id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
5772f378-bb41-4647-897b-db8118b0ef06 | Clause:
All of the foregoing representations and warranties of Seller will survive Closing for a period of nine (9) months after the Closing Date. No claim for a breach of any representation or warranty of Seller will be actionable or payable if (i) Buyer does not notify Seller in writing of such breach and commence a ... | Label: Survival |
ed8204be-28c6-42e2-9be3-08f8d275a45c | Clause:
The Consultant agrees that all data and information about the Company's business, plans, finances, plants, equipment, processes and methods of operation disclosed to, acquired by or developed by the Consultant during performance of the work hereunder is and shall remain the exclusive property of the Company. E... | Label: Confidentiality |
21bf9d3c-0ae8-407b-97be-b3acdf5ec983 | Clause:
The initial term (“ Initial Term ”) of this Agreement begins on the Effective Date and shall terminate on 31 December 2019, subject to prior termination as provided below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Terms |
d9cba8ec-b331-42fe-b16c-fe35e75fabb8 | Clause:
Subject to Section 9 of this Agreement, the Term of this Agreement shall commence on the date of this Agreement and shall terminate, and the Term of this Agreement shall end, on the later of (A) December 31, 2021, provided that such period shall be automatically extended for one year and from year to year there... | Label: Terms |
8aa8f24e-3942-4fd4-858c-7fd89762d69e | Clause:
The Company carries, or is covered by, insurance in such amounts and covering such risks as the Company deems is adequate for the conduct of its and its Subsidiaries’ businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries.
T... | Label: Insurances |
0d7c6215-3978-4369-9675-6578f87090bf | Clause:
Any notice required to be given or delivered to the Company under the terms of this Award Agreement will be in writing and addressed to the Chief Legal Counsel of Artisan at its principal corporate offices in Milwaukee, Wisconsin. Any notice required to be given or delivered to the Grantee will be in writing an... | Label: Notices |
229ae1cb-4d73-4c59-b879-c398de4b6f99 | Clause:
The Executive will be entitled to vacation and sick days in accordance with the policies of the Company for its employees generally, as in effect from time to time. Vacation must be taken by the Executive at such time or times as reasonably approved by the President.
Task: Classify this clause into ONE of thes... | Label: Vacations |
b7d4c335-51f8-41bd-908b-f3e6297598a7 | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excludin... | Label: Fees |
02cae0a2-3647-4225-a840-559ddc89289c | Clause:
The Company has the requisite corporate power and authority and has taken all requisite corporate action necessary for, and no further action on the part of the Company, its officers, directors and stockholders is necessary for, (i) the authorization, execution and delivery of the Transaction Documents, (ii) th... | Label: Authorizations |
af2277e2-53df-4d90-9193-cbf71d25450f | Clause:
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH (A) EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND THERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, (B) SUPERSEDE ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS OF... | Label: Entire Agreements |
2f4b532d-ffd7-4b8a-8831-568f9d7d60b6 | Clause:
Subject to the vesting set forth immediately below, This Warrant is exercisable at any time or from time to time on or after the date on which this Warrant is issued and delivered pursuant to the terms of the Securities Purchase Agreement and before 6:00 p.m., New York, New York time on the tenth (10th) anniver... | Label: Vesting |
e582cfa4-4ec8-4283-9c84-612ca7be55d1 | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibitio... | Label: Severability |
15e9f153-29b3-4fb9-91c5-93631bfe11b4 | Clause:
There is no Claim or action or proceeding (before or by any court, tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other Governmental Authority) pending or, to the best knowledge of the Purchaser and ABI, threatened against or affecting the P... | Label: Litigations |
e895a7be-dde7-482b-8213-a1877a4f762a | Clause:
General real estate taxes and assessments imposed by governmental authority and any assessments imposed by private covenant constituting a lien or charge on the Property for the then current calendar year or other current tax period (collectively, “ Taxes ”) not yet due and payable or paid in advance shall be p... | Label: Taxes |
fb17f914-b64f-4ff2-b8e3-add3b4d7c9d3 | Clause:
Employee’s employment with the Company shall terminate upon the earliest to occur of: (i) Employee’s death, (ii) a termination by reason of a Disability, (iii) a termination by the Company with or without Cause, and (iv) a termination by Employee with or without Good Reason.
