id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
2f05ff8a-90ca-4de5-ad74-44b3d288543f | Clause:
Resources owns a 1% general partnership interest in Seller (the “GP Interest”) free and clear of all Liens except as set forth on Schedule 4 . 5 . Except for the GP Interest, Resources does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint vent... | Label: Subsidiaries |
2ee6cd14-aec3-49e8-9c7a-88bd6135de95 | Clause:
Headings and titles of parts and sections are for convenience only and have no interpretative significance.
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... | Label: Headings |
607e16ba-774b-4f05-b3f1-58356ec9bbcd | Clause:
Each party hereto agrees that in the event that any dispute, claim, proceeding or action arises out of or in connection with this Agreement, the BOCO Notes, or the Loan Documents or the terms of any of them, the prevailing party to any such dispute, claim, proceeding or action shall be awarded reasonable attorn... | Label: Costs |
a0c5540b-3a89-4b61-a34a-7647705b5112 | Clause:
The Administrative Agent shall be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base and that such Oil and Gas Properties constitute at least 85% of the present value of the Proven Reserves of the Borrower and the Guarantors as determined by the Administ... | Label: Titles |
6455c746-7336-46f8-9252-08948bc0acd6 | Clause:
Seller is not (i) an “employee benefit plan” (within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ( “ ERISA ”)) that is subject to the provisions of Title I of ERISA, (ii) a “plan” that is subject to the prohibited transaction provisions of section 4975 of the I... | Label: Erisa |
b354e3e3-b49e-48b9-87d2-a26fe91314c4 | Clause:
This Agreement may be terminated at any time for any reason by Mr. Brannan, provided that Mr. Brannan will be required to give at least ten (10) days advance written notice of any termination during the Term. The Agreement may not be terminated by the Company prior to the end of the Term except for cause.
Task... | Label: Terminations |
25a3aa98-6096-490b-b0d3-6a7a822e8165 | Clause:
Each of the parties hereby agrees that it will hereafter execute and deliver any further document as may be reasonably necessary or desirable to effectuate the purposes hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Further Assurances |
9c03c121-e1c6-47e6-a96e-59cf92aae22a | Clause:
This Agreement constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, and understandings, whether written or oral, among the Parties with respect to the subject matter of this Agreement; provided , however , that, ... | Label: Entire Agreements |
b0257c10-dcfc-400a-9723-ffeb393dc74c | Clause:
Except as otherwise provided in this Agreement with respect to Selling Expenses and Transfer Taxes, each of the Parties shall bear its respective expenses incurred or to be incurred in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transacti... | Label: Expenses |
41624560-9888-4f08-ae60-b3cdfdeb18dc | Clause:
Borrowers hereby represent that, except for Eastdil Secured (“ Broker ”), it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrowers will pay Broker a commission pursuant to a separate agreemen... | Label: Brokers |
f132036b-6d80-4c18-b684-8139d797e5eb | Clause:
Each of the Companies has the requisite limited partnership power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of the Companies, and the performance by ea... | Label: Authority |
e568ea0c-ae53-445f-9299-307eec8f97e5 | Clause:
Each of the Administrative Agent, the Lenders, the Arrangers, the Joint Bookrunning Managers, the Syndication Agents and the Documentation Agents agrees to maintain the confidentiality of the Information (as defined below) and neither use nor disclose such Information, except that Information may be used by suc... | Label: Confidentiality |
022099b8-3f21-49b4-af23-6eb4f69005f6 | Clause:
There are no Affiliates of Borrower except as set forth herein and on the Disclosure Schedule. Borrower is not a party to any partnership or joint venture except as set forth on the Disclosure Schedule.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Subsidiaries |
70bde8ad-8cee-44ec-8d77-23dec7e7b76b | Clause:
During employment and after the termination of this Agreement and the Executive's employment for any reason, the Executive agrees to reasonably cooperate with and at the request of the Company in the defense or prosecution of any legal matter or claim in which the Company, any of its Affiliates, or any of their... | Label: Cooperation |
f2e8da31-742b-4e75-9b0e-69bb3834cd57 | Clause:
EACH PLEDGOR, ADMINISTRATIVE AGENT AND LENDERS MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 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 TRANSACTI... | Label: Waiver Of Jury Trials |
4625fcfd-bc0a-4647-bec1-f0ba3690362d | Clause:
Terms not defined in this Agreement shall have the meanings assigned thereto in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “ Sale and Servicing Agreement ”) among the Purchaser, as seller, Honda ... | Label: Definitions |
ac6f372b-96b8-4685-a7b3-8cf4d22f8796 | Clause:
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that monetary damages, even if available, would not be adequate remedy therefore. Accordingly, each of ... | Label: Remedies |
048f7db7-2c80-4e16-9b9f-af3ceb13dc32 | Clause:
The Company shall retain all books and records with respect to tax matters pertinent to the Company, the Permal Contributed Equity Interests and the EnTrust Contributed Equity Interests relating to any tax periods and shall abide by all record retention agreements entered into with any Taxing Authority, and sha... | Label: Records |
47a1b34f-ca11-43cb-b18f-9a46a91aba5c | Clause:
Payments made hereunder shall be made subject to required governmental withholdings.
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 ... | Label: Withholdings |
05aaee09-2ec1-4eef-b820-0845956e54b2 | Clause:
Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any transferee or successor of the Employee pursuant to Paragraph 8.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Successors |
6c5f4e75-ab3b-42db-90fc-57e93a191c19 | Clause:
The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof. The specification of any dollar amount or the inclusion of any item in the representations and warranties con... | Label: Construction |
1ad656d8-f0aa-4e47-b5cf-c028961509c1 | Clause:
(a) Any and all payments by any Loan Party on account of any Obligation shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Indemnified Taxes or Other Taxes are required to be deducted and withheld from any amounts payable to the Administrative Ag... | Label: Taxes |
02247970-a834-4345-a354-e212ed34bfa8 | Clause:
Except as may be otherwise provided by the Plan or determined by the Administrator, any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Noti... | Label: Notices |
23945e25-4b96-482f-b4c4-d0941ccca4a9 | Clause:
Assignor hereby grants, sells, conveys, transfers, assigns, and delivers ail of its rights, title, and interest in and to the Lease to Assignee as of the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Assignments |
a699787c-88c8-481a-bbc6-25fb4d15951f | Clause:
This Guaranty is delivered in Cleveland, Ohio, and the Guarantor (a) hereby irrevocably submits to the jurisdiction of the state courts of the State of Ohio and to the jurisdiction of the United States District Court for the Northern District of Ohio, for the purpose of any suit, action or other proceeding aris... | Label: Jurisdictions |
138b8012-dbc5-48b3-a1b0-0346a6f6bb12 | Clause:
Each Party warrants that no promise, inducement, or agreement not expressed herein has been made in connection with this Agreement. This Agreement is an integrated document representing the entire understanding between the Parties with respect to the subject matter of this Agreement. The Parties agree that this... | Label: Entire Agreements |
2a81ac43-dc71-4e70-876e-eda70e611f1e | Clause:
Each Holder shall have the right to specifically enforce all of the obligations of the Company under this Agreement (without posting a bond or other security) and the obligations of the other Holder, in addition to recovering damages by reason of any breach by either the Company or the other Holder of any provi... | Label: Remedies |
3ece520c-b532-4e76-8db8-dde0d8085ea3 | Clause:
The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of shares of Common Stock and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (in... | Label: Compliance With Laws |
a9a584b9-0f1e-4257-aac8-b2360060a46e | Clause:
For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with re... | Label: Notices |
b2b956f3-716e-4390-a084-d8c78df2c2ce | Clause:
Each party represents and warrants to the other that it has not dealt with any real estate broker, salesman or finder in connection with this transaction, other than Coldwell Banker Commercial Upchurch Realty, which has acted as the sole agent in this transaction (“Broker”). Seller shall be obligated to pay a f... | Label: Brokers |
37ef54f5-e306-45ec-bf07-0bce98f189e5 | Clause:
The Company has the corporate power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder. The execution and delivery by the Company of the Loan Documents and the performance of its obligations thereunder have been duly authorized by proper corporate p... | Label: Authorizations |
b2692335-f7e4-4e53-aa8e-6b5bcfe9b333 | Clause:
Except as disclosed in the SEC Documents and except where the failure to obtain any such consent, authorization or order or make any such filing or registration would not reasonably be expected to result in a Material Adverse Effect, the Company is not required to obtain any consent, authorization or order of, ... | Label: Authorizations |
ffcaeb9b-88c7-4fb2-9ca0-feea973a72fc | Clause:
This Security Agreement shall terminate upon the satisfaction and payment in cash of all Obligations owed to Secured Party by the Debtor, but shall automatically be reinstated in the event any such payment is or is ordered to be returned by Secured Party.
Task: Classify this clause into ONE of these types (exa... | Label: Terminations |
8a6debb4-84f3-41be-bc40-7ebe8455dc4c | Clause:
Sections 8 (“No Conflict of Interest”), 9 (“Confidentiality and Proprietary Rights”), 10 (“Non-Solicitation of Company Employees”), 11 (“Non-Disparagement”), 12 (“Injunctive Relief”), 13 (“Agreement to Arbitrate”), 14 (“General Provisions”) and 16 (“Entire Agreement”) of this Agreement shall survive Executive’s... | Label: Survival |
0776ab22-ddc0-4442-aafa-55dd52b83c99 | Clause:
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any resp... | Label: Severability |
90d819df-1d5b-4d29-a41d-7289c102446f | Clause:
Notwithstanding anything to the contrary in this Security Agreement, the representations, warranties and covenants made by each Issuer in this Security Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent (pursuant to th... | Label: Warranties |
593a3d21-d7d9-48a9-af72-998602ce972d | Clause:
During the pendency of such action with respect to any Third Party IP Claim, at the other Party’s request, the Party responsible for defending or enforcing any such action (the “ Responsible Party ”) shall provide the other Party with all information reasonably requested regarding the status of such action (sub... | Label: Cooperation |
9acc0e5f-fd28-487c-90bf-104b0cea10fd | Clause:
The respective representations and warranties of the OS and DanDrit contained in this Agreement or in any instrument or other document delivered pursuant to this Agreement shall expire with, and be terminated and extinguished upon, the consummation of the Closing. This Section 8.1 shall have no effect upon any ... | Label: Warranties |
a1de0add-c524-4f23-a1ff-d89497fc4959 | Clause:
Each Seller will not, directly or indirectly, use the proceeds of the Purchase Price, or any benefit derived from this Agreement, to fund any activities or business of or with any Person, including a Supplier or in any country or territory, that is, or whose government is, the subject of Sanctions; or in any ot... | Label: Use Of Proceeds |
f539bc7f-6568-4607-8886-8e72093af315 | Clause:
Borrower shall fail to maintain in full force and effect all Policies required hereunder and such failure continues until the earlier to occur of (i) five (5) days after written notice from Lender or (ii) the expiration of any of such Policies.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Insurances |
55a2b0b5-2327-4538-9c6b-8634f9dc343f | Clause:
The Holder is acquiring this Warrant and will acquire the Warrant Exercised Units for its own account, with no present intention of distributing or reselling this Warrant or the Warrant Exercised Units or any part thereof in violation of applicable securities laws. The Holder acknowledges that this Warrant has ... | Label: Representations |
b8129552-4694-4b85-a44f-863b1c5b7d9b | Clause:
This Amendment may be executed in any number of counterparts, each of which when taken together shall be deemed to be one and the same instrument. Tenant shall provide two (2) executed original counterparts of this Amendment to Landlord, and upon Landlord’s counter-signature Landlord shall provide Tenant with o... | Label: Counterparts |
beb38825-f786-4a8b-9b6a-64d71cd52b63 | Clause:
The Executive and the Company acknowledge that the covenants contained in Sections 8, 9 and 10 are reasonable under the circumstances. Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority t... | Label: Remedies |
869568c7-983d-4aaf-b9d6-c8361692ba33 | Clause:
