id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
329c7a4d-b653-4f03-9c1b-c767fdf46553 | Clause:
The Borrower shall use the proceeds (i) to finance the Refinancing; (ii) to pay all related fees and expenses associated with the foregoing and (iii) for working capital and general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Use Of Proceeds |
28d3130e-4deb-4e0f-9d80-3411450b4656 | Clause:
Subject to Sections 3 and 4, the RSUs shall vest as follows: (a) upon the first anniversary of the Date of Grant, one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary, (b) upon the two year anniversary of the Date of Gra... | Label: Vesting |
48fb893d-4c96-4c43-8828-9582f5984841 | Clause:
Borrower represents and warrants that no Lease grants the tenant thereunder or any other party (i) the right or option to acquire the Property or any portion of the Property; or (ii) any rights with respect to any other property owned by Borrower.
Task: Classify this clause into ONE of these types (exactly one... | Label: Representations |
94c5ee3c-d462-451b-9240-148a992ff39c | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided that (x) in the case of contemporaneous assignments by any Lender to one or more Approved Funds, only a single recor... | Label: Assignments |
5964c03f-c276-4cdf-bcb2-a58f29077702 | Clause:
The Lenders and Agent 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), required to be paid under the Loan Documents on or before the Closing Date. All such amounts will be paid with proceeds o... | Label: Fees |
76d89bb7-7429-45ed-8be6-66c64ae3f75e | Clause:
This Note may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute but one and the same Note. Borrower hereby acknowledges receipt of a true, correct and complete counterpart of this Note.
Task: Classify this clause into ONE o... | Label: Counterparts |
d32aa59a-f4fa-467e-97f3-ecbfacc242eb | Clause:
The Guarantors hereby waive all notice with respect to the present existence or future incurrence of any Debtor Liabilities including, but not limited to, the amount, terms and conditions thereof. The Guarantors hereby consent to the taking of, or failure to take, from time to time, any action of any nature wh... | Label: Waivers |
18641a63-0a8b-4def-8259-d40ef9098702 | Clause:
BORROWER, AGENT AND LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JUR... | Label: Waiver Of Jury Trials |
3611b97d-f7d0-4717-a92a-9613ddb72e2b | Clause:
To facilitate the efficient resolution of all disputes arising out of or related in any way to the interpretation or application of this Agreement, the Parties agree all such disputes shall be resolved exclusively, fully, and finally by binding arbitration. The parties understand and agree that pursuant to this... | Label: Arbitration |
16389202-49b1-481b-bb44-eb71dfc370a1 | Clause:
This Agreement may be amended, modified or supplemented at any time by the parties hereto only by an instrument in writing signed on behalf of each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Amendments |
388220ad-0e28-4cce-800d-ece4415dfa2f | Clause:
The fair salable value of Borrower’s consolidated assets (including goodwill minus disposition costs) exceeds the fair value of Borrower’s liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as ... | Label: Solvency |
c5917bc2-66b3-4c32-9a29-21f59f9b719f | Clause:
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the ... | Label: Warranties |
ab8e590e-4e9b-4baf-803c-513bd3827090 | Clause:
The Party initiating suit shall have the sole and exclusive right to select counsel for any suit initiated by it under this Section 10.3, which counsel must be reasonably acceptable to the other Party. If required under applicable Law in order for such Party to initiate or maintain such suit, the other Party sh... | Label: Costs |
95d6cf4d-614d-418b-8c65-2bfd973dc76b | Clause:
(a) Make or offer to make any optional or voluntary payment or prepayment of principal, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any unsecured Indebtedness or any Subordinated Indebtedness, other than (i) with the Declined Prepayment Amount to... | Label: Payments |
43b3a8e8-a24b-4018-9cf1-4173e5bbf821 | Clause:
During the Term, the Company will pay Executive an initial annual base salary equal to Three Hundred Thirty Thousand Dollars ($330,000.00). Beginning on January 1, 2017, the Company shall review Executive’s annual base salary at least annually and may be adjusted each succeeding year as determined by the Compan... | Label: Base Salary |
a56ed485-9544-449e-9f70-77dec838f6ee | Clause:
All capitalized terms not otherwise defined herein, including Schedule A attached hereto, shall have the meanings ascribed to such terms in Article 9 of the Uniform Commercial Code as from time to time in effect in the State of Connecticut (“UCC”).