Task: Classify this clause into ONE... | Label: General |
a52f65ae-6f3b-443f-b825-dc2a7508befa | Clause:
Each Issuing Bank agrees that it shall not permit any issuance, amendment or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (m) of this Section.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Notices |
420c1a7e-8a25-4837-bd09-748516ec7e86 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable in that Province.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Governing Laws |
e7bb153e-75e7-4af6-a9d8-2e53b56060dd | Clause:
This Agreement may be executed in counterparts, each of which will constitute an original and both of which, when taken together, will constitute one agreement. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery (i.e., by email of a PDF signature page) and each su... | Label: Counterparts |
4a27c19c-7ad3-4096-b4fd-b7eb8aae09c1 | Clause:
Any notices, demands, requests and consents permitted or required hereunder or under any other Loan Document shall be in writing, may be delivered personally or sent by certified mail with postage prepaid or by reputable courier service with charges prepaid. Any notice or demand sent to Grantor by certified mai... | Label: Notices |
c08f6806-96d6-4533-8602-48b929bd84b5 | Clause:
T he parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recorda... | Label: Assignments |
57339534-24e4-4d28-8b6c-a4090ef51599 | Clause:
The Borrower agrees to reimburse the Agent and each Lender for its respective reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment and the transactions contemplated hereby, including all legal fees.
Task: Classify this clause into ONE of these types (exactly one... | Label: Expenses |
6735fa6f-2e16-4941-996e-8f3e1afdbed1 | Clause:
The Purchaser is a California professional corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate properties and carry on its business.
Task: Classify this clause into ONE of these... | Label: Organizations |
3631941e-a1eb-4cfc-879b-289d6df8efad | Clause:
The foregoing recitals are hereby incorporated within and made an integral part of this Assignment as if fully set forth herein. Capitalized terms used in this Assignment but not otherwise defined shall have the meanings ascribed to them in the Agreement.
Task: Classify this clause into ONE of these types (ex... | Label: Defined Terms |
29e1d023-88bb-46ae-b836-d63bb97e638f | Clause:
Schedule 3.14 sets forth a description of all material insurance policies maintained by or on behalf of the Loan Parties as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. Holdings believes that the insurance maintained by or on behalf of Holdings and i... | Label: Insurances |
cf1e5bbe-7d6c-4f20-8754-87bd9a826f9b | Clause:
The initial term of this Lease shall begin on July 6, 2015, (the "Commencement Date") and shall end at midnight on July 31, 2020, unless sooner terminated pursuant to the terms herein set forth or renewed as provided herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Terms |
225006a7-159a-4ed5-a6b8-93a1a303bc1c | Clause:
The RSUs (and their corresponding Dividend Equivalents) shall vest in accordance with the provisions of this Section 3. The number of RSUs that Fully Vest on any Vesting Date shall be rounded to the nearest whole RSU, but in no event shall the aggregate number of RSUs that Fully Vest and become payable in accor... | Label: Vesting |
55d4cc61-ba7a-481a-b02f-b225a434c173 | Clause:
(1) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the... | Label: Construction |
b21e97b0-0a1b-4d9e-9e33-5988e7f50d75 | Clause:
Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or a Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such... | Label: Participations |
87a33ec2-46ba-4185-9f4f-774d82fdf018 | Clause:
The Committee may at any time alter or amend this Award Agreement to the extent (1) permitted or required by law, (2) permitted or required by the rules of any stock exchange on which the Common Stock or any other security of the Corporation is listed, and (3) permitted or required under applicable provisions o... | Label: Amendments |
cfe19934-01df-4dcf-8e82-8ff5da26828b | Clause:
Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any cou... | Label: Waivers |
784165b7-be3f-4606-ab17-c94e13cf7212 | Clause:
During the Employment Term, the Company shall pay to the Executive a salary of $500,000.00 per annum, payable consistent with the Company’s standard payroll practices then in effect (“Base Salary”). Such Base Salary shall be reviewed by the Compensation Committee of Advance’s Board of Directors (hereinafter the... | Label: Base Salary |
06799ab7-81b5-48d7-9f8f-c95932a02e6f | Clause:
The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securitie... | Label: Integration |
25668d2d-c12f-4128-81db-60c9403d36b1 | Clause:
Capitalized terms that are not defined in the body of this Award Agreement are defined in the Definitions Appendix, which also includes terms that are defined in the Plan or in The Goldman Sachs Amended and Restated Stock Incentive Plan (2015).
Task: Classify this clause into ONE of these types (exactly one la... | Label: Definitions |
dc9619be-e822-411a-b175-fe9b4f617998 | Clause:
To the extent not preempted by Federal law, the Plan, and all Awards and agreements hereunder, and any and all disputes in connection therewith, shall be governed by and construed in accordance with the substantive laws of the State of Indiana, without regard to conflict or choice of law principles which might ... | Label: Governing Laws |
f2d9fbb3-f643-4f77-87b4-99e9d459e01a | Clause:
None of the properties and assets of any Credit Party or any Subsidiary thereof is subject to any Lien, except Permitted Liens. No Credit Party or any Subsidiary thereof has signed any financing statement or any security agreement authorizing any secured party thereunder to file any financing statement, except ... | Label: Liens |
b79602c3-c842-42c2-af43-8cbba33a41ed | Clause:
This Agreement will be construed in accord with and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by the laws of the State of Arizona, without reference to the choice of law principles thereof.
Task: Classify this clause into ONE of these types (exactl... | Label: Governing Laws |
8b644f1a-161d-4daf-a3ea-bc8aa3641abd | Clause:
Borrower has obtained and has delivered to Lender certificates of all of the Policies, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No claims have been made under any of the Policies, and no Person, including Borrower, has ... | Label: Insurances |
5bb77728-8822-4b32-9842-165029e75506 | Clause:
The Company hereby employs Executive, and Executive hereby accepts employment by the Company, upon the terms and conditions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Employment |
b04c93a8-f3a2-4263-b0a3-a0146bb71d8f | Clause:
There are no pending, or to Contributor’s knowledge, threatened judicial, municipal or administrative proceedings affecting the Property or against the fee simple owner of the Land affecting the use, ownership or operation of the Property or any portion thereof, except in any such case as would not have a Contr... | Label: Litigations |
63cd4748-ad36-4291-bd87-caf6f43cf28f | Clause:
The Loan Documents shall be governed by and construed in accordance with the internal laws of the State of Utah, except to the extent that any such document expressly provides otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Governing Laws |
5f883cf6-d689-455d-b2bd-bde0034764db | Clause:
No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened (including “cease and desist” letters and invitations to take a patent license) by or against the Borrower or its Domestic Restricted Subsidiaries or again... | Label: Litigations |
345216a5-1244-4c7a-9395-194ba2c887a5 | Clause:
No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by you and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of ... | Label: Miscellaneous |
10182e22-56d3-4a95-81e6-0374ba8f28e6 | Clause:
THIS WAIVER AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. ... | Label: Governing Laws |
f3b716b4-424c-4a2a-af1d-289b3609c560 | Clause:
The Executive’s employment shall terminate immediately upon the Executive’s death.
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 Sa... | Label: Death |
79c2324d-ff6f-486f-b8b6-658fb567650d | Clause:
This Agreement shall be governed by and construed and enforced under and in accordance with the laws of the State of Tennessee, without regard to or the application of principles of conflicts of laws. The Parties agree that any legal action or proceeding arising under or relating to this Agreement shall be brou... | Label: Applicable Laws |
efab27d4-4027-4de5-8d01-cc9d94240866 | Clause:
ATXG, represented by YU Keying, the President, Chief Executive Officer of ATXG has full power, legal capacity and authority to enter into this Agreement and to consummate the transaction herein contemplated, and to perform all obligations here under. This Agreement constitutes the legal, valid and binding oblig... | Label: Authorizations |
1fab4f43-65a3-4352-9cbc-e20a912ba281 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrowers 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) or any Borrower ... | Label: Participations |
8e129e5f-9432-43f3-afea-baff4af7c3d7 | Clause:
THE LENDERS, THE AGENT, THE FLOOR PLAN AGENT AND EACH OF THE BORROWERS AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY LOA... | Label: Waiver Of Jury Trials |
478b2fd7-a589-4476-ba2a-254b57a70936 | Clause:
(a) The terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Miscellaneous |
912d082a-8dbf-4cdf-8f89-d7bed1f91d93 | Clause:
Th e execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company's Articles of Incorporation or Certifica... | Label: No Conflicts |
8834a90f-8ce0-457d-af46-47ced905ba80 | Clause:
The Borrower agrees to reimburse the Administrative Agent upon demand for all reasonable and documented third party out-of-pocket expenses paid or incurred by the Administrative Agent, including, without limitation, reasonable fees, charges and disbursements of outside counsel to the Administrative Agent, in co... | Label: Expenses |
68bf7aca-98e3-424c-b966-4c837339f6ce | Clause:
Borrower shall pay and discharge prior to the delinquency date thereof all taxes of every kind and nature, all water charges, sewer rents and assessments, levies, permit fees, inspection and license fees, and all other charges imposed upon or assessed against the Secured Property or any part thereof or upon the... | Label: Taxes |
853b150d-4142-4a67-8acf-cdc8473efa84 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Ad... | Label: Amendments |
aed0fdd4-d441-4f5f-b4fe-f34756b4b2b6 | Clause:
If this Commitment Agreement is terminated pursuant to this paragraph 10, all rights and obligations of the parties under this Commitment Agreement will terminate upon such termination and will become null and void, except that paragraph 11 (Definitions), paragraph 12 (Miscellaneous) and this paragraph 10.a. (E... | Label: Survival |
e274d5d0-3e26-4a8f-a0ba-637a76c0e933 | Clause:
EACH OF THE PARTIES HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER ... | Label: Waiver Of Jury Trials |
7df7b989-9142-4ab6-90d7-24d8169e4668 | Clause:
This Amendment may be amended, modified or supplemented only by a writing signed by the Borrower, the Lenders party hereto and the New Term Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Amendments |
da85059b-158e-46d6-a9fa-8051deefa6ca | Clause:
This Agreement can only be amended, modified or supplemented by a written instrument signed by an Authorized Representative of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Amendments |
a8846602-6ed9-4fc6-b712-f541741b8d6f | Clause:
This Agreement (including the Exhibits hereto) constitutes the entire agreement among PNM Resources, Westmoreland, SJCC and Zurich with respect to the subject matter hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Entire Agreements |
b6672689-98ad-4fac-b531-820253008aa6 | Clause:
This Trademark Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Counterparts |
1540896e-392f-4d6f-8dd4-c8cd60c7cfdd | Clause:
The Servicer’s appointment as custodian shall become effective as of the Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section 3.06 . If NMAC resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servi... | Label: Terminations |
561defc1-a3d6-4854-9ff1-13203df6129d | Clause:
The Executive's employment under this Agreement shall be deemed to commence on the Effective Date and shall continue for a term of five (5) years (the “ Initial Term ” ), unless sooner terminated pursuant to Section 8 of this Agreement. This Agreement will automatically be extended for additional one (1) year p... | Label: Terms |
6cc9a517-fc7f-4dec-b686-d94423a868e1 | Clause:
(a) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan from the date of Borrowing thereof until the maturity thereof (whether by acceleration or otherwise) at a rate per annum equal to 11.0%.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Interests |
2ab61cb6-b21a-4e74-89e8-b6151c49e8f6 | Clause:
The Company hereby agrees to continue to employ the Executive, and the Executive hereby accepts continued employment with the Company, under the terms set forth in this Agreement. The Executive will serve as the Senior Vice President, Strategy and Corporate Development and shall perform such duties as are ordin... | Label: Titles |
068dad47-1d87-4f3e-8514-db1cd2b79ea0 | Clause:
This Agreement shall become effective upon the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.1 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Effectiveness |
fc296e62-6e60-483d-8d15-6943b6f1b0b7 | Clause:
Each party to this Agreement hereby irrevocably and unconditionally (i) consents to the submission to the exclusive jurisdiction of the courts of the State of Delaware sitting in Wilmington, Delaware and the United States District Court for the District of Delaware for any actions, suits or proceedings arising ... | Label: Submission To Jurisdiction |
5b067ca9-f566-49bc-b807-86ec5c1f7bd1 | Clause:
I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my... | Label: Representations |
1c032fd9-f597-4509-8d13-824d56bf6e14 | Clause:
In making the calculations in connection with any notice, request or report or otherwise, (i) the Collateral Agent shall be entitled (but not obligated) to rely on the Custodian, (ii) the Administrative Agent shall be entitled to rely on the Custodian and/or the Collateral Agent, and (iii) the Collateral Agent ... | Label: Notices |
d5469431-8258-4170-aa37-b5bb35be7580 | Clause:
All representations, warranties, covenants and agreements made by the Company in connection herewith shall survive the execution and delivery of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Survival |
dc0fd664-1f10-4b96-8c2a-99b574c3eb75 | Clause:
Each Party may effect the execution and delivery of this Agreement and any Work Order, amendment or addendum hereto or thereto by facsimile or electronic transmission (including in portable document format or by electronic signature) of one or more signed counterparts that together will constitute one and the s... | Label: Counterparts |
c1eb7541-7bd1-49fe-a473-12a49708ae4c | Clause:
This Agreement may only be amended in a writing executed by all of 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, Authorizations, Bas... | Label: Amendments |
63e87cae-bcf4-492f-add0-f813d1f88861 | Clause:
To the fullest extent permitted by applicable law, the Company shall indemnify and hold Executive harmless for all acts and omissions occurring during her employment with the Company or service as a member of the Board to the extent provided under the Company’s charter, by-laws and applicable law and shall prom... | Label: Indemnifications |
dcab9175-3626-47a4-8499-2f5d18045ac7 | Clause:
Any notices, demands, requests and consents permitted or required hereunder or under any other Loan Document shall be in writing, may be delivered personally or sent by certified mail with postage prepaid or by reputable courier service with charges prepaid. Any notice or demand sent to Mortgagor by certified m... | Label: Notices |
ded2ab7e-f076-45d6-b507-14d06e0e2b71 | Clause:
(a) Each Obligor will, and will cause each of its Subsidiaries to, (i) keep all property necessary to the business of such Obligor and its Subsidiaries in good working order and condition, ordinary wear and tear excepted and subject to the occurrence of casualty events, (ii) maintain with financially sound and ... | Label: Insurances |
4c290c83-9e0c-40cf-9989-305fe0fe4d88 | Clause:
Each of the Parent and the Borrower shall not, and shall not permit any Restricted Subsidiary to, create or acquire any additional Subsidiary unless the Borrower gives notice to and, if such Subsidiary does not become a Subsidiary Guarantor on the day it is created or acquired, obtains the prior written consent... | Label: Subsidiaries |
8dc85491-a049-4a53-a787-cdbcdfad5272 | Clause:
The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in c... | Label: Intellectual Property |
d937d940-c118-46f7-8bf4-8a6a28403e31 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate, limited liability company or other organizational action, and do not and will not (a) contravene the terms of any of such Person's Organization Do... | Label: Authorizations |
d67a222f-302b-4ec4-8158-438b50a07930 | Clause:
This Lease may be executed in multiple counterparts, each of which shall be an original, and together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Counterparts |
6fad6fae-6cf8-433b-b46f-c074dc35f826 | Clause:
During the Term, Executive shall be eligible for a bonus and stock option program based upon Bank, Team and Individual performance and profitability. The bonus pool for Executive and his teams is discretionary, will be calculated at 7.5% of pre-tax income for the respective divisions, and will be determined by ... | Label: Benefits |
41592b34-e426-4e40-a62b-413042b7866c | Clause:
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or any Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meani... | Label: Interpretations |
68c41f97-976c-488a-8cbe-c0e9237b0788 | Clause:
It is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Release Agreement shall ... | Label: Severability |
26a3e32a-5bea-468f-a103-d59a4f197bfd | Clause:
This Amendment No. 3 shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of the Administrative Agent, the Collateral Agent, each of the Lenders and each of the Loan Parties. None of the Loan Part... | Label: Binding Effects |
f87903d9-b347-4554-98de-dc5d6c60581d | Clause:
Proceeds of Common Collateral include insurance proceeds with respect to the Common Collateral and therefore the Lien Priority shall govern the ultimate disposition of such casualty insurance proceeds. The ABL Representative shall have the sole and exclusive right, as against the Term Loan Representative, to a... | Label: Insurances |
4521ab12-3e35-4966-8020-ca104de0c53b | Clause:
All proceeds of Loans, and any Cash Collateral that is proceeds of ABL Priority Collateral that is permitted to be used by Borrowers pursuant to the DIP Financing Orders, shall be used by Borrowers during the pendency of the Chapter 11 Cases in accordance with the DIP Financing Orders, including the Carve-Out a... | Label: Use Of Proceeds |
a389b86c-603e-4ea7-8e3e-f8c121c60276 | Clause:
If any part of any provision contained in this Loan Agreement or in any other Loan Document shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions... | Label: Severability |
