-62ba-455a-aea5-beeb41f31bf0 | Clause:
In the event of the expiration or earlier termination of this Agreement, Owner shall preserve all books and records, files and correspondence remaining at the Hotel in accordance with Owner's record retention guide then in effect after the expiration or termination of this Agreement, and Owner shall provide acc... | Label: Records |
51c4f1e5-b680-40b1-b514-7cf1a875741d | Clause:
Section 8.09 Compliance with Laws. The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except (other than with respect to Anti-Corruption Laws, applicable AML Laws and applicable Sanctions) w... | Label: Compliance With Laws |
2c339166-f464-4a4d-a3e9-0452fa834345 | Clause:
Each Party will obtain and maintain insurance during the Term and for a period of at least [...***...] after the last commercial sale of any Licensed Product for which it is responsible, with a reputable, solvent insurer in an amount appropriate for its business and products of the type that are the subject of ... | Label: Insurances |
036473a6-80b8-4597-a1d3-c16665fdedab | Clause:
This Agreement shall be governed in all respects, including 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 or of any other jurisdiction to... | Label: Applicable Laws |
8eba40c0-0db6-4e23-b3c2-bf84e8fc2784 | Clause:
The Parties agree that (a) the Nomination and Standstill Agreement has terminated and (b) neither the Corporation, the PW Group Shareholders or the HG Vora Group Shareholders (individually or collectively) has any rights, claims (including under Section 2 thereof) or obligations under or pursuant to the Nominat... | Label: Terminations |
2f0c1e74-dd0b-437d-a296-96b8c19fd849 | Clause:
All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and a... | Label: Fees |
a504cf1a-20ec-4eeb-ab85-28ef13645b7b | Clause:
Each REO Subsidiary Interest and Transaction Subsidiary Interest complies in all respects with, or is exempt from, all applicable requirements of federal, state or local law relating to such REO Subsidiary Interest or Transaction Subsidiary Interest.
Task: Classify this clause into ONE of these types (exactly ... | Label: Compliance With Laws |
16c8ee89-9c0c-4792-aab9-c09df59e5a2c | Clause:
This Agreement is being delivered in and shall be deemed to be a contract governed by the laws of the State of Wisconsin and shall be interpreted and enforced in accordance with the laws of that state without regard to the principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exa... | Label: Governing Laws |
b8360de6-8aac-40cd-b7df-a6d390d954f1 | Clause:
This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Illinois without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Illinois.
Task: Classify this clause into ONE of these type... | Label: Governing Laws |
5e2b0421-179b-48e1-a733-757a512e3b97 | Clause:
At Owner’s expense, Manager shall engage reputable counsel for the benefit of Owner, who shall be approved by Owner, to advise on all legal matters and to conduct all legal proceedings (other than those conducted by the Property’s insurance carrier) affecting the Property. Manager shall give prompt and timely ... | Label: Litigations |
166e2d25-8892-49f5-8b5e-a567ccb9b434 | Clause:
Neither this Agreement nor any other Loan Document may be amended, changed, waived, discharged or terminated, nor shall any consent or approval of Lender be granted hereunder, unless such amendment, change, waiver, discharge, termination, consent or approval is in writing signed by JPP or such other Lender as m... | Label: Modifications |
6fadc6ef-39c8-4768-b612-8fcc8949a171 | Clause:
During the Term of Executive’s employment with the Company, and as set forth in the Offer Letter between the Executive and the Company dated September 26, 2016 (the “Offer Letter”), Executive shall devote 100% of his best efforts and full business time and energies to the business and affairs of the Company, an... | Label: Representations |
fc15f786-cb10-4274-b6ca-ddab950a0ae6 | Clause:
To be effective, any notice, consent, or communication required or permitted to be given in connection with this Agreement must be in writing and personally delivered or sent by messenger, fax, overnight courier, electronic mail, or certified mail and when to the Company, addressed to Spotlight Innovation Inc. ... | Label: Notices |
e3ccbe15-5a06-4d58-9dbf-89d82b05209b | Clause:
The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions involving aggregate consideration in excess of $2,500,000 with, any of its... | Label: Transactions With Affiliates |
2113c876-37e1-4d73-9b2a-fd08e6cd9962 | Clause:
Whenever used in this Agreement, the singular number will include the plural, and the plural number will include the singular, and the masculine or neuter gender shall include the masculine, feminine, or neuter gender. The headings of the Sections of this Agreement have been inserted for purposes of convenienc... | Label: Construction |
