id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
fb384d47-6593-495a-9aba-ad7eb524025b | Clause:
If Employee is otherwise eligible to receive the Payment under Article 3, as a condition precedent to receiving such payment, Employee shall (i) execute and deliver to Company a release of all claims substantially in the same form attached hereto as Appendix A within twenty-two (22) days following the Terminati... | Label: Releases |
37a7c17e-56d8-414d-bb49-d452ef48c27d | Clause:
Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof: Notwithstanding Section 13.4 (Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business) of the Loan Agreement, or any other conflicting term or condition contained in the Loan ... | Label: Consents |
1467ecb5-a89c-4879-9e34-33dacf83e13d | Clause:
The provisions of Sections and 15 of this Agreement shall survive termination of this Agreement or the Closing and delivery of the deed to the Property and shall not be merged therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Survival |
f2d3297a-31d6-41ab-abc5-fe57d1b655a0 | Clause:
All payments made by a Credit Party pursuant to this Section 14 will be made without setoff, counterclaim or other defense, and shall be subject to the provisions of Section 2.06 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Payments |
082bdc97-b659-4751-8c6c-2df9c22ecbd4 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its or any other state’s or jurisdiction’s conflicts of law doctrine. The Parties specifically waive any the application of any and all conflicts of law provisions of the State of Texas and any ... | Label: Governing Laws |
fc050dc6-bdc4-4b09-97fa-8fec639f388e | Clause:
The execution, delivery, and performance of this Agreement and each of the other Loan Documents in accordance with their respective terms and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate any Applicable Law in any material respect or (ii) conflict with in a... | Label: Compliance With Laws |
1559bb7a-5e16-44b0-925b-b81f88aad4cb | Clause:
The Company and the Participant acknowledge and agree that during the Participant’s employment with the Company, the Participant will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company an... | Label: Confidentiality |
b21c2b25-93fe-4d18-b64e-237653fd74e0 | Clause:
Borrower has good, marketable and insurable fee simple title to the real property comprising part of the applicable Property and good title to the balance of the applicable Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan ... | Label: Titles |
6eb0d071-1154-4bd1-a54c-86289255f54f | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes. The net proceeds shall not be used for: (a) the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practi... | Label: Use Of Proceeds |
4b5130c8-43c5-42ca-a8fa-39c077b58110 | Clause:
This Agreement and any rights and obligations hereunder, may not be assigned by any party hereto without the prior written consent of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Assignments |
e35db9e8-5230-4c43-986a-201f1e0a9bbd | Clause:
Fiserv may assign, transfer, pledge or otherwise dispose of this Agreement or any part thereof or interest therein to any third party; provided that such third party is fully capable of performing all of Fiserv’s obligations and satisfying all of Fiserv’s liabilities under this Agreement and, provided further, ... | Label: Assignments |
b8dabfd0-623f-4f7f-a8f8-0f8026f1cd09 | Clause:
Subject to the proviso in clause (ii) of Section 3.01(a) , each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Financing Agreement, agrees that, unless and until the Discharge of First Lien Credit Agreement Obligations has occurred, it will not... | Label: Cooperation |
487f6ae7-a861-4337-95bc-444b04fbe610 | Clause:
This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement shall be effective both before and after the commencement of any Insolvency or Liquidation Proceeding. All references to the Company or any other Grantor shall include the Company or any other Grantor as de... | Label: Effectiveness |
71bbb4e8-3063-4601-ac94-0978d32c3d50 | Clause:
The aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Schedule 3.1(f ) hereto. A... | Label: Capitalization |
25b0a868-7ae4-4ad6-913b-014e3b6b9951 | Clause:
(a) Each payment (excluding voluntary and mandatory prepayments which shall be applied in accordance with Section 2.11 and Section 2.12(g) , respectively) in respect of principal, interest or fees in respect of Term Loans shall be applied to the amounts of such obligations owing to such Class of Term Lenders, ... | Label: Payments |
1d3e1dc2-28cf-4b9d-90c5-5dfca2ab25be | Clause:
There shall have been paid to the Administrative Agent, for the accounts of the Agents and the other Lenders, as applicable, all fees due and payable on or before the Closing Date and all expenses due and payable on or before the Funding Date, including, without limitation, reasonable, invoiced attorneys’ fees ... | Label: Fees |
59af9e06-097e-4f63-abb8-8abcc5ddfd5a | Clause:
The Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (herein called “ ERISA ”); no “reportable event” (as defined in ERISA) has occurre... | Label: Erisa |
183e2032-2a7f-4ffc-a0c1-bb4f5dd553b7 | Clause:
Date), the Company agrees to pay interest in respect of the unpaid principal amount of each Eurodollar Loan from the date the proceeds thereof are made available to the Company to (but excluding) the earlier of the conversion or maturity (whether by acceleration or otherwise) of such Eurodollar Loan, at a rate ... | Label: Closings |
362e56fe-aedc-4a6f-bddc-550897b55631 | Clause:
Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and personally delivered or sent by a recognized overnight courier service to Employee’s residence as last shown on Employer’s employment records, in the case of Employee, or to Kemper Corporate Services, Inc., ... | Label: Notices |
4c9727d1-a858-4407-ab7f-8dfcca4995b6 | Clause:
This Agreement constitutes all of the understandings and agreements of whatsoever nature or kind existing between the parties with respect to Manager's management of the Hotel. The parties each hereby acknowledge, represent and agree that in entering into this Agreement, they are not relying upon any statement,... | Label: Agreements |
5d6ef51d-8f8e-44c5-b5d3-bb91ce1010b8 | Clause:
Each party hereto acknowledges and agrees that such party will not defame or publicly criticize the services, business, integrity, veracity or personal or professional reputation of the other party and, in the case of the Company, its officers, directors, partners, employees, affiliates or agents thereof, in ei... | Label: Non-Disparagement |
fe180498-c756-4435-b82d-9e92e3cc5d50 | Clause:
This Non-Compete Agreement shall be governed by and construed under the laws of the State of Ohio, without regard to the choice of law provisions thereof. If the Non-Compete Agreement is held unenforceable to any extent in any jurisdiction, such holding will not impair the enforceability of the Non-Compete Agr... | Label: Governing Laws |
7bccfde6-10f8-41c4-b4c4-980fdb84fb46 | Clause:
To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and the liabilities referenced herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Assignments |
172123fa-811b-40f7-acb2-4ffc127b6e63 | Clause:
SLB shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, except as provided in Section 3.2.2, without Energy Recovery’s prior wri... | Label: Assignments |
b4112ac9-68d8-415c-baf9-e91055c258a2 | Clause:
This Article VI shall survive the Closing as well as the termination of 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, Authorizations, Ba... | Label: Survival |
47e16bfc-f77b-416a-9873-33b3eb533f2e | Clause:
If any change is made to the outstanding Stock or the capital structure of the Company, the Shares shall be adjusted or terminated as contemplated by Section 9.1 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Adjustments |
1a40e88f-632f-46eb-baeb-ff7748314d1b | Clause:
During the Term, Executive shall receive an annual base salary in the amount of Two Hundred Thousand Dollars (“$200,000”) payable in accordance with the normal payroll practices of the Company. Annual salary increases shall be according to Company policy which are based on merit and the Company’s financial perf... | Label: Base Salary |
edb756fe-c03c-46cc-a534-982108be9755 | Clause:
Each Borrower shall keep accurate and complete records, in all material respects, of its Accounts, including all payments and collections thereon, and shall submit to Administrative Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Administrative Agent, on such periodi... | Label: Records |
1a48b09e-68fd-4537-8078-af7248996681 | Clause:
Subject to the provisions of this Agreement, each of the parties hereto agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be reasonably requested by any other party in order to carry out the... | Label: Further Assurances |
fe5c894d-8236-4eab-98f0-b19ea08037d2 | Clause:
The Option shall vest in full (100%) on the earlier to occur of the one-year anniversary of the Grant Date and the date of the next annual meeting of the Company’s stockholders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Vesting |
778970a5-9729-41bf-960d-23c7570b1466 | Clause:
Each Party agrees that during the course of performance of this Agreement, such Party may receive or learn information relating to the other Party, including without limitation the customers, suppliers, capacities, processes, patents, products, procedures, know-how, costs, business plans, assets or business of ... | Label: Confidentiality |
de3c7500-5722-486f-9fd5-6ec8b798e7f0 | Clause:
Each Member (a) represents and warrants to the other Member that neither it nor its Affiliates have dealt with any brokers of any type, investment bankers, consultants or other third parties, who are entitled to receive a commission or other compensation in connection with the (i) acquisition of the Property, (... | Label: Brokers |
63848708-7571-4585-a098-b009ebb96998 | Clause:
Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification under this Agreement, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged ... | Label: Cooperation |
68557357-7e99-44fd-bece-0a31ff35d45e | Clause:
Subject to Section 14.1(g) , the Lenders shall hold all nonpublic information obtained pursuant to the requirements of this Agreement, and identified as such by the Borrowers, in accordance with such Lender’s customary procedures for handling confidential information of this nature and in accordance with safe a... | Label: Confidentiality |
7e6c5f70-895a-4ae0-bca4-e66b61b29adb | Clause:
Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, off... | Label: Confidentiality |
665725ac-de3e-4adf-aa1e-a37160a7f913 | Clause:
Except as set forth on Schedule 3.1(h), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or suc... | Label: Financial Statements |
02bd2a7a-909a-49d7-a327-a5ec4f1564c8 | Clause:
Executive agrees to cooperate with the Company, during the Term and for the six (6) years immediately thereafter, by being reasonably available to testify on behalf of the Company or any Affiliate in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Co... | Label: Cooperation |
1b0462fd-fc49-4a06-a2ba-fade917145db | Clause:
Any controversy or claim (except those regarding Inventions, Proprietary Information or intellectual property) arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and jud... | Label: Arbitration |
3db2095e-e65c-460c-9ebd-37148dd89e58 | Clause:
Any notices to be given hereunder shall be given in the manner as set forth in the APA.
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, Ba... | Label: Notices |
81d38b3e-2d5c-4a1d-8a57-4b5ada57c899 | Clause:
Except as otherwise expressly provided in the Loan Documents, all notices, requests, demands, directions and other communications provided for hereunder or under any other Loan Document must be in writing and must be mailed, telegraphed, faxed, dispatched by commercial courier or delivered to the appropriate pa... | Label: Notices |
c3986c8a-b6d6-4083-9f36-958b89f2015a | Clause:
This Agreement contains a complete statement of all agreements between the parties with respect to its subject matter and except as expressly set forth herein supersedes all previous agreements, arrangements and understandings, written or oral, relating to its subject matter and cannot be changed or terminated ... | Label: Miscellaneous |
92bc93d4-1bc4-44df-a619-6b4a644810cf | Clause:
The Agent will be entitled to reasonable compensation for its services hereunder, which compensation will in no event exceed $1,000 per quarter, and will be entitled to reimbursement for reasonable out of pocket expenses incurred in connection with its actions as the Agent if such expenses are preapproved by th... | Label: Expenses |
c43cf52c-76e3-4b53-8bc5-7b73fb19e0e1 | Clause:
Both Parties agree to use [**] to obtain and maintain and mutually endorse each Party, during the Term of this Agreement, commercial general liability insurance coverage, including product liability insurance, with limits of not less than [**].
Task: Classify this clause into ONE of these types (exactly one la... | Label: Insurances |
02547fb6-ac70-4ac4-9861-96a9bca3136d | Clause:
This Amendment and the Agreement constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Entire Agreements |
f4d6932a-555f-4574-a8d7-e764227eb052 | Clause:
This Amendment may be signed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Counterparts |
7f40637b-7305-4c24-adec-f5fc8c684a20 | Clause:
This Agreement (including its exhibits, appendices and schedules), and the other documents delivered pursuant hereto and thereto constitute a complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all other prior agreements, arr... | Label: Entire Agreements |
9b1d57d6-78ed-42fe-9795-0f9503a652e2 | Clause:
No Default or Event of Default (as such terms are defined in each of the Term Loan Credit Agreement or the Senior Notes Indenture, as applicable) has occurred and is continuing under the Senior Notes Indenture or the Term Loan Credit Agreement other than the Specified Defaults.
