id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
3f810338-dbd0-4d61-8eb6-dea32cf3d717 | Clause:
If any provision of any Security Document is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions of the Security Documents shall remain in full force and effect in such jurisdiction and the Secured Parties in order to carry out the intentions of t... | Label: Severability |
fade2bb9-d2e4-4c61-927b-d83a76f85cbf | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile or PDF electronic mail signature, and all such signatures shall be effective as originals.
Task: Classify... | Label: Counterparts |
4e0eb01c-6aa3-4cfd-924c-7cd885b51d7a | Clause:
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, 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, Applic... | Label: Counterparts |
84cd537e-7053-4ab5-8141-135cb5970975 | Clause:
THE CREDIT AGREEMENT (AS AMENDED BY THIS FIFTH AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
T... | Label: Entire Agreements |
6bf26726-3083-4e64-b2f0-5ea3ada5ad1e | Clause:
This Agreement incorporates, but does not supersede, Executive’s Indemnity Agreement with PSI, which survives the execution of this Agreement in all respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Indemnifications |
e15c3b46-92ae-4dd8-a367-6df83ce9ba3d | Clause:
This Agreement is the result of negotiations between and has been reviewed by respective counsel to the Borrower, the REIT, the Administrative Agent and the Lenders and is the product of all parties hereto. Accordingly, this Agreement shall not be construed against any party merely because of its involvement in... | Label: Interpretations |
8e975e80-8a1d-4ea4-b2e0-2c6a70f13a79 | Clause:
Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for consents to the Plan. The acceptance of the Plan by each of the Restructuring Support Parties will not be solicited until such Parties have received the Disclosure Statement and related bal... | Label: Consents |
47e024ba-1576-4a74-bf23-17dab1f0370e | Clause:
At any time and from time to time after the Closing, at the request of Buyer and without further consideration, Seller and its Affiliates shall execute and deliver such other instruments of sale, transfer, conveyance, assignment and confirmation, and shall take such further action, as may be reasonably requeste... | Label: Further Assurances |
c81b7fd6-9e8f-444a-bb09-3c726fd37b0c | Clause:
The obligations of the Company and of any Holder, other than those obligations contained in Section 11 and this Section 15 , shall terminate with respect to the Company and such Holder as soon as such Holder no longer beneficially owns any Registrable Securities.
Task: Classify this clause into ONE of these t... | Label: Terminations |
1e948c80-8266-4fe4-8477-050cfb3d19aa | Clause:
The Investment Funds of the Plan will include a Company Stock Fund. The fiduciary responsible for determining the suitability of Investment Funds will not take any action with respect to the Company Stock Fund that is inconsistent with the Controlling Company’s intent as set forth in the preceding sentence unle... | Label: Sales |
8fe2715c-7962-4fef-8547-aefbbab6407e | Clause:
This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California. Each party consents to the jurisdiction and venue of the state or federal courts in Irvine , California, if applicable, in any action, suit, or proceeding arising out of or relating to... | Label: Governing Laws |
796b409a-0cbc-47ae-a2c3-8176fcb6c424 | Clause:
The Company shall pay Executive during the Term an annual salary of Five Hundred Seventy Five Thousand dollars ($575,000) (the “ Base Salary ”), payable in accordance with the Company’s normal business practices for senior executives (including tax withholding), but in no event less frequently than monthly. Ex... | Label: Base Salary |
53201a00-33e2-480b-b5b1-41bbb9b6a961 | Clause:
Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuers agree to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, at a purchase price equal to 98.75% of the principal amou... | Label: Sales |
d760d526-001b-485e-ae9d-6234cf6f8327 | Clause:
This Contract shall not be amended, altered, changed, modified, supplemented or rescinded in any manner except by a written contract executed by all of the parties; provided, however, that, (a) the signature of the Escrow Agent shall not be required as to any amendment of this Contract other than an amendment o... | Label: Amendments |
1b8d3f62-79ea-484f-b159-2a5f470f6bb9 | Clause:
Each of the Lenders (for purposes of this Article , references to the Lenders shall also mean the Issuing Banks) hereby irrevocably appoints The Bank of Tokyo-Mitsubishi UFJ, Ltd. to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its ... | Label: Authority |
4f29836f-0fd2-4245-94ef-c24b56b31756 | Clause:
The terms of the Plan will govern the Option in the event of a Change in Control.
