id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
cf629b03-a439-488b-9993-1e89ac0a0a2f | Clause:
Any provision hereof which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without rendering the remaining provisions hereof invalid, illegal or unenforceable in such jurisdiction ... | Label: Severability |
b7c81c73-e56c-48ca-b912-872b6a516fa2 | Clause:
All compensation and other amounts payable to Executive pursuant to the terms and conditions of this Agreement, including, without limitation, Base Salary, bonuses, and Accrued Rights (as deemed below), are stated in gross amounts and shall be subject to all applicable withholding taxes, other normal payroll de... | Label: Withholdings |
ea75480b-ec8d-4093-96a1-43316f216300 | Clause:
Seller shall retain any and all documents and records regarding the Delivery, quantity and quality of Fuel sold and purchased under the terms of this Contract for the twelve (12) months after the date of the invoice for such Fuel, or until any dispute regarding such Delivery, quantity and quality is resolved. S... | Label: Records |
86c614e4-872c-4d35-bbc5-956f308113aa | Clause:
If Executive does not execute this Release on or before April 15, 2016 at 5 p.m. PST, but in no event before the Separation Date, or revokes this Release before it becomes irrevocable, the Separation Agreement will be terminated and rendered null and void. For the avoidance of doubt, Executive shall not be enti... | Label: Benefits |
2f78309d-b0dc-4cbb-a38b-d028af6659f0 | Clause:
Upon a Participant’s Termination of Service by reason of death, any Option held by such Participant that was exercisable immediately before such Termination of Service may be exercised at any time until the earlier of (A) the first (1st) anniversary of the date of such death and (B) the expiration date of such ... | Label: Death |
32dfbd62-1f45-49fb-b0f4-07f50f80255f | Clause:
No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, modification, waiver or discharge is agreed to in writing signed by Employee and an authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or... | Label: Waivers |
ec1ea9fb-947e-458f-8935-3bb66d48e3fd | Clause:
Except solely with respect to the release agreement to be executed by Employee pursuant to Section 25 below, this Agreement constitutes the entire agreement between the parties hereto, including any and all agreements discussed and/or previously made with T.B.A. Insurance, Inc., or any other entity related in a... | Label: Entire Agreements |
2f015813-bb29-41bf-87a4-a899b1fee27d | Clause:
Borrower and each Subsidiary (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to its knowledge, threatened attack by direct or collat... | Label: Compliance With Laws |
de66cee3-f030-4d25-8ef9-8a2db9cbeb95 | Clause:
The Company waives notice of the acceptance of this Guarantee and of the extension or continuation of the Guaranteed Obligations or any part thereof. The Company further waives presentment, protest, notice of notices delivered or demand made on any Obligor or action or delinquency in respect of the Guaranteed O... | Label: Waivers |
b71fb22f-dee8-4a91-99ab-36dcdf981387 | Clause:
Borrower and each co-maker, endorser, surety and guarantor hereby waives demand for payment, presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of intent to foreclose on any collate... | Label: Miscellaneous |
e1c33c87-8e7e-4e02-ad69-dbf2dc9de0a3 | Clause:
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the p... | Label: Miscellaneous |
bb825957-2174-4522-913f-8c713ce269fd | Clause:
The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any fa... | Label: Remedies |
097e6c17-46e1-41fe-af99-aa6a049bc643 | Clause:
During the Employment Period and for so long as potential liability exists thereafter, you shall be entitled to the protection of all insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“ Directors and Officers Insurance ”) against all costs, charges a... | Label: Insurances |
317b7832-47ed-47da-bfd3-f8b72821fe4d | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. This Agreement and each other agreement or instrument entered into in connection with this Agreement, to the extent signed and delivered ... | Label: Counterparts |
eccdecbf-541c-4c65-bf44-2143bd438237 | Clause:
The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent (and, ... | Label: Expenses |
b16a5a4e-c363-4a75-a707-0e7240a29da2 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Share Exchange cont... | Label: Severability |
100f3dfd-ff05-459c-9da4-d5e3f677c453 | Clause:
All demands, notices and communications under this Agreement shall be in writing, electronically delivered, personally delivered or mailed by certified mail, return receipt requested, to: (1) in the case of the Seller, Hyundai Capital America, 3161 Michelson Drive, Suite 1900, Irvine, California 92612, Attentio... | Label: Notices |
ac589411-fa59-4a04-93ba-30e9b3556060 | Clause:
The obligations of the parties under this Section 8 shall survive the expiration or earlier termination of this Agreement for a period of five (5) years.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Survival |
cd42ae2a-747a-4754-aa4b-3e0d98810f30 | Clause:
During the Post-Change Period prior to the Termination Date, (i) Executive’s position, duties and responsibilities (other than the position or level of officer to whom the Executive reports or any change that is part of a policy, program or arrangement applicable to peer executives of the Company and any succes... | Label: Positions |
9691d788-3b8a-492c-9bc4-11cd271d507c | Clause:
Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreem... | Label: Amendments |
67208c0c-b7d2-4c7e-a3d3-7e43df7e8641 | Clause:
Incur, create, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereinafter acquired except for (a) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings; (b) non-consensual Liens arising by operation of law, arising in the or... | Label: Liens |
71da7915-4918-4151-bad4-7d9772a86bec | Clause:
This Agreement, each of the Notes, each other Loan Document and any other Related Writing shall be governed by and construed in accordance with the laws of the State of New York and the respective rights and obligations of Borrower, Agent, and the Lenders shall be governed by New York law.
Task: Classify this ... | Label: Governing Laws |
0ad42309-7a2d-4150-85c7-57ecb1ef4d74 | Clause:
In the event of the Executive’s death during the term hereof, the date of death shall be the date of termination, and the Company shall pay or provide to the Executive’s designated beneficiary or, if no beneficiary has been designated by the Executive in a notice received by the Company, to his estate: (i) any ... | Label: Death |
929ec4d4-d8eb-434f-8f49-b16df023afc9 | Clause:
Subject to Section 15, this Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understa... | Label: Entire Agreements |
2ee8975e-7562-4ab5-84a4-dfb7e1d3a3f8 | Clause:
The headings used herein are for convenience and reference purposes only.
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, Ben... | Label: Headings |
c210e959-e3ac-43a0-81df-cb9a80241c68 | Clause:
For purposes of this Article, "Steel $" shall be defined as the dollar amount of the Contract Base Price identified as "Steel Materials". Economic Price Adjustments for Steel shall be calculated using the American Metal Market (AMM) Monthly Domestic Prices for Carbon Steel Plate Cut to Length (“AMM Index”). The... | Label: Definitions |
d4981776-32e2-4691-aa08-c7e8a9f9dd4b | Clause:
Each Seller agrees that the Purchaser and its affiliates, officers, directors, stockholders, employees and agents shall have no liability to such Seller or any of its affiliates whatsoever based upon or relating to the Purchaser’s disclosure of the Provided Information or any alleged non-disclosure of informati... | Label: Disclosures |
6f005576-b668-43e8-b3c2-906ff4eded66 | Clause:
This Agreement constitutes the entire agreement between you and Releasees with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter other than the ECIIA Agreement referred to in paragraph 5 above. You acknowledge that... | Label: Entire Agreements |
0030e540-3477-460e-bdca-0716c24794bb | Clause:
This contract has been entered into in the State of California and shall be construed under and be governed in all respects by the laws of the State of California, without giving effect to the conflict of laws principles of such state; provided, however, that the indemnification agreement referred to in Section... | Label: Governing Laws |
3c9dbd6f-3990-46f7-90d3-9bd9c6cbfaaa | Clause:
This Agreement, including the TSPI Agreement set forth in Annex A , contains the entire understanding of the parties in respect of their subject matter and supersede upon their effectiveness all other prior agreements and understandings between the parties with respect to such subject matter.
Task: Classify th... | Label: Entire Agreements |
6b49b4c5-a605-4f73-a0d3-8daee88548dc | Clause:
If the Executive should die during the Period of Employment, his or her employment shall be deemed to have terminated on the last day of the month in which death shall have occurred.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Death |
c5ca66e3-8483-43f6-b59f-b1313bf6a0c9 | Clause:
The term of this Agreement shall commence on the Effective Date and expire on the last day of the month which is [*] from the Full Conversion Date, subject however, to (i) renewal or (ii) earlier termination in each instance as provided herein (the “Initial Term”, together with any extension of the Initial Term... | Label: Terms |
d69ca0ae-d7f0-4641-aaca-dff23d962470 | Clause:
Any notice required to be delivered to the Corporation under this Agreement shall be in writing and addressed to the Chief Financial Officer of the Corporation at the Corporation’s principal corporate offices. Any notice required to be delivered to the Optionee under this Agreement shall be in writing and addre... | Label: Notices |
14d68d9f-c65d-4aa2-9231-1cc7768fa9c9 | Clause:
Each party hereto represents and warrants that it has dealt with no broker in connection with this Sublease and the transactions contemplated herein. Each party shall indemnify, protect, defend and hold the other party harmless from all costs and expenses (including reasonable attorneys’ fees) arising from or r... | Label: Brokers |
2a7a6ed9-95f8-42bb-8c96-794d5a3c2ca0 | Clause:
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Counterparts |
ebc4b55f-49d6-46e3-8391-43696e1ab7cf | Clause:
All agreements of each of the Guarantors in this Agreement and each other Transