id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
789d07b7-c8ef-4b1f-9cf0-be1f50ce05bc | Clause:
No waiver of any covenant or condition contained in this Agreement or of any breach of any such covenant or condition shall constitute a waiver of any subsequent breach of such covenant or condition by either party, or justify or authorize the nonobservance on any other occasion of the same or any other c... | Label: No Waivers |
f278c1a5-4255-4d0e-a66f-d92756b86401 | Clause:
All Participant Accounts may be invested in Company Stock and such other Investment Funds as may from time to time be established by the Committee for the investment of such Accounts, provided, however, effective February 1, 2015, Participant Accounts may no longer be invested in Company Stock. Moreover, for t... | Label: General |
a5ad579b-436f-424b-9786-7bb744f1751e | Clause:
If any part of this Agreement is for any reason declared to be illegal, invalid, unconstitutional, void or unenforceable, all other provisions hereof not so held shall be and remain in full force and effect, and the intention of the parties as expressed in the stricken provision(s) shall be given effect to the ... | Label: Severability |
feab244d-7af5-4e1d-bcf2-757b4359e03c | Clause:
The execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contrave... | Label: Authorizations |
9a9a6a5b-64f0-457d-ad6d-911ec91d0c09 | Clause:
Except as set forth on Schedule 3.6 as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation pending against, or to such Borrower’s knowledge threatened in writing against or affecting, any Credit Party. There is no Litigation pending which would be reasonably likel... | Label: Litigations |
65947524-a2b9-4ea9-b083-fc86b6da3c9b | Clause:
Each Collateral Agent represents and warrants to the other parties hereto that it has been authorized by the Lenders under and as defined in the First Lien Loan Documents or the Second Lien Loan Documents, as applicable, to enter into this Agreement.
Task: Classify this clause into ONE of these types (exactly ... | Label: Representations |
1ac9d1f4-9006-4b9d-8afa-06399007c4f9 | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Hospital shall not assign this Agreement or any of its rights hereunder or sublease the Equipment without the prior written consent of GKF, which consent shall not be unreasonably wit... | Label: Binding Effects |
0a8a2f72-c2cf-4878-b028-69276d4bab8f | 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 |
60cedcb7-887e-4caf-89f8-e8c4f8c8d16d | Clause:
The Lenders and the Agents shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel to the Agents) on or before the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Fees |
cbc584a8-c7df-419b-b123-8fa299fa60a4 | Clause:
Except for fees payable to the Placement Agents, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based on arrangements made by the Company.
Task: Classify this clause into ONE of these ty... | Label: Brokers |
58d93021-8584-4ce7-bc44-0d1f693882e6 | Clause:
The Company or an Affiliate, as applicable, shall withhold all required taxes from an Actual Award, including any federal, state, local or other taxes, or otherwise require as a condition to grant and/or payment of any award that the Participant satisfy any applicable withholding obligations in a manner designe... | Label: Tax Withholdings |
20fbdd47-a0c9-4b25-b649-39b4e103f239 | Clause:
This Third Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Third Amendment by facsimile or electronic transmission (e.g., pdf) shall be e... | Label: Counterparts |
c7a46100-e0f6-4f26-b9d5-a8f19045b975 | Clause:
All notices, demands and requests given or required to be given by, pursuant to, or relating to, this Agreement shall be in writing. All notices shall be deemed to have been properly given if mailed by United States registered or certified mail, with return receipt requested, postage prepaid, or by United State... | Label: Notices |
453370b2-2958-4fae-be54-a857ffc45f02 | Clause:
Celgene represents and warrants to Acceleron that as of the Execution Date and as of the Effective Date of this Agreement, and to the best knowledge of Celgene or its Affiliates, there are no claims, judgments or settlements against or owed by Celgene or its Affiliates or pending or threatened claims or litigat... | Label: Warranties |
fef27ef6-262e-4184-9fc8-35996a5a3f9d | Clause:
Each Grantor hereby waives, to the extent permitted by Applicable Law, all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any Applicable Law in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any ... | Label: Waivers |
5b77b054-f26c-4e63-8a06-a0b01cd3cf82 | Clause:
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, i... | Label: Severability |
a0770631-4268-4842-a6aa-a069b566bd88 | Clause:
Executive is hereby employed on the Effective Date as the Chief Operating Officer of the Company. In such capacity, Executive shall have the duties, responsibilities and authority commensurate with such position as shall be assigned to her by the Chief Executive Officer of the Company (the “ CEO ”), and will re... | Label: Employment |
495a9b80-cc7f-4689-99f6-e216f10a22d8 | Clause:
No amendment, modification, rescission, waiver or release of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Amendments |
7382e88c-d8f8-4862-9a29-80d2143a952a | Clause:
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rules of strict con... | Label: Construction |
30e43448-0117-4073-95cd-00fb8e0ac539 | Clause:
For and in consideration of the covenants and promises contained herein and in the Split-Off Agreement, the receipt and sufficiency of which are hereby acknowledged, Buyer on behalf of herself and her assigns, representatives and agents, if any, hereby covenants not to sue and fully, finally and forever complet... | Label: Releases |
ff71c77e-940f-402b-9816-c1876f835a9e | Clause:
The term shall commence the 1st of June, 2016 (the “Effective Date”) and shall continue until the close of business on the 28th of February, 2019 (the “Term”). This Agreement does not constitute a guarantee of continued employment but instead provides for certain rights and benefits for the Executive during his... | Label: Terms |
1f97355d-f5a0-4b23-bc86-51b2de6fe41b | Clause:
The holding of any provision of this Plan to be illegal, invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Plan, which shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Severability |
0938e925-fdab-4b2e-b563-200846659974 | Clause:
(a) For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed (1) if... | Label: Notices |
bc6b5463-294d-4301-a949-8eb262cef8c2 | Clause:
The consolidated financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent amendment).... | Label: Financial Statements |
f5095583-c3df-4741-bc90-2868479a13a2 | Clause:
Except for any Liens in respect of any secured Indebtedness (as defined below) of the Company and its subsidiaries, each of the Company and its subsidiaries (a) has good and marketable title to its property that is owned real property, (b) has valid leases to its property that is leased real property and (iii) ... | Label: Titles |
9682e311-d006-4f5b-b766-767f7658e12f | Clause:
(a) Commitment Fee . The Borrower agrees to pay to the Agent for the account of each Lender a commitment fee on the aggregate amount of such Lender’s Unused Commitment from the Effective Date in the case of each Initial Lender and from the effective date specified in the Assignment and Assumption pursuant to w... | Label: Fees |
f2f3c7e7-9125-4bcb-8898-f3c7fcca61d1 | Clause:
This Agreement constitutes the legal, valid and binding obligation of each Seller and so long as each Seller acts as a Servicer, of such Servicer, enforceable against each Seller and each Servicer, as applicable, in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent c... | Label: Enforceability |
deb5052d-5557-477e-958f-7e86201fee2d | Clause:
Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document, including (a) in the case of the Initial Credit Extension, (i) to pay the consideration for the Action Sports Acquisition, (ii) to refinance in full all amount outstanding under the ... | Label: Use Of Proceeds |
f303bb25-3d81-403c-a0dd-5a9ca82a5d72 | Clause:
During the Employment Term, the Executive shall devote necessary business time and attention to the performance of the Executive’s duties hereunder. The Executive will allocate time as he sees necessary to ensure timely filing of SEC reporting and the expansion of the harmonic gearing business, whether directly... | Label: Duties |
a5558afa-c73f-4ed5-a56e-61cb8c7cba3e | Clause:
No Borrower will, without Agent’s consent, compromise or adjust any Receivables (or extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allow... | Label: Adjustments |
9d5c51d9-03cb-46ae-bad1-61107cce2a0d | Clause:
The terms of this agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to provisions thereof regarding conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Governing Laws |
82fc237c-9dd3-4af0-8c43-b29600bb21a3 | Clause:
Notwithstanding anything in this Agreement to the contrary, the obligation of any Service Provider to provide or cause to be provided any Service shall cease on the earliest to occur of the date on which (a) the Company procures such Service from another party, (b) the Company notifies NantWorks in writing that... | Label: Terminations |
93457b01-5052-4147-b3da-59eba1710ec4 | Clause:
This Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Award, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentia... | Label: Binding Effects |
090e87b5-79d1-4162-bd08-9a1f036b837e | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance ... | Label: Insurances |
db7eac68-51ab-4b1e-8dae-4c7182e957ba | Clause:
This Agreement shall be construed in accordance with laws of the State of Wyoming.