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 Sal... | Label: Change In Control |
457ec7c1-ea2b-4219-9ef5-97bc2cfaea50 | Clause:
This Agreement is the result of negotiations between, and has been reviewed by, each of the parties hereto and their respective counsel, if any ; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the ... | Label: Construction |
12d41b7a-e293-4c0e-8b55-f5380d33b012 | Clause:
No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of the Company.
Task: Classify this clause into ONE of ... | Label: Brokers |
a35908f0-c350-43c8-b5f7-dffebd22a0e6 | Clause:
For all purposes of this Agreement, except as otherwise expressly provided herein, all capitalized terms used in this Agreement shall have the respective meanings set forth on Schedule I attached hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Definitions |
cb21bd7d-aae4-4586-be58-9935a0f4700f | Clause:
(a) Each Benefit Plan and Multiemployer Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compl... | Label: Erisa |
0247e0bf-0f3f-4072-8310-5051490a939e | Clause:
This Agreement may be amended only by an instrument in writing executed by the parties sought to be bound thereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Amendments |
fd88d340-614a-46f0-978a-35872a5c38b0 | Clause:
On or before the date of this Agreement, the Borrower shall have executed and/or delivered such other documents, instruments, and agreements as the Lender and its legal counsel may reasonably require in connection with the transactions contemplated hereby, which shall be satisfactory to the Lender in all materi... | Label: Agreements |
d3301028-2ba5-473d-aaaa-1dc46f63bbe2 | Clause:
Except as would not reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries own, or have secured licenses for, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, and other intellectual property rights that ... | Label: Intellectual Property |
5a943946-aa84-423d-ae0e-cb2caca5a621 | Clause:
Company Disclosure Schedule 3.1(c) sets forth a complete list of each Subsidiary of the Company and the jurisdiction of incorporation of each Subsidiary. Each Subsidiary of the Company is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization; has the re... | Label: Subsidiaries |
2fbc87ab-ea80-4a0a-8da8-1bd7b55b04e8 | Clause:
(a) There is no Proceeding pending or threatened, verbally or in writing, against Buyer before any Governmental Entity which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or the Transactio... | Label: Litigations |
eb1515c7-f4d9-4395-b5a1-0fd87e19331b | Clause:
(a) Each Group Member has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien except as permitted by Section 7.3 .
Task: Classify this clause into ONE of th... | Label: Liens |
945ef1a3-262f-4a97-8290-9b5c4c4e7408 | Clause:
This Agreement, together with all exhibits and disclosure letters hereto, and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the Parties with regard to the subjects hereof and thereof and supersede all prior agreements and understandings between th... | Label: Entire Agreements |
898e6d1d-8692-490d-990f-fa2a70875a5a | Clause:
The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Severability |
8a69882c-fb53-4e3c-95ed-ff81d5f80daa | Clause:
This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements or understandings with respect to such subject matter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Entire Agreements |
79d59c1d-537f-4d93-8e60-b79abdae43af | Clause:
The provisions set forth in Sections 3.5, 3.8, 3.9, 6, 7, 8 and Exhibit A (Proprietary Information and Confidentiality Agreement) of this Agreement will survive any termination of Employee's employment with OrangeHook and the termination of this Agreement.