9ffe084c-9f22-4523-9cc9-c5602500ffa5 | Clause:
The Company shall use the net proceeds from the sale of the Shares and Warrants hereunder for working capital and general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Use Of Proceeds |
101df395-6fe2-4c87-b768-b576afe73ed4 | Clause:
(a) Any and all payments by or on account of any obligation of a Loan Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any withholding agent shall be required by applicable law (as determined in the good faith... | Label: Taxes |
ef6b3822-679c-4362-990b-54b8f8cfaf58 | Clause:
The parties hereto shall be entitled to enforce their respective rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement, and to exercise all other rights existing in their favor. The parties hereto acknowledge and agree that money damages would no... | Label: Remedies |
4526aa8e-e6ec-4110-b19c-4f682ecce22b | Clause:
All changes shall be permitted subject to the provisions of Section 6.2 regarding the available investments for various types of contributions. Any change shall be made pursuant to a form provided by the Benefits Department, signed by the Participant and delivered to the Benefits Department. S uch changes may... | Label: General |
f4dbff45-dcda-42d4-9a70-e7dbddf7fdb9 | Clause:
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid or unenforceable for any reason, such judgment shall not affect, impair or invalidate the remainder of this Agreement. Furthermore, if the scope of any restriction or requirement contained in this Agreement... | Label: Severability |
1e2013b4-042f-4dde-a479-14151321103c | Clause:
Each of the Lenders and the Administrative Agent agrees that it shall maintain in confidence any information relating the Borrower and any Subsidiary furnished to it by or on behalf of the Borrower or any Subsidiary (other than information that (a) has become generally available to the public other than as a re... | Label: Confidentiality |
cb8a5875-d636-4638-8139-256cd09ec97c | Clause:
Maker shall pay all documentary, intangible stamp or excise taxes or fees, if any, now or hereafter payable in respect to this Agreement or any modification thereof, and shall hold harmless, defend and indemnify Payee with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Expenses |
472eb647-bba4-4e69-9549-7ac1ac11273a | Clause:
If, within twelve (12) months following a Change in Control, the Executive experiences a Termination of Employment, either (a) by the Employer or a successor thereto without Cause pursuant to Section 4.1(a)(2) ; or (b) by the Executive for Good Reason pursuant to Section 4.1(b)(2) , the Executive shall receive,... | Label: Change In Control |
7053901a-1b0c-4e87-b4b1-ec114ba4abcb | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Tennessee, without regard to its conflict of laws principle.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Governing Laws |
d15689ff-2983-4810-bc0e-a038ac59472e | Clause:
In the event an ambiguity or question of intent or interpretation of this Assignment arises, this Assignment shall be construed as if jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring a Party as a result of authorship or drafting of any provision of this A... | Label: Construction |
0ec8603c-b8d9-436e-aee1-3dfb7b850a25 | Clause:
An Assignment and Assumption Agreement between Heska Imaging US, LLC (“ Imaging US ”), Heska Imaging Global, LLC (“ Imaging Global ”), Cuattro, LLC (“ Cuattro ”) and Heska Imaging International, Inc. (formerly known as Cuattro Veterinary, LLC) (“ Imaging International ”), in the form attached hereto as Exhibit ... | Label: Assignments |
aabc1833-51cd-4338-bc0f-c196e86700a2 | Clause:
The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governm... | Label: Organizations |
b97b15a0-c649-49d7-a29a-45ea9c0e7834 | Clause:
In addition to the indemnification provisions applicable to Executive under the Company’s certificate of incorporation and bylaws, the Company hereby agrees to indemnify, hold harmless and defend Executive, to the maximum extent allowable under Delaware law, from and against any and all claims, liabilities, los... | Label: Indemnifications |
14621a40-82f8-4647-81ca-36249976177a | Clause:
As used herein, the singular shall include the plural, the masculine gender shall include the feminine and neuter and the neuter gender shall include the masculine and feminine unless the context otherwise indicates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Construction |
c7f36155-08c8-4d09-bdc8-e9e9c83877f9 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from... | Label: Participations |
1ea54be9-c8c7-443c-8129-855583fe7df8 | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time ... | Label: General |
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