id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ba1fc78a-6dbd-4f7b-8bd2-f346c605bb64 | Clause:
The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Share, prospectively or retroactively; provided, that , no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent.
Task: Classify this clause into ONE of th... | Label: Amendments |
9c9e78d7-1eb3-4f50-8529-f65e88d1218b | Clause:
As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive a Base Salary of two hundred and ninety thousand ($290,000.00) per year, payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax,... | Label: Base Salary |
5a9e5443-2ec6-452c-88e4-2e2586190eee | Clause:
All representations and warranties made in the Credit Agreement or the other Loan Documents, including, without limitation, any document furnished in connection with this Agreement, shall survive the execution and delivery of this Agreement and the other Loan Documents, and no investigation by Lender shall affe... | Label: Warranties |
e2b7d1b6-7e1c-4f6c-8626-6747dd0bb4be | Clause:
The Brand Companies own or have the right to use, free and clear of all Liens (other than (i) Permitted Liens and (ii) non-exclusive licenses granted in the ordinary course of business consistent with past practice), all Material Registered Company Intellectual Property (as defined in the MIPA) licensed to Assi... | Label: Intellectual Property |
d2bd9274-26ec-41e4-ac1c-e24a29352a7f | Clause:
Awardee acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by Awardee or any other Awardee.
Task: Classify this clause into ONE of these types (exa... | Label: Waivers |
f18de5a4-e313-4deb-ba9c-609865192437 | Clause:
This Agreement constitutes a legal, valid and binding agreement and obligation of Seller, enforceable against Seller in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights and to general equity... | Label: Authorizations |
e9add15b-5384-417a-94f0-5cd1b220ccb9 | Clause:
No failure by any of the Parties to exercise, and no delay by any such Party in exercising any power, right or remedy under this Agreement will operate as a waiver of such power, right or remedy, and no single or partial exercise of any such power, right or remedy will preclude the further exercise of such powe... | Label: No Waivers |
454b52ec-29cd-49a5-a528-37c787de7b1e | Clause:
The Issuer and the Company hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly on... | Label: Waiver Of Jury Trials |
ff6b54df-3f64-4a31-9e9a-5375ea374624 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the internal Laws of the State of California without reference to its choice of law rules. This Agreement may not be amended, modified or supplemented except by written agreement of the Parties.
Task: Classify this clause into ON... | Label: Amendments |
96190b26-51c8-45b7-8797-625fbf6514bb | Clause:
Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees to issue to the Borrowing Subsidiary, upon its request, Letters of Credit for the Borrowing Subsidiary’s own account or jointly for its own account and the account of any of its subsidiaries (in which case the Borrowing Subsidiar... | Label: General |
6465bfc3-be62-4821-aa52-7569faa74690 | Clause:
Neither this Lease nor any term or provision hereof may be changed, waived, discharged or terminated orally, and no breach thereof shall be waived, altered or modified, except by a written instrument signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. Any... | Label: Modifications |
e4dd9854-4c45-4c9a-b57f-87fb99034d75 | Clause:
Except as otherwise provided in Subparagraph 6 (c) with respect to injunctive relief, all disputes between the parties hereto pertaining to this Agreement shall be adjudicated by arbitration in New Jersey before one arbitrator pursuant to the Employment Arbitration Rules of the American Arbitration Association,... | Label: Arbitration |
ed8f1030-0687-4dee-a371-a7cdd6a63905 | Clause:
Except in connection with a merger, acquisition, or transfer of a party’s assets, neither party may transfer or assign this Agreement or its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and inure t... | Label: Assignments |
778f4448-7740-468e-9d40-c91f2d281da5 | Clause:
DLSS and Client agree to work cooperatively to amend each authorization and consent form relating to the Program such that each form applies to and covers the billing and collection activities to be performed by VitalCare.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Authorizations |
18e7a96c-8711-4a35-9492-9d854b7c3467 | Clause:
The Parties have participated jointly in the negotiation and drafting of this MSA. In the event an ambiguity or question of intent or interpretation arises, this MSA shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by vi... | Label: Construction |
900a6f9a-a5a7-43e5-bb6c-5ab062435cce | Clause:
This Agreement constitutes the entire agreement and understanding of the parties with respect to the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Entire Agreements |
2faea7e5-14ec-4eda-8bc9-992115aa48a2 | Clause:
Notwithstanding the foregoing and subject to Section 5 below, upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if he or she is employed by an Affiliate at the time the Company sells or ot... | Label: Change In Control |
32da0930-c9cf-44bb-a848-2103680883de | Clause:
By accepting this Award, except to the extent that disclosure is required by applicable law or regulation, you agree to keep this Agreement confidential and not to disclose its contents to anyone except your attorney, your immediate family or your financial consultant, provided such persons agree in advance to ... | Label: Confidentiality |
782c3f32-ac3f-4fb3-b1c5-29b88bb59a6c | Clause:
Use proceeds of (i) any Revolving Loans borrowed on the Closing Date to effect the Transactions (including, for the avoidance of doubt, to consummate the Refinancing), to pay the Transaction Costs and any excess for other general corporate purposes of the Borrower and its Subsidiaries not prohibited by this Agr... | Label: Use Of Proceeds |
10308376-b88e-402c-8af6-2bee853c8fdd | Clause:
This Agreement shall be governed by the laws of the State of New York, excluding its conflict of law rules.
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 |
db12498b-0e0d-4d76-972c-b7481c5f45cb | Clause:
All warranties, representations and covenants made by Borrower herein, or in any agreement referred to herein or on any certificate, document or other instrument delivered by them or on their behalf under this Agreement, shall be considered to have been relied upon by Lender. All statements in any such certific... | Label: Survival |
1841db52-b8cd-46fe-b7f6-ba43401c979c | Clause:
Immediately after the consummation of the Agreement and the transactions contemplated hereby, (a) the fair value of the assets of all of the Credit Parties, at a fair valuation, will exceed their collective debts and liabilities, subordinated, contingent or otherwise; (b) Borrower and its Subsidiaries are able ... | Label: Solvency |
a09ac01c-8cb1-47cb-a5a2-b4fbe02b8272 | Clause:
This Agreement (including the Exhibits hereto), together with the Transaction Documents and the disclosure schedule referenced in Section 2.1, constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, wi... | Label: Entire Agreements |
aa8b7be1-7fa1-4a08-81cb-87a97d86d009 | Clause:
There are no actions, suits or proceedings pending or, to the knowledge of any Credit Party, threatened (i) with respect to any Credit Document or (ii) that either individually or in the aggregate, have had, or could reasonably be expected to have, a Material Adverse Effect.
Task: Classify this clause into ONE... | Label: Litigations |
e5117272-5b93-403c-ad8b-e36b093121d3 | Clause:
The Lease, as amended by this First Amendment, sets forth all covenants, agreements and understandings among the parties with respect to the subject matter hereof and there are no other covenants, conditions or understandings, either written or oral, between the parties hereto except as set forth in the Lease a... | Label: Entire Agreements |
7bc17043-5d95-4e16-89b7-66f652ce3a11 | Clause:
This Agreement constitutes the entire agreement between the parties hereto in reference to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Entire Agreements |
33c013b1-2665-4542-a087-f9c9b6ae9173 | Clause:
Except in the case of the Mandatory Forum Selection Clause in Section 14.6 above, which clause shall be governed and interpreted in accordance with Florida law, this Agreement, the Loan Documents and the Revolving Note shall be delivered and accepted in, and shall be deemed to be contracts made under and govern... | Label: Governing Laws |
1a12f560-b42e-40bc-bbc6-9769e5ca399d | Clause:
Each of the Borrower and the Subsidiaries has filed all federal, state and local tax returns required to be filed and has paid or made provision for the payment of all taxes due and payable pursuant to such returns and pursuant to any assessments made against it or any of its property and all other taxes, fees ... | Label: Taxes |
8ccad20b-d9f7-480d-9743-d1afc0946b84 | Clause:
BDO USA, LLP who have expressed their opinion with respect to the audited consolidated financial statements of the Company and the Subsidiaries which are incorporated by reference into the Registration Statement, are an independent registered public accounting firm as required by the Securities Act, and the rul... | Label: Financial Statements |
476c15fd-e7cb-425b-ae07-71973fc243a6 | Clause:
Each Option granted under this Plan shall be exercisable for a period of ten (10) years following the date of grant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Terms |
20baa158-abe9-4297-8418-a3fa5059842a | Clause:
To the maximum extent permitted by applicable state and federal law, the Executive shall be eligible, at no cost to the Executive, to participate in all of the Company’s benefit plans, including fringe benefits available to the Company’s senior executives, as such plans or programs are in effect from time to ti... | Label: Benefits |
4268b96b-fbe3-44f0-b74c-9924a37d8fa9 | Clause:
The Company’s Subsidiaries are set forth on Schedule 4.19 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, Base Salary, Benefits, B... | Label: Subsidiaries |
150b4175-e139-48de-9cbf-3486ba549ed4 | Clause:
This AGREEMENT shall be construed in accordance with and governed by 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, Assignments, Assigns, Authority, Au... | Label: Governing Laws |
07ba5185-3f80-4a7a-a976-34a2a8f7e623 | Clause:
During and after the Executive’s employment, 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 took place while the... | Label: Litigations |
dadea0cb-4c1c-4133-82ca-71c9b125f48c | Clause:
Investor has all requisite power, authority and capacity to execute, deliver and perform its obligations under this Agreement, and has taken all necessary corporate, company, partnership or individual action, as the case may be, to enter into and perform this Agreement. This Agreement has been duly authorized a... | Label: Organizations |
d68bc21d-b2cd-49cb-ad1c-d51bfede1ada | Clause:
This Guarantee and the other Credit Documents represent the agreement of the Guarantors, the Collateral Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Guarantors, any Agent nor any Lender relative to subj... | Label: Integration |
70a0b7db-09e9-4ddb-8d4c-f3030aa03f6c | Clause:
Except as otherwise specifically provided herein, this Agreement constitutes the entire agreement between the parties respecting the subject matter hereof and supersedes any prior agreements respecting severance benefits upon a Change of Control . No amendment to this Agreement shall be deemed valid unless in ... | Label: Entire Agreements |
ed123a56-8bea-470c-9c30-91fdf80ca262 | Clause:
In addition, you will be eligible to participate in regular health insurance, bonus and other employee benefit plans established by the Company for its employees from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Benefits |
f3293c9b-316c-4d6e-9f82-d1b90ae92536 | Clause:
No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, po... | Label: No Waivers |
1fe8a473-f61d-4b19-9653-699226120909 | Clause:
The Committee may authorize grants of Restricted Stock Units to Participants upon such terms and conditions as the Committee may determine in accordance with the provisions of this Section 6 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Terms |
3e1e3b01-e2e3-4b01-9a78-18af49800207 | Clause:
Subject to the receipt of the Consents listed in Section 3.5 of the Disclosure Letter , the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby and thereby will not, with or without the givi... | Label: No Conflicts |
60fd293d-a6c8-486e-afc3-a7c06dcc2fda | Clause:
Borrowers shall pay to Lender in immediately available funds, due and owing as set forth in the Pricing Side Letter, including the Facility Fee, the Unused Fee and the Exit Fee, if applicable. The Facility Fee, the Unused Fee (if any) and the Exit Fee (if any) are each non-refundable, and such payment shall be ... | Label: Fees |
3a11b0f2-63b6-41a9-854d-09dd7947fec7 | Clause:
All of the terms of this Agreement, including but not limited to the representations, warranties and covenants of Seller, shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactl... | Label: Binding Effects |
a88db6bf-e224-4891-aafa-c2cbe598d7fc | Clause:
(a) Licensee agrees to complete the construction of the Sonic Restaurant and open the Sonic Restaurant to the public within one year from the effective date of this Agreement. If the Sonic Restaurant is not constructed and opened to the public before the expiration of the one-year period, then Sonic may term... | Label: Construction |
0ef00b22-9ef4-4757-8248-ddb9c4c81860 | Clause:
Borrower does knowingly, voluntarily, and intelligently waive its constitutional right to a trial by jury with respect to any claim, dispute, conflict, or contention, if any, as may arise under the Loan Documents, and agree that any litigation between the parties concerning the Loan Documents shall be heard by ... | Label: Waiver Of Jury Trials |
2d4e236e-1501-4ba4-86a2-4451b229acff | Clause:
Use the proceeds of each Loan solely for working capital, capital expenditures, acquisitions (including any related expenses, earn-outs and deferred payments incurred in connection with any such acquisition), payment of fees and expenses associated with this Agreement and other general corporate purposes not in... | Label: Use Of Proceeds |
536c99df-20b5-46fc-8aac-ca03c7306338 | Clause:
Unless otherwise specified herein, notices required or permitted to be given hereunder shall be in writing and shall be mailed by registered or certified mail, return receipt requested, to the principal office of the Company, Attention: Chief Executive Officer (if notice is to the Company Bank) and to the Optio... | Label: Notices |
b4a3945d-dcd0-4412-8d00-450d5d20c10c | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without regard to conflict of laws).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Governing Laws |
6b621da8-7b60-438b-8991-f80c1cdfdd9a | Clause:
Directly or knowingly indirectly, use the proceeds of any Loans or Letters of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to (i) fund, finance or facilitate any activities of or business with any individual or enti... | Label: Sanctions |
677e9e22-ccbf-4adf-854d-ce27ff2f3acd | Clause:
The Borrower has furnished to the Administrative Agent copies of (i) the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal years ended December 31, 2014 and December 31, 2015, and the related audited consolidated statements of operations, shareholders’ equity and ... | Label: Financial Statements |
b0dfa4e0-d8fc-49c0-b6b8-9681213f3575 | Clause:
As of the date of this Agreement, there are no: (a) outstanding Judgments against Buyer or any of its Subsidiaries; (b) Proceedings pending or, to Buyer’s knowledge, threatened in writing against Buyer or any of its Subsidiaries; or (c) investigations by any Governmental Body that are, to Buyer’s knowledge, pen... | Label: Litigations |
37683760-197e-4585-a24c-f99f97db1868 | Clause:
Subject to Sections 3(b)-(d) below, the restrictions applicable to the Restricted Stock, as described in Section 2 hereof, shall lapse with respect to one-hundred percent (100%) of the Restricted Stock on the earlier of (i) the first anniversary of the Date of Grant, and (ii) the date of the Company’s _____ ann... | Label: General |
34eaf1b0-11b5-4fb1-8d27-f188c9281971 | Clause:
The execution, delivery and performance of this Agreement has been duly authorized by the Noteholders. This Agreement, when executed and delivered by the Noteholders in accordance with the terms hereof, shall constitute a valid and binding obligation of the Noteholders, enforceable against the Noteholders in ac... | Label: Authorizations |
09a85ab1-63aa-4242-8a3e-fc106a59d5ec | Clause:
Execute and deliver or cause to be executed and delivered such further instruments and do or cause to be done such further acts as may be reasonably necessary to carry out this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Further Assurances |
126156e1-4a0f-47cf-8a49-540069c9db8c | Clause:
If any provision of the Plan is held to be invalid, illegal, or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality, or unenforceability and the remaining provisions shall not be affected.
Task: Classify this clause into ONE of these ... | Label: Severability |
89ca2f1c-2415-425c-9486-7d24d0a100da | Clause:
Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase the Land and Improvements, together with all of Seller’s right, title and interest in the following: (a) the equipment, fixtures and personal property located at, or used in conne... | Label: Sales |
18b0ba4c-82cd-4e5a-8b8f-1267425606b7 | Clause:
Each of the Credit Parties shall keep confidential any information obtained from Lender (except information publicly available or in Credit Parties' domain prior to disclosure of such information from Lender, and except as required by applicable laws) and shall promptly return to the Lender all schedules, docum... | Label: Confidentiality |
12ee9250-07db-43ea-84d8-fd44ca21cc6e | Clause:
Upon termination of Executive’s employment hereunder by either party for any reason, Executive (or his heirs, legal representatives or estate, as the case may be) will receive from the Company: (a) payment for any accrued, unpaid Base Salary through the termination date; (b) payment for any Bonus Compensation w... | Label: Benefits |
c34c1ba7-9994-487b-911c-0419f39c9847 | Clause:
The proceeds of any Borrowing are to be used solely (a) to pay the costs and expenses related to this Agreement, (b) for working capital purposes of the Loan Parties, (c) for general corporate purposes, including acquisitions permitted under this Agreement and (d) to finance a return of capital to Westlake, whi... | Label: Use Of Proceeds |
ef08ed8f-76ab-4ea0-bbe9-70e95484334d | Clause:
All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Notes and Warrants shall have been duly obtained and shall be effective on and as of such Closing.
Ta... | Label: Qualifications |
6457139e-3eff-4c23-83c9-bda3ebf5fadf | Clause:
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company except for increases in the Base Salary, other compensation and benefits provided for in Section 3 . No waiver by either party h... | Label: Miscellaneous |
ad2c54df-5c64-4035-b3ca-12962e3cac36 | Clause:
Each Party shall such hold harmless and indemnify the other Party from and against all losses, damages, demands, claims, suits, and liabilities, including attorney fees and other expenses of litigation, arising out of or related to the performance or failure to perform their obligations under this Agreement; in... | Label: Indemnity |
eeafdaec-5dca-4691-a203-94fcf741ff7f | Clause:
The Borrower will use the proceeds of the Loans made on the Closing Date only for the purposes specified in the introductory statement to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Use Of Proceeds |
d38d6975-f518-44e6-a454-9dc57d657f45 | Clause:
Each Party will, and will cause its respective Affiliates and Representatives to, cooperate with the other in good faith and will take such other actions as may be reasonably requested from time to time by the other as are necessary to accomplish the intended purpose of this Agreement and to resolve in a commer... | Label: Cooperation |
5f837961-503c-47bf-be9a-bf8f1cac2aa8 | Clause:
This agreement is personal and may not be assigned by Ryan. Any assignment of this agreement between Unilife (or its successor) and its affiliates (and their successors) shall not constitute a termination of Ryan’s employment hereunder. This agreement (including the Restrictive Covenants set forth in Sections 7... | Label: Assignments |
f4cfbe25-cad4-4de3-b17d-9c83f4483fcb | Clause:
(i) To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless (but only to the extent of the Partnership’s assets (including, without limitation, the remaining capital commitments of the Partners)) each Covered Person from and against any and all claims, damages, losses, costs, e... | Label: Indemnifications |
68b74723-a664-4f01-9ea8-a68a01c8101a | Clause:
No failure or delay by the Administrative Agent or any Lender in exercising, and no course of dealing with respect to, any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or disco... | Label: No Waivers |
58427e54-afdd-4c39-921d-eb3ac98b4766 | Clause:
This Agreement (i) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and no party is relying on any other oral or written representation, agreement or understanding and no party makes any e... | Label: Entire Agreements |
3d489a97-84e0-493a-8ecc-890f7716ad59 | Clause:
Each of Buyer and Seller will, at the request of the other Party and at such other Party’s expense, promptly execute and deliver to such other Party all such further instruments, assignments, filings and other documents, and do all such things, as such other Party may reasonably request in connection with the c... | Label: Further Assurances |
181f3810-0d8a-4de3-952a-0bb4bc553a5d | Clause:
Purchaser covenants and agrees to indemnify, defend, protect and hold harmless Seller, and its officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, together with Seller, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from a... | Label: Indemnifications |
a120cf42-d745-4cf2-b987-aef0bd6886f5 | Clause:
Unless otherwise noted, all references to Sections and Exhibits herein are to Sections and Exhibits of this Agreement. The titles, captions and headings of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreem... | Label: Titles |
ad0a22cf-11b9-48f9-8b25-06cd093347f9 | Clause:
The Seller has all requisite legal capacity, power and authority to execute and deliver this Agreement and to perform the Seller’s obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Authority |
ed66f569-7e3d-4884-8ec6-3d9031afa40c | Clause:
THIS AGREEMENT 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; PROVIDED, THAT (I) THE INTERPRETATION OF THE DEFINITION OF CLOSING DATE MATERIAL ADVERSE EFFECT AND THE DETERMINATION OF WHE... | Label: Governing Laws |
73c9128b-86eb-4474-8d78-e36d72b78e94 | Clause:
This Subscription Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via fax, e-mail (including as a .pdf or with any electronic signature complying with the U.S. federal ES... | Label: Counterparts |
6f8838db-bde6-44e6-a87f-1be8d23c876c | Clause:
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of t... | Label: Survival |
002c53b2-f296-46d5-8d01-2e7e184263a0 | Clause:
Any controversy, dispute, or claim between the parties to this Agreement, including any claim arising out of, in connection with, or in relation to the formation, interpretation, performance or breach of this Agreement shall be settled exclusively by arbitration, before a single arbitrator, in accordance with t... | Label: General |
cf082f33-5865-4d75-aa3f-609901753188 | Clause:
The General Partner shall cause the Investment Entities to be covered by such property, casualty, general liability and environmental insurance in connection with the business or activities of the Partnership hereunder and the Investment Entities exercising Due Care. Each insurance policy shall name as addition... | Label: Insurances |
39aacdf1-ffbd-4765-836e-e4ae1391b6f0 | Clause:
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan, the PBGC or the IRS in an aggregate amount in excess of Two Hundred Fifty Thousa... | Label: Erisa |
c55108b3-b64e-464c-ab4d-9960e73498fc | Clause:
The Borrower agrees to pay on demand all expenses of the Lender (including, without limitation, the fees and out-of-pocket expenses of Covington & Burling LLP, counsel to the Lender, and of local counsel, if any, who may be retained by or on behalf of the Lender) incurred in connection with the negotiation, pre... | Label: Expenses |
591f6cd0-e35a-4c37-8b1a-aa38c282fecc | Clause:
The representations and warranties contained herein shall survive the last to occur of the Tranche I Closing or the Tranche II Closing, as the case may be, and shall thereupon terminate 24 months from the last of such Closings to occur, except that the representations contained in Sections 3(a), 3(b), 3(q), 3(r... | Label: Warranties |
df8605d0-7ecc-4de2-ade0-9a7cd6683287 | Clause:
During the Term, Company will reimburse Consultant for reasonable out-of-pocket expenses incurred by Consultant in performance of service for Company under this Agreement ( e.g. , transportation, lodging and food expenses incurred while traveling on Company business), all subject to such policies and other requ... | Label: Expenses |
66340c9d-c8ac-4abb-8cc4-123f6bd50a20 | Clause:
Neither Purchaser nor, to Purchaser’s knowledge, any director, officer, agent, employee or Person acting on behalf of Purchaser, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Purchaser represents and warrants to the Company as of... | Label: Compliance With Laws |
b362a0ba-0fb9-4804-94dc-5d29ad6250cf | Clause:
Subject to Section 15.12(e) , the representations and warranties of Seller in Article VI (other than the Seller Fundamental Representations) and the corresponding indemnity obligations of Seller under Section 14.3(a)(3) with respect to all such representations and warranties, shall expire and terminate at 5:00... | Label: Warranties |
c8a1ed9c-9ce2-4079-b913-ad788da087a5 | Clause:
Each Co-Borrower and each Subsidiary is validly existing and in good standing under the laws of its jurisdiction of organization; and each Co-Borrower and each Subsidiary is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is req... | Label: Organizations |
9dc9a0f1-bb3b-4a49-b8bc-a428182b0126 | Clause:
The Company shall reimburse Buyer for any and all reasonable and accountable expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitatio... | Label: Expenses |
44bc56d9-be8e-412e-b4e0-003b88917fc5 | Clause:
There are no consents necessary or required from any third Parties, including, but not limited to, governmental or other regulatory agencies, federal, state or municipal, required to be received by or on the part of the Company and the Seller for the execution and delivery of this Agreement and the performance ... | Label: Consents |
f74934a1-7f30-4332-9074-6223f9a0a082 | Clause:
Section headings in this Consent are included herein for convenience and reference only and shall not constitute a part of this Consent for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Headings |
dce43e0a-1328-446c-a3ca-341a01af2dc8 | Clause:
The execution and delivery of this Agreement, the performance of its obligations under this Agreement, and the consummation of the transactions contemplated by this Agreement, in each case by the Company, do not and will not conflict with, contravene or result in a violation or breach of or default under (with ... | Label: No Conflicts |
f3301091-9f42-4969-b458-2afc8bae415d | Clause:
The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of preferred stock par value $0.0001 per share (the "Preferred Stock"). As of the date hereof the Company has 2,440,336 shares of Common Stock issued and outstanding and ... | Label: Capitalization |
99503552-1512-4f3d-987d-89a469721d50 | Clause:
The provisions set forth in the Amended Credit Agreement related to costs and expenses, indemnification, counterparts, severability, submission to jurisdiction, waiver of venue, service of process, waiver of jury trial and confidentiality shall apply to, and are hereby incorporated by reference in, this Amendme... | Label: Miscellaneous |
bd23d869-412d-4c25-803f-dfaaf81695fe | Clause:
If your employment is terminated by death, disability (as determined in accordance with generally applicable Company policies) or by retirement on or after normal retirement age under the terms of any retirement plan maintained by the Company or a Subsidiary, your Restricted Units will vest in full.
Task: Clas... | Label: Death |
48b5760f-fbd5-46d8-b3bd-02e9a33ac09d | Clause:
Employee recognizes and acknowledges that a breach of any provision under Sections 7, 8, 9, 10, 12 and/or 13 of this Agreement could not reasonably be compensated in damages in an action at law and that the Company and/or any of its affiliates shall be entitled to seek injunctive relief obtainable in a court of... | Label: Remedies |
354a5dde-32a1-41cd-8b51-43bb52bbb60d | Clause:
As consideration for our commitments hereunder and our undertakings to arrange, manage, structure and syndicate the Facilities and arrange the Existing Credit Facility Amendment, you agree to pay to us the fees and fulfill the other obligations set forth in the Term Sheets and in the amended and restated arrang... | Label: Fees |
c3433b63-b194-46ef-8418-36262f8d16bc | Clause:
All representations, warranties, covenants, agreements, undertakings, waivers and releases of the Loan Parties contained herein shall survive the termination of the Loan Agreement and payment in full of the Obligations under the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Survival |
1ce75e63-0c42-4761-a9e7-b324556b15bd | Clause:
The rights and obligations of the parties under the provisions of this Agreement, including Sections 1.5, this Article IV and Article V, shall survive and remain binding and enforceable, notwithstanding the termination of Employee’s employment for any reason, to the extent necessary to preserve the intended ben... | Label: Survival |
c591c685-b704-4260-91ea-1316c5a99c8a | Clause:
As additional consideration, Purchaser shall, on and as of the Closing Date, at its sole cost and expense, assume and agree to pay all sums and perform, fulfill and comply with all other covenants and obligations which are to be paid, performed and complied with by the Sellers under the Assumed Contracts, to th... | Label: Assignments |
ff71b41b-dcc6-4a6d-8a67-c64580b26c33 | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including all portions of any paragraph of this Agreement containing any such provision h... | Label: Severability |
c678b02b-b196-4864-be69-6d30a75550da | Clause:
Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Holder may at its option, by written notice to the Maker (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereu... | Label: Remedies |
1a2e8e52-66b0-4f86-bd2b-4e4ef4ca2d89 | Clause:
All representations, warranties, covenants and agreements contained in or made pursuant to this Agreement shall survive the consummation of the transactions contemplated hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Survival |
d6b0bf50-79bc-4469-ab8e-80b28632ee94 | Clause:
The waiver by a party hereto of any breach by the other party hereto of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by a party hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Waivers |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.