id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
577250d8-57aa-4104-a237-67dfa235fdaa | Clause:
As used in this Agreement, unless the context otherwise requires, the term “includes” and its syntactical variants means “includes but is not limited to.” The headings and captions contained in this Agreement have been inserted for convenience only and shall not be deemed in any manner to modify, explain, enla... | Label: Interpretations |
478beeef-88d0-4103-88c3-8122bcedfc70 | Clause:
All payments by the Credit Parties of the Obligations shall be without deduction, defense, setoff or counterclaim, except as required by applicable law pursuant to Section 1.9, and shall be made in same day funds and delivered to Agent for the benefit of Agent and Lenders, as applicable, by wire transfer to the... | Label: Payments |
c2468fbd-e2b7-4578-855f-b4a5d3ee66ca | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proc... | Label: Governing Laws |
68d610c5-ee15-429a-ae92-a3330953390d | Clause:
Unless otherwise provided for by the Administrator, upon the Awardee’s Termination of Service, the unvested Stock Award and the Shares subject thereto shall be forfeited, except if the Participant purchased any Shares pursuant to such Stock Award, the Company shall have a right to repurchase the unvested portio... | Label: Forfeitures |
fb849ed3-554d-41e7-a7d7-f50170dab818 | Clause:
Your RSU Award and these Terms and Conditions shall be 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, Assign... | Label: Governing Laws |
8682c4ce-5d7f-4ff0-86c1-6815900a42d7 | Clause:
The Borrower and each of its Subsidiaries owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted except for any such Intellectual Property that if it were not so owned or licensed could not reasonably be expected to have a Material Adverse Effect.... | Label: Intellectual Property |
cf24ebdd-0508-4568-aa81-81fd0f97a013 | Clause:
The Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, and, to the extent applicable, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and have instituted... | Label: Anti-Corruption Laws |
875390b1-919c-4098-a518-f6048bdbc38b | Clause:
Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile or electronic mail, upon confirmation of receipt, or (b) on the second business da... | Label: Notices |
1f8adab7-4017-4a95-b896-a604222834e8 | Clause:
The headings contained in this Guaranty are inserted for convenience only and shall not be considered in interpreting or construing any of the provisions contained in this Guaranty.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Headings |
9c0958bd-f36d-4fe4-9efd-960324b069b9 | Clause:
You must remain continuously employed by the Company from the date of this Agreement through February 11, 2018 (the “Retention Date”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Employment |
2e2ae600-72a4-41f4-b711-aefed03c7bc0 | Clause:
EACH OF THE PARTIES HERETO WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LAWSUIT, ACTION OR PROCEEDING SEEKING ENFORCEMENT OF SUCH PARTY’S RIGHTS UNDER THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Waiver Of Jury Trials |
80fbc734-f28f-4abd-8fdd-0a29260981de | Clause:
This Assignment Agreement shall be governed by and construed in accordance with the laws of the State where the Property is located applicable to contracts made and performed entirely therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Governing Laws |
1c665a1d-aa24-48bc-b813-7f7a0f38c66c | Clause:
There is no action, suit, proceeding or investigation (“ Action ”) pending or, to the knowledge of Nexus, currently threatened against Nexus or any of its affiliates, that may affect the validity of this Agreement or the right of Nexus to enter into this Agreement or to consummate the transactions contemplated ... | Label: Litigations |
24eac361-1c9b-4a93-9bdf-733b5bbc88a8 | Clause:
Neither the Borrowers nor any Subsidiary owns or has any present intention of acquiring any “margin stock” as defined in Regulation U (12 CFR Part 221) of the Board (herein called “margin stock”). The proceeds of the Loans will be used primarily to replace the US Borrower’s existing bank credit facility, for wo... | Label: Use Of Proceeds |
bacea95e-cc48-457b-8c5c-e966362514d7 | Clause:
The failure of Owner to seek redress for violation or to insist upon the strict performance of any covenant or condition of this Management Agreement shall not constitute a waiver thereof for the future.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: No Waivers |
9738b444-43a2-4003-a6c2-f779a80d4ca5 | Clause:
Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest under the Financial Agreement, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations under the Financial Agreement arising on and after the Effective Date hereof.... | Label: Assignments |
2694bb47-4503-4132-919b-1f2925a3b19d | Clause:
If any provision of this Agreement or the application thereof to any Party or circumstances is declared void, illegal, or unenforceable, then the remainder of this Agreement will be valid and enforceable to the extent permitted by applicable Law.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Severability |