Task: Classify this clause into ONE of these types (ex... | Label: Survival |
26c62181-8871-43fe-88ea-a97a9b2c7708 | Clause:
No Credit Party shall use the proceeds of the Loans or Letters of Credit for any purpose other than for general corporate purposes, and for such other purposes to the extent not inconsistent with the provisions of this Agreement. No part of the proceeds of any Loan or Letter of Credit will be used by the Credit... | Label: Use Of Proceeds |
d3250814-2df8-4828-9a4f-bd2c6372d0ad | Clause:
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Pa... | Label: Binding Effects |
a6a4c780-0052-4258-ace9-ffe5dadcf127 | Clause:
The Borrower will not directly or indirectly, enter into any purchase, sale, lease or other transaction with any Affiliate except transactions on terms that are no less favorable to the Borrower than those which might be obtained at the time in a comparable arm’s-length transaction with any Person who is not an... | Label: Transactions With Affiliates |
c339dcf6-b6d9-4072-b49c-f74f59961fff | Clause:
The Committee shall have the sole authority to (i) determine the individuals to whom grants shall be made under the Plan, (ii) determine the type, size and terms of the grants to be made to each such individual, (iii) determine the time when the grants will be made and the duration of any applicable exercise, v... | Label: Authority |
af2c950e-2c9a-43cf-b6c5-8fdfb389ebe2 | Clause:
This Joinder shall become effective upon the execution and delivery hereof by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authoriz... | Label: Effectiveness |
42a07931-6be7-4980-9d1d-e0ddb1fd74d1 | Clause:
Tenant shall make no structural or interior alterations of the Premises. All structural and nonstructural alterations and modifications to the Premises shall be coordinated through Landlord as outlined in the Lease. Completed construction drawings of the requested changes are to be submitted to Landlord or its ... | Label: Construction |
e22f8b09-7708-4602-8950-b0d417ce7f6d | Clause:
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis . This Amendment shall constitute a “Loan Document” fo... | Label: Defined Terms |
4c70a9e0-9723-4e9b-a7d4-481f6b075f03 | Clause:
Except for claims based on fraud, the indemnification provisions in this ARTICLE XII shall be the sole and exclusive remedy of any Indemnitee with respect to any claim for Indemnification Loss arising from or in connection with this Agreement. The Parties shall take into account the time cost of money (using th... | Label: Interpretations |
0ad57f1f-40e9-4e10-8d1c-bc54660efc09 | Clause:
The provisions of this Article 13 supersede the provisions of any applicable Laws with respect to the subject matter of this Article 13 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Waivers |
a8f0eaaf-a681-4cd7-a9e8-a7ce84a0967a | Clause:
This Agreement shall terminate and be of no further force or effect, without any liability to any party, (a) automatically, if the Merger Agreement is terminated in accordance with its terms prior to the Holdco Merger Closing, (b) by mutual written agreement by the parties hereto or (c) by either the Company or... | Label: Terminations |
22377e4e-06f8-4302-bb74-585aeb26aa16 | Clause:
Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate pro... | Label: Compliance With Laws |
b8f76738-04fc-4ec3-a5aa-cd56743ad858 | Clause:
Company hereby employs Executive, and Executive hereby accepts such employment commencing on the Effective Date, upon the terms and conditions set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Employment |
a88d6373-7a46-4cb4-98a7-1d715aecf19e | Clause:
Employee shall be entitled to receive reimbursement from the Company for all reasonable business expenses actually incurred by or paid by him in connection with his services hereunder, which constitute tax deductible expenses in accordance with Company’s reimbursement policies that may be modified from time to ... | Label: Expenses |
9c4315f4-8c70-41d7-b1a9-5b7cceda17bc | Clause:
The Borrower is, individually and together with its Subsidiaries on a consolidated basis, Solvent.
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, Authori... | Label: Solvency |
c620f2ca-5400-475b-af4c-be28fd74a1a7 | Clause:
The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Article 13 and the Articles shall have been canceled in the manner require... | Label: Terminations |
412a85b1-65a6-40b4-9789-93f6ff401730 | Clause:
The headings and captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit or describe or amplify the terms and provisions or the scope or intent hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Headings |
db69b2cc-86bf-47ab-a88c-a7f62eb90a56 | Clause:
All notices, requests and demands to or upon NETE or RBL to be effective shall be in writing and, unless otherwise expressly provided herein, shall be sufficiently given if delivered in person to or sent via nationally recognized overnight delivery addressed to a party at the address provided for such party in ... | Label: Notices |
9b72bf7f-8276-4e3e-a89f-0cf5966e9a86 | Clause:
All captions and section headings used in this Agreement are for convenience purposes only and do not form a part of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Headings |