Task: Classify this clause into ONE of these types (exactly on... | Label: Definitions |
386b02c0-cc5a-43c0-9f07-3ab7987d299b | Clause:
The Company shall use the net proceeds from the sale of the Shares hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b... | Label: Use Of Proceeds |
78d7291d-f5b6-4362-bf03-676716076fd7 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Kansas, and any court action commenced to enforce this Agreement shall have as its sole and exclusive venue the County of Wichita, Kansas. In addition, the Executive and the Company waive any right he or it may other... | Label: Applicable Laws |
03e9bbdf-6267-4269-a896-2c80d63cb4a3 | Clause:
All notices or other communications between the parties shall be in writing and shall be deemed duly given upon delivery or refusal to accept delivery by the addressee thereof if delivered in person, or via certified mail, return receipt requested, or upon actual receipt if delivered by reputable overnight guar... | Label: Notices |
dd8b3320-b529-4389-a9c5-761711527926 | Clause:
Section 3.16 of the Disclosure Schedules sets forth a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, directors and officers’ liability and fiduciary liability insurance maintained ... | Label: Insurances |
6a6da13e-751b-4958-9667-1407bdd77033 | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaire... | Label: Severability |
97d51aaa-9cf3-41a2-95d9-a90923bc495b | Clause:
The representations and warranties set forth in Article III of the Credit Agreement and in each of the other Loan Documents are true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) on and as of the Amendment N... | Label: Warranties |
580b5323-c518-4c9a-a2b7-db2b1da77bb2 | Clause:
Unless the Committee shall determine that the Participant will receive an Alternative Award satisfying the conditions set forth in the Plan, in the event of a Change in Control occurring prior to the applicable Vesting Date, the unvested portion of the RSUs shall vest and the Restricted Period on all such RSUs ... | Label: Change In Control |
d86415a2-67d0-46d3-9363-8677b7e594bc | Clause:
Upon the payment in full of the Obligations and termination of the Security Agreement, the Grantee shall, at the reasonable request of the Grantor, execute, acknowledge, and deliver to the Grantor an instrument in writing in recordable form releasing the collateral pledge, grant, lien and security interest in t... | Label: Terminations |
9a7f4790-db24-4c9d-a07a-e34b8951f1c0 | Clause:
Borrower shall pay to Bank immediately within ten (10) Los Angeles Banking Days after written demand, in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic... | Label: Taxes |
77154c05-8547-4f11-8f57-99cf748f0403 | Clause:
All amounts due under this Section 9.2 shall, unless otherwise set forth above, be payable not later than 10 days after demand therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Payments |
b56f5d5a-686c-4cd2-9d3d-1e0a9b9a704d | Clause:
If a Change in Control occurs during the Performance Period and while Grantee remains employed, then the number of Performance Units earned (each, a “CIC Earned Unit”) shall be the greater of (A) the number of Performance Units that would have been earned based on actual performance as of the effective date of ... | Label: Change In Control |
8c63cb2e-1760-49dc-9818-de6ab9668738 | Clause:
Executive agrees to cooperate with and assist the Company with any investigation, lawsuit, arbitration, or other proceeding to which the Company is subjected. Executive will make Executive available for preparation for, and attendance of, hearings, proceedings or trial, including pretrial discovery and trial p... | Label: Cooperation |
6f3e80eb-e00a-45a0-a4c0-e5979ba19114 | Clause:
This Agreement, together with the Credit Agreement and the other Loan Documents, integrates all the terms and conditions mentioned herein and supersedes all oral representations and negotiations and prior writings with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (ex... | Label: Entire Agreements |
328094bc-d6e0-471a-8c21-e75f012fd4d7 | Clause:
To the maximum extent permitted by law, this Agreement shall be interpreted and administered in such a manner that the payments to the Executive are either exempt from, or comply with, the requirements of section 409A of the Code.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Interpretations |
23b4b58c-cb55-45cb-8dec-a2a56578f393 | Clause:
The parties hereto agree that irreparable damage could occur and that the a party may not have any adequate remedy at law in the event that any of the provisions of this Agreement are not performed in accordance with their terms or were otherwise breached. Accordingly, each party shall without the necessity of ... | Label: Specific Performance |
5d524854-f9b4-4ddb-933e-f91577de007b | Clause:
THIS WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE MARITME ACT OF THE REPUBLIC OF THE MARSHALL ISLANDS AND THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND OTHERWISE IN ACCORDANCE WITH THE LAWS OF THE. STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINC... | Label: Applicable Laws |
6db9eb4f-a2da-4070-bdcf-397237627cb1 | Clause:
Since January 1, 2015, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and document... | Label: Financial Statements |
57ac31f5-d54f-46c9-aa5e-a7f480d38cf2 | Clause:
The right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction by injunctive decree or otherwise, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not ... | Label: Specific Performance |
22ccdbf1-41d2-4a28-b53a-02c7de2cf194 | Clause:
No Pledgor shall, without the Administrative Agent’s prior written consent, except as specifically permitted under the Credit Agreement, (a) sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or create, incur, or permit to exist any Lien with respect to any of such Pledgor’s Co... | Label: Liens |
0a23ed30-4e9a-490f-9486-948ce31b0e8a | 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 and except as may be required under applicable securities laws and regulations, (b) will not... | Label: No Conflicts |
7e47fa5c-c083-43d8-ba9a-a615e9903877 | Clause:
This Agreement shall terminate on the earlier of (a) the date on which the Independent Nominees cease to serve on the Board, or (b) the date which is six months from the date hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Terminations |
1d0b8e2a-9cd1-4fa4-ba17-fca87d242141 | Clause:
This Award Certificate shall extend to, be binding upon and inure to the benefit of the Director and the Director’s legal representatives, heirs, successors and assigns (subject, however, to the limitations set forth in Section 9 with respect to the transfer of this Award Certificate or any rights hereunder or ... | Label: Binding Effects |
7a82905a-614f-46c7-bc37-132f90d22176 | Clause:
Modification . Except for increases in Base Salary, and adjustments with respect to Incentive Compensation, made as provided in Article II , this Agreement may be amended at any time only by mutual written agreement of the Executive and the Company; provided, however , that, notwithstanding any other provision ... | Label: Amendments |
f385e370-6ea0-4764-bbce-d4d4c79658a4 | Clause:
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any Party (whether by operation of Law or otherwise) without the prior written consent of the Company and the Requisite Commitment Parties, other than an assignment by a Commitment Party expressly pe... | Label: Assignments |
840843ac-d21f-4d98-ac75-ba6e758d2875 | Clause:
This Assignment of Leases, Service Contracts and Personal Property shall be binding on and inure to the benefit of Assignor and Assignee and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Successors |
19dc2a0d-bdcf-4725-ba43-d23313309d8a | Clause:
This Waiver may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail or other transmission method and any counterpart so delivered shall be deemed ... | Label: Counterparts |
80c32a4d-4f4e-4bc5-bf60-5500b1ad5695 | Clause:
Meridian hereby employs Kraeutler, and Kraeutler shall continue to serve Meridian, on 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, Approvals, Arbitration, Assignment... | Label: Employment |
1b8cbc7d-4919-4d2e-9dd2-badb9a351b96 | Clause:
Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, Note, Loan Documents, or other document, instrument, contract or understanding between Borrower and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure ... | Label: Modifications |
ed57de66-6604-4bd4-b237-92e6c43a7eab | Clause:
All capitalized terms that are used in this Agreement that are not defined herein have the meanings defined in the Program. In the event of a conflict between the terms of the Program and the terms of this Agreement, the terms of the Program shall prevail.