64b7428b-ddc0-4bb4-8c86-3eecb325912f | Clause:
All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to a Guarantor, mailed or delivered to it, addressed to it at the address specified on the signature page of this Agreement, if to the Administrative Agent or any Lender, mailed or delivered to it, address... | Label: Notices |
be351291-19b5-4009-b090-d8757c96c6e4 | Clause:
No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto, except that PEG Inc. shall be enabled to assign its rights hereunder to an affiliate that agrees to be bound to the terms hereof; provided , that subject to the foregoing, this... | Label: Assignments |
1b04e502-1154-4475-9f55-37c820dcaf8c | Clause:
Any amounts payable by a Guarantor under this Section 14 or otherwise under this Guaranty if not paid upon demand shall bear interest from the date of such demand until paid in full, at a fluctuating interest rate per annum at all times equal to the Default Rate applicable to Base Rate Loans to the fullest exte... | Label: Interests |
91c4cb38-1deb-438b-9796-597e37f96639 | Clause:
Subject to the terms and conditions of this Agreement, including, but not limited to, the provisions for termination set forth in Section 5 hereof, the employment of the Employee under the Original Employment Agreement commenced on the Effective Date, continued through the Initial Term (as defined in the Origin... | Label: Terms |
f460d8fc-07d7-4d24-b0dd-74a44c6f767d | Clause:
Executive is hereby employed on the Effective Date as the Senior Vice President, General Counsel & Secretary of the Company. In such capacity, Executive shall have the duties, responsibilities and authority commensurate with such position as shall be assigned to him by the Chief Executive Officer of the Company... | Label: Employment |
fc077c4d-e28c-43ba-a53d-18b8f555c8b4 | Clause:
Executive agrees that following the termination of his employment, Executive will cooperate in all reasonable respects with the Company and its affiliates in connection with (i) any and all existing or future litigation, actions or proceedings (whether civil, criminal, administrative, regulatory or otherwise) b... | Label: Cooperation |
46294215-ce4e-445c-9892-0e3687e69d63 | Clause:
None of the Parties has received notice that they would be, with the passage of time, in default or violation of any term, condition, or provision of: (i) their Articles of Incorporation or Bylaws (or Articles of Organization or Operating Agreement); (ii) any judgment, decree, or order applicable to any of the ... | Label: No Defaults |
b7a18377-baec-40ff-8f5b-e3b5122c59d3 | Clause:
Any notice necessary under this Agreement shall be addressed to the General Counsel of the Company at its principal executive office and to the Employee at the address appearing in the personnel records of Company for Employee or to either party at such other address as either party hereto may hereafter designa... | Label: Notices |
074ac195-7f6f-4f97-bfc9-5f5eb5c392b4 | Clause:
This Agreement may be executed through the use of separate signature pages or in any number of counterparts and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, not withstanding that all parties are not signatories to the same counterpart. Electronic copies of ... | Label: Counterparts |
691c661d-d230-40d0-bcd3-43704bc6f046 | Clause:
The Borrower agrees to fully indemnify, defend and hold the Lender harmless from any and all losses, costs, charges, damages, penalties or expenses, of any nature whatsoever, that the Lender may suffer, sustain or incur as a consequence of any Event of Default (as defined in the Note).
Task: Classify this clau... | Label: Indemnity |
d57ab41e-9cf0-45cc-be39-55b7aca3ecdb | Clause:
Any notice to be given to the Company hereunder shall be deemed sufficient if addressed to the Company and delivered to the office of the Company 600 East Greenwich Avenue, West Warwick, Rhode Island 02893 or such other address as the Company may hereafter designate. Any notice to be given to the Holder hereund... | Label: Notices |
2680f9c5-118e-471e-ab3f-d537cb89e95a | Clause:
The Company may assign its rights and obligations under this Agreement to any subsidiary or affiliate of the Company or to any acquirer of substantially all of the business of the Company, and all covenants and Agreements hereunder shall inure to the benefit of and be enforceable by or against any such assignee... | Label: Assignments |
585816e1-dbd0-489a-b46a-abcb54b760f8 | Clause:
By the date of this Agreement, the Executive shall return all Company property he then has in his possession or control, including but not limited to all equipment, confidential information, records, and files, regardless of format or storage location.
Task: Classify this clause into ONE of these types (exactl... | Label: Records |
373bec50-92d1-450c-a1e6-534ccaa677ed | Clause:
Executive agrees not to criticize, make any negative comments about or otherwise disparage UnitedHealth Group or those associated with it, whether orally, in writing or otherwise, directly or by implication, to any person or entity, including UnitedHealth Group customers or agents. The foregoing shall not prohi... | Label: Non-Disparagement |
17c0828b-d279-49af-97a1-d38dbf52434d | Clause:
The Company hereby employs Executive, and Executive hereby accepts employment, as President and Chief Executive Officer of the Company, subject to the terms and conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Employment |
16295a03-d101-4dd7-b9f9-5be357a157dc | Clause:
The Article and Section headings of this Agreement are for convenience only and in no way limit or enlarge the scope or meaning of the language of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Headings |
8d39e33d-40d8-4e24-a9d3-d96563c21717 | Clause:
The Company shall indemnify Executive and hold Executive harmless in connection with the defense of any lawsuit or other claim to which he is made a party by reason of being an officer or employee of the Company, to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of t... | Label: Indemnifications |
573fc2ed-0227-4429-aebe-1cab3da2d576 | Clause:
Notwithstanding anything to the contrary herein, it is expressly understood that Guarantor’s liability under this Guaranty, and the remedies available to PE Member to enforce payment and performance of the Guaranteed Obligations, shall be subject to the limitations on the liability of Developer, R/O Member and/... | Label: Remedies |
0c4624d4-bc28-49db-a997-a82b93399018 | Clause:
Except as set forth on Schedule 3.6 , as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation or governmental proceedings pending against, or to Borrower's Knowledge threatened against or affecting, Borrower, and there is no Litigation or governmental proceedings pe... | Label: Litigations |
9bc2ea6f-1fc6-4abd-b873-5b197babea9e | Clause:
Each Party hereby acknowledges and agrees that the failure of the other Party to perform its respective agreements and covenants hereunder, including any failure to take all actions as are necessary by such Party to consummate the transactions contemplated hereby (to the extent required to be taken by such Part... | Label: Remedies |
2ab1dc9e-de8a-4e1b-a1db-76cca7ab84f9 | Clause:
Together with the promises and covenants made in the Employment Agreement and subject to the limitations set forth therein, which are incorporated herein by reference, this Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior agreements or understandings between t... | Label: Entire Agreements |
45cb2318-984a-4905-83ef-413f89030509 | Clause:
Except as otherwise provided herein, each of the parties hereto shall bear its respective expenses incurred or to be incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly... | Label: Expenses |
d53acf09-7061-4a03-901a-60fd25f2231d | Clause:
Except as set forth on Schedule 3.1(h) hereto, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under Section 15(d) of the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or... | Label: Financial Statements |
5092728f-7108-4b15-b8a8-a686b6ab4864 | Clause:
Should the Closing occur, the remedies provided for in this ARTICLE IX shall be the sole and exclusive remedies of any Indemnified Party in respect of Losses arising out of this Agreement, the Ancillary Agreements, the Purchased Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities or t... | Label: Waivers |
784dcc5a-3071-466a-8f1f-b546a3a618ba | Clause:
Executive has previously entered into the Company's standard form of Indemnification Agreement, attached hereto as Exhibit B, providing indemnification to Executive to the maximum extent permitted by law, and in accordance therewith, the Company has agreed to advance any expenses for which indemnification is av... | Label: Indemnifications |
18db3454-3f26-4408-b58d-ae0ce7ef6401 | Clause:
Upon the payment in full in cash of all Obligations under the Notes (other than the obligations that are intended to survive the termination of the Notes, as the case may be) or the conversion of the Notes into equity securities of Debtor pursuant to the terms of the Notes, and subject to Section XI ( B ) herei... | Label: Terminations |
a0bd8a70-8107-40fd-9472-e1c3980fc8bc | Clause:
Notwithstanding anything to the contrary in any document evidencing any Junior Debt, Junior Creditor agrees and covenants that the Junior Debt is and shall be subordinate in right of payment to the prior payment in full of the Senior Debt to the extent set forth in this Agreement. The Senior Debt shall not be ... | Label: General |
ce677892-1582-412e-b5af-c08fe4305e76 | Clause:
In addition, each of the Lenders hereby indemnifies the Administrative Agent (to the extent not reimbursed by the Loan Parties), ratably according to their Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or dis... | Label: Indemnifications |
67b8c783-0007-4924-a2d0-c38ee23d5ac5 | Clause:
Such Purchaser understands and acknowledges that the Purchased Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws, and that the Company is relying in part upon the truth and accuracy of the representations, warrantie... | Label: Warranties |
de0b760e-4fbb-4abe-8134-e37fecd9a367 | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees... | Label: Transactions With Affiliates |
736cce42-45d1-465c-ab46-151d02101af9 | Clause:
Company and each Subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Company and each Subsidiary are engaged, including but not limited to directors and officers insurance coverage at ... | Label: Insurances |
3203f686-b99e-4923-b350-ca0a6e0e2b65 | Clause:
At any time or from time to time after the Closing, at Buyer’s request and without further consideration, Seller shall: (i) execute any documents necessary to perfect the assignment of any and all IP Rights, (ii) execute and deliver to Buyer such other instruments of sale, transfer, conveyance, assignment and c... | Label: Further Assurances |
b64847ca-98e2-4cd0-a285-6495caae5a24 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of (i) 150,000,000 shares of Common Stock, par value $0.001, of which as of the date hereof, 61,900,255 shares are issued and outstanding, zero shares are held as treasury shares, 20,777,180 shares are reserved for future issuance pursu... | Label: Capitalization |
522e932c-6358-481d-99a0-9f92e1b2142e | Clause:
The Company does not own directly or indirectly, any equity or other shares in any company, corporation, partnership, joint venture or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Subsidiaries |
809f4b4c-970b-4393-a212-2dcb8fff2345 | Clause:
Not create or suffer to exist any pledge, security interest, hypothecation, assignment, encumbrance, or lien (collectively, a “Lien”) on any of the collateral pledged under the Security and Pledge Agreement other than those Liens which are subordinate to the liens granted under the Security and Pledge Agreement... | Label: Liens |
602c2245-f64e-480c-95c5-92e5ea24543f | Clause:
Notify Agent and Lenders in writing, promptly after Borrower’s or any Borrowing Base Guarantor’s obtaining knowledge thereof, of any of the following that affects an Obligor: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if the foregoing could reasonably... | Label: Notices |
d2aa20b1-88b3-41e1-867e-8d22bbcbe5ed | Clause:
The Executive shall not at any time (whether during or after Executive’s employment with the Company) make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on the Company or any of its affiliates, except for truthful statements t... | Label: Non-Disparagement |
784581a7-4d82-4411-a380-8663ae094b77 | Clause:
The various Article, Section, and Paragraph headings in this Agreement are included herein for convenience of reference only, do not constitute a part of this Agreement for any other purpose, and shall not be considered in interpreting this Agreement.
Task: Classify this clause into ONE of these types (exactly... | Label: Headings |
ee39b99f-9b6c-4c58-b28a-5f7fe4cb9a24 | Clause:
Any notice or other communications required or permitted under this Agreement will be sufficiently given if delivered in person, transmitted by facsimile, or sent by registered or certified mail, postage prepaid, or recognized overnight courier service addressed as provided in the Merger Agreements, or to such ... | Label: Notices |
ff3bf07a-85ea-4d3c-bd62-1d0e8a858d2f | Clause:
You will be eligible to receive 200 hours of paid vacation per calendar year, which will be prorated for 2016.
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: Vacations |
0bcdf823-41b9-415b-b1b0-d6acda3013f4 | Clause:
Except as expressly provided by this Article IX , no Partner shall transfer all or any part of its Partnership Interests to any Person without first obtaining the written approval of each of the other Partners, which approval may be granted or withheld in their sole discretion.
Task: Classify this clause into ... | Label: General |
627ec335-99f2-404a-9532-972dd8c5a82a | Clause:
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and either of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page to this Agreement by facsim... | Label: Counterparts |
7731340e-94f7-4632-981b-2fb37cdabf47 | Clause:
Borrower shall provide prompt written notice to Lender if at any time the Credit Parties fail to comply with any of the covenants in Section 11 herein. In addition, Borrower shall, within such period of time as Lender may reasonably specify, deliver to Lender such other schedules and reports as Lender may re... | Label: Notices |
f161ba1a-4361-4a99-958d-8722e9123aaa | Clause:
The execution, delivery and performance of this Seventh Amendment and the other Credit Documents to which Borrower is a party by Borrower, the borrowings thereunder by Borrower and the use of the proceeds thereof will not violate any Applicable Law, any material Mine Document or any Organizational Document of B... | Label: No Conflicts |
770e0776-76b8-41db-83d8-0a6270b2d093 | Clause:
This Agreement, including the exhibits attached hereto, constitutes the entire agreement between Buyer and each Seller pertaining to the express subject matter hereof and supersedes all prior agreements, understandings, letters of intent, negotiations and discussions, whether oral or written, of the parties, an... | Label: Entire Agreements |
d8d617bd-6e97-46b9-8735-f8897d53cb47 | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the ... | Label: Integration |
f1ce7ed4-0cad-4ec7-a02e-8c7fa0e42d44 | Clause:
The Borrower Parties will use the proceeds of the Loans, together with cash on hand of Holdings and its Subsidiaries, on the Effective Date to directly or indirectly finance a portion of the Transactions. Following the Effective Date, Holdings and its subsidiaries will use the proceeds of (i) any Incremental Lo... | Label: Use Of Proceeds |
5a1b6c77-1175-42e8-9bb6-5fe249734d68 | Clause:
Except as identified on Schedule 1.1(c) , each Loan Party owns good and, in the case of real property, marketable title to all of the properties and assets, real and personal, tangible and intangible, of any nature whatsoever which are material to its business (including patents, trademarks, trade names, servic... | Label: Liens |
c30a875d-107a-4b22-ae7d-300baaa4986b | Clause:
The sole purpose of the Company and nature of the business to be conducted by the Company is to own, administer, operate, hold, develop, lease, manage, acquire, maintain, finance, refinance, renovate, market, sell and otherwise deal with and dispose of Company Assets. The Company shall have the power and autho... | Label: Powers |
66f6d839-1398-4bed-aa68-297c8a85fa23 | Clause:
No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available at law or in equity.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Remedies |
7b497d94-48a6-4f33-8e54-486cafc6dcfa | Clause:
Failure by Landlord to declare an Event of Default upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such Event of Default, but Landlord shall have the right to declare such Event of Default at any time after its occurrence. To be effective, a waiver of any provisio... | Label: Waivers |
547f7d22-8347-4382-803b-9c11d4bcf8c9 | Clause:
Company confirms that neither it nor any other person or entity acting on its behalf has provided JGB or its counsel with any information that constitutes or might constitute material, nonpublic information. The Company will disclose the material terms of this Agreement and the transactions contemplated hereby ... | Label: Disclosures |
753a9d4a-2256-4a12-ac87-9fe26efe44d1 | Clause:
Your title will be Chief Operating Officer. You will report directly to me in my capacity as Chief Executive Officer of the Company. Your starting date will be on or before August 1, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Titles |
028799f8-6552-4408-9d4f-0466f0298f8c | Clause:
All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees, Administrative Agent's Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to 1:00 p.m. on the date when due without presentment, demand, protest or notice of any ki... | Label: Payments |
5a62a022-6699-4cf3-8c71-81226d5861cc | Clause:
Neither Agent’s nor any Credit Facility Lender’s failure, at any time or times, to require strict performance by Borrower of any provision of any Loan Document, nor Agent’s or any Credit Facility Lender’s failure to exercise, nor any delay in exercising, any right, power or privilege under this Agreement, (a) s... | Label: No Waivers |
4b3c308e-9f8e-4ecf-b4a4-ace0d5c95cfd | Clause:
The Borrower will, and will cause each Subsidiary to, use the proceeds of the Credit Extensions for general corporate purposes. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Loans to purchase or carry any “margin stock” (as defined in Regulation U). The Borrower wil... | Label: Use Of Proceeds |
