id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
bf7d6803-481d-41a8-bbe7-fb695851ba13 | Clause:
This Agreement may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electro... | Label: Counterparts |
933d5233-9caf-4f8f-8550-97841002a9a9 | Clause:
Each of the Parties will, at their own respective expense (and not subject to cost sharing hereunder) procure and maintain during the Term, insurance policies adequate to cover their obligations hereunder and consistent with the normal business practices of prudent biopharmaceutical companies of similar size an... | Label: Insurances |
b5eb08dc-7e67-49d8-a665-9719f82d0fa0 | Clause:
Headings in this letter are for reference only and shall not be deemed to have any substantive effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Aut... | Label: Headings |
62e4136c-8673-4ac4-be91-fc3724430b40 | Clause:
Subject to compliance with the provisions of this Agreement (including Section 5.1(b)(iv) ), the Board shall have the right to cause the LLC to authorize, designate, issue or sell to any Person (including Unitholders and Affiliates) any additional Equity Securities (which for purposes of this Agreement shall be... | Label: Interests |
48ada908-3d79-464c-8d57-3d4100470b16 | Clause:
Except for disputes regarding obligations that admit, forthwith, judicial execution, the Parties undertake to endeavor best efforts to amicably resolve by mutual negotiation any disputes arising from or related to this Agreement and/or its Exhibits/Schedules and/or related thereto, including but not limited to ... | Label: Arbitration |
b971cc2f-fbc1-4246-a6ed-da5ebfa4d84b | Clause:
The Employee shall be entitled to twenty (20) days of vacation per calendar year (January 1 through December 31) in accordance with the policies that the Board periodically establishes for certain senior management employees of the Bank, which shall comply with any applicable federal or state laws or policies. ... | Label: Vacations |
2629b15f-9b68-4d75-a292-fc65178bb0df | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder for acquisitions, working capital purposes and other corporate purposes including redemption of Common Stock and shall not use such proceeds: in violation of FCPA or OFAC regulations.
Task: Classify this clause into ONE of these t... | Label: Use Of Proceeds |
de8eca98-1179-497b-b6f6-9c100abd567d | Clause:
This agreement constitutes the entire agreement of parties hereto relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement sh... | Label: Entire Agreements |
5a69612d-22de-4ba8-b2e7-53976ecd254f | Clause:
The proceeds of this Transaction and sale of the Securities, net of payment of placement expenses, will be used by the Company for working capital and other general corporate purposes subject to the restrictions set forth in the Securities and on Schedule 1 hereto.
Task: Classify this clause into ONE of these ... | Label: Use Of Proceeds |
74a7d000-480e-4aba-9dc1-200f920d86ed | Clause:
Except as otherwise expressly set forth in this Agreement, each party shall bear its or his costs and expenses, including attorneys’ fees, incurred in connection with the negotiation, documentation and closing of this Agreement and the transactions contemplated hereby.
Task: Classify this clause into ONE of th... | Label: Expenses |
4fd1fd48-2843-4cb9-824f-02a4e0799238 | Clause:
Except as disclosed in Schedule 2.02 , Steampunk does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Subsidiaries |
803fc963-f230-4b7a-b5d6-7af0c29617c5 | Clause:
No failure to exercise and no delay in exercising on the part of the Holder, any right, option, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, option, remedy, power or privilege hereunder preclude any other or further exercise there... | Label: No Waivers |
31e765a1-cdc5-4d3d-b7b9-a49774d81cd0 | Clause:
The Borrower maintains, and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies insurance on all their Property and liability insurance in such amounts, subject to such deductibles and self-insurance retentions and covering such Properties and risks as are consistent... | Label: Insurances |
f313c4c2-a35e-48b1-a4ed-8d7f0ab9cfc8 | Clause:
(a) Unless previously terminated, the Initial Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time on the earliest of (x) the Long Stop Date, (y) the Certain Funds Termination Date and (z) the date on which all of the Certain Funds Purposes have been achieved without the making ... | Label: Terminations |
8ccb8854-fbe1-4a15-b337-cb623b7aa11b | Clause:
The Borrower, the Lenders, the Issuing Lender, the Swing Line Lender, the Collateral Agent, and the Administrative Agent have agreed that this Agreement is an amendment and restatement of the Existing Credit Agreement in its entirety, and this Agreement is not a novation of the Existing Credit Agreement. All t... | Label: Amendments |
c188478d-62cd-45f8-a5c0-ec1d28a82e37 | Clause:
Capitalized terms used but not otherwise defined herein (including in the preamble hereto) have the meanings assigned to them in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Defined Terms |
42f0ca31-8d53-4ad5-b2bb-dc4069ba7ac1 | Clause:
In the event of a breach by the Company or by a Holder, of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages subject to Section 5(e)... | Label: Remedies |
4e5abc9a-b3d3-4939-83d3-6bd8b45dcd35 | Clause:
Nothing in this Agreement is intended to or shall modify the nature of the Director’s service as a member of the Board of Directors of the Company. The Director may resign as a director at any time and the Board may take action to remove the Director, subject only to the express provisions of this Agreement.
T... | Label: Terminations |
ad46cadd-6e68-4000-9bb9-7c49ece8d49d | Clause:
This Agreement may be amended only by written agreement of each of the parties to this 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, Authority, Authoriz... | Label: Amendments |
19bd0e2d-71ba-445a-a211-a7c0d360cc68 | Clause:
While employed by Company, Executive shall perform the duties required of Executive hereunder and shall devote Executive's best efforts and , subject to the matters set forth on Schedule 1 (as amended from time to time by mutual written agreement of the parties), exclusive business time, energy and skill to per... | Label: Duties |
68ab1e50-9cfb-4be5-96f7-f9c48453cc06 | Clause:
Pay and discharge promptly when due all federal, state and other material Taxes, imposed upon it or upon its income or profits or in respect of its property, before any penalty or fine accrues thereon, as well as all lawful claims which, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon su... | Label: Taxes |
64e88d16-bf15-4f0f-8a9b-06a7060877fa | Clause:
The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Authority |
39689e97-8860-4d6f-9538-debcac637a4b | Clause:
If Executive has attained or is over the age of 40 as of the date of Executive’s termination of employment, then each Party has seven days after that Party signs this Agreement to revoke it and this Agreement will become effective on the eighth day after Executive signed this Agreement, so long as it has been s... | Label: Effective Dates |
1ab786d1-77a5-4006-9751-7d205dd89f7d | Clause:
In consideration for the issuance of the Shares by the Company and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Debt Holder, on its own behalf and on behalf of its members, officers, directors and any entities which are controlled by Debt Holder, does h... | Label: Releases |
825904ee-9ada-42dd-9664-65649f5a5729 | Clause:
You agree that in your work for the Company, you will not use or disclose any confidential information, including trade secrets of any current or former employer or third party to whom you have any obligation of confidentiality. You further agree that you can perform your duties to the Company without reliance ... | Label: Confidentiality |
2fb4e4f7-6a1c-47f4-99b3-b6d68f826a71 | Clause:
Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Investor, the Company shall deliver to the Investor, the Note registered in the name of the Investor and the Warrants registered in the name of the Investor, and the Investor shall cause a wire tran... | Label: Closings |
8418d2d8-19b1-48a7-bb6e-03b6cf7ea12b | Clause:
You agree to assist and cooperate with the Company concerning business or legal related matters about which you may possess relevant knowledge or information or have been involved with. Such cooperation shall only be provided at the Company's specific reasonable request and will include, but not be limited to, ... | Label: Cooperation |
c3e2b34c-9046-4578-80f3-74fba2c811fc | Clause:
Upon the execution of this Agreement (the “Closing”) and subject to the terms and conditions of this Agreement, the Assignor shall sell, grant, assign, convey and deliver to the Assignee, and the Assignee shall purchase and accept from the Assignor, the Assigned Debt, including all right and obligations thereun... | Label: Sales |
ec7d9a62-a22a-4faf-a1a9-8c79d7c1ce48 | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to the Borrower or any other Grantor shall be given to it in care of the Borrower as provided in ... | Label: Notices |
d579a849-755f-478d-8be8-6b74f171738f | Clause:
Any notice which either party hereto may be required or permitted to give to the other shall be in writing. Notice may be delivered to the Company personally or by mail, postage prepaid, addressed as follows: General Counsel , Sonic Corp., 300 Johnny Be n ch Drive, Oklahoma City, Oklahoma 73104, or at such oth... | Label: Notices |
4a310d67-f3eb-4ed6-a3ae-83621469c802 | Clause:
There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of the Borrower's officers, threatened against Borrower or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or ... | Label: Litigations |
3aa1b8d0-b5e5-4b27-825a-d9a6e16ba1c1 | Clause:
Indemnitor hereby agrees to pay, protect, defend and hold harmless Indemnitee from and against, and hereby indemnifies Indemnitee from and against, any and all losses, damages, costs, expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation), liabilities, obligations, causes o... | Label: Indemnifications |
4fe4abc0-ced9-4c73-b491-5b1ab40db7d8 | Clause:
All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be delivered or mailed, by first class mail, postage prepaid, by recognized overnight delivery services which provide proof of delivery or by facsimile to the party at th... | Label: Notices |