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms which are defined in the UCC are used herein as so defined (and if defined in more than one article of the UCC shall have the meaning ... | Label: Definitions |
ba3a0755-fd41-4b04-b607-429e1fc87fed | Clause:
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other t... | Label: Disclosures |
664f900d-86a4-4294-998b-5ea1fd555f58 | Clause:
The Parties agree and acknowledge that this Exhibit A shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles. With respect to any claim or dispute arising out of or related to this Agreement or Exhibit A, the Parties hereby consent ... | Label: Governing Laws |
5e4247f4-b4bf-45de-aad2-e0c714469931 | Clause:
FROM AND AFTER THE EFFECTIVE DATE, THE ADMINISTRATIVE AGENT SHALL MAKE ALL PAYMENTS IN RESPECT OF THE ASSIGNED INTEREST (INCLUDING PAYMENTS OF PRINCIPAL, INTEREST, FEES AND OTHER AMOUNTS) TO THE ASSIGNEE WHETHER SUCH AMOUNTS HAVE ACCRUED PRIOR TO OR ON OR AFTER THE EFFECTIVE DATE. THE ASSIGNOR AND THE ASSIGNEE ... | Label: Payments |
71741ae5-67dc-4d34-8b6f-f6b9d35db436 | Clause:
Notwithstanding any agreement between the Parties to the contrary, WPG and Glimcher agree that each party is responsible for their own attorneys’ fees and costs incurred in connection with the preparation, negotiation, and/or execution of this Agreement; provided that WPG will reimburse Glimcher for up to $10,0... | Label: Costs |
19c8b40e-9bf9-4fe1-8a2c-ac6536c2c31c | Clause:
The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of ... | Label: Authority |
891b7ee7-e889-434f-b6ef-22208b4c199d | Clause:
Each Agent and each Lender shall hold all nonpublic information obtained pursuant to the requirements of this Agreement in accordance with such Agent’s and such Lender’s customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices and in any e... | Label: Confidentiality |
e8eca2ce-69a4-496a-9abc-439012b7edd3 | Clause:
The existence of this Plan and Incentives granted hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure and its business, or any merger or co... | Label: Adjustments |
8cf0612d-ec3b-4628-98a1-051f33bc899e | Clause:
The Company may require payment of or withhold any income or employment tax which it believes is payable as a result of the grant or vesting of the Restricted Shares or any payments thereon or in connection therewith, and the Company may defer making delivery with respect to the shares until arrangements satisf... | Label: Taxes |
d791c123-572e-4fc6-ba79-109e24c90809 | 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 a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Disqualified In... | Label: Participations |
d2569905-3dbe-4e91-be4d-1916b7273636 | Clause:
Each party hereto represents and warrants that the individual executing this Sublease on such party's behalf is authorized and empowered to do so and to thereby bind the party on whose behalf he or she is signing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Authority |
e4971825-71f4-4673-a5cc-ae81c80e2391 | Clause:
This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without giving effect to the rules governing the conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Governing Laws |
16490792-412a-4bf8-b1f9-2955dd82c783 | Clause:
Except as otherwise expressly provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Expenses |
cde99f6d-00bb-4364-8ef3-156a0307eb8b | Clause:
Notwithstanding anything in this Agreement to the contrary, the provisions of Section 3.22 and this Article VI shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days.
Task: Classify this clause into ONE of ... | Label: Survival |
382126e4-d4ac-4d5f-ac0b-4788a9a46ec7 | Clause:
The parties hereto agree that each party shall pay its respective costs, including attorneys’ fees, if any, associated with this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Expenses |
c67525a4-c6da-4f6f-be48-8aee1a84e0e8 | Clause:
The Plan shall be administered, construed and governed in all respects under and by the laws of Ireland, without reference to the principles of conflicts of law (except and to the extent pre-empted by applicable laws of the United States).
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Governing Laws |
de675104-2d73-437d-8d57-c1192a19d927 | Clause:
Indenture Trustee represents and warrants that pursuant to the terms of the Indenture: (a) Indenture Trustee is authorized to enter into this Agreement and bind each holder of the Issuer’s Obligations, including each original Noteholder and each transferee Noteholder; and (b) each holder of the Issuer’s Obligat... | Label: Representations |
53673bde-0941-44fd-a4ae-125d498a89b8 | Clause:
Until such time as Executive no longer serves as Interim CEO, the Company shall pay to Executive a base salary of $950,000 per annum, payable consistent with the Company’s standard payroll practices then in effect (“Interim CEO Base Salary”). In the event the Company determines to discontinue the position of In... | Label: Base Salary |
129d0405-4d82-4994-8f56-3b614d6475f6 | Clause:
(a) All fees and interest hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed, except that (i) interest on Base Rate Loans calculated using clause (b) of the definition of “Base Rate”, (ii) interest on Prime Rate Loans calculated using clause (a) of the definition of “Prime ... | Label: Fees |
5b658b98-af62-4cef-84b9-3da72c756d69 | Clause:
Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, the filing wi... | Label: Consents |
43500e6f-a40c-4ebf-bab1-5ede22fb0cf9 | Clause:
Swingline Loans shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Margin. Interest payable on Swingline Loans is solely for the account of the Swingline Lender. All accrued and unpaid interest on Swingline Loans shall be payable on the dates and in the manner provided in Section... | Label: Interests |
23d24cb8-4fbc-4986-b4e7-e03c6bf02feb | Clause:
The Company has no direct or indirect subsidiaries other than those set forth on Schedule 3.1(a) hereto. Except as set forth on Schedule 3.1(a) hereto, the Company owns or controls, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any Lien, and... | Label: Subsidiaries |
5dc6e5ba-bdc9-4466-a8a3-bd149eea433f | Clause:
This Agreement may not be amended or modified except in a writing duly executed by authorized representatives of both Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Modifications |
d8895686-0525-4a8f-ac2e-6636f77135a6 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
75af193b-0850-4cfc-8ad6-c3d556a0da7e | Clause:
As of the Effective Date, Executive shall serve as President and Chief Executive Officer of the Corporation and shall, among other things, be responsible for all aspects of managing the Corporation including its employees and current product portfolio and shall properly perform such duties as may be assigned to... | Label: Duties |
191e1090-797d-4d24-9763-30e2452c6cf0 | Clause:
The Lender and the Borrower agree and confirm that the amount due under the Loan Documents as of the date of this Amendment is One Million Six Hundred Thirty-Two Thousand, Two Hundred Forty-Two and 64/100 ($1,632,242.64) (the “ Current Balance ”), inclusive of the outstanding principal balance and accrued but u... | Label: Enforceability |
cf662a3b-7868-4272-9baf-1338d3b848ca | Clause:
No Person has acted directly or indirectly as a broker, finder or financial advisor for QC Holdings in connection with the negotiations relating to the transactions contemplated by this Agreement, and no Person is entitled to any fee or commission or like payment in respect thereof based in any way on any agree... | Label: Brokers |
ec49819f-b331-49b3-b26d-18146c49b707 | Clause:
Administrative Agent shall have received evidence of insurance complying with the requirements of Section 6.5 and certificates naming Collateral Agent as an additional insured and/or loss payee to the extent required pursuant to such Section 6.5 .