b2d48a68-a018-45bb-9a9f-fa59d9718f5c | Clause:
Seller and Purchaser agree that for United States federal income tax purposes, (i) any and all Purchased Receivables remitted by Seller to Purchaser pursuant to Section 6.2(a) or otherwise under this Agreement shall be treated as received by Seller as agent for Purchaser, and (ii) any and all amounts remitted b... | Label: Taxes |
1fea83e8-4056-4e80-958d-61752d5454fb | Clause:
Written notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company within the meaning of this Section 4, stating a payment date and the place where the distributable amounts shall be payable, shall be given by mail, postage prepaid, no less than forty-five (45) d... | Label: Notices |
f41c711c-071a-41c7-8aef-4eb952002a57 | Clause:
The Company and its Affiliates jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each director, officer, and employee against any and all liabilities, losses, costs, or expenses (including legal fees) of whatsoever kind and nature that may be imposed on, incurred by, or... | Label: Indemnifications |
00f337b3-3b4e-4105-a772-1bb5ce9e0a6d | Clause:
This Agreement shall take effect as a deed on the date (the “ Effective Date ”) on which (i) the Borrower, the Guarantor, the Agents and each of the Lenders who are initially parties hereto shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to t... | Label: Effectiveness |
a11d56e6-f6eb-4d2c-9590-59c6490cc465 | Clause:
It is intention of the parties and it being expressly understood that this Agreement and the rights hereto are expressly governed by and are to be enforced in accordance with the laws of the State of Connecticut (but not its conflicts of law provisions), except to the extent that the UCC provides for the applic... | Label: Governing Laws |
25dc3802-761b-4290-8629-c5d1058261d5 | Clause:
Unless extended by mutual, written agreement of the Co-Venturers pursuant to Section 7(a)(xiv) hereof, this Agreement shall continue from the Effective date until the earlier to occur of one of the Terminating Events specifically set forth in Section 16.1 hereof (such period in totality, the “ Term ” ).
Task: ... | Label: Terms |
2ff9640a-63bd-4aa2-9679-ca53e7f09d6f | Clause:
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Governing Laws |
a9f351f1-809c-4edc-904e-0bc666c1ed8d | Clause:
In connection with the Debt, the parties, by entering into this Conversion Agreement, agree to execute all agreements and other documents as reasonably requested by the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Further Assurances |
dce995c8-12a1-4801-abf0-d9e1e359294d | Clause:
Neither the execution and delivery by any Credit Party of the Loan Documents to which it is a party, nor the consummation by the Borrower of the transactions therein contemplated, nor compliance by any Credit Party with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, in... | Label: No Conflicts |
cee8d356-9e27-46de-95d1-332a79250404 | Clause:
Notwithstanding any limitation under this Guarantee, the Administrative Agent shall be entitled to further pursue in court payment claims under this Guarantee granted by the respective German Guarantor if it disagrees with the Auditor's Determination by claiming in court that demanding payment under the German ... | Label: No Waivers |
7f90f2cf-2403-4d3d-97e1-93d8051fa6fd | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (c) delivered b... | Label: Notices |
a94ab16a-5173-42ff-9581-6d36a62a77d4 | Clause:
Options awarded pursuant to this Section 5 shall vest in the manner determined by the Board with respect to such award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Vesting |
22e38e92-3bc6-4c4c-9d28-8323c70d8a9e | Clause:
EACH GRANTOR, THE COLLATERAL AGENT AND EACH OTHER SECURED PARTY, BY ACCEPTANCE OF THE BENEFITS HEREOF, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Task: Classify this clause... | Label: Waiver Of Jury Trials |
ecab1982-b471-4dcd-aa3e-0c8688cf5d37 | Clause:
Each exception stated in the Schedules attached hereto shall be deemed to be disclosed under any Section of Article III or Article V specifically identified therein and any other Section or Sections to which such disclosure relates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Disclosures |
32657ae2-cb74-4a01-9a7c-dd10519244b1 | Clause:
Solely in the event that Borrower shall have compiled with all its obligations herein and reimbursed Lender for all professional fees and expenses incurred and unpaid in connection with the Existing Credit Agreement as amended hereby, in each case, on or before December 31, 2017, the Lender shall waive the Spec... | Label: Agreements |
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