id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
04b42a59-bf56-42b2-8e99-62994d5414a8 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
0dc6df97-9b86-488b-b33e-b5fcbbdecec3 | Clause:
All shares of non-vested Restricted Stock shall be automatically forfeited to the Company if the Board of Directors of the Company determines that the Participant has breached a material obligation to the Company, including without limitation, material provisions in any employment or confidentiality agreement.
... | Label: Forfeitures |
da955987-ca60-428a-b93f-4c6bb44eb743 | Clause:
Executive understands that this Joinder Agreement must be executed and provided to the Administrator in order for Executive to continue his participation in the Plan and that by executing this Joinder Agreement Executive acknowledges and agrees to the amendment and restatement of the Plan as provided therein.
... | Label: Participations |
5fd1cf6f-a8b7-4911-b38a-8c28f4cff0c8 | Clause:
The initial term of this Agreement shall commence on May 1, 2015 and continue through December 31, 2018, subject to termination or extension as provided herein. This Agreement shall automatically renew from year to year thereafter, unless either party gives at least 120 days prior written notice of its election... | Label: Terms |
ab8c60d4-00a5-41c0-892e-4c05f45dd5da | Clause:
If the Aggregate Revolving Commitments are increased in accordance with this Section 2.13 , the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) of such increase and the Borrower, in consultation with the Administrative Agent, shall determine the final a... | Label: Effective Dates |
22595082-fba4-4238-be34-e0f3f6123fc9 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto, whether verbal or in writing. The foregoing includes any prior understandings and agre... | Label: Entire Agreements |
0ff18bd5-a5fa-4579-81aa-e01b4ab03369 | Clause:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LENDER AND CREDIT PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDE... | Label: Waiver Of Jury Trials |
21d37e22-1e2d-4ec3-aaec-9f44c2daa943 | Clause:
LICENSOR represents and warrants to LICENSEE as follows: (i) LICENSOR is a corporation duly organized and in good standing under the laws of the State of Nevada; (ii) the execution, delivery and performance of this Agreement by LICENSOR has been duly authorized by all necessary action on the part of LICENSOR’s ... | Label: Representations |
118b63e7-89d9-4d50-8877-a1a893504eae | Clause:
Purchaser hereby agrees to indemnify, defend, and hold harmless Seller and its respective partners, members, affiliates, property managers, and their respective officers, directors, agents, employees and representatives (collectively, the “ Indemnified Parties ”) from and against any and all liens, claims, or d... | Label: Indemnity |
63419c77-d975-48b5-baa2-ce2b0e816e82 | Clause:
Each Credit Party will comply with all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ONE ... | Label: Compliance With Laws |
0d791659-63d9-46b0-8c47-66af249d7c49 | Clause:
This issuance of RSUs (and the Shares underlying the RSUs) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1... | Label: Compliance With Laws |
3e3833dc-889b-4ff3-b39b-9c0301b9aa1b | Clause:
Except to the extent set forth in Section 5.08, the parties will each pay their own transaction expenses, including the fees and expenses of their advisors incurred in connection with the proposed transaction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Expenses |
39313474-269f-4f3f-83fb-52fd940b250f | Clause:
Unless otherwise defined in this Amendment, capitalized terms used in this Amendment, which are defined in the Credit Agreement, as amended hereby (the “ Amended Credit Agreement ”), shall have the meanings assigned to such terms in the Credit Agreement. The interpretive provisions set forth in Section 1.02 of ... | Label: Definitions |
3924c7d3-2d90-4bc7-a928-ff0bab50b974 | Clause:
Seller has provided Buyer with all the information regarding the Seller reasonably available to her without undue expense that such Buyer has requested for deciding whether to enter into the Asset Purchase.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Disclosures |
dbab61c8-c5d7-4f0b-bce6-39a5b01ac633 | Clause:
Tenant, following the delivery of the Building D Expansion Space by Landlord and the full and final execution and delivery of the Amendment to which this Exhibit C is attached and all prepaid rental and insurance certificates required under the Lease, as amended hereby, shall have the right to perform alteratio... | Label: General |
58f94b69-08cb-4458-b573-ef9b56e88ad1 | Clause:
This Guarantee Agreement (a) shall automatically terminate when (i) the Commitments have expired or been terminated and (ii) the Obligations (other than contingent indemnity obligations that are not due and payable, obligations and liabilities in respect of any Bank Products or Designated Credit Lines and Lette... | Label: Terminations |
993094d1-44a4-4909-9ce3-a8c6c5ee2647 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed ... | Label: Counterparts |
dde2ee5b-3bf1-43ce-864e-ffd792fe3ef2 | Clause:
Set forth on Schedule 6.13 is a complete and accurate list as of the Closing Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directl... | Label: Subsidiaries |
a14633f0-0dc7-4ad7-ae79-91547ab4efd4 | Clause:
Each employee and director of, and service provider (with respect to which issuances of securities may be registered under Form S-8) to, the Company and each Subsidiary who is granted, and currently holds, an Award in accordance with the provisions of the Plan shall be a “ Participant ” in the Plan. Award recip... | Label: Participations |
d1d81f38-414f-4cfc-8e15-f0604037d97d | Clause:
The Underlying Repurchase Counterparty’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein are not qualified or limited by reference to the status of such Underlying Repurchase Counterparty as a “going concern” or a reference of similar import.
Task: Class... | Label: Financial Statements |
ff25cba8-83a0-4eae-bb08-479642e5bc06 | Clause:
The Borrower shall use the proceeds of each Loan and Letter of Credit hereunder solely for the purposes provided in Section 6.10 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Use Of Proceeds |
47e1e695-fc73-4080-9f7e-f6a2607ce4f7 | Clause:
The respective obligations of, and benefits afforded to, the Company and the Covered Employee which by their express terms or clear intent survive termination of the Covered Employee’s employment with the Company or termination of this Agreement, as the case may be, will survive termination of the Covered Emplo... | Label: Survival |
74bcffd8-5ff0-414c-b9dc-bfa48e7e6a25 | Clause:
The Plan shall be effective as of July 13, 2010.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, B... | Label: Effective Dates |
f405ca34-52b2-4e5b-a56a-447ad26437a8 | Clause:
The Borrower will use the proceeds of the Loans only as provided in Section 5.07 .
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: Use Of Proceeds |
d426cccc-c184-46c2-9489-17fe8db771aa | Clause:
The Option is vested and exercisable with respect to 1,242,431 underlying Shares as of the Grant Date. Subject to the Optionee’s continuing employment in good standing with the Company or any Subsidiary or Affiliate, the Option shall vest and become exercisable with respect to 1/22 nd of the remaining underlyin... | Label: Vesting |
69b74b36-201c-4d6e-aeec-c13d4ceeea93 | Clause:
Except to the extent specified otherwise in this Agreement, each Party will pay its own costs, professional fees and other expenses (including all legal, accounting, broker, lender or investment banking) incurred by it in connection with the transactions contemplated by this Agreement; provided that if any Part... | Label: Expenses |
8db916e7-3c53-4e05-9bf3-736d6b0d7afe | Clause:
This Agreement is binding on and will inure to the benefit of our successors and assigns. Except as otherwise provided in this Agreement, this Agreement will also be binding on your successors and assigns, and your heirs, executors and administrators.
Task: Classify this clause into ONE of these types (exactly... | Label: Binding Effects |
a50fd03e-9b2b-4865-8c96-6397587c9283 | Clause:
Each party hereto shall bear and pay all of the respective fees, expenses and disbursements of their agents, representatives, accountants and counsel incurred in connection with and relating to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Expenses |
5ec1a19e-f5e5-487e-a137-a4a4abe216cc | Clause:
All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto, (b) to the Administrative Agent or any other Guarantied Party at its respective address... | Label: Notices |
f5eba11b-7418-49e8-b732-aad841d5be2b | Clause:
All notices to the ABL Secured Parties or the Term Loan Secured Parties permitted or required under this Agreement shall also be sent to the ABL Collateral Agent and Term Loan Collateral Agent, respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be perso... | Label: Notices |
39e62032-7f22-47a5-a6d9-1da42627ad3b | Clause:
Purchaser represents and warrants to Seller as follows as of the Effective Date, which representations and warranties shall be effective as of the Effective Date and, subject to Section 8.2, on the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Warranties |
ef7f55f4-0955-4b49-a714-e188e339aafa | Clause:
The parties hereto agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled (without bond) to seek an injunction or inj... | Label: Specific Performance |
5dc43ca2-8d6e-4dd8-b203-da55ae471014 | Clause:
THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Governing Laws |
2a0af647-3e3e-4e43-a186-4b686e0c8177 | Clause:
The Closing shall take place on the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, ... | Label: Closings |
b4b0d9b1-0e73-4f29-b7ca-a5a884f11374 | Clause:
As consideration for the commitments of the Initial Lenders hereunder and the Lead Arrangers’ agreements to perform the services described herein, you agree to pay the fees set forth in the fee letter dated as of the date hereof by and among us and you (the “ Fee Letter ”). Once paid, such fees shall not be ref... | Label: Fees |
bc8a736c-3dc0-4040-b581-d1f280141512 | Clause:
If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the... | Label: Expenses |
acb126df-badf-4420-be0f-8bd437056a61 | Clause:
Any notice, request, demand, and other communication required or permitted to be given or made hereunder (each a “ Notice ”) shall be in writing and shall be deemed to have been duly given or made if (a) delivered personally, (b) sent by first class registered or certified mail, postage prepaid, return receipt ... | Label: Notices |
7efacd9e-9717-4997-8ff5-0c8c4767f4f8 | Clause:
The effective date of this Amendment shall be March 1, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bindin... | Label: Effective Dates |
7e0cf3be-7a94-4fae-93f3-569a0fff216d | Clause:
Date . Section I .I (i) of the Original Agreement, as previously amended, is amended to provide that the Outside Closing Date for the Phase I Property shall be November 20, 2015.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Closings |
49364ee5-3f23-4fb5-a2c7-78dfd438d7ef | Clause:
Employee will be entitled to participate in each employee benefit plan and program of the Company to the extent that Employee meets the eligibility requirements for such employee benefit plan or program. Employee shall pay any contributions which are generally required of employees to receive any such benefits.... | Label: Benefits |
875c7de1-3f7e-4c0b-a1e8-ee9ef769d239 | Clause:
No consent, approval or other action of, or filing by Seller with, any Governmental Authority or any other Seller Party is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of any of the Transaction Documents (other than consents, approvals and filings t... | Label: Consents |
93cce439-227c-48dc-9719-35a362c77de2 | Clause:
You (and not the Company) are solely responsible for any income and other tax withholding obligation associated with this Award or its conversion to shares of Company stock.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Tax Withholdings |
08f6181b-16da-4a48-971d-c60a8fbc3e72 | Clause:
To the extent the representations and warranties in this section relate to facts or events arising prior to the Acquisition Date, each such representation or warranty will be limited to the Knowledge of Caladrius.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Compliance With Laws |
924c117d-6581-4c02-9983-b752169dade9 | Clause:
During the period of Executive’s employment with the Company, Executive shall not: (i) engage in any activity which conflicts or interferes with or derogates from the performance of Executive’s duties hereunder nor shall Executive engage in any other business activity, whether or not such business activity is p... | Label: No Conflicts |
b411f4b3-45e6-40ae-b299-361f72424f73 | Clause:
Each of the Co-Issuers and the Parent has been duly organized and is a validly existing organization in good standing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the conduct of its business require... | Label: Organizations |
39853651-9c46-4c1a-b225-fcf46b281fd8 | Clause:
The execution, delivery, and performance by such Preferred Backstop Investor of this Agreement do not and will not (a) violate any provision of the organizational documents of such Preferred Backstop Investor; (b) conflict with or violate any Law or Order applicable to such Preferred Backstop Investor or any of... | Label: No Conflicts |
548558d6-3c14-4bb3-8e2a-149972597772 | Clause:
No broker, finder, investment bank or similar agent is entitled to any brokerage or finder’s fee in connection with the Transactions based upon agreements or arrangements made by or on behalf of Parent, Merger Sub or any of their respective Affiliates.
Task: Classify this clause into ONE of these types (exactl... | Label: Brokers |
a30ebc4b-2e64-42e0-80d0-39d01835226e | Clause:
The authorized capital stock of the Company consists of 50,000,000 shares, of which (i) 38,750,000 shares are designated as Voting Common Stock, of which 27,331,686 shares were issued and outstanding as of the date hereof (the “ Capitalization Date ”), (ii) 1,250,000 shares are designated as Non-Voting Common S... | Label: Capitalization |
8431f0eb-ced3-4d67-8420-dd27a25f971f | Clause:
The Executive represents and warrants to the Company that the execution, delivery and performance of this Agreement by the Executive does not conflict with, or result in the breach by the Executive or violation by the Executive of, any other agreement to which the Executive is a party or by which the Executive ... | Label: Representations |
729f633e-7e10-4d44-ae8a-b1fa5cc36f4e | Clause:
The headings, captions, and arrangements used in this Modification are for convenience only and shall not affect the interpretation of this Modification.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Headings |
8f9df0ce-5b70-4bc6-8ac4-329a8f78d58e | Clause:
Each Material Acquiror Company Contract is a valid and binding agreement of the Acquiror Company that is party thereto, and is in full force and effect. The Acquiror Company is not in breach or default of any Material Acquiror Company Contract to which it is a party and, to the knowledge of the Acquiror Company... | Label: No Defaults |
2d981b6d-f6a0-44e7-a06e-83b543deb66d | Clause:
The Company shall reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, consistent with how the Company handles expense guidelines and reimbursement for other Executive Vice Pr... | Label: Expenses |
1fcb3468-b0a1-4365-859d-856baed4316c | Clause:
The execution, delivery and performance by Purchaser of this Agreement are within Purchaser’s powers. This Agreement has been duly executed and delivered by Purchaser and constitutes the valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, except to the extent th... | Label: Enforceability |
d556db87-c73a-4d8d-985c-3c7aadd4bc74 | Clause:
The Participant and the Company acknowledge that the restrictions imposed by this Section 6 are reasonably necessary to protect the legitimate business interests of the Company, and that the Company would not be willing to offer the Restricted Stock pursuant to this Agreement in the absence of such agreement. T... | Label: Remedies |
657971b1-76a6-4b0f-973f-30a338df88d9 | Clause:
No provision of this IP Security Agreement may be changed, modified, amended, restated, waived, supplemented, discharged, canceled or terminated orally or by any course of dealing or in any other manner other than by a written agreement signed by the Secured Party and Grantor. Each Party acknowledges that it ha... | Label: Amendments |
31f5527a-63b7-43d2-912f-7e5235d08faa | Clause:
No failure or delay on the part of any Agent or any Finance Party to exercise, no course of dealing with respect to, and no delay in exercising any right, power or privilege under this Agreement or any other Finance Document or other document or agreement contemplated hereby or thereby shall operate as a waiver... | Label: No Waivers |
5e2e2cfe-cf21-4e13-84a6-c1fce25e96a7 | Clause:
The ABL Agent, on behalf of itself and each ABL Lender, and the Term Loan/Cash Flow Revolver Agent, on behalf of itself and each Term Loan/Cash Flow Revolver Lender, agrees that each of them shall take such further action and shall execute and deliver to the ABL Agent, the ABL Lenders, the Term Loan/Cash Flow R... | Label: Further Assurances |
538dfb41-7218-4b96-8b30-ccf413e9a9cd | Clause:
Except as would not reasonably be expected to have a Material Adverse Effect, the Company is in compliance with all applicable federal, state, municipal, and local laws, statutes, ordinances and regulations (“ Applicable Laws ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Compliance With Laws |
626a068a-8e29-479e-a880-eb597178bf99 | Clause:
The capitalization of the Company as of the date hereof, including the authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's stock option plans, the number of shares issuable and reserved for issuance pursuant to ... | Label: Capitalization |
9c6a19c3-5a3a-4f27-9f95-331f42115a8f | Clause:
During the Term, Executive shall be entitled to paid personal leave in accordance with the Company’s Policies, which currently provide for 20 days of vacation per full calendar year of employment. Any vacation shall be taken at the reasonable and mutual convenience of the Company and Executive.
Task: Classify... | Label: Vacations |
3cbdba64-f4bd-4375-80ea-7ef681a56f99 | Clause:
Executive’s base salary shall be $250,000 per annum (the “ Base Salary ”), to be paid in accordance with the Company’s customary payroll practices. Executive’s Base Salary (as defined below) will be reviewed on an annual basis by the Compensation Committee of the Board (the “ Compensation Committee ”) and may b... | Label: Base Salary |
c8c77fa2-8f77-459a-bdb4-488425482969 | Clause:
The Company and the Subsidiaries are insured against such losses and risks and in such amounts as are adequate and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscript... | Label: Insurances |
2fe65eec-202f-4ce4-8a3a-8893507584c7 | Clause:
Borrower hereby consents and agrees that Administrative Agent may at any time, and from time to time, without notice to or further consent from Borrower, either with or without consideration, surrender any property or other security of any kind or nature whatsoever held by it or by any person, firm or corporati... | Label: Modifications |
27a2ac86-37e8-4245-b47e-b22533ebfa26 | Clause:
Each ABL Collateral Agent, for itself and on behalf of each other ABL Claimholder represented by it under the applicable ABL Loan Documents, and each Fixed Asset Collateral Agent, for itself and on behalf of each other Fixed Asset Claimholder represented by it under the applicable Fixed Asset Loan Documents, an... | Label: Further Assurances |
3de7a12c-aad1-4ed5-9c6b-f1f6ee3fac56 | Clause:
Interest is payable monthly on the first calendar day of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 noon Pacific time on any day shall be deemed received at the opening of business on the ne... | Label: Payments |
172d8173-57a6-4826-a7d5-82d38958928a | Clause:
THIS COPYRIGHT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
Task: Classify this clause into ONE of thes... | Label: Venues |
6f8a77ac-2d09-4d04-ad28-267e8093c07c | Clause:
This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter covered by this Agreement. Except as set forth herein, nothing in this Agreement is intended to limit the rights of Mr. Morris or the Trustee under the terms of the Split Dollar Agreement (as... | Label: Entire Agreements |
110b82b5-ee3e-4911-a844-796012176d23 | Clause:
(a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as ... | Label: Fees |
51165d75-1ba1-45f4-9f13-21dc04f87a7f | Clause:
Upon the date of payment to Agent of the full amount of all Obligations, this Agreement shall be void and of no further effect except that Section 7(d) shall continue to survive and Agent shall, within five (5) Business Days of Pledgor’s written demand, execute and deliver to Pledgor in recordable form all nece... | Label: Terminations |
d9fb2adf-e955-41b6-bc0e-f90886b85438 | Clause:
THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AN... | Label: Governing Laws |
11b6ddd0-e001-4a01-9000-eea51302de07 | Clause:
Any payments required pursuant to this Agreement that are not made within the time period specified in this Agreement shall bear interest from the end of that period. Interest required to be paid pursuant to this Agreement shall, unless otherwise specified, be computed at the rate and in the manner provided in ... | Label: Interests |
b3a4d611-f8d2-436f-8687-29a82e14c7d5 | Clause:
As executive Chairman Clineburg will continue to be responsible for mergers and acquisitions and strategic corporate direction. Clineburg will assist in the transition in corporate leadership of the Company and will be the liaison between the Company Board and other members of executive management.
Task: Clas... | Label: Duties |
40cbbdba-f72a-4435-9a0d-aa51f9d8446b | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Hampshire, excluding its choice of law provisions. This Agreement shall be binding upon, and enure to the benefit of, the parties hereto and their respective heirs, executors, administrators, successors and assi... | Label: Governing Laws |
ecaf69b9-3e30-49ab-b6ab-607b8e1c1e08 | Clause:
All Covered Persons shall be entitled to indemnification from the Company for any Damages incurred by such Person by reason of any act or omission performed or omitted by such Person provided that: (i) any such action was undertaken in good faith on behalf of the Company and in a manner reasonably believed to b... | Label: Indemnifications |
5b854a88-8f8e-4b44-b763-c29f621da28f | Clause:
Borrower hereby acknowledges, ratifies, reaffirms and renews the liens and security interests created by and granted in the Loan Documents in all of the assets of Borrower and Guarantors now or hereafter owned (collectively, together with any and all substitutes, replacements and proceeds thereof, the “ Collate... | Label: Liens |
953d4700-8d37-4c11-8d43-0f67e4bb97e6 | Clause:
Each Guarantor, jointly with the other Guarantors and severally, agrees to indemnify and hold harmless the Indemnitees to the same extent that the Borrower is required to do so pursuant to Section 10.05 of the Credit Agreement and shall be bound by the terms and conditions of Section 10.05 of the Credit Agreeme... | Label: Indemnifications |
68545612-643e-436b-9bd6-c12a75fd4f2d | Clause:
Executive agrees that following any termination of his employment with the Company, he will not disparage, orally or in writing, the Company or its affiliates, the management of the Company or its affiliates, any product or service provided by the Company or its affiliates or the future prospects of the Company... | Label: Non-Disparagement |
4cef949e-f764-450d-9564-564f57654b49 | Clause:
Executive will be entitled to participate in all of the employee benefits and benefit plans that the Company generally makes available to its full-time employees and executives and for which Executive is eligible in accordance with the Companies policies as in effect from time to time. These benefits are subjec... | Label: Benefits |
b13072b0-d989-4f44-882a-b6d2704e5377 | Clause:
Upon the occurrence of an Adeptus Put Event, THR (or THR’s legal representative) shall give written notice of the Adeptus Put Event (the “ Adeptus Put Notice ”) to Adeptus within ten (10) days after the occurrence of such Adeptus Put Event.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Notices |
94d3a35b-6e45-4235-97a6-9a4b7bbd501a | Clause:
All notices, amendments, waivers, consents and other communications provided to any party hereto under this Agreement shall be in writing and addressed, delivered or transmitted to such party at its address, or e-mail address set forth on Schedule II, in the case of the Issuer or the Manager, or on Schedule II ... | Label: Notices |
f4e6f4d9-3ca7-4f51-8971-b36d038d3a17 | Clause:
The Board of Directors shall establish in writing objectives (“Performance Goals”) that must be met by the Company or any subsidiary, division or other unit of the Company (“Business Unit”) during the Award Period as a condition to payment being made under the Performance-Based Award. The Performance Goals for ... | Label: Payments |
18397104-a319-45e0-8fd4-f2704c8a5bb2 | Clause:
Each Participant’s Award (including any proceeds, gains, or other economic benefit actually or constructively received by a Participant upon any receipt or exercise of any Award) shall be conditioned on repayment, forfeiture, or claw-back in accordance with the Company’s claw-back policy, if any, the Sarbanes-O... | Label: Forfeitures |
bd1ba82e-4218-4f31-9472-5432354b71a6 | Clause:
Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of January 1, 2016, among Ford Credit Auto Owner Trust 2016-A, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer. Appendix... | Label: Definitions |
b4c65dd1-616d-4051-8de3-0ffe00a22091 | Clause:
To Seller’s knowledge, there is no current or threatened litigation against Seller which would, if determined adversely to Seller, materially and adversely affect Buyer or the Property following Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Litigations |
c059776c-2c98-4aab-853c-ce7eed61c321 | Clause:
EACH BORROWER AND EACH OTHER LOAN PARTY 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 THE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF ... | Label: Submission To Jurisdiction |
4d741612-4640-428f-ad41-5dba5454049b | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 500,000,000 shares of Common Stock, of which approximately 167,000,000 shares are issued and outstanding; and (ii) 40,000,000 shares of preferred stock, of which approximately 10,001,000 shares are issued and outstanding. Except... | Label: Capitalization |
40158123-d798-45f4-8023-32d3b783c0f8 | Clause:
Both before and after giving effect to the sale, transfer, assignment and conveyance of the Second-Tier Assets pursuant to this Agreement, the Seller is solvent and the transfer of the 2016-A Exchange Note pursuant hereto is not being made with the intent to hinder, delay or defraud the creditors of the Seller ... | Label: Solvency |
e04b8664-c597-4aa3-b26d-c9d7ecc8772c | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provisi... | Label: No Conflicts |
67c0c8b4-bb0b-4bee-bbb8-efa562eff89a | Clause:
The Borrower Parties have not dealt with any broker or finder with respect to the transactions embodied in this Agreement and the other Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Brokers |
f78486f9-53df-4986-b263-e3cfeff38c35 | Clause:
Certificates for Shares issued upon exercise of this Warrant will be issued in the name of Holder or and will be delivered to Holder or such named Person or Persons within a reasonable time after the date on which this Warrant has been duly exercised in accordance with the terms of this Warrant. The Company her... | Label: Authorizations |
0e8d227d-bbbc-4f2e-9d1d-d95ce9c2910c | Clause:
The Company hereby agrees to employ the Employee and the Employee hereby accepts employment with the Company as its President and Chief Executive Officer, upon the terms and subject to the conditions set forth herein. In addition, the Company will use its reasonable best efforts to cause the Employee to be elec... | Label: Positions |
640a43a5-7583-4204-bde4-fdbd5086e5be | Clause:
This Agreement has been duly executed and delivered by such Person. This Agreement constitutes a legal, valid and binding obligation of such Person, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’... | Label: Binding Effects |
bace08fd-355a-4cc8-969d-1566fa211dc7 | Clause:
This Agreement shall not be amended, modified or supplemented except by a written instrument signed by all 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, Assignments, Ass... | Label: Amendments |
bd6e2636-542c-42d5-85df-0a8e42ecc966 | Clause:
The Borrower has furnished to the Administrative Agent copies of (i) with respect to the Contributed Assets and associated liabilities, (A) combined audited balance sheets for the fiscal year ended December 31, 2015 and combined audited statements of income, shareholder’s equity and cash flows for the fiscal ye... | Label: Financial Statements |
502bcf30-9007-4120-8de0-e684354655f1 | Clause:
This instrument may be executed in any number of identical counterparts, all of which shall together constitute a single original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Counterparts |
35a45927-89a1-48e3-aac7-aef0701eeb85 | Clause:
The Company shall use the net proceeds hereunder to repay the entire amount due under that certain convertible note dated January 5, 2016 made by the Company in favor of St. George Investments and for general working capital purposes, and shall not use such proceeds: (a) for the satisfaction of any portion of a... | Label: Use Of Proceeds |
ebdf7cc9-daff-406e-b282-f1723042885b | Clause:
Within forty-five (45) days after the end of each calendar quarter, Purchaser shall deliver to Seller a written report indicating, on a Product-by-Product and country-by-country basis, gross sales and Net Sales (including deductions, itemized by major category), a calculation of the Contingent Earnouts due on s... | Label: Payments |
bcbfc1eb-8ac2-49ff-b2e5-157987830c4f | Clause:
Any dispute, claim or controversy based on, arising out of or relating to Employee’s employment or the termination thereof or this Agreement shall be settled by final and binding arbitration in the County of San Diego, California, before a single neutral arbitrator in accordance with the National Rules for the ... | Label: Arbitration |
e71bb75a-659f-4607-ac81-e722111e0265 | Clause:
(a) If any Lender (a “ Benefited Lender ”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Subsection 9.1(f) , or... | Label: Adjustments |
a8bcc22e-194b-4ae5-815d-d6e9e63bc3c2 | Clause:
Executive understands and agrees that this Release, and the matters discussed in negotiating its terms, are entirely confidential. It is therefore expressly understood and agreed by Executive that he will not reveal, discuss, publish or in any way communicate any of the terms, amount or fact of this Release to... | Label: Confidentiality |
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