d6d04772-89c6-4a3d-b068-7701018b8473 | Clause:
Upon termination of the Security Agreement, the security interest granted pursuant to this Trademark Security Agreement shall be automatically released and the Grantee shall, at the reasonable request of the Grantor, execute, acknowledge, and deliver to the Grantor an instrument in writing in recordable form re... | Label: Terminations |
12986553-6c74-4f67-b94d-49f1a8615904 | Clause:
Consultant will disclose all Work Products described in paragraph 4.3 to Company, promptly and in writing. At Company's request and at Company's expense, Consultant will assist Company or its designee in efforts to protect such Work Products. Such assistance may include, but is not necessarily limited to, the... | Label: Disclosures |
d342807a-9bf9-470a-bd5c-5f4be648844d | 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 or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights an... | Label: Participations |
8ef1c6ec-5a4f-4c0d-9c74-470f2920c2f3 | Clause:
(a) Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in Appendix A to the Sale and Servicing Agreement, dated as of the date hereof (the “ Sale and Servicing Agreement ”)... | Label: Definitions |
5cd32d78-75f5-4a4a-b891-d2946274616b | Clause:
Except for the fees payable to the Agent (which have been disclosed to the Investors), no Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or an Investor for any commission, fee or other co... | Label: Brokers |
1a077683-f8cf-4000-b498-e7bc43850ebb | Clause:
Except as set forth in Schedule 4.8A , each of the Borrower and its Restricted Subsidiaries has good title in fee simple to, or a valid leasehold interest in, all of its Real Property, and good title to, or a valid leasehold interest in, all of its other Property (other than Intellectual Property), in each case... | Label: Liens |
7cf79fcb-04a6-4b87-b092-443cbf8d0649 | Clause:
The financial and operating statements of the Hotel provided by Seller to Purchaser for fiscal years 2013, 2014, 2015 and year to date 2016 (through April) are true and correct copies of the documents used in connection with the reporting by Seller to its clients and investors. To Seller’s Knowledge, all such f... | Label: Financial Statements |
beade9a9-c922-4fa6-8dd1-215256bb6e8a | Clause:
No Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement to any Person.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Assignments |
cbc9d5cf-97cf-4052-a011-6f15caae9efd | Clause:
Any unvested Units will become fully vested and non-forfeitable if, within 12 months after a Change in Control, the Participant separates from service due to Involuntary Termination. For this purpose, Involuntary Termination means that the Participant's employment is involuntarily terminated without Cause or th... | Label: Change In Control |
059fa28d-1e41-4412-bab5-4695d2b5e08a | Clause:
The Company hereby confirms its obligations under the Note Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by any Holder, all reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by the Holders in connection ... | Label: Expenses |
b91c8353-0a48-4098-8c60-36ba477ac27a | Clause:
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following mailing via Federal Express or similar overnight courier service. In the case of Executive, mailed notices shall be addressed to Exec... | Label: General |
03113daf-6edf-47a4-b1a5-911742c54e03 | Clause:
The Company is a corporation, duly organized, validly existing and in good standing under 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, A... | Label: Organizations |
79add4d8-db9d-480d-9151-958adc936389 | Clause:
This Agreement contains the entire agreement of the parties in this matter and supersedes any other agreement, oral or written, concerning the employment or compensation of the Employee by the Company, excluding the Change in Control Agreement. It may be changed only by an agreement in writing signed by both pa... | Label: Entire Agreements |
2327ea1a-2532-4b06-9e0a-d304b7bb1d8d | Clause:
Each of the Parent, the Borrower and the Restricted Subsidiaries has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except (a) taxes that are being contested in good faith by appropriate pro... | Label: Taxes |
00b79d12-be9c-4690-8f7a-f44b48ddcb4c | Clause:
This Amendment is governed by and construed in accordance with the internal law of the State of Delaware without giving effect to any choice of l aw or conflict provision or rule that would cause the laws of any jurisdiction other than the State of Delaware to be applied.