0b6d2951-79df-4609-a85f-ecc0cf7780df | Clause:
This Agreement shall not be assignable, in whole or in part, by Employee without the written consent of Company and any purported or attempted assignment or transfer of this Agreement or any of Employee’s duties, responsibilities or obligations hereunder shall be void. This Agreement is binding upon Employee, E... | Label: Assignments |
68a14f1c-362a-4a07-b899-89ac87fe22e4 | Clause:
This Agreement may be executed in any number of counterparts of the signature pages, each of which shall be considered an original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Counterparts |
1b76648b-07eb-4ada-8c02-a901cce5e3a5 | Clause:
Each of GPD and 851 shall, and shall cause its Affiliates and Representatives to, maintain the confidentiality of the Confidential Information at all times, and will not, directly or indirectly, use any Confidential Information for its own benefit or for the benefit of any other Person or reveal or disclose any... | Label: Confidentiality |
90dddd24-ba93-4665-a85f-3adedfb5cfc5 | Clause:
Except as created by the Loan Documents, and the Permitted Liens, there is no lien, Security Interest or other charge or encumbrance, and no other type of preferential arrangement, upon or with respect to any of the properties or income of the Borrower, which secures Debt of any Person, except as described in S... | Label: Liens |
ff02705c-bf8c-43ef-b1cb-5f7e7fdee3cb | Clause:
Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Vesting |
a2ad96a3-5e85-43cf-bee8-f81f26d44d72 | Clause:
The parties agree that Executive is being terminated by the Company without Cause and that Executive will receive all of the Accrued Benefits described in the first paragraph of Section 9 of the Employment Agreement and all of the payments and benefits set forth in Section 9(a) of the Employment Agreement upon ... | Label: Benefits |
0f73b4c0-5110-452a-a89b-5a51870a92a6 | Clause:
The Company shall execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code, United States Patent and Trademark Office and other financing statements not later than one (1) business day after the Closing Date) t... | Label: Further Assurances |
d3dbbe62-3a63-47cb-9e63-ee1021011bd4 | Clause:
This Agreement, the Notes and the other Loan Documents (unless otherwise expressly provided therein) shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-... | Label: Governing Laws |
98cdea8c-2c7b-4bc1-a6d3-d9491c2107ab | Clause:
Charter Holdings shall bear its and the Charter Group’s expenses and each exchanging Class B Unitholder or, in the case of an automatic exchange of Class B Common Units pursuant to Section 3.5 of the LLC Agreement, the applicable lender(s), shall bear its own expenses in connection with the consummation of any ... | Label: Expenses |
4675e149-da0a-47c8-ba26-128f3a337a9a | Clause:
This Agreement is to be construed under and governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts of laws principles .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Governing Laws |
076b6ba4-5f65-4af7-97dd-3fed2a3824d2 | Clause:
No amendment or waiver of any provision of any Loan Document to which either Borrower is a party, nor any consent to any departure by such Borrower therefrom, shall in any event be effective unless the same shall be agreed or consented to by Bank and such Borrower, and each such waiver or consent shall be effec... | Label: Amendments |
fe263ff7-e10e-47d7-b623-0b609d50e65e | Clause:
THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Governing Laws |
e4a22d99-c16a-41d6-9e56-95c75b43460a | Clause:
All notices and other communications required or permitted to be given under this Agreement shall be in conformance with Section 10.02 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Notices |
0e71b516-146e-4283-bcec-ab4a35a3a32d | Clause:
Executive shall indemnify, defend and hold harmless QVC, its successors and assigns, upon demand, from and against any loss, liability, damage or expense (including reasonable attorneys’ fees) which QVC may sustain or incur by reason of the breach of his representations, warranties or covenants in Section 17.A.... | Label: Indemnity |
002fc2dd-4c94-4f2a-bac3-2b1e70f3f905 | Clause:
Company agrees to maintain insurance coverage on the terms and conditions specified in Exhibit H at all times during the term of this Agreement and to notify Bank promptly of any cancellation or lapse of any such insurance coverage.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Insurances |
8096bb6d-cfc0-4446-832d-d345fcc217d9 | Clause:
With respect to any Collateral (whether now owned or hereafter acquired) constituting Intellectual Property registered or applied for in the U.S. Patent and Trademark Office or the U.S. Copyright Office, each Grantor shall execute and deliver a short form agreement substantially in the form of Annex II hereto c... | Label: Intellectual Property |
3006aa01-f885-4063-801d-803cd5dd577e | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. Signatures delivered by facsimile shall be effective for all purposes.
Task: Classify this clause into ONE of these types (exactly o... | Label: Counterparts |
59508a80-2bbe-4f71-a9c6-89790b670750 | Clause:
As of the Restatement Effective Date, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be requir... | Label: Solvency |
baae6c0a-7d76-4090-8178-8372543866b8 | Clause:
Any shares of Restricted Stock (including any Dividend Equivalents credited thereupon) that are not vested upon your Termination of Employment shall, upon such Termination of Employment, terminate and be forfeited in their entirety as of the date of such Termination of Employment.
Task: Classify this clause in... | Label: Terminations |
293ce0c9-5882-4375-a974-2e34eb202eda | Clause:
All covenants, representations and warranties contained in this Agreement shall, without any limitation, survive the execution of this Agreement and the consummation of the transactions and undertakings contained in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Survival |
7d0d4bd9-b65c-4dea-8921-dd894d6c1114 | Clause:
Notwithstanding the foregoing, none of Parent, the Company or its subsidiaries shall have any obligations to Executive or his beneficiaries under this Agreement, in the event Executive is unable to perform his duties hereunder, including due to death or Disability or Executive commits an act that would constitu... | Label: Effectiveness |
67645a9a-07a8-4886-bdb4-c1b626d43a91 | Clause:
This Amendment will commence as of April 1, 2016 and terminate March 31, 2017.
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... | Label: Terms |
99690915-5bbf-4dfb-853f-6c9d953cb3a3 | 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 $3,360,000 in ... | Label: Closings |
4361d6d0-0b4f-4d51-975e-33d5a7d8132d | Clause:
Notices hereunder shall be given to the Debtor, the Agent and each Secured Party in the manner set forth in the Purchase Agreement of even date herewith between the Debtor and each of the Secured Parties and at the addresses set forth therein and, as applicable, to each of the Prior Noteholders pursuant to thei... | Label: Notices |
1dfc072d-e6f1-468e-bd8a-9db41bf91e6e | Clause:
This Agreement, together with the schedules and exhibits hereto, or delivered pursuant hereto, are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter cont... | Label: Entire Agreements |
bd889ffe-abdd-4308-9d1a-740de37c4af0 | Clause:
(a) Each Subordinated Creditor waives any and all notice of the acceptance of the subordination hereunder and of the creation or accrual of any of the Senior Obligations or of any renewals, extensions, increases, or other modifications thereof from time to time, or of the reliance of any Lender or any other Sec... | Label: Waivers |
8c6b61cb-fcc5-4a21-8ae9-ef132a6353fe | Clause:
The Committee reserves the right at any time to amend the terms and conditions set forth in this Award Agreement; provided that, notwithstanding the foregoing, no such amendment shall materially adversely affect your rights and obligations under this Award Agreement without your consent (or the consent of your ... | Label: Amendments |
13ae640a-10ff-4b0b-b52f-f844dd7c4997 | Clause:
All of the representations and warranties of Buyer as set forth in Section 14 hereof (and as the same may be updated as provided therein) shall be true, correct and complete in all material respects as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Warranties |
d2b02a69-ed38-4be8-a8e2-dec19d3fd2be | Clause:
The Borrowers shall pay all reasonable expenses of any nature, whether incurred in or out of court, and whether incurred before or after the Notes shall become due, at the Maturity Date or otherwise (including without limitation, reasonable attorneys’ fees and costs) which the Investors or Collateral Agent may ... | Label: Costs |
5e50e3b6-23fa-4413-8bb0-c1a66c69b996 | Clause:
If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to confo... | Label: Severability |
2d577a09-b444-4407-9bd6-7f7981f5952e | Clause:
(a) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense... | Label: Specific Performance |
a7de432f-e7b7-4dd0-8ac1-2a4ada516444 | Clause:
There are no actions, suits or other proceedings at law or in equity by or before any Governmental Authority now pending or threatened (in writing) against or affecting Borrower, Sole Member, Guarantor, Key Principal, Manager or the Property, in any court or by or before any other Governmental Authority, which,... | Label: Litigations |
c0d47957-d768-49cd-9734-fcacf256175a | Clause:
All consolidated financial statements of the Borrower and its Subsidiaries heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the preparation date of such statements and fairly present in all material respects the consolidated financial condition and operations o... | Label: Financial Statements |
1cc60e58-061e-45c1-9c45-e7d765a87c80 | Clause:
The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New York, USA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Governing Laws |
bd6e9f4e-994b-444d-aeb9-4778a764f916 | Clause:
Upon the Date of Termination due to Executive’s death, Disability (as defined in § 7(a)), or Retirement (as defined in § 7(a)), (i) all grants of Restricted Stock held by Executive as of the Date of Termination will become immediately vested as of the Date of Termination; (ii) all Options held by Executive as o... | Label: Death |
ff3a2b13-1208-4fa0-b4c9-3b4c57cf0d7f | Clause:
Except as otherwise specifically set forth herein, the rights, obligations and responsibilities of the Sub-Servicer shall terminate (without payment of any penalty or termination fee): (i) upon the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan an... | Label: Terminations |
f2f475db-45d0-407b-947b-0369b609b25c | Clause:
The Buyer shall have the right to approve before issuance any press release, SEC filing or any other public disclosure made by or on behalf of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby; provid... | Label: Publicity |
32f04f90-bdac-4606-88ed-fbb203d0f1ac | Clause:
This Escrow Agreement and the Exchange Agreements set forth the entire agreement and understanding of the parties related to the Escrowed Consideration.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Entire Agreements |
bb3892a3-1ced-42d8-82d3-945ef3b60aaf | Clause:
The Committee may amend or alter this Award Agreement and the RSUs granted hereunder at any time, subject to the terms of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Amendments |
a54455d9-4ec7-4408-8272-ce87a47a8374 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any o... | Label: Counterparts |
21f031bb-611b-42da-84c9-3fb717c81777 | Clause:
The Acquiree Company has all requisite authority and power (corporate and other), authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiree Company is a party, to consummate the transactions contemplated by this Agreement and each of the Tran... | Label: Authorizations |
b35907a1-e2ba-4118-9851-72094132c726 | Clause:
This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of each of the Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in whic... | Label: Assignments |
c55b1954-6482-4247-a2af-ac3fefe6c332 | Clause:
All notices to the Second Lien Claimholders and the First Lien Claimholders permitted or required under this Agreement shall be sent to the Second Lien Collateral Trustee and the First Lien Administrative Agent, respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writin... | Label: Notices |
84920ebe-dcb2-43f1-960a-6ac8ed6be606 | Clause:
The parties agree that in consideration for the undertakings and promises of the Company, the Executive unconditionally releases, discharges, holds harmless, and agrees to indemnify the Company from each and every claim, cause of action, right, liability or demand of any kind, and from any claims which may be d... | Label: Releases |
f4a302e4-5676-49b7-a42b-51eaa3204dfc | Clause:
This Agreement and each other Loan Document to which any Credit Party or any Subsidiary of any Credit Party is a party constitute the legal, valid and binding obligations of each such Person which is a party thereto, enforceable against such Person in accordance with their respective terms, except as enforceabi... | Label: Binding Effects |
37c068da-8704-490f-b0be-34d701ade944 | Clause:
The provisions of this Section 10 shall survive the Closing or the termination or cancellation of this Agreement for a period of three hundred sixty five (365) days after the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Survival |
a8600d82-488d-46d9-bb99-27f80150a05c | Clause:
In consideration for the Assignment, the payment by TALL of the Assignment Fee (defined below) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and effective on the Effective Date, Silver Star hereby releases, acquits and forever discharges Lucas, its curre... | Label: Releases |
4e2eeeeb-5980-41a6-ac4b-91ecb0736dfc | Clause:
During the Employment Period, Executive shall serve as President and Chief Executive Officer of the Company and shall be responsible for serving as the principal executive officer with management responsibility for overseeing the performance of the Company's other executive officers, and such other related duti... | Label: Positions |
7113bb09-ad0d-460f-812e-45145ead885b | Clause:
The Borrower and the Restricted Subsidiaries each have good and valid title to, or valid leasehold interest in, all material Property owned or leased by it (including Mortgaged Real Property), and all such assets and Property are subject to no Liens other than Permitted Encumbrances and other Liens permitted by... | Label: Liens |
98705a1f-8834-40c9-948a-51ae72cfea26 | Clause:
At any time and from time to time, upon any Lender’s or Agent’s request and at the sole expense of the Vertex Entities, each Vertex Entity will promptly duly execute and deliver any and all further instruments and documents (including, without limitation, security agreements, financing statements, mortgages and... | Label: Further Assurances |
5317dbc5-1465-4ebb-8627-8ac36f73a472 | Clause:
Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes an... | Label: Expenses |
bdd21871-4123-4b7f-9b83-24b66c1e91d2 | Clause:
As of the date hereof; the authorized capital stock of the Company consists of: (i) 375.000.000 shares of Common Stock, of which approximately 22,000.000 shares are issued and outstanding; and (ii) no shares of preferred stock. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursua... | Label: Capitalization |
3011fe22-9325-4034-b779-6a65717e2916 | Clause:
Subject to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law: (i) subjects su... | Label: Taxes |
9f6ea109-fa5b-4d72-bb53-424813d72538 | Clause:
This Agreement shall be effective as of the Effective Date.