Task: Classify this clause into ONE of these types (exactly one... | Label: Insurances |
f8896410-cbc1-43ef-80a8-80e437adc5d0 | Clause:
On the terms and subject to the conditions set forth herein, on or prior to April 30, 2016 (unless such date is extended with the mutual consent of the Parties)(the “ Third Tranche Closing ” and the “ Third Tranche Closing Date ”), the Purchaser or if applicable, the Purchaser’s Assigns, shall purchase from the... | Label: Sales |
d72e1ea0-2450-4d3a-8468-5abbd1211464 | Clause:
Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined meanings provided herein when used in any certificate or other document made or delivered pursuant hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Defined Terms |
3830ba2b-d097-4316-a795-d8a928f12c43 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles thereof. The parties agree to litigate any claims or disputes between them or between Executive and any affiliate or employee of the Company, including any dispu... | Label: Governing Laws |
f8c50f57-51c6-43a5-af63-caa1034013c8 | Clause:
The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company or the Employer (as applicable) for its senior executive offi... | Label: Expenses |
4e0700f1-857f-4478-9c38-73a54dfd45cf | Clause:
Except as set forth in Section 2.3 , all fees, costs, and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including accounting and legal fees, shall be paid by the party incurring such expenses.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Expenses |
bdb75d37-1847-4dfc-b19d-57b2519e8145 | Clause:
At and after the Effective Time, the officers, managers and directors of the Surviving Entity shall be authorized to execute and deliver, in the name and behalf of the Company or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or Merge... | Label: Further Assurances |
175f5fc2-0cfe-4f78-83c2-4aa066acdeea | Clause:
The consummation of the transaction contemplated by this Agreement by delivery of documents and payments of money shall take place at 11:00 a.m. Eastern Time on the thirtieth (30 th ) day following the end of the Evaluation Period (the “ Scheduled Closing Date ”) through an escrow with Escrow Agent or such othe... | Label: Closings |
361b4605-dd05-499c-a493-d273a78744fd | Clause:
Any modification or amendment to the Clauses of this Agreement will only be effective when the Parties have agreed in advance in writing. The Parties may not change the terms of this Agreement unless in writing signed by them.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Amendments |
31b67174-8bcc-4ceb-853e-acd67b312a9a | Clause:
The Company has the requisite power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby has been duly authorized. This Agreement has been duly execute... | Label: Warranties |
ac5bac3a-8bf8-4e32-a935-3f9e69cd85f5 | Clause:
The Employer may, at any time, amend or modify the Plan in whole or in part with respect to any or all Employers by the actions of the Board; provided, however, that (i) no amendment (including a Plan termination) or modification (including a Plan termination) shall be effective to decrease or restrict the bala... | Label: Amendments |
6ed3a922-e73a-4386-97ef-712046b8ef27 | Clause:
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including... | Label: Headings |
a82bd8ed-0d73-4640-aa26-57de261c64bd | Clause:
Any capitalized term used but not otherwise defined in this Amendment 2 shall have the meaning ascribed to such term in the Credit Agreement, and the interpretations set forth in the Credit Agreement shall apply to this Amendment 2.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Definitions |
27cad8c9-8a80-4b76-8864-3388705e0cb4 | Clause:
Any disputes arising under or in connection with this Agreement or Executive’s employment shall be resolved by binding arbitration, to be held in New York, New York in accordance with the Employment Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”). Brixmor and... | Label: Arbitration |
c9618e3f-cb3f-4cc1-a268-07e8e74d037f | Clause:
This Agreement and the rights and obligations created under it shall be binding upon and inure solely to the benefit of the Parties and their respective successors, and permitted assigns. Neither Party shall be entitled to assign or transfer any interest under this Agreement without the prior written consent of... | Label: Assignments |
5a49cbb8-ac66-4935-b43f-4d2a304f3b89 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proce... | Label: Governing Laws |