Task: Classify this clause into ONE of... | Label: Governing Laws |
6b2cd3af-4d43-44c7-87af-6005dc738cc8 | Clause:
This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto; provided that the Company may alter, modify or amend this Agreement unilaterally if such change is not materially adverse to the Participant or to cause this Agreement to comply with applicable law... | Label: Amendments |
5ca1fa6f-9aeb-40c5-93a2-a2fee7cafc92 | Clause:
Effective as of January 1, 2016, the Company shall pay the Executive the base (the “ Base Salary ”) at the annualized rate of $345,000, which shall be subject to customary withholdings and authorized deductions and shall be payable in equal installments in accordance with the Company’s customary payroll practic... | Label: Base Salary |
66b1a1ba-3005-4c4c-81e7-ae980fff0eeb | Clause:
Subject to the terms and conditions set forth herein, the Parent may request the issuance of Letters of Credit for the account of any Loan Party, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of a... | Label: General |
468cfba8-a4b7-4c26-ab4f-02dadc095589 | Clause:
This Agreement may be executed in counterparts, each of which shall be an original, with the same effect as if the signatures affixed thereto were upon the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Counterparts |
4f50c526-7a03-4b24-8d4b-5e2b6d2cb6db | Clause:
All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Ninth Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Headings |
fa8330dd-1688-4f4d-b60e-8995e474d2c2 | Clause:
During the “Term” (as defined in Section 3 below), the Company will pay to Executive a base salary at a rate of $395,000 per annum, which may be reviewed and increased (but not decreased) from time to time in the normal course of business (such annual salary, as in effect from time to time, to be referred to he... | Label: Base Salary |
8d681593-1d66-4fe8-b4b3-ee543d0854b2 | Clause:
During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company applicable to its senior executives but in no event less than four (4) weeks per calendar year; provided , however , that the Executive shall not accrue an... | Label: Vacations |
ae5de3ae-d53f-4b7c-b726-6c83fa7c206a | Clause:
The Committee may, from time to time, grant one or more Awards to one or more Eligible Persons.