Task: Classify this clause into ... | Label: No Defaults |
df22d90e-12f7-499e-9aed-eccdc9d0c737 | Clause:
Subject to the Budget covenant in Section 6.22, including Permitted Variances, and any necessary Bankruptcy Court approval, comply, and cause each of its Subsidiaries to comply, in all material respects with all Requirements of Law, including (a) the Natural Gas Policy Act of 1978, as amended, (b) Environmental... | Label: Compliance With Laws |
daf544c7-6f07-4e45-8561-37170b224a1b | Clause:
EACH PARTY IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY A PARTY TO COMPEL THE DISPUTE RESOLUTION PROCEDURES PROVIDED IN SECTION 11.15 OF THIS AGREEMENT AND ARTICLE X OF THE SEPARATION AGREEMENT AND THE ENFORCEMENT OF ANY AWARDS OR DECISION OBTAINED ... | Label: Waiver Of Jury Trials |
61f5b909-bd2a-46bf-9ff9-57d94701b953 | Clause:
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, sent by reputable overnight delivery service, or be personally delivered to the party to whom it is to be given (a) if to the Company, at the address... | Label: Notices |
b0a3e4c3-5152-411a-9c0b-951e0a2e9612 | Clause:
All communications hereunder shall be in writing and effective only upon receipt and (i) if sent to the Purchaser, will be mailed, hand delivered, couriered or sent by fax transmission or electronic mail and confirmed to it at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New Y... | Label: Notices |
ff51fa74-d32f-42ca-a716-9d9afa83999c | Clause:
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary (if any) free and clear of any Liens, and all of the issued and outstanding shares of capital stock of eac... | Label: Subsidiaries |
37e1cf39-f920-4b07-a932-190cc65023b9 | Clause:
All notices, requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) by overnight delivery with a reputabl... | Label: Notices |
46fbad8c-48d1-4550-bff3-1fdd7841e3bc | Clause:
Each Holder will cooperate with the Company, as reasonably requested by the Company, in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's irrevocable election to exclude all of such Holder's Registrable Sec... | Label: Further Assurances |
cb4a2871-40ce-4353-a726-1f0e29ec3c95 | Clause:
Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liabl... | Label: Terminations |
cb617fd2-e8a4-480d-a32d-888aa33a6b0d | Clause:
No failure on the part of the Secured Party to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement precl... | Label: No Waivers |
dacf8331-b475-4f74-a3d7-6eabb738a810 | Clause:
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided , however , that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ... | Label: Successors |
61a997ed-e966-491e-9a71-2822e2529083 | Clause:
BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST LENDER OR ANY RELATED PARTY IN ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS RELATING... | Label: Submission To Jurisdiction |
bf71ed57-a614-44f6-bc00-c23756182a19 | Clause:
The Parties acknowledge and agree that it is their mutual objective and intent to minimize taxes in accordance with applicable Law with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve s... | Label: Cooperation |
ffbfdcb4-d6d7-4a8c-a0b3-a80cf79e2bb9 | 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 1,090,909 Shar... | Label: Closings |
32e8f7a5-cf9e-4b40-b413-43497c76c0c3 | Clause:
This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are paid in full in cash and any commitments of the Lenders pursuant to the ... | Label: Terminations |
b46265f4-0d7a-4834-99ea-7caf5a160352 | Clause:
The Company shall make reasonable efforts to comply with all applicable federal, state and other applicable securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company will not be obligated to issue any securities pursuant to this Agreement if the issuance thereof woul... | Label: Compliance With Laws |
afa2028c-8854-45c9-9379-f699e0d922c1 | Clause:
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a... | Label: No Conflicts |
64249cc9-8147-423b-8599-2d2cbd523a2a | Clause:
If a court rules that any provision of this Agreement is not enforceable in the manner set forth in this Agreement, that provision should be enforceable to the maximum extent possible under applicable law and should be reformed accordingly. If a court rules that any provision of this Agreement is invalid or un... | Label: Enforceability |
e2454a3c-b2a1-4526-be9e-a259a58b1229 | Clause:
Borrower is duly formed, validly existing and in good standing under the laws of the State of Delaware, and has full power and authority to execute, deliver and comply with the Loan Documents and to carry on its business as it is now being conducted.