c381f2b8-5d67-48ac-8900-d36aa32c3fb7 | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments, and corporate restrictions to which the Borrower or any Subsidiary thereof is subject that could reasonably be expected to result in a Material Adverse Effect. No written information furnished by or on behalf of the Borrower to the Administr... | Label: Disclosures |
388fd03e-2975-41bd-9fc5-e0a3965807fa | Clause:
This Purchase Agreement and all disputes arising out of or in connection with it shall be governed by the laws of the State of California, without giving effect to its conflict of laws provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Governing Laws |
b6f916b5-9fe8-4388-b66e-f2d678e57af4 | Clause:
The Executive shall reasonably cooperate 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 Executive was employed by the Company; provided,... | Label: Litigations |
7b92ed1a-e839-45d7-afdd-64429e0a6837 | Clause:
This Agreement (and the other documents referred to herein) embodies the entire agreement of the parties hereto respecting the matters within its scope. This Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof and ... | Label: Entire Agreements |
733832b6-623c-4ccc-b868-7a6c877a7f1b | Clause:
As severance, the Company shall pay the Executive three separate lump sum payments of Six Hundred Thousand Dollars ($600,000.00) each, subject to this Agreement becoming effective as described in Paragraph 10(c). The amounts to be paid hereunder shall be treated as a right to a series of separate payments in ac... | Label: Payments |
3803d2f6-0309-464a-a977-2893fff007e0 | Clause:
Executive represents and warrants that she is not party to any agreement, contract, understanding, covenant, judgment or decree or under any obligation, contractual or otherwise, with any other party that in any way restricts or adversely affects her ability to act for the Corporation in all of the respects con... | Label: No Conflicts |
7f771a22-956b-4ee5-aae2-f6b0a4597677 | Clause:
The Parties are entering into this Agreement and any Terminal Service Order in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affects the Products hereunder, or any receipt, throughput delivery, transportation, handling or storage of Products hereunder or the ownership... | Label: Applicable Laws |
18bbf2ba-e72b-4bb3-8803-894d1545d218 | Clause:
The Institutional Trustee or any Paying Agent and the Administrators shall comply with all withholding requirements under United States federal, state and local law. The Institutional Trustee or any Paying Agent shall request, and each Holder shall provide to the Institutional Trustee or any Paying Agent, such ... | Label: Withholdings |
2911c8f0-3d1f-4298-add1-1049d4cce3bc | Clause:
This Agreement shall be governed by, and construed under, the laws of the State of Florida, all rights and remedies being governed by said laws. The Manager and Member hereby consent to the jurisdiction of the Courts of the State of Florida.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Governing Laws |
7f11944f-6568-4c46-b71a-d11e6798dc19 | Clause:
This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.
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,... | Label: Governing Laws |
370ebc46-2cec-4d48-a7d1-7977175cee9a | Clause:
The Company shall pay to the Executive an annual salary (the “ Base Salary ”) of $1,000,000, which shall increase to $1,050,000 effective July 2, 2017, and which shall further increase to $1,100,000 effective July 2, 2018, in each case less applicable withholdings and deductions. The Base Salary will be payable... | Label: Base Salary |
6ab7c3dd-605f-45fa-9a56-ff6c162c1197 | Clause:
The respective rights and obligations of the parties hereunder, including under Sections 3, 4, 5 and 6, shall survive any termination of this Agreement or the expiration of the Term to the extent necessary to the intended preservation of such rights and obligations.
Task: Classify this clause into ONE of these... | Label: Survival |
cc6681e6-8268-4841-8cf5-18598b2b5a66 | Clause:
This Agreement may not be modified or amended except in a writing duly executed by the parties hereto .
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, Au... | Label: Amendments |
3e52e23c-482e-4a92-9be7-ca579874b063 | Clause:
If any portion of this Settlement Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that portion may be severed from this Settlement Agreement and shall not affect the validity of the remainder of the Settlement Agreement.
Task: Classify this clause into ONE of these types... | Label: Severability |
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