id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
67e567dd-71b7-4f34-8ed6-e1c00889776c | Clause:
In this Pledge Agreement, unless the Secured Party and the Pledgor otherwise agree in writing, the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word “or... | Label: Interpretations |
fe5db42b-1e3e-4ff6-aee4-3bd6f022a39c | Clause:
This Agreement may only be amended, modified or terminated by a writing executed by the Participant and by a duly authorized representative of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Amendments |
feb47c62-43a8-4790-84b1-240668004697 | Clause:
When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, 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... | Label: Interpretations |
e910b802-ac87-4134-ab02-b110e8fb4645 | Clause:
Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested or where the failure to pay could not reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Taxes |
5f715f75-c3ab-4665-98f0-64e679acbea3 | Clause:
The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, up to 1,319,289 shares (the “ Shares ”) of the Company’s common stock, $0.01 par value (“ Common Stock ”), from time to time during the term of this Agreement and on the terms set forth herein; provided , however ... | Label: Sales |
c2a11566-117a-4d91-9365-94b223b6d9e3 | Clause:
Any notice to be given under this Agreement must be in writing and delivered either in person, or by (i) air mail (postage prepaid) requiring return receipt, (ii) overnight courier, or (iii) facsimile confirmed thereafter by any of the foregoing, to the Party to be notified at its address(es) given below, or at... | Label: Notices |
45d8bb8d-8ae9-492d-9b4d-11877fb98066 | Clause:
Headings of sections are inserted only for convenience and are in no way to be construed as a limitation on the scope of the particular sections to which they refer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Headings |
7516eb91-0697-40a7-bce5-ea6224b7fbd3 | Clause:
(a) Each borrowing by the Borrower from the Lenders hereunder and each payment by the Borrower shall be made pro rata according to the respective Loan Percentages of the relevant Lenders in respect of each tranche of the Loans. Subject to Sections 2.21(d)(iv) and Section 2.22(b)(2), each payment (including ... | Label: Payments |
e650b4ba-1f48-489b-8313-ef313ad4a35f | Clause:
(A) Seller has heretofore furnished to Buyer a copy of (a) its balance sheet for the fiscal year of Seller ended December 31, 2015 and the related statements of income for Seller for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) its balance sheet for the quarterly fiscal period of ... | Label: Financial Statements |
dda76cc3-1ebd-429a-82d2-d679749e37b3 | Clause:
(a).The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.
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: Interests |
0afa22cb-7797-4ef7-a7da-62e4a906bc44 | Clause:
Company and its Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and ... | Label: Anti-Corruption Laws |
048856b1-e144-47a7-a8e4-95f7084bf688 | Clause:
This Agreement shall be administered, interpreted and enforced under the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisd... | Label: Governing Laws |
2ec663a3-c3da-4fbe-8255-2fe90d42be8f | Clause:
Tyson hereby agrees to continue to employ you and you hereby accept continued employment with Tyson. The duties and services required to be performed by you shall be consistent with your position, as assigned by Tyson in its sole discretion from time to time, and shall be consistent with the level and responsib... | Label: Duties |
0d009672-00e6-438c-af58-3eb8be4a0445 | Clause:
The provisions of this First Amendment are intended to be severable. If for any reason any provision of this First Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforce... | Label: Severability |
bc1cc31f-2784-4862-a60b-1dfd8584b835 | Clause:
This letter agreement constitutes the final, complete and exclusive agreement between the Employee and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to the Employee by the Company[, including, wit... | Label: Entire Agreements |
ce160b42-4799-4c1b-a9e3-f37fbcff7dd9 | Clause:
The Company and each relevant Subsidiary Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any actual loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Company or relevant Subsidiary Borrower in making a borrowing of, conversion into ... | Label: Indemnity |
bbcbf48e-a5d4-45e2-9de8-f49dcbf3465c | Clause:
After giving effect to the transactions contemplated by this Agreement, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing indebtedness as such indebtedness matures or is otherwise payable, and (ii) the current cash ... | Label: Solvency |
71572d40-c72a-4a51-9449-66af7e6cc86b | Clause:
The Subtenant shall comply in all material respects with all governmental laws, ordinances and regulations applicable to the use by the Subtenant of the Subleased Premises and shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of any public or private ... | Label: Compliance With Laws |
2d978a49-56a5-4900-81bc-e09d345b0e08 | Clause:
As of the Closing Date, Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 6.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable (except for such Equity Interests consisting of partnership inte... | Label: Subsidiaries |
3fa89667-5803-4d34-91ea-9bfff13ae6af | Clause:
Each Grantor agrees that, from time to time upon the written request of the Administrative Agent, such Grantor will execute and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order fully to effect the purposes of this Agreement.
Task: Clas... | Label: Further Assurances |
c983e854-faf3-48fc-9c6e-a4aa3c3c8cd8 | Clause:
Each Party shall appoint three (3) representatives, or such other number of representatives as agreed to by the Parties, to serve on the Joint Project Team. The representatives of a Party may be changed from time to time at the discretion of each Party upon written notification by the Party making such change... | Label: Representations |
443f7f02-ab01-46f7-8f3e-0eb1623209ae | Clause:
The Company and the Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in a New York State court, and not in any other state or federal court in the United States of America or any court in any other... | Label: Consent To Jurisdiction |
fc304dba-a1c2-49a3-bf4e-829bb8374b89 | Clause:
This Agreement may be executed in any number of counterparts with the same effect as if all parties to this Agreement had signed the same document. All counterparts will be construed together and will constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Counterparts |
92edfb1f-19c0-40c3-8b6e-224e995886d3 | Clause:
All notices and other communications provided for hereunder shall be in writing and shall be mailed (by overnight mail or by certified mail, postage prepaid and return receipt requested), telecopied or delivered, if to any Guarantor, to the address for such Guarantor set forth on the signature page hereto, or i... | Label: Notices |
9e2f9505-d6aa-4334-895a-a3bed6eb1663 | Clause:
In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03 hereof), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement in respect of any Obligation of the Borrower, the Borrower sha... | Label: Indemnity |
18463c37-5a63-46fc-b0b1-37e38447e7f5 | Clause:
Employee shall be eligible to receive all benefits as are available to similarly situated employees of Employer generally, and any other benefits that Employer may, in its sole discretion, elect to grant to Employee from time to time. In addition, Employee shall be entitled to four (4) weeks paid vacation per f... | Label: Vacations |
f369736f-06c5-4989-9262-28c39712526c | Clause:
The Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him during the Transition Period in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company. In addition to the foregoing, the Exec... | Label: Expenses |
819068ea-54f6-45e0-9000-38f442990389 | Clause:
All capitalized terms used and not defined herein shall have the meanings given to such terms in the Investment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Defined Terms |
189ae165-36a2-4029-bc50-43cbc80e2b00 | Clause:
The Plan was adopted by the Board on the Approval Date, and is effective with respect to compensation earned by Non-Employee Directors on and after the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Effective Dates |
ee353402-f593-4b4e-96e1-24b8a7b32372 | Clause:
The Indemnifying Party shall pay all amounts payable pursuant to this Article VI , by wire transfer of immediately available funds, promptly following receipt from an Indemnitee of a bill, together with all accompanying reasonably detailed back-up documentation, for a Loss that is the subject of indemnification... | Label: Payments |
ee3e5d87-6d41-4301-91dd-71ea0658a750 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before September 30, 2016;... | Label: Terminations |
7f8a551b-135f-4fb8-9606-5f6111d98e7a | Clause:
Each Originator hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or that the Company or the Administrative Agent may reasonably request, to perfe... | Label: Further Assurances |
3eae3817-81f6-49bf-83fd-600674b165b6 | Clause:
The Executive hereby acknowledges and agrees that the covenants and obligations made and undertaken in this Section 9 are fair and reasonable in all respects, including, without limitation, with respect to duration, geographic area and scope of activity, and do not (and shall not) prevent the Executive from ear... | Label: Severability |
b5923516-3872-49d4-9ff5-70f36fe7c922 | Clause:
Consultant acknowledges and agrees that his post-employment obligations under that certain Employee Confidentiality and Assignment of Inventions Agreement shall be in addition to his obligations under this Agreement. This Agreement together with such Employee Confidentiality and Assignment of Inventions Agreeme... | Label: Entire Agreements |
5fec939e-bc79-4081-9504-2d8cf7754bbe | Clause:
Secured Party will not by any act (except by a written instrument pursuant to Section 11(a) hereof) of delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default under the Note or in any breach of any of the terms and conditions ... | Label: No Waivers |
4df2fe96-5fa5-4340-856c-6b38a1361883 | Clause:
Capitalized terms used but not defined in this Agreement are defined in (a) Appendix A to the Series 2016-4 Indenture Supplement, dated as of July 1, 2016 (the “ Indenture Supplement ”), between the Grantor, as Issuer, and The Bank of New York Mellon, as Indenture Trustee, or (b) Appendix A to (i) the Fifth Ame... | Label: Definitions |
cf90019b-dc54-49a1-b4dd-e52ffc75bfeb | Clause:
In the event that the Committee determines that any distribution (whether in the form of cash, Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the ... | Label: Adjustments |
8dc4ef42-3811-43a8-b049-a94909e30369 | Clause:
Notwithstanding anything to the contrary in the Agreement, without the consent of Counterparty, Dealer may assign any of its rights or duties hereunder to any one or more of its Affiliates (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such assignmen... | Label: Assignments |
8a4d05bb-63c4-411a-a133-03b07783b8f7 | Clause:
In the event that a third party at any time provides written notice of a claim to, or brings an Action against any party, or any of such party’s respective Affiliates or sublicensees, claiming infringement of its Patent Rights or unauthorized use or misappropriation of its Know-How, based upon the development, ... | Label: Notices |
83b5db16-021a-4e22-a5af-9abfaeb5927a | Clause:
Except as expressly provided to the contrary in this Section, Tenant and Subtenant each shall be solely responsible for and shall pay all of the costs, fees and expenses incurred by Seniors, Tenant and/or Subtenant in connection with their own due diligence, inspection and assessment of the Assets (as defined i... | Label: Expenses |
7543a9f7-899d-4969-9f8f-80f0115979e7 | Clause:
Borrowers (a) will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agree that no Subsidiary of a Loan Party will have a fiscal year different from that of Parent, (c) agree to mainta... | Label: Financial Statements |
dac79db4-ea7c-4b5a-b624-e7c8bf3fa46f | Clause:
The Borrower and the other Credit Parties, taken as a whole, are and will continue to be Solvent, including, without limitation, after giving effect to the transactions contemplated by the Loan Documents and the rights of subrogation and contribution among the Credit Parties.
Task: Classify this clause into ON... | Label: Solvency |
da40ea62-f82e-4e18-b0af-95403662551b | Clause:
The Optionee specifically acknowledges and agrees that its remedies under this Section 7 shall not prevent the Company or any of its Subsidiaries from seeking injunctive or other equitable relief in connection with the Optionee’s breach of any Restrictive Agreement. In the event that the provisions of this Sect... | Label: Remedies |
8ab85bc9-fd3e-4c5d-ab05-c5aefc97bd06 | Clause:
The consummation of the transaction contemplated in this Agreement (“ Closing ”) shall occur on the Closing Date at the offices of the Escrow Agent. Closing shall occur through an escrow with the Escrow Agent. The balance of the Purchase Price, plus or minus prorations, shall be deposited into and held by Escro... | Label: Closings |
3d8db627-360e-4e6a-9fff-d8424b78bfa9 | Clause:
This Section describes special rules applicable to individuals who were employed by an employer acquired by an Employer Company or who otherwise became Employees of an Employer Company as a result of a corporate transaction, or who participated in a qualified plan that was merged into the Plan or the assets of ... | Label: General |
8eb68073-8f3e-4198-a149-2f67ac7e6bdb | Clause:
This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions or representations between us including, but not limited to, any representations made during my interview(s) or relocation negotiations, whether ... | Label: Entire Agreements |
15ae09c5-aa6c-4b01-8285-7c768b6c9eab | Clause:
The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans... | Label: Terminations |
58cea031-05d4-4b5f-812b-60e1561ae72f | Clause:
Taggart has the requisite legal power and authority to enter into this Agreement and perform his obligations hereunder. This Agreement constitutes the valid and binding obligation of Taggart enforceable in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, mor... | Label: Authority |
6a47a046-93d4-4fde-acfe-bda0512d1081 | Clause:
Any dispute arising between the Company and Executive with respect to the performance or interpretation of this Agreement shall be submitted to arbitration, in Cleveland, Ohio, for resolution in accordance with the commercial arbitration rules of the American Arbitration Association, modified to provide that th... | Label: Arbitration |
2e6d1447-db7e-497c-b649-fc9c1db95ea4 | Clause:
No waiver by the Secured Party of, or consent by the Secured Party to, a variation from the requirements of any provision of the Loan Documents shall be effective unless made in a written instrument duly executed on behalf of Secured Party, and any such waiver shall be limited solely to those rights or conditio... | Label: Waivers |
77bf7351-35fa-4a6d-92e7-a379b8923631 | Clause:
The Company or, prior to a Transaction, CIT may at any time or from time to time amend, modify, suspend or terminate any bonus or incentive compensation or employee benefit plans or programs provided hereunder for any reason and without the Executive's consent.
Task: Classify this clause into ONE of these typ... | Label: Modifications |
c9a9167d-5321-4453-8551-021cffb1e177 | Clause:
Neither Obligor will directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such hold... | Label: Payments |
86f64f4d-61d9-4727-9791-3cc129f7f88f | Clause:
During the Term, you will be entitled to receive not less than eight (8) weeks of paid personal leave per year (prorated for any partial year of service), which shall be accrued and taken in accordance with the Company’s vacation policy. You acknowledge and agree that, to the maximum extent permitted by applica... | Label: Vacations |
6308d668-fdbd-4394-b172-d8eae07fb8f7 | Clause:
None of the reports, financial statements, certificates or other written information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) con... | Label: Disclosures |
7ed2de07-7785-4cf5-878e-5a94cdc2c7f0 | Clause:
This Amendment shall become effective and binding on the Amendment Parties in accordance with the terms of the PSA upon the execution and delivery by the Company, the Requisite Plan Sponsors, the UCC, Milestone and the Individual Creditor Parties of an executed signature page hereto; provided , however , the Co... | Label: Effectiveness |
d5ae3143-03a4-4247-8c6a-56ef9d8f599d | Clause:
The Plan shall become effective upon its adoption by the Board. It shall continue in effect until terminated by the Board. Subject to Applicable Laws, Awards may be granted under the Plan upon its becoming effective.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Effective Dates |
bfa546bc-a1ee-44d0-a5d2-53675bbc8dc9 | Clause:
Each Lender delivering a Consent to this Amendment hereby irrevocably waives its right to receive any payments under Section 3.05 of the Credit Agreement as a result of its Dollar Term E-1 Loans or Euro Term E-1 Loans, as applicable, being repaid on the Amendment No. 9 Effective Date and not on the last day of ... | Label: Waivers |
8a57e25d-75e6-46cc-af8a-314b40abb3a4 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, comply, in all material respects with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to ha... | Label: Compliance With Laws |
6a20cfa9-2e85-4ea8-87ae-cf0dcc50b414 | Clause:
The Company agrees to indemnify and hold the Executive harmless to the fullest extent permitted by the laws of the State of Delaware and under the bylaws of the Company, both as in effect at the time of the subject act or omission. In connection therewith, the Executive shall be entitled to the protection of a... | Label: Indemnifications |
ca5ebfec-e2bd-403e-a345-b219f83ba15f | Clause:
The RSUs are intended to align your long-term interests with the long-term interests of the Company. If you engage in certain activities discussed below, either during employment with the Company or after such employment terminates for any reason, the Company may terminate any outstanding, unexpired or unpaid R... | Label: Terminations |
81c81166-be45-4726-9919-a87dc260b594 | Clause:
This Agreement, and all matters arising from this Agreement including, but not limited to, provisions related to loan charges, are governed by federal law and, to the extent not preempted by federal law, by the substantive law of the State of New York without regard to conflicts of law principles.
Task: Classi... | Label: Governing Laws |
21d14909-7c0b-4015-bc7f-3fa2f5ba54b9 | Clause:
Every notice hereunder shall be in writing and shall be given by registered or certified mail or by any other method accepted by the Company or the Company's designee. All notices to the Company shall be directed to Kinder Morgan, Inc., 1001 Louisiana Street, Suite 1000, Houston, Texas 77002, Attention: Secreta... | Label: Notices |
f8c92cdf-76ad-4c0f-b8f8-f322132f7c8f | Clause:
Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Section 2 will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.
Task: Classify this clause into ONE of these types... | Label: Survival |
b9caa4dc-f117-49b8-9a19-6dd670025f6b | Clause:
Maintain with financially sound and reputable insurance companies insurance on all its property in such amounts and covering such risks as is consistent with sound business practice, and Borrower will furnish to Lender upon request full information as to the insurance carried.
Task: Classify this clause into O... | Label: Insurances |
97679c4d-3d71-4de6-a2ed-181941c39480 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Conversion Shares, th... | Label: No Conflicts |
393f643e-28b8-44d9-bc43-9e7a3bcfb889 | Clause:
Any waiver or consent from the Company with respect to any term or provision of this Agreement or any other aspect of your conduct shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be a further or continuing w... | Label: Waivers |
b05834c0-8abf-49c0-9c19-f3211974fcc8 | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Loan Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of ... | Label: No Conflicts |
eb9757de-db91-4e86-970f-f23e98f1fc3d | Clause:
Such Party (i) has the power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (ii) has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has... | Label: Authorizations |
e0d9928d-900a-4882-8efc-da8259f763e4 | Clause:
This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by th... | Label: Entire Agreements |
98294544-35d8-44e9-8c74-4a06189bc36c | Clause:
All unexercised and unvested stock options issued hereunder shall, in addition to any provisions relating to exercisability contained in this Agreement, become immediately fully vested and exercisable by the Optionee upon the termination of Optionee’s employment with the Company by the Company without Cause (as... | Label: Change In Control |
69599404-61ba-4bb5-95b7-19b0520986ad | Clause:
Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, has, or could reasonably be expected to have, a Material Adverse Effect.
Task: Clas... | Label: Compliance With Laws |
b09c7d9c-f6c4-43eb-945b-82878a6ccc99 | Clause:
On the Acquisition Closing Date, immediately after giving effect to the First Amendment Transactions and the incurrence and repayment of all Indebtedness and obligations being incurred and repaid in connection herewith and therewith on the Acquisition Closing Date, the Borrower and its Subsidiaries, on a consol... | Label: Solvency |
69eb8fc7-a935-4301-95b3-066717a2173c | Clause:
This Agreement has been duly executed and delivered on behalf of each Party and is a legal and valid obligation binding upon it and is enforceable in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Enforceability |
d4dc34ac-65de-4e69-bd12-4239bd6956af | Clause:
The proceeds of the Loan will be used by the Borrower solely used to re-finance Borrower's existing debt with a secured lender and for general corporate purposes. The Borrower shall not use the proceeds of the Loan for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Use Of Proceeds |
a6201eb0-5ba3-45ae-8224-a0d30d51186a | Clause:
This Series 2016-2 Supplement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same Ser... | Label: Counterparts |
9dad7655-4866-4e20-aea2-fd82ac4d1ad8 | Clause:
No consents are required to be obtained from, and no filings are required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Owner JV and Lessee JV or the consummation by Owner JV and Lessee JV of the transactions contemplated hereby.
T... | Label: Consents |
d1214de4-5088-434b-b06d-4bdcb5916119 | Clause:
The Executive shall be entitled to a minimum of four (4) weeks of vacation annually, during which time the Executive shall receive compensation in accordance with the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Vacations |
9a89e20f-9cc7-4bfb-9b6d-fe17319542f7 | Clause:
This Termination Letter may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same Termination Letter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Counterparts |
a6291c16-1aa8-4e17-9a2c-77c576561989 | Clause:
GMS will be responsible for and will pay any and all federal, state, county or municipal sales or use tax, healthcare tax, excise, customs charges, duties or similar charges or any other tax assessment in the Territory (other than that assessed against LMI’s income), license, fee or other charge lawfully assess... | Label: Taxes |
bfe7be9a-6dbf-4e70-a4fa-6cc354088e3b | Clause:
From and after the date of this Agreement, Seller and Buyer agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement and to carry out the purpose of this Ag... | Label: Further Assurances |
d92a702f-17d3-4aae-8161-933d8104f29d | Clause:
The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all liens, encumbrances and d... | Label: Titles |
be5715cc-b45d-4955-b89a-56f422a64850 | Clause:
Except as disclosed in the KYLK SEC Reports (as defined in Section 4.10 ), (i) there are no actions, suits, arbitrations or proceedings pending or, to the knowledge of KYLK, threatened against, relating to or affecting, nor to the knowledge of KYLK are there any governmental or regulatory authority investigatio... | Label: Litigations |
0762ea4f-c006-4d79-a7d5-cc1a795c8b78 | Clause:
Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No Party may a... | Label: Assignments |
d5b342f2-f579-4c36-a3e0-fcc8dc561d70 | Clause:
In any action brought by Sonic to enforce the obligations of the Guarantor, Sonic shall also have the right to collect its reasonable attorneys’ fees, court costs, and expenses incurred in the action.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Costs |
014d939b-5b50-4a0b-9417-ea298109738c | Clause:
The representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except: (i) as otherwise contemplated by this Agreement; or (ii) in respects that do not have a Material Adverse Effec... | Label: Representations |
bb6a5b1c-7bf0-4b1e-a870-fe83edc7ba42 | Clause:
The Borrower will, and will cause each of its Subsidiaries to (a) keep and maintain all property in good working order and condition, ordinary wear and tear excepted, except for any such failure as would not have a Material Adverse Effect, and (b) maintain, with financially sound and reputable insurance compani... | Label: Insurances |
bc39aa75-7cc3-47a9-8224-4de522837423 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit through Electronic Systems, if arrangements for doing so have been approved by the applicable Issuing Bank) to th... | Label: Amendments |
d6310c93-d953-451b-9c6a-ec39e75cdd4f | Clause:
Borrower agrees: (a) to execute and deliver such documents as Beneficiary deems necessary to create, perfect and continue the security interests contemplated hereby to the extent the same may be perfected by filing; (b) to cooperate with Beneficiary in perfecting all security interests granted herein and in obt... | Label: Further Assurances |
067d939c-32b5-4a79-850a-8fe09d7a8d86 | Clause:
Lender shall have received and approved of the following updated searches each dated no earlier than thirty (30) days prior to the Closing Date: (a) Uniform Commercial Code searches, state and federal tax and judgment lien searches; federal and local litigation searches and bankruptcy searches on Borrower, Borr... | Label: Liens |
5c200b8e-9028-4bb3-b5f5-33cbbd67d31f | Clause:
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. The Company shall be obligated to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the Company’s business or assets, by a ... | Label: Assignments |
9c1f5894-044a-467b-b73e-bc1b5d12c1b5 | Clause:
The Company is insured against such losses and risks and in such amounts as the Company believes are prudent and customary for a company (i) in the businesses and location in which the Company is engaged, (ii) with the resources of the Company, and (iii) at a similar stage of development as the Company. The Com... | Label: Insurances |
456b1408-e39b-45ad-9151-b854ba815cd7 | Clause:
Sell, lease or otherwise dispose of all or any substantial part of assets, acquire assets of any corporation, partnership or other organization other than in the ordinary course of business, nor, permit any change in the ownership or control of the Borrower. If a change in management of the Borrower occurs res... | Label: Change In Control |
8aa55a10-73ea-48e8-9d6d-4bcffb891197 | Clause:
All payments on or in respect of this Note, including principal and interest, will be made in in United States dollars, by wire transfer of immediately available funds to the Holder’s account as directed below or, at the option of the Holder, in such manner and at such other place in the United States as the Ho... | Label: Payments |
fc3bc8e6-d954-43d2-afbf-611ebd7d41ba | Clause:
Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be entitled ... | Label: Indemnifications |
fe4836e3-e20e-47a8-91ba-c17c1ec4cc5a | 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 set forth on th... | Label: Notices |
32be3a98-962e-4f18-ad99-ca6c49d2a682 | Clause:
Except as provided below, this Agreement may not be modified in any respect by any oral statement, representation, or agreement by any employee, officer, or representative of the Company or by any written agreement which materially adversely affects your rights hereunder unless signed by you and by an officer o... | Label: Amendments |
367b1ee5-2864-4409-8096-f1b327c9f2cd | Clause:
All disputes that arise from or relate to this Agreement shall be decided exclusively by binding arbitration in Cook County, Illinois under the Commercial Arbitration Rules of the American Arbitration Association. The parties agree that the arbitrator’s award shall be final, and may be filed with and enforced a... | Label: Venues |
ae8fdd28-e6b2-4fe7-9eb4-13b049bb3eaf | Clause:
All representations, warranties, covenants, and obligations in this Agreement shall survive the Closing, and for a period of one (1) year, after which they shall be of no further force and effect. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covena... | Label: Survival |
6b999d5f-5d72-475f-91eb-8618800dddf6 | Clause:
Each Grantor represents and warrants that: (i) it is the true and lawful owner or licensee of the Trademarks listed on the most recent Perfection Certificate delivered by such Grantor to the Administrative Agent and that said listed Trademarks constitute all the marks registered in the United States Patent and ... | Label: Intellectual Property |
65e76f09-3a80-40d2-95ca-6a8f6b62f2c3 | Clause:
Executive shall continue to be entitled to reimbursement of all reasonable expenses incurred by Executive in connection with Company’s business in accordance with Company’s then-current policy concerning reimbursable expenses.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Expenses |
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