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, Authorizat... | Label: General |
e29f9f34-56bb-449e-bbee-3ee919eb923e | Clause:
The Company hereby employs Executive, and Executive hereby accepts employment, as Executive Vice President and Chief Operating 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... | Label: Employment |
b651f3ee-eeda-4dc8-954a-fbe698ebcfb4 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmissi... | Label: Counterparts |
134d3d79-80f7-486d-a9e4-5a1d1861caec | Clause:
Transactions with Affiliates . Except for transactions permitted by Sections 11.3 , 11.6 and 11.7 , directly or indirectly (a) make any loan or advance to, or purchase or assume any note or other obligation to or from, any of its officers, directors, shareholders or other Affiliates, or to or from any member o... | Label: Transactions With Affiliates |
02ef1e48-9e46-4e53-9549-c5c16c1bb1f7 | Clause:
(a) THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT R... | Label: Applicable Laws |
ebfdd14c-8091-4c02-94cf-e1fa560fb91a | Clause:
This Agreement shall become effective on the Effective Date. Unless earlier terminated in accordance with this Agreement, this Agreement shall expire [*] ([*]) years from the first sale of the 0.3mg Product by Watson or its Affiliate or sub-licensee in the Territory (the “ Initial Term ”). The term of this Agre... | Label: Terms |
8fcab268-73fc-4668-a0b2-2648ad66ffab | Clause:
The Participant recognizes and acknowledges that the opportunity to earn compensation or receive shares of Company stock under this Award Agreement is adequate consideration for the covenants set forth in this Paragraph 14. The Participant further acknowledges that the Company has no adequate remedy at law shou... | Label: Remedies |
d4c9dcff-7ea8-4257-a637-5783876dea2c | Clause:
Payment of the origination fee described in Section 2.4 and all reasonable costs and expenses incurred by Lender to date in connection with the transactions contemplated herein, including Lender’s attorneys’ fees and expenses and other reasonable fees and expenses paid or payable to any other parties.
Task: Cl... | Label: Fees |
3d5bd546-0411-424a-afc8-1b8a315a2220 | Clause:
Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all obligations under any Loan Document.
T... | Label: Survival |
580bd37e-26d3-4b93-bddf-fb5f0eded425 | Clause:
Notwithstanding any term or provision of this Agreement which may be construed to the contrary, each Eurodollar Loan shall be in an amount of no less than $1,000,000 and in an integral multiple of $1,000,000 in excess thereof, and at no time shall the aggregate number of all Eurodollar Loans then outstanding ex... | Label: Miscellaneous |
f8da2b9b-6715-4dc2-ab70-1755c2ca4774 | Clause:
Without the written consent of the Investor, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Shares offered pursuant to the provisions of this Agreement, the issuance of shares upon the exercis... | Label: Sales |
54a6e1eb-2ebf-4225-8373-74456ef3ff9c | Clause:
Interest shall accrue on the Outstanding Balance of this Note at the rate of ten percent (10%) per annum from the Exchange Date until the same is paid in full; provided, however, that upon the occurrence of an Event of Default (as defined below), the Outstanding Balance of this Note shall, upon written notice f... | Label: Interests |
ab066439-246c-469a-9964-1abb30662f97 | Clause:
Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate often percent (10%) per annum until the full amount of the principal and fees has been paid. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Not... | Label: Interests |
1641439a-60d3-4862-85e8-bdcaa57a17ba | Clause:
Upon the occurrence of any one or more of the foregoing Events of Default, (i) the entire unpaid balance of principal of the Note, together with all accrued but unpaid interest thereon, and all other Indebtedness owing to Lender by Debtor at such time shall, at the option of Lender, become immediately due and p... | Label: Remedies |
71a2d9c2-010b-4944-a08a-2aad6d619be9 | Clause:
All of Seller’s representations and warranties made in this Agreement shall be true and correct as of the Effective Date and as of Date of Closing in all material respects, except for Exception Matters and as otherwise provided in Section 4.3(b) of this Agreement.
Task: Classify this clause into ONE of these t... | Label: Warranties |
050830d0-a7af-4de4-83f4-9661f5ca4ab9 | Clause:
In the event any provision of the Plan or of any Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan or the Award Agreement, and the Plan and/or the Award Agreement shall be construed and enforced as if the illegal or inv... | Label: Severability |
73faece4-1825-4bec-a3be-1f801467c5ef | Clause:
The Parties acknowledge that this Agreement, together with the Severance Agreement, constitute the entire agreement between them regarding Executive’s separation, superseding all prior written and oral agreements regarding such topic, including, without limitation, that certain letter agreement between you and ... | Label: Entire Agreements |
8c69c205-c97f-4ce7-a6a6-68b27ce224e9 | Clause:
Any and all notices or other communications or deliveries to be provided by the Lender hereunder, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Borrower, at the address set forth above, or such othe... | Label: Notices |
d7eace38-6ece-42e5-9928-bb51125d06e6 | Clause:
At any time prior to the Closing Date, this Agreement may be terminated (i) by the consent of the Purchaser and Seller, (ii) by Seller if there has been a material misrepresentation, breach of warranty or breach of covenant by Purchaser in its representations, warranties and covenants set forth herein, (iii) by... | Label: Terminations |
05e87af7-e87c-44ca-a9a0-9516b94b7e20 | Clause:
The provisions of this ARTICLE VII shall survive any cancellation, termination or expiration of this Agreement and shall remain in full force and effect until such time as the applicable statute of limitation shall cut off all Claims which are subject to the provisions of this ARTICLE VII .