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... | Label: Effectiveness |
c36c5461-0e4b-4f00-a92e-3b19c8430194 | Clause:
Capitalized terms not otherwise defined herein (including in the recitals hereto) shall have the meanings ascribed 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, Arbi... | Label: Definitions |
99994a82-b650-4970-8a1f-26f29227d945 | Clause:
No Loan Party nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, or (b) is subject to or in default with... | Label: Compliance With Laws |
bb2e5c8f-1c72-4a15-aecb-859dc4701ef6 | Clause:
The Borrower shall, and shall cause each Significant Subsidiary to, pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all law... | Label: Taxes |
e929c69b-d82b-4365-aeb1-905286233ce1 | Clause:
EACH PARTY TO ANY LOAN PAPER, IN EACH CASE FOR ITSELF, ITS SUCCESSORS AND ASSIGNS (AND IN THE CASE OF BORROWER, FOR EACH OTHER COMPANY), (a) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK; (b) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY L... | Label: Venues |
e01b6cf5-b0f4-4048-ad96-52f07e9722a6 | Clause:
Notwithstanding anything to the contrary set forth in this Agreement, the General Partner (which for the purposes of this Section 7.8 shall include the directors and officers of the General Partner) shall not be liable for monetary or other damages to the Partnership, any Partners or any Assignees for losses su... | Label: General |
5143e60b-bee5-402a-8d47-695d4e1dd37c | Clause:
The Borrower and its Subsidiaries are, as of the Closing Date, after giving effect to the Acquisition and the making of the Loans and the application of proceeds thereof, on a consolidated basis, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Solvency |
54ace44d-2f5b-42fc-bda9-5825adcefcab | Clause:
The execution, delivery and performance of the Transaction Documents by the Purchaser and the consummation by the Purchaser of the transactions contemplated thereby and hereby do not and will not (i) violate any provision of the Purchaser’s charter or organizational documents, (ii) conflict with, or constitute ... | Label: No Conflicts |
5e6a1e98-a44a-465a-8857-e198203d3e23 | 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 |
5cecbc1b-3f84-4112-873f-8d7e86265ef7 | Clause:
This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other similar method of... | Label: Counterparts |
913f2bf5-a292-4f44-a24e-322a671f5116 | Clause:
(a) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Subordinated Debtors and each affected Subordinated Lender, subject to any consent required in accordance with Section 9.0... | Label: No Waivers |
e7cd5188-5157-4071-a191-5dfcf662e90e | Clause:
Subject to Section 3, commencing as of the Effective Date, the Company hereby agrees to continue to employ Executive, and Executive hereby agrees to continue to be employed by the Company, in accordance with the terms and provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly... | Label: Employment |
eae4a519-465e-4a44-afa6-de73f6e5a883 | Clause:
As compensation for his services hereunder, during the Term, the Company shall pay the Executive in accordance with its normal payroll practices, an annualized base salary of $412,500 (“ Base Salary ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Base Salary |
78902cc3-6faa-44a4-a9b4-1e51ec40f7b0 | Clause:
Seller possesses, and upon Closing, Lessee will possess and have the right to use all intellectual property, licenses and other rights as are material and necessary for the conduct of business at the Properties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Intellectual Property |
e5a86527-85c5-4d20-81bd-5536eaf4820b | Clause:
Whether or not the Transactions are consummated, and except as otherwise provided in this Agreement, each Party to this Agreement will bear its respective fees, costs and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement or the Transactions (including... | Label: Expenses |
43181a43-b64c-4652-90a7-28ba94769f46 | Clause:
In reliance upon the representations and warranties of the Company and Purchaser contained herein and subject to the terms and conditions set forth herein, at the First Closing (as defined below), Purchaser shall purchase, and the Company shall sell and issue to Purchaser, ___ Units, at a negotiated purchase pr... | Label: Sales |
338ec06b-9df1-4b06-97f6-0d555ef004cd | Clause:
During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Exec... | Label: Litigations |
31f2560e-425c-48f1-90ec-7d8a8c2f68f0 | Clause:
Borrower shall use proceeds of the Loan to (i) make initial deposits of the Reserve Funds, (ii) make distributions to Equity Owner, (iii) pay costs and expenses incurred in connection with the closing of the Loan and the related Securitization, and (iv) to the extent any proceeds remain after satisfying clauses... | Label: Use Of Proceeds |
abef4748-b3b5-480c-891d-013632f0ced3 | Clause:
Upon full conversion of this Note and the payment of the amounts specified in this Section 2 , the Company shall be forever released from all its obligations and liabilities under this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Releases |
65f28535-4ac8-41fc-83e6-a91a0cedf29f | Clause:
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENT... | Label: Submission To Jurisdiction |
4a106986-cb19-41a0-9b9e-591ebadd9bff | Clause:
Except for Permitted Indebtedness and Permitted Liens, the Company has no Indebtedness nor any Liens other than as disclosed on Schedule 3.1(v) .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Liens |
5dd266a1-6259-4ff4-8717-62836f74e4b0 | Clause:
This Agreement and the rights and obligations of Assignor and Assignee hereunder shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors, assigns, heirs, executors, administrators, and personal representatives, shall be governed by and construed in accordance with... | Label: Miscellaneous |
ebe7be6f-5c43-4fac-be14-fe08b7a448c3 | Clause:
Keep the Property insured under its current or comparable policies against fire and other hazards covered by extended coverage endorsement and commercial general liability insurance against claims for bodily injury, death and property damage occurring in, on or about the Property.
Task: Classify this clause in... | Label: Insurances |
6b6d84cf-2d1a-4a6a-96a8-bac68612df58 | Clause:
Executive shall receive an annual base salary of One Hundred Twenty Thousand US Dollars (US$120,000.00), payable in accordance with the Company’s then-existing payroll policies (the “Base Salary”) and subject to all applicable withholding requirements. The Base Salary shall be reviewed by the Board and its Comp... | Label: Base Salary |
9ca7e4fa-a42c-4aeb-a7ed-9be4290ef407 | Clause:
Provided that no Default has occurred and is then continuing, the Borrowers shall have the option to (a) convert at any time all or any portion of any outstanding Base Rate Loans in a principal amount equal to $100,000 or any whole multiple of $50,000 in excess thereof into one or more LIBOR Rate Loans and (b) ... | Label: Notices |
9c81035d-0823-482f-94b4-a0fef8baab17 | Clause:
This Agreement may not be assigned, in whole or in part, by either party without the other party’s prior written consent and, except as herein provided, any such purported assignment will be null and void. Notwithstanding the foregoing, Company may assign this Agreement without the prior written consent of Col... | Label: Assignments |
c698d83a-bae2-4e07-b0f8-635aa60c600b | Clause:
In addition to any other rights and powers that it may possess under applicable law or by virtue of this Agreement, but in any event subject to Section 8.6 hereof and the Basic Documents to the contrary, the Manager shall have the full and absolute power and authority to bind the Company and take any and all ac... | Label: Powers |
36d8d718-5537-4a5f-8d48-c4968ad8e403 | Clause:
All capitalized terms used, but not otherwise defined, herein, including in the introductory and recital paragraphs above, shall have the meanings assigned thereto in Annex A of the Credit Agreement. The rules of interpretation contained in Sections 1.2 and 1.3 of the Credit Agreement shall apply to this Amendm... | Label: Definitions |
feb5a8a6-181d-4e03-8834-01fc4e6c2f43 | Clause:
EACH OF THE GUARANTORS AND THE TRUSTEE 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 THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these type... | Label: Waiver Of Jury Trials |
6860698e-3cae-4efa-8f23-1d0b9734b035 | Clause:
Without limiting Section 11 of the Note, the Borrower will, and will cause the Company and each of the Company’s Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the USA PATRIOT Act ... | Label: Compliance With Laws |
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