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: Applicable Laws |
f4716b51-7d8e-404c-a0aa-31d9c21f8aa5 | Clause:
If the sale of the Membership Interest of the Exiting Member is consummated and if such sale is of the entire Membership Interest of the Exiting Member, then the Exiting Member shall be released from any liability first arising under this Agreement after the consummation of such sale.
Task: Classify this claus... | Label: Releases |
c790e739-7b6f-4651-aa76-f47ca895dcb2 | Clause:
(i) Establish any new Pension Plan; or (ii) without the approval of all Lenders, take any action that would cause its underlying assets to constitute Plan Assets.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Erisa |
999c76c6-8442-4b3b-ae9d-649ea04a38c2 | Clause:
Form or acquire any Subsidiary after the Closing Date, except in accordance with Sections 10.1.9 ; or permit any existing Subsidiary to issue any additional Equity Interests, except director’s qualifying shares or Equity Interests issued to an Obligor.
Task: Classify this clause into ONE of these types (exactl... | Label: Subsidiaries |
85bd214f-bf7e-412c-a572-5a5184f10de9 | Clause:
The Members have made their respective initial Capital Contributions to the Company as set forth on Schedule I , and shall contribute such additional amounts of capital as provided in this Agreement. The Members agree that the Class A Member’s initial Capital Contributions, and each subsequent Capital Contribut... | Label: Payments |
2167a784-1a55-46b0-8688-bc4987407413 | Clause:
Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to its knowledge, threatened against Borrower, Guarantor or Manager which, if adversely determined, would reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these ... | Label: Litigations |
cf150292-bce5-49a7-be43-7d43b223ffeb | Clause:
In the event of a Change in Control, then the Restricted Shares shall vest immediately prior to the Change in Control to the extent of the number of Restricted Shares that would vest based on achievement of the Goals determined based on performance achieved through the end of the fiscal quarter ending immediate... | Label: Change In Control |
3facf603-03a1-4ce7-bb7e-1a5394673550 | Clause:
Each of Buyer and Seller irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, and any appellate court from an... | Label: Submission To Jurisdiction |
a7828422-c878-469f-ade5-c1007bccb968 | Clause:
Subject to the provisions of the Plan and any applicable Award Agreement, Awards and Stock subject to Awards made under this Section 7.8 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the Stock is issued, or, if later, the date on which any applicable restrict... | Label: Terms |
40ba6421-16d5-4d94-ad60-295d86be643f | Clause:
(i) In the case of any Loan, the Administrative Agent shall have received a notice of such Credit Extension as required by Section 2.01(e) , 2.02(b) , 2.03(b) , 2.24(a) or 2.26(a) (or such notice shall have been deemed given in accordance herewith), (ii) in the case of the issuance, amendment, extension or r... | Label: Notices |
1aa73582-4021-414c-86bf-d7a6a3aec6bc | Clause:
This Agreement and all accompanying exhibits may not be modified or amended, nor may any of its provisions be waived, except by a writing signed by the Parties or their successors-in-interest.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Modifications |
3e88743d-0bd6-4ca9-9cd0-920d892c3f0b | Clause:
The Borrower hereby indemnifies EDC its directors, officers, employees, attorneys and agents and their respective heirs, executors, administrators, successors and assigns (each, an "Indemnified Party") from and against, any claim, damage, loss, liability, judgment, suit, cost or expense of any kind (including r... | Label: Indemnifications |
aa3c71ba-10eb-4bb0-9a92-bae1d6e1954f | Clause:
This Agreement, the Plan and the Employment Agreement contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any pro... | Label: Entire Agreements |
dc8838cd-20f5-4744-87f9-bb67853c1f56 | Clause:
The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Total Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Survival |
794d8502-d73a-4eee-9c42-5f219cfe25b0 | Clause:
When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the word... | Label: Construction |
b461f881-e57c-49df-be46-a419d091117d | Clause:
All of the Subsidiaries of the Parent Guarantor and the Borrower, if any, are set forth on Schedule 7.14 or as may be disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14. All Subsidiaries listed on Schedule 7.14, if ... | Label: Subsidiaries |
ab4ea456-59a8-4660-92ba-9490d73e6820 | Clause:
(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to (i) ABR Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed and (ii) Mu... | Label: Fees |
ba96ca55-785d-4439-bf8e-34b1e73106c3 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart containing signatures pages signed by each party.
... | Label: Counterparts |
6cdd3daa-d390-442a-ac7e-c8ee983ffee5 | Clause:
Each Contract Year, Employer agrees to reimburse Executive in an amount not to exceed Five Thousand Dollars ($5,000) for the annual premium and other fees and expenses associated with estate planning services for Executive, including legal and tax services, and Executive’s purchase or maintenance of a life or d... | Label: Insurances |
a5b24470-6d7f-44b2-a02d-aa693bf6f909 | Clause:
Each of the Elliott Parties represents and warrants to the Company that: (a) each Elliott Party and the authorized signatory of such Elliott Party set forth on the signature page hereto has the requisite power and authority to execute this Agreement and any other documents or agreements to be entered into in co... | Label: Representations |
ee85b1d6-1dff-4431-9d53-3d9965f08146 | Clause:
The Obligors agree that if this Agreement is breached, without limiting any other remedy available herein, at law or in equity, an injunction, restraining order, specific performance, and other forms of equitable relief or money damages or any combination thereof shall be available to Lender (without any requir... | Label: Remedies |
48b0cb96-e4ef-4f23-9ffd-4bb8f7ac7f95 | Clause:
The Employee shall be entitled to participate in all of the Company’s (or applicable Subsidiary’s) benefit plans generally available to its employees from time to time in accordance with the terms thereof. The Employee’s participation in such plans shall become fully effective as of the commencement of his empl... | Label: Benefits |
36ad0896-17a2-4411-8dfd-973ce6010ed6 | Clause:
The Borrower has provided to the Agent on or prior to the Restatement Date, a true, complete and correct description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries as of the Restatement Date. As of the Restatement Date, all such insurance is in full force and effect and all... | Label: Insurances |
2c5068b0-1185-4ce8-a51f-bd835ef38f83 | Clause:
This Agreement and the rights and obligations described herein will terminate and be of no further force or effect upon the earliest to occur of: (a) such date upon which Investor holds less than 5% of the Company's issued and outstanding Common Stock, calculated on a non-diluted basis; (b) the consummation of ... | Label: Terms |
3abb9b77-2f39-44ad-9b41-3a525340371d | Clause:
This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party. In the event... | Label: Counterparts |
c8d99019-5a49-4ac6-a384-e565a395335e | Clause:
By ten (10) days prior written notice to the other, either AV or Consultant may terminate this Agreement at any time. In the event of such termination, Consultant shall be entitled to payment, under the provisions of this Agreement, for all charges and expenses actually earned or incurred with respect to all T... | Label: Terminations |
edfe57c4-38ec-4e63-9ed1-9a43831f4812 | Clause:
Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith... | Label: Compliance With Laws |
6bbe5df6-9911-4275-9dba-5fff76a926a7 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), a Revolving Borrower shall hand deliver or transmit by Electronic Communication to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, ame... | Label: Amendments |
c810a25c-551d-4954-884e-22787b283523 | Clause:
Promptly upon the reasonable request by the Administrative Agent, or any Lender through the Administrative Agent, the Borrower shall, shall cause the Subsidiary Guarantors to , and shall use commercially reasonable efforts to cause the IAC Guarantors, as applicable, to (a) correct any material defect or error t... | Label: Further Assurances |
52b6be1c-658f-4d3b-bf64-5562624bc386 | Clause:
Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or the Preferred Holders from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in wri... | Label: Amendments |
7f9e18f5-93eb-4a59-a9ae-f1d0c88f6ce3 | Clause:
To the extent that the Company shall disclose to the Contractor non-public information about its, its affiliates’ or its customers’ business practices and plans, including but not limited to, business strategies, marketing strategies, technical information, trade secrets, systems information, product developmen... | Label: Confidentiality |
3bf7cd79-2836-42ab-818e-e7d79cd5b127 | Clause:
Except as contemplated by Section 3.3(i), neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of a... | Label: Assignments |
965fc3e5-bad8-4f76-8c8c-e0af3bcf7df4 | Clause:
If the Aggregate Commitments are increased in accordance with this Section 2.14 , the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ” ) and the final allocation of such increase . The Administrative Agent shall promptly notify the Borrower and the Lende... | Label: Effective Dates |
70fc8ef3-0b1c-47e9-ada6-66d7da48a41c | Clause:
This Amendment may be signed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Counterparts |
73ffdc7d-1d56-4a3f-ba1d-bac71f2211da | Clause:
This Credit Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Credit Agreement to produce or account for more than one such ... | Label: Counterparts |
26375b60-780c-4e86-991c-db0b828d7029 | Clause:
Each Party acknowledges that it has received adequate information to enter into this Agreement, and that this Agreement and the Exhibits attached hereto have been prepared through the joint efforts of all of the Parties. Neither the provisions of this Agreement or the Exhibits attached hereto nor any alleged am... | Label: Construction |
60cc2a85-d034-465d-b19a-5bd2454b7d92 | Clause:
Executive shall receive the benefits that he would be entitled to receive in Section 5(b)(iii) of the Employment Agreement. For the avoidance of doubt, the Annual Bonus shall be paid on Brixmor’s performance metrics and target level for the individual goals.
Task: Classify this clause into ONE of these types (... | Label: Benefits |
cacc9598-d0fe-4a84-8de8-c9ce79663239 | Clause:
The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, ... | Label: Publicity |
0e69ad27-8bc8-493d-b7f5-39fd1d62af3f | Clause:
Apache will not, and will not permit any of its Subsidiaries to, enter into, or cause, suffer or permit to exist any arrangement or contract with any of its other Affiliates unless such arrangement or contract or group of arrangements or contracts, as the case may be, are conducted on an arms-length basis; prov... | Label: Transactions With Affiliates |
f7885470-c7c1-4c61-afb6-1d86559fbcb0 | Clause:
The Agreement, as modified by this Amendment, is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Executive shall not assign or transfer any rights or obligations hereunder. Company shall have the right to assign or transfer any rights or obligations... | Label: Assignments |
b960dfc7-8a31-43fb-875f-62b56e88e720 | Clause:
Borrower will pay Lender’s attorneys’ fees for preparation of this Ninth Waiver.
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 Sala... | Label: Costs |
5fc5ec0c-507f-4931-8e8c-33c43365952e | Clause:
This Equity Commitment Letter may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or by facsimile), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
Task: Classify this clause into ... | Label: Counterparts |
7d21fbfc-d9a9-4a9c-88e4-d0644383cf9a | Clause:
Your medical, dental and vision insurance coverage in effect immediately before the date of your Separation from Service will continue to be available to you under the group health plan continuation coverage laws (“COBRA”), for a period of 18 months following the date of your Separation from Service (the “COBRA... | Label: Benefits |
1f317317-6cfd-4ffb-92ce-85146f1a9c0f | Clause:
All notices under this Agreement shall be in writing and shall be deemed to have been dully given if personally delivered against receipt or if mailed by first class registered or certified mail; return receipt requested, addressed to Company and to Employee at their respective addresses set forth in the first ... | Label: Notices |
97515af1-bb9e-41e6-998e-197eeeb10566 | Clause:
The Executive is hereby employed on the Effective Date as President and Chief Operating Officer of the Company. In this capacity, the Executive shall have the duties, responsibilities and authority commensurate with such position as shall be assigned to him by the Chief Executive Officer of the Company or the B... | Label: Employment |
0bbfe636-f75c-4599-840f-536eb7932169 | Clause:
THIS GUARANTY AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (... | Label: Governing Laws |
1e9f33ee-d29a-47af-bde0-dbd6ef7094b6 | Clause:
As of the Second Amendment Effective Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned directly or indirectly by a... | Label: Subsidiaries |
54fe45a7-a76f-4258-b7d0-bd0e28a7d1bd | Clause:
Parent GP and each Loan Party is in compliance in all material respects with all applicable Laws.
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: Compliance With Laws |
ac7dc478-fcf4-428e-93a8-4d20e6150a23 | Clause:
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, 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.
Task: Classify this clause in... | Label: Governing Laws |
2dd6aa55-9572-44cf-a37e-04d805a28575 | Clause:
Upon the occurrence of an Event of Default hereunder (unless such Event of Default has been cured by Maker or waived by Payee), Payee may, at its option, exercise any and all rights and remedies available to it under applicable law, including, without limitation, the right to collect from Maker all sums due und... | Label: Remedies |
f490185e-19a3-442c-9971-fd7c1ec82901 | Clause:
Immediately before and immediately after giving effect to the Acquisition and other transactions contemplated by this Agreement, the Seller shall be able to pay its debts as they become due and shall own property having a fair saleable value greater than the amounts required to pay its debts (including a reason... | Label: Solvency |
ba9667c1-afdc-42e1-a888-e91a2cd20c18 | Clause:
The execution, delivery and performance by the Lessee of the Operative Documents will, on such Delivery Date, have been duly authorized by all necessary corporate action on the part of the Lessee, do not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or ob... | Label: Authorizations |
6437809c-c735-46f9-9002-cba63d3bf6ff | Clause:
On the first day of each Calendar month beginning on February 1, 2017 (each such date, a “ Payment Due Date ”), the Company shall make a payment to the Holder in the amount of $50,000 of Principal plus all accrued and unpaid Interest outstanding under this Note as of such payment date by wire transfer of immedi... | Label: Interests |
d7b73c4d-6127-405f-8062-3a3131727ec0 | Clause:
As of the date of this Agreement, the authorized capital stock of Avalon consists of 2,500 shares of common stock, no par value per share, 2,500 shares of which are validly issued and outstanding and constitute the Shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Capitalization |
cb75ab05-1cbf-410e-a7d5-e65598b21a9e | Clause:
The term of this Agreement shall commence September 15, 2016. The Associate understands and acknowledges that employment is “at will” and is terminable at any time at the will of Benefitfocus or the Associate, notwithstanding any other provisions of this Agreement, including Section 19 hereof. This Agreement sh... | Label: Terms |
33d5134e-133e-46e9-938b-24e8bf25c13b | Clause:
Administrative Agent shall have received (i) executed counterparts of this Amendment from each of the Loan Parties and (ii) a Lender Addendum, executed and delivered by a duly authorized officer of each of the Additional Tranche B Term Loan Lenders and the Continuing Tranche B Term Loan Lenders.
Task: Classify... | Label: Counterparts |
bed755f1-fd72-4364-94e5-eca8e2bfcd83 | Clause:
Each Lender, upon execution and delivery of this Agreement or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Amendment Effective Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligibl... | Label: Representations |
5e2dc772-ff1b-405d-9e42-f058b2f60865 | Clause:
The execution, delivery and performance by such Investor of this Agreement and the consummation by such Investor of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Investor or (ii) conflict with, or constitute a default (or an event which with noti... | Label: No Conflicts |
b151bc75-65e0-4d02-8063-e5494f662789 | Clause:
Following termination of Executive’s employment with the Company, Executive shall provide his reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder and the Company agrees that it ... | Label: Cooperation |
c70f7f3f-8d7a-4240-a5f6-b2bce4da8bab | Clause:
The effective date of this Agreement shall commence on the date first written above (“ Effective Date ”) and shall end on the earlier of (a) subject to extension in order to give effect to the notice and cure provisions contained in the definition of Good Reason, the second anniversary of the date a Change in C... | Label: Terms |
acd0be48-a585-4dd7-9a6b-52f3e81ad48b | Clause:
This Agreement and all any rights or obligations hereunder are not assignable by Executive, but may be assigned by Interlink Electronics upon the sale of substantially all of its assets.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Assignments |
7411aa57-3d4e-463d-803a-4e1c60347ebd | Clause:
Buyer has the requisite company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Bu... | Label: Enforceability |
dd52357c-670a-43bc-acc5-d33edbdff474 | Clause:
There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such... | Label: Consents |
fa582a70-4491-418f-b8a2-da33170e7b12 | Clause:
The Executive Incentive Plan shall continue in effect as long as the Plan is in effect or until terminated by the Committee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Survival |
650cdb96-67a3-4372-b6d6-3d3f079ebb17 | Clause:
(a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender, if any Lender (a “ Benefitted Lender ”) shall receive any payment of all or part of the Obligations owing to it (other than in connection with an assignment made pursuant to Sect... | Label: Adjustments |
d657e01b-8577-46c0-8fd3-2d1e7cf2341d | Clause:
Except as stated on Schedule 6.7 , there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of the Borrower threatened against the Borrower, any Guarantor or any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency o... | Label: Litigations |
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