Task: Classify this... | Label: Survival |
5405b828-7f07-4baa-9736-6784cd8b75b5 | Clause:
Each of Manager and Owner represent and warrant to the other that (i) it is an entity duly authorized, validly existing and in good standing under the laws of the state in which it is formed and is qualified to do business in the state in which the Property is located, (ii) it has full power, authority and lega... | Label: Authority |
88217cd8-bd8a-4680-9eef-45960e15caff | Clause:
Employee agrees promptly to reduce to writing and to disclose and assign, and hereby does assign, to Employer, its subsidiaries, successors, assigns and nominees, all inventions, discoveries, improvements, copyrightable material, trademarks, programs, computer software and ideas concerning the same, capable of ... | Label: Intellectual Property |
46672d5e-45da-4a1c-8491-ceff15d54c48 | Clause:
Executive expressly acknowledges and agrees that by entering into this Agreement, he is waiving any and all rights or claims that he may have arising under the federal Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Separation Agreement.
Ta... | Label: Waivers |
fd9f5b2e-b805-45ae-82aa-d25f0927bae1 | Clause:
Each of the representations, warranties, and covenants of Seller contained in this Article 5 constitutes a material part of the consideration to Purchaser, and Seller acknowledges that Purchaser is relying on the correctness and completeness of these representations, warranties and covenants in entering into th... | Label: Warranties |
e15390d3-29a2-44fc-b705-bd8158c1e886 | Clause:
Except where the failure to do so would not reasonably be expected to have a material adverse effect on the business, financial position or results of operations of the Borrower and its Subsidiaries taken as a whole, the Borrower will comply, and cause each of its Subsidiaries to comply, in all material respect... | Label: Compliance With Laws |
188937f9-0b9a-48b4-a383-e7098444e42e | Clause:
The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Administrative Agent from a Responsible Officer of the Borrower certifying that, before and after giving effect to the initial Borrowings made hereunder on the Effective Date and the other Transaction... | Label: Solvency |
3b66803d-aa70-4352-909b-3ca4be0251aa | Clause:
Schedule 5.20 sets forth a complete and correct listing of all insurance that is ( a ) maintained by the Loan Parties and ( b ) material to the business and operations of the Borrower and its Restricted Subsidiaries, in each case, taken as a whole as of the Restatement Effective Date, with the amounts insured (... | Label: Insurances |
7f92fb1a-015a-4633-b212-6dcb861d44d4 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of Nebraska (excluding the conflicts of law rules thereof).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Governing Laws |
ae94578d-0930-49a0-8121-8a88c231ed02 | Clause:
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Wyoming without regard to its provisions concerning conflicts or choice of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Governing Laws |
e8d50808-90f5-4acd-88ba-59c7f357171a | Clause:
Set forth on Schedule 6.17 is a complete and accurate list, as of the Closing Date, of each of the Borrower’s Subsidiaries and of the Acquired Entities that will become Subsidiaries of the Borrower, together with its jurisdiction of organization and the Borrower’s direct or indirect percentage ownership therein... | Label: Subsidiaries |
bd14f62a-b30c-4929-b71d-210cfe9b3074 | Clause:
The Executive’s or the Company’s failure to insist upon strict compliance with any provisions of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.
Task: Classify this clause into ONE of these t... | Label: Waivers |
2f468e00-d11d-4668-a04a-e8f0b24622cc | Clause:
Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and each of the Parent and the Borrower, for itself and on behalf of its Subsidiaries that are Grant... | Label: Further Assurances |
92d401b8-8831-49d1-bf74-3953ed82dd14 | Clause:
(i) The Administrative Agent shall have received executed signature pages hereto from (1) each Loan Party, (2) the Administrative Agent, the Collateral Agent, the Swing Lender and the Issuer, and (3) each Lender (including each 2016 Additional Lender).
Task: Classify this clause into ONE of these types (exactl... | Label: Consents |
7657a408-8ac9-48b1-b760-fef8bf89a5ed | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any ... | Label: Remedies |
c6e38a69-f1d5-4d99-a953-675cad45d62c | Clause:
This Award Agreement, the Plan and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to principles of conflict of laws, except as superseded by applicable federal law.
Task: Classify this clause into... | Label: Governing Laws |
82d26af9-521a-445e-9443-0312afbc2ffe | Clause:
The Company shall promptly (and, in any event, within twenty-four (24) hours) notify the Investor orally and in writing if (i) any inquiries, proposals or offers with respect to an Acquisition Proposal are received by, (ii) any non-public information is requested in connection with any Acquisition Proposal from... | Label: Notices |
1a3e5afd-5eac-466a-ac57-fdf82efb6946 | Clause:
The Plan shall be governed by, and construed 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, Assigns, Authority, Author... | Label: Governing Laws |
3eebf428-196e-4a0d-8da8-5fac5d0ee178 | Clause:
Upon the reasonable request of the Company, each Subscriber will execute and deliver, or cause to be executed and delivered, all further documents and instruments and take all further action as may be reasonably necessary in order to satisfy its obligations under this Agreement. Each Subscriber will not, direct... | Label: Further Assurances |
8775d47e-7825-44e1-8781-1a47671c4669 | Clause:
Executive shall be entitled to vacation annually in accordance with the Company’s vacation policies applicable to members of senior management of the Company in effect at the time the vacation is to be taken.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Vacations |
4206da3d-f830-4e8d-979f-35a34b1ce3c0 | Clause:
All agreements, representations and warranties contained in this Agreement or in any document delivered pursuant hereto shall be for the benefit of the Warrantholder and shall survive the execution and delivery of this Agreement and the expiration or other termination of this Agreement.
Task: Classify this cla... | Label: Survival |
353e5249-6994-4064-8877-b0981b4a0365 | Clause:
I t i s a nd, upon eac h Bo r r o w i n g D a t e , b oth b ef o r e a n d a f t e r g i v i ng eff e c t t o the m a k i ng o f the A dv a n c e re q u e st e d h er e und er , the G r a nt by it h er e un d e r a nd t h e c o n sum m a t i on of the o t h e r t r a n s ac t i ons c ont e mp l a t e d h er e u... | Label: Solvency |
71270e06-545b-4fc0-b1a4-2e811c23f0b1 | Clause:
The Grantee acknowledges and agrees that the terms of this Award Agreement are considered proprietary information of the Company. The Grantee hereby agrees that Grantee shall maintain the confidentiality of these matters to the fullest extent permitted by law and shall not disclose them to any third party. If t... | Label: Confidentiality |
322dee3f-cc5c-4302-a912-e259590649b7 | Clause:
Subject to the provisions of Sections 5 and 6, the Executive shall be entitled to receive a base salary (the “ Base Salary ”) at a rate of $500,000 per annum, such rate to be effective as of January 1, 2016. Such rate may be adjusted upwards, but not downwards, from time to time by the Board or the Committee, ... | Label: Base Salary |
b6ed8df8-a0e1-4582-996b-75bdeacf1484 | Clause:
The Loan Parties and their Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar and applicable anti-corruption legislation or laws in other jurisdictions and have instituted a... | Label: Anti-Corruption Laws |
28468104-0d88-4d74-8e65-e220c7237c98 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Each Party’s delivery of an executed counterpart signature page by facsimile (or email) is as effective as executing and delivering this Ag... | Label: Counterparts |
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