40957cbe-257a-4aee-8b98-544ee98888a4 | Clause:
In the event of any event described in Section 3(h) of the Plan occurring after the Date of Grant, the adjustment provisions as provided for under Section 3(h) of the Plan shall apply to the Option.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Adjustments |
6dabb5fe-add1-47c2-9ef9-38600e038637 | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attac... | Label: Notices |
770d5499-5491-4fdd-814d-8e0645f4691a | Clause:
(a) Except as expressly otherwise provided herein, each payment (including each prepayment, but excluding payments made pursuant to Subsections 2.8 , 2.9 , 2.10 , 2.11 , 4.5(b) , 4.9 , 4.10 , 4.11 , 4.12 , 4.13(d) , 11.1(g) , 11.1(h) or 11.6 ) by the Borrower on account of principal of and interest on account o... | Label: Payments |
92014b8a-40c2-4e01-9735-6d7b3aa60ffb | Clause:
The Purchaser has not paid and has not and will not become obligated to pay any fee or commission to any broker, finder or other intermediary in connection with the transactions contemplated by this Agreement for which Seller, Oncor or any Seller Class B Member or any of their respective Affiliates will have an... | Label: Fees |
4948d2fb-6764-4256-8603-0d272ac8e8a6 | Clause:
Each September Buyer signatory hereto, in its capacity as a holder of September Notes, hereby consents to the transactions contemplated hereby and agrees that the Notes shall constituted Permitted Indebtedness (as defined in the September Notes) and Permitted Liens (as defined in the September Notes) thereunder... | Label: Consents |
e4f1a513-f9e5-4b92-8b62-bf38586cc832 | Clause:
If any term, provision, covenant, agreement or restriction of this Note is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, agreements and restrictions of this Note will continue in full force and effect and will in no way be affe... | Label: Severability |
5f547cad-4fe9-4e85-a58e-7eeef2683e6b | Clause:
The Company shall use the proceeds for general working capital purposes and other purposes expressly set forth in the use of proceeds statement previously delivered to Buyer and not for the repayment of any indebtedness owed to officers, directors or employees of the Company or their affiliates or in violation ... | Label: Use Of Proceeds |
6f209dfb-c0bc-465f-ac4b-3253c6f6d1b2 | Clause:
If any Term Loan is prepaid in accordance with paragraphs (ii) through (iv) above, the Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participat... | Label: Payments |
c49b7cbd-a2d8-4546-8113-c178e1a3ee00 | Clause:
Company hereby employs Employee as its Chief Lending Officer . Employee shall perform for or on behalf of Company such duties as Company’s President and Chief Executive Officer or Board of Directors shall assign from time to time; shall render such services primarily at the principal business offices of Company... | Label: Duties |
dc4281eb-2279-4a98-8ce0-825da023ba8e | Clause:
All payments under this Schedule will be subject to all applicable deductions and withholdings of tax, PRSI, Universal Social Charge, and any other deductions which are required pursuant to the terms of the Executive's employment or by law, or which are provided for in the Executive's Employment Agreement and/o... | Label: Tax Withholdings |
92b4aff1-bc8f-4232-99cf-af25da985c2a | Clause:
Subject to Section 22(d), the Partnership and the Company shall promptly reimburse the Executive for all reasonable travel and other business expenses incurred by the Executive in the performance of his duties to the Partnership and the Company, respectively hereunder.
Task: Classify this clause into ONE of th... | Label: Expenses |
6f042a71-9b77-441a-aae1-f95f6e25f084 | Clause:
The Borrower will not, and will not permit the Company or any Subsidiary thereof to, enter into directly or indirectly any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliat... | Label: Transactions With Affiliates |
24622292-00cc-454e-9c7b-a4d313ee7811 | Clause:
This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any Party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or i... | Label: Binding Effects |
a92319fb-e928-42f6-b86d-446aa2a9d252 | Clause:
The 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 Administrative Agent, any Lender, the Issuing Bank, or any R... | Label: Submission To Jurisdiction |
06adc82b-6fa1-4160-bb14-db0892938f7d | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
77c5c733-eb48-4d91-865b-3ce4561d4d26 | Clause:
Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Section 2.07(a) or (b) (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees).
... | Label: Fees |
0bf5b3d0-6976-44bb-9123-6b4f88861cd3 | Clause:
B. Subject to Section 8.6.C and Section 11.6.E , at any time on or after six (6) months following the date of the initial issuance thereof (which, in the event of the transfer of a Class A Unit, shall be deemed to be the date that the Class A Unit was issued to the original recipient thereof for purposes of thi... | Label: General |
371a75d2-dcc1-451f-8142-41b99311e909 | Clause:
The Company will obtain, prior to the Closing Date, the receipt of all required third party and regulatory approvals, as applicable, including, without limitation, the TSX Approval and no shareholder approval is required for the Company to issue the Shares.
Task: Classify this clause into ONE of these types (e... | Label: Approvals |
98408b9c-3d46-4947-954d-8f1b0a864e42 | Clause:
There is no litigation or other administrative or judicial proceedings pending or, to the Company’s knowledge, threatened against the Company. There are no judgments against the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Litigations |
3b9983f4-b505-43c0-9a69-9295eceabe48 | Clause:
Each Grantor covenants and agrees that after the occurrence and during the continuance of an Event of Default, Administrative Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to Administ... | Label: Agreements |
60a1d531-7316-4032-a63c-a3f0842f5278 | Clause:
There is no litigation, proceeding, governmental investigation or class action lawsuit existing or pending or to the knowledge of Seller threatened, or any order, injunction, decree or settlement agreement outstanding, relating to or arising out of the Mortgage Loan, nor does Seller know of any basis for any su... | Label: Litigations |
3b9486d0-0f1b-4880-80a9-8899d46d6879 | Clause:
In the event that this Agreement shall terminate, all provisions of this Agreement shall terminate and shall be void, except Section 7.02 and Articles I and VIII and shall survive any such termination indefinitely. The termination of this Agreement shall not relieve any party from any liability for any breach b... | Label: Survival |
046e3b4e-0fc6-4c86-b296-60060bce8763 | Clause:
The Liberty Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company may reasonably request for the purpose of effectuating the matters covered by this Agreement.
Task: Classify this cla... | Label: Further Assurances |
be9642a8-4ff1-48f6-922e-afc6f8ae3ef8 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate (i) any applicable law or regulation or (ii) the charter, by-laws or o... | Label: No Conflicts |
923f2a0e-7841-4b76-ab07-5497469b2850 | Clause:
This Joinder Agreement may be executed in counterparts, each of which shall constitute an original. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.
Task: Classify this clau... | Label: Counterparts |
30af1af3-cf2e-47dd-9721-56e462c18f09 | Clause:
Except as otherwise provided herein, all Claims must be submitted to arbitration (“ Arbitration ”) to be conducted exclusively in Salt Lake County or Utah County, Utah and pursuant to the terms set forth in these Arbitration Provisions. The parties agree that the award of the arbitrator (the “ Arbitration Award... | Label: Arbitration |
24a75595-59fc-4a01-a64a-9f45e928467a | 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 transpired while the... | Label: Litigations |
8262da4d-9a7e-4ce8-bba6-e445db179dea | Clause:
This Warrant, together with the Stockholders’ Agreement and the Purchase Agreement (and the other Transaction Documents referenced therein), constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous ... | Label: Entire Agreements |
6d150660-58dd-4881-bb35-ec2c931a1d75 | Clause:
Any notice required or permitted to be given under this Agreement shall be in writing and either shall be sent by overnight air courier service, or personally delivered to a representative of the receiving party. All such communications shall be mailed or delivered, addressed to the party for whom it is intende... | Label: Notices |
68b3ba6b-8eff-46df-ac36-cff974645618 | Clause:
The Company shall file a Current Report on Form 8-K (if required by the Exchange Act), including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such 8-K, the Company represents to the Purchasers that it shall have p... | Label: Publicity |
a699c5e5-e372-4480-b32e-b71969d3701c | Clause:
The Executive may not make any assignment of this Agreement or any interest herein. The Company may assign its rights and obligations under this Agreement without the consent of the Executive in the event that the Company shall hereafter affect a reorganization, or consolidate with, or merge into, any other Per... | Label: Assignments |
244f01cf-b0e9-4ced-8b62-798a5fa2532e | Clause:
This Agreement may be executed in any number of duplicate originals or counterparts by the Parties, each of such duplicate originals or counterparts shall be deemed to be an original and all taken together shall constitute but one and the same instrument. Facsimile and electronic (PDF) copies shall be valid and... | Label: Counterparts |
f7ba2eca-5634-4307-a6d8-57d7e8410ef2 | Clause:
Each Party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Unwind Agre... | Label: Survival |
ef1f1f33-ec2e-4a2c-904f-5259b4f1e2c7 | Clause:
The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Incremental Agreement No. 1, including, without limitation, the reasonable fees and disbursements of counsel to the Admi... | Label: Expenses |
3b2ad3e2-2fa7-42e1-b445-1e00fae54268 | Clause:
This Agreement will be construed in accordance with and governed by the laws 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, Aut... | Label: Governing Laws |
905ce141-3c70-4ac6-99d0-298fc1a5e89d | Clause:
On the Transaction Settlement Date for each Primary Portfolio, the Purchaser shall pay the Transaction Purchase Price to the Seller, the Seller shall convey the Primary Portfolio Excess Spread to the Purchaser and the Seller shall commence servicing or subservicing the Primary Portfolio Mortgage Loans in accord... | Label: Closings |
550b9699-bf81-4467-be67-11914a784796 | Clause:
Such purchase shall be expressly made without representation or warranty of any kind by any selling party (or the applicable Representative or the [Term Loan] Representative) and without recourse of any kind, except that the selling party shall represent and warrant: (a) the amount of the ABL Obligations or [Te... | Label: Warranties |
ed80ffb4-b924-48f7-9c44-701c16a60bf3 | Clause:
As between the Pari Debt Secured Parties, the Applicable Collateral Agent acting in accordance with Section 2.02 shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnat... | Label: Insurances |
67d7cd2e-c4f1-49c6-b311-1752025dbc86 | Clause:
(a) Notwithstanding anything herein or the Indenture to the contrary, the definitions of “Excess Cash Collateral Trigger,” “Minimum Seller’s Interest,” “Mismatch Rate,” “Required Seller’s Percentage,” “Series 2016-1 Overcollateralization Factor” and “Spread Account Percentage,” contained in this Indenture Suppl... | Label: Amendments |
14c4f81b-62ec-4baa-a6c7-40c66aee2956 | Clause:
All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Supervisory Board and shall be in writing in accordance with Section 7.1. Any denial by the Supervisory Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing in ac... | Label: Arbitration |
1c36c728-7673-41c2-9429-cb61f1883966 | Clause:
This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement. This Agreement supersedes any and all prior agreements and understan... | Label: Entire Agreements |
b5a4e0e3-8a68-446e-a881-2781f0f404c9 | Clause:
All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 12.3 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice addres... | Label: Notices |
b358cc4e-5b39-43ad-a7a4-3383fbe053f9 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by this Agreement and the transactions contemplated pursuant to the Prospectus Supplement, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Investors or their agents or... | Label: Disclosures |
dbc9efca-d33c-491d-858d-acf67f98c601 | Clause:
Seller shall timely file all tax returns that are required to be filed by it and shall timely pay all Taxes due, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted with respect to which it has established adequate reserves.
Task: Classif... | Label: Taxes |
e660cacc-65f6-4dd2-90be-7d3f9baa8194 | Clause:
The right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, including obtaining an injunction to prevent any continuing violation thereof, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and tha... | Label: Specific Performance |
f5babfba-c3bd-4182-b632-841ac835843f | Clause:
This Agreement may be executed in two (2) or more counterparts (including by facsimile or electronic signature, which shall constitute a legal and valid signature), and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, and all of which, when... | Label: Counterparts |
e0580b41-7cdb-4a5c-b085-955e1d354031 | Clause:
Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel at the corporate headquarters of the Company, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll records of the Company, or... | Label: Notices |
ff776c0d-66b0-470a-aae2-ad6f8b7b21f7 | Clause:
Any controversy, dispute or claim arising out of or relating to this Release, or its interpretation, application, implementation, breach or enforcement which the parties are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim or dispute to binding arbi... | Label: Arbitration |
e062fa67-4964-438a-bf33-636b1d10781a | Clause:
The Assignment and Assumption of Purchase Agreement, executed by Purchaser on its own behalf, as assignor, and on behalf of the manager of the New LLC, as assignee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Assignments |
61491885-6288-48e5-83af-9f3e5cfa7bf5 | Clause:
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Texas of the United States of America without regard to principles of conflict of laws. The State of Texas shall be the exclusive jurisdiction for any disputes arising under this Agreement and the Par... | Label: Governing Laws |
5e12d971-8048-4926-9725-496c02196331 | Clause:
Except as set forth on Exhibit E , there is no action, proceeding or investigation pending with respect to which either Seller or Guarantor has received service of process or, to the best of Seller’s or Guarantor’s knowledge threatened against it before any court, administrative agency or other tribunal (A) ass... | Label: Litigations |
41d92944-5e3c-4445-9253-5366e97d9074 | Clause:
All notices or other communications provided for or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made (a) upon delivery if delivered personally (by courier service which tracks deliveries or otherwise), (b) upon delivery if sent by email bef... | Label: Notices |
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