Task: Classify this clause into ONE of these types (exactly ... | Label: Qualifications |
c01b6f9c-9bb4-46c8-84a8-0450958b57d1 | Clause:
MAKER HEREBY KNOWINGLY AND VOLUNTARILY INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS ON THE PART OF ANY PARTY RELATING TO THIS ... | Label: Waiver Of Jury Trials |
cbb27ced-d299-4010-bc1d-e7904196ce2f | Clause:
All communications and notices hereunder shall (except as otherwise permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Loan Party shall be given to it in care of the Borrower, with such notice to be given as p... | Label: Notices |
deccf7d3-023d-440b-bcda-19b06e5e8ba1 | Clause:
All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “ Notice ”) must be in writing and addressed to the other party at its address set forth below (or to such other address that the receiving party may designate from time to time in accordance with th... | Label: Notices |
f3818beb-0631-4067-88d4-76e9866600a5 | Clause:
Any provision of this Agreement which is adjudicated to be invalid or unenforceable in any jurisdiction or under any circumstance shall be ineffective to the extent of such invalidity or unenforceability only and shall be deemed reformed so as to continue to apply to the maximum extent and to provide the maximu... | Label: Severability |
11ecc413-09bd-4168-80d2-c91ff7c3626f | Clause:
This Escrow Agreement sets forth the entire agreement between Landlord, Tenant, and Escrow Agent relating to the matters recited herein, and may not be contradicted by evidence of prior, contemporaneous, or subject to oral agreements of the parties .
Task: Classify this clause into ONE of these types (exactly ... | Label: Entire Agreements |
673ad27b-a31c-4f4f-b55f-2c6b8d5f3c2c | Clause:
The Borrower agrees to pay to the Administrative Agent, for its own account, the fees described in any administrative agency fee letter entered into by the Borrower and the Administrative Agent (or its successors or assigns).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Fees |
bb26c67e-5e43-4665-bc80-f895d1bd36e1 | Clause:
The Company represents and warrants to the Shareholder Parties that (a) the Company has the corporate power and authority to execute this Agreement and to bind it hereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation an... | Label: Representations |
02b05d83-227b-4dd2-843a-e8cb8250eae3 | Clause:
This Amendment embodies the complete agreement and understanding among the Parties relating to the subject matter hereof.
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: Entire Agreements |
fe1054cd-f128-48cd-9057-9f0f5ab09435 | Clause:
Use the proceeds of any Loan made hereunder for any purpose other than (a) on the Effective Date, (i) to replace by amendment and restatement the Existing Obligations, (ii) to pay transactional fees, costs, and expenses incurred in connection with this Agreement and the other Loan Documents and (b) thereafter, ... | Label: Use Of Proceeds |
5cdb0b90-1f5b-4981-9fe3-361e410d8859 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any such state’s choice of law provisions which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the Parties irr... | Label: Governing Laws |
3e7391e2-9346-4ff6-9361-7b7dd22f8cc1 | Clause:
If any provision of this Deed to Secure Debt should be held unenforceable or void, then that provision shall be separated from the remaining provisions and shall not affect the validity of this Deed to Secure Debt except that if the unenforceable or void provision relates to the payment of any monetary sum, the... | Label: Severability |
a5c2c0c6-db11-445a-a75b-6462e780c9de | Clause:
Employee acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time, scope of protected activity, geographic area, and in all other respects. Each of the Restrictive Covenants shall be considered and construed as separate and independent covenants. Should any part or provisio... | Label: Severability |
c7d41815-5758-4546-985b-ac2bd1625f38 | Clause:
Request any Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or... | Label: Use Of Proceeds |
042ed1da-2604-4ea3-aa0b-b11b4cff43e5 | Clause:
(a) Unless previously terminated, the Commitments shall terminate on the Revolving Maturity 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, Authoriz... | Label: Terminations |
9ade96d5-0c00-417d-ad89-d31dabc6850b | Clause:
Borrower will give notice to the Agent within ten (10) Business Days after Borrower, Guarantors or any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in §4043 of ERISA) with respect to any Guaranteed Pension Plan, or knows that the plan administrator of... | Label: Erisa |
05540ff2-7a9c-4773-8f91-23d2c3921200 | Clause:
The Loan Parties and each of their Restricted Subsidiaries have timely filed or caused to be filed all tax returns and reports which are required to be filed, except where failure to file any such returns would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and ... | Label: Taxes |
56c3b831-e1de-45dd-be05-da942907834a | Clause:
As of the Closing Date, the Borrowers are, and on each date on which this representation and warranty is made or deemed made thereafter will be, on a Consolidated basis, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Solvency |
7da63fc5-79d2-485b-9765-15d1d711acc1 | Clause:
The Committee may amend, modify or terminate the Award and this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this Award determined as if it had been fully vested on the date of suc... | Label: Amendments |
7f56b9e6-8bbd-46f9-a2ac-9161d746c9c7 | Clause:
All rights in and to all United States, Canadian and foreign patents, tradenames, trademarks, corporate names, service marks, copyrights, domain names and/or applications therefor and the like, and all other intellectual property of any kind or nature, whether arising under statute, common law or otherwise, reg... | Label: Intellectual Property |
13c9c5c1-2295-4eac-b222-e9f0431af1b2 | Clause:
That time period between the Commencement Date and the Termination 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, Bene... | Label: Terms |
049e6ca4-36ef-4c65-ac46-cdaac4506757 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the pr... | Label: Successors |
d634e991-09d6-447a-8d06-6f32006c00b0 | Clause:
As of the Effective Date, there is no material fact or condition relating to the financial condition and business of the Company and its Subsidiaries which is not reflected in its most recently filed financial statements or any posted SEC Form 8-K which has a Material Adverse Effect and which has not been relat... | Label: General |
86f7d107-1563-423f-b182-ad647873620e | Clause:
The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Headings |
64915ccc-c898-497c-914c-d0ff4786bec9 | Clause:
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH P... | Label: Waiver Of Jury Trials |
e6e1ba07-b7ac-4b46-a809-74d9faf656d0 | Clause:
The Parties will each pay their own transaction expenses, including the fees and expenses of investment bankers (if any), attorneys, accountants, consultants and other advisors, incurred in connection with this MOU and the transaction contemplated herein.
Task: Classify this clause into ONE of these types (exa... | Label: Expenses |
f510e0c9-026a-4f77-b406-8378d071cc5b | Clause:
The Employee Retirement Income Security Act of 1974, as amended, or any successor statute, and regulations and guidance issued thereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Erisa |
123dc08a-5bf8-4920-ae89-22b08c013025 | Clause:
The capitalization of the Company is as set forth on Schedule 2.1(g) , which Schedule 2.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by (i) officers and director of the Company and (ii) each person who owns beneficially more than 5% of each class of the Company... | Label: Capitalization |
94a1d4d0-0e2e-47ae-be34-987bd6691fd9 | Clause:
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of t... | Label: Survival |
7faee100-a5db-46d9-8f31-33fcd613143e | Clause:
None of the terms and conditions of this Agreement shall survive the termination of this Agreement, except Sections 6 , 7 , 8(g), 8(h), 10, 11 , 12 , 14(b) and 15 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Terminations |
4966399e-f106-45f5-89c1-3c96237e7d2e | Clause:
If all or any part of the Indebtedness shall become due and payable as specified in Section 5.03 hereof following the occurrence and during the continuation of an Event of Default, Secured Party may then, or at any time thereafter apply, set off, sell in one or more sales, lease or otherwise dispose of, any or ... | Label: Remedies |
56529727-1022-4a62-ad71-81cf2a511ae5 | Clause:
In connection with the Merger Agreement, as of the Effective Time as defined therein, Indemnitor shall assume and pay, honor and discharge when due, and shall indemnify Indemnitors and their affiliates against, all debts, adverse claims, liabilities, judgments and obligations, including tax obligations, of AHLL... | Label: Indemnifications |
594a0908-9268-4bff-a832-25de05b2139e | Clause:
The Assets will be sold free and clear of any and all liens or encumbrances. All Assets shall be conveyed and transferred by means of a General Assignment as appropriate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Titles |
5cc20249-04c5-49c1-aeb7-20ae9dbac2de | Clause:
Except as set forth on Schedule 5.13 (as such schedule may be updated from time to time upon notice by Borrower to Lender), Borrower has no Subsidiaries.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Subsidiaries |
199cc867-f486-411a-a8c1-5771b57755a3 | Clause:
All representations, warranties, covenants, agreements, undertakings, waivers and releases of Borrower and the Guarantors contained herein shall survive the termination of the Loan Restructuring Period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Survival |
278eb543-e122-4e44-a18e-bb8261e78ee4 | Clause:
Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares issuable upon exercise of the Options prior ... | Label: Compliance With Laws |
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