Task: Classify this clause into ONE of these types (ex... | Label: Definitions |
c26a68a1-ffbb-4cc8-91eb-4aaaa2c035e1 | Clause:
Each party shall, as and when reasonably requested by the other party, do all acts and execute all documents as may be reasonably necessary to give effect to the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Further Assurances |
bfe49792-8872-47ed-bf9a-78499e4eb752 | Clause:
Sections 5, 6, 7, 16 and 17 hereof shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Employment Period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Survival |
316f3496-d6ab-4091-8062-0809f6e48384 | Clause:
The initial term of employment under this Agreement shall be for a three (3) year period commencing on the Effective Date (the “Initial Term”). The term of employment shall be automatically extended for an additional consecutive 12-month period (the “Extended Term”) on the third anniversary of the Effective Dat... | Label: Terms |
98425511-1dbb-4cbc-a8b1-4c92e074ba86 | Clause:
The Executive’s employment with the Company under this Agreement shall automatically terminate upon the death of the Executive. Upon termination for death, the Executive or the Executive’s estate shall only be entitled to (i) payment of any portion of the Base Salary due and owing up to such date; (ii) payment ... | Label: Death |
5dedca0d-206f-4a64-a638-2d7eb9ac9028 | Clause:
Each party hereto agrees that money damages may not be a sufficient remedy for any breach of this Agreement by any party hereto and that the other party may suffer irreparable harm as a result of any such breach. Without prejudice to the rights and remedies otherwise available to the parties hereto, each party ... | Label: Remedies |
a6d532b0-5d23-4672-8ab7-36b18c1fec8f | Clause:
Each of Assignor and Assignee covenants and agrees that, at any time and from time to time, it will do, execute, acknowledge, and deliver any and all other acts, deeds, assignments, transfers, conveyances, or other instruments necessary or proper to carry out the assignment and conveyance intended to be made he... | Label: Further Assurances |
ad5ef438-9bd0-494e-8fe2-c91330342b12 | Clause:
Each of Kermit Peterson, Brian S. Locke, Ed Baird and Kevin McCullough shall have accepted employment with the Purchaser, on such terms and conditions as are acceptable to the Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Employment |
6fabc0ad-f696-48c0-abe2-d9013fe55659 | Clause:
The Executive agrees that in the event of any breach or threatened breach by the Executive of any covenant contained in Section 6, 7, 9(a), 9(b), or 9(c) hereof, the resulting injuries to the Employer would be difficult or impossible to estimate accurately, even though irreparable injury or damages would certai... | Label: Enforcements |
f719154c-752d-42f5-8ab1-32008209691a | Clause:
The use of the proceeds of such Loan shall be in compliance with the DIP Budget.
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: Use Of Proceeds |
e4bd1592-5a4c-43c0-befb-f16832685b83 | Clause:
As consideration for the Services, the Service Provider shall receive from the respective Recipients (by wire transfer of immediately available funds to account(s) specified by Service Provider in writing) (a) an aggregate of $7,000,000 (the “ Fee ”) payable at the times specified on Schedule B and (b) all rea... | Label: Fees |
df1b370d-efad-4e23-ac4c-6693a2bde256 | Clause:
Except as provided herein, no amendment, revision or modification of this Agreement shall be effective or binding unless made in writing and signed by each of the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Amendments |
a555b806-edc9-4406-bb12-ba27f8a56cd9 | Clause:
The Company hereby agrees to indemnify, defend and hold harmless the Purchaser, their respective Affiliates and its directors, managers, officers, agents, advisors, representatives, employees, successors and assigns (each, a “Purchaser Indemnitee”) from and against all Claims, including without limitation, inte... | Label: Indemnifications |
4a695ec9-ea76-4728-8d7d-de72dd772841 | Clause:
The provisions of this Release shall be interpreted and construed in accordance with the laws of the State of Oklahoma without regard to its choice of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Applicable Laws |
2bee1944-9bcc-4aea-9c2b-f6fc610f77bc | Clause:
No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Waivers |
91b8b73d-9338-4b67-bad0-8024a4d99894 | Clause:
Unless this Agreement has otherwise terminated pursuant to Section 8.4, this Article IV shall terminate on December 31, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Terminations |
72027f11-1e44-4665-b715-dacce2176022 | Clause:
Notwithstanding anything in the Lease (including this Work Letter) to the contrary, Tenant acknowledges and agrees that Landlord shall have the right to terminate the Lease by giving Tenant written notice of the exercise of such option (in which event the Lease shall cease and terminate as of the date of such n... | Label: Terminations |
c3a9ae60-4859-43fb-b469-50294aa6b4ba | Clause:
There are no actions, suits, or proceedings, at law or in equity, or by or before any governmental authority (other than matters before the FDA in the ordinary course of business concerning applications for clinical trials, marketing approval for products and similar matters), pending or threatened against or a... | Label: Litigations |
39bd70a0-1cb2-42f8-ae80-44394efb5382 | Clause:
Directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the FCPA, the UK Bribery Act 2010, and other similar anti-corruption Laws in other jurisdictions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Anti-Corruption Laws |
594ccf19-ac9f-4869-8899-fa7038d9ee36 | Clause:
All costs incurred in connection with the Transaction Documents and the Transactions shall be paid by the Party incurring such costs, whether or not the First Closing or Second Closing has occurred. Sellers shall pay all costs related to transfer, stamp, sales, use or other similar Taxes or costs payable in con... | Label: Expenses |
097c2a8f-d3f4-4a0c-8de1-306652d99fee | Clause:
Executive and the Company shall execute a Confidential Information and Non-Solicitation Agreement (the “Confidentiality Agreement”) substantially in the form of Exhibit “C” attached hereto. The rights and obligations set forth in the Confidentiality Agreement shall survive the termination of this Agreement.
Ta... | Label: Confidentiality |
dd26d4e9-6e34-48fc-9d12-0a543657fd0e | Clause:
Each of the Loan Parties has the requisite power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each of the Loan Parties of the Loan Documents to which it is a party and the performance by su... | Label: Authorizations |
48c342c3-15c0-4b5d-915a-0be8c8c9e2b2 | Clause:
The Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any transfer of cash or Shares due under this Agreement, the LTIP or under the Plan or from any compensation or other amount owing to the Partici... | Label: Withholdings |
42c52cc8-3be7-4642-82b8-4bafed42c9a2 | Clause:
If Licensee becomes aware of any IP Allegation with respect to any of the Licensed Marks, or if either Party becomes aware of any IP Allegation with respect to any of the Licensed Marks relating to the Licensed Products, then that Party shall promptly notify the other in writing and provide relevant information... | Label: Notices |
1bd15355-4d26-4065-8f91-59653bf70aaf | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Governing Laws |
1aa82aac-01a5-4593-bc02-2d4d27ac1375 | Clause:
The Borrower covenants and agrees that (a) the proceeds of the Revolving Commitments will be used for working capital and general corporate purposes of Holdings and its Subsidiaries, including the payment of certain fees and expenses incurred in connection with transactions contemplated hereby and , (b) the pro... | Label: Use Of Proceeds |
dabc2356-9f41-40f9-b1b2-9d59f79c5e54 | Clause:
As a condition to the exercise or settlement of any award, or in connection with any other event that gives rise to a tax withholding obligation on the part of the Company or a subsidiary relating to an award, the Company and/or the subsidiary may (a) deduct or withhold (or cause to be deducted or withheld) fro... | Label: Tax Withholdings |
fffe4f27-466c-4dab-a089-d99e167e76aa | Clause:
Unless otherwise defined in this Fifth Amendment, terms used in this Fifth Amendment that are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement (as amended by this Fifth Amendment). The interpretive provisions set forth in Section 1.02 of the Credit Agreement... | Label: Definitions |
617d6ebe-f802-42a9-828e-ae94a5eb1b63 | Clause:
This Agreement will be effective as of the Closing and, except as otherwise set forth herein, will continue in effect thereafter until the mutual written agreement of the Company and the Majority Shareholders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Terms |
56bbee7b-5b9b-4ae7-8a21-e1558df7ef29 | Clause:
This Plan is intended to either be exempt from or comply with Section 409A and the regulations and guidance promulgated thereunder and shall be interpreted and operated consistently with those intentions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Interpretations |
63b28b06-e778-49ee-a4f1-8ce43f1de518 | Clause:
Each of the Borrower and each of its Significant Subsidiaries is validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to do business in each jurisdiction where, in light of the nature of the business transacted or the property owned by it, such qualific... | Label: Powers |
d9141049-4ab0-481b-80c9-20cc1601821d | Clause:
Unless a different time of day or method of delivery is set forth in the Transaction Documents, any and all notices or other communications or deliveries required or permitted to be provided hereunder will be in writing and will be deemed given and effective on the earliest of: (a) the date of transmission, if ... | Label: Notices |
e623d17b-893d-4e41-bfb1-0150a0ffbf56 | Clause:
The Borrowers agree to pay to Lender (a) all reasonable expenses, including without limitation attorney fees, incurred by the Lender in connection with the preparation, execution, and enforcement of this Amendment; and (b) a $25,000.00 amendment fee, which is fully earned and non-refundable on the date hereof.
... | Label: Expenses |
17e00895-d75b-4a0b-a465-8973cecabcf7 | Clause:
There has not been any mutual mistake of fact, fraud, duress or undue influence in connection with the Transactions. There are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms of the Credit Agreement.
Task: Classify this clause into O... | Label: Amendments |
7ee650ce-2e14-4979-821f-eecbdb26c32e | Clause:
No claim, action, suit or proceeding shall have been instituted or shall be threatened by any Person which (i) seeks to prohibit, restrict or delay consummation of the Acquisition, or any of the conditions to consummation of such Acquisition (ii) seeks to subject the Purchaser or any of its directors, officers,... | Label: Litigations |
b0058636-8965-4284-a190-e65d4e48ae2d | Clause:
The Section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of this Agreement or of any particular Section.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Headings |
e5a1a244-888a-4aa9-9037-436d96f38fca | Clause:
Each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or be invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalid... | Label: Severability |
baa5f2a4-1e7b-493f-888b-bbc54b0448d6 | Clause:
The Company and each Subsidiary is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses and locations in which the Company and each Subsidiary is engaged.
Task: Classify this clause into ONE of these types (e... | Label: Insurances |
eca67ae0-3c96-4220-9d7c-f5819be32a45 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit in- creasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lend- ers, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Iss... | Label: Participations |
65579568-232b-43f2-af14-702b207000b7 | Clause:
Except as otherwise set forth herein, all notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Grantor not party to the Credit A... | Label: Notices |
cc921e9a-d98f-4b81-b307-dc7ae9a52728 | Clause:
This Agreement may only be amended pursuant to a written agreement executed by SAF and the Company.
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, Author... | Label: Amendments |
bbc2a631-3a04-4597-ad4d-09d4387b3869 | Clause:
Each Loan Party has filed or caused to be filed all federal and other material state and other tax returns that are required to be filed by it and all such tax returns are true, correct, and complete in all material respects; each Loan Party has paid all federal and other material state and other taxes and any ... | Label: Taxes |
20225d99-95b3-4d09-878d-bb6ec323987e | Clause:
Each and all of the headings contained in this Agreement are for reference purposes only and shall not in any manner whatsoever affect the construction or interpretation of this Agreement or be deemed a part of this Agreement for any purpose whatsoever.
Task: Classify this clause into ONE of these types (exact... | Label: Headings |
4ea0cf9c-b816-44b9-8ad2-878f022df654 | Clause:
This Agreement may not be terminated by the Company for any reason for as long as the Officer continues to serve as the Chief Executive Officer of the Company. This Agreement shall be enforceable in accordance with its terms for any period following the Officer’s Separation from Service to the Company until all... | Label: Terms |
c4170152-06a6-448d-8d3a-8fa25e83f0ed | Clause:
This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Ohio.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Governing Laws |
df92c53f-3b5d-4955-a791-7dd0a0748623 | Clause:
Each of the Parent and the Borrower will, and will cause each of the Subsidiaries to, comply 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, could not reasonably be expected to resul... | Label: Compliance With Laws |
eb1ffeca-167a-4143-8e37-d910dbb34a7c | Clause:
Payment made and performance by the Company in accordance with this Section 5 shall operate to fully discharge and release the Company and its directors, officers, employees, affiliates, stockholders, successors, assigns, agents and representatives from any further obligation or liability with respect to Execut... | Label: Releases |
eb3af11a-838f-4206-8f92-e582887b9dc7 | Clause:
The Investor has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and any other Transaction Document, when execut... | Label: Authorizations |
0abfac50-e059-42bc-be56-480bec60284e | Clause:
This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Counterparts |
d71719eb-b16d-460a-a6cf-406ba8169440 | Clause:
This Fourth Amendment (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, 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 L... | Label: Governing Laws |
f5c1cb49-4058-4f70-a379-dd4d6ad8678e | Clause:
Excepting only the Severance Agreement, the terms described in this Agreement constitute the entire agreement between the Parties regarding the subject matter in this Agreement and may not be altered or modified other than in a writing signed by each of the Parties to this Agreement. Employee agrees that no pro... | Label: Entire Agreements |
8d1b38ba-ede1-4ebb-8f1d-6a9f95286868 | Clause:
Each party represents that no real estate broker, salesman, or agent other than JLL (“ Sublandlord’s Broker ) and Newmark Grubb Knight Frank (“ Subtenant’s Broker ”) were instrumental in procuring this Sublease. Each party will indemnify the other against any claim or commission brought by a party other than th... | Label: Brokers |
ef9e9c3c-b9d7-4374-8d81-9d2e7c5e15df | Clause:
This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of law. Each of the parties agree to submit to the jurisdiction of the federal or state courts located in Palm Beach County, Florida in any actions or pro... | Label: Jurisdictions |
39935f12-e1b3-4593-8129-e514e4fcba37 | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provis... | Label: No Conflicts |
29e4bb72-765b-45bd-892b-60919374daa8 | Clause:
The Buyer is a California corporation located in San Diego, California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benef... | Label: Organizations |
45d0e393-8437-4647-babf-658e1e0d4904 | Clause:
The company will cover Health, Dental, Vision and Disability insurance. You will be eligible to participate in the Company’s other benefit plans such as 401K available to other employees of the Company generally, subject to the terms and conditions of such plans as they may be amended from time to time.
Task: ... | Label: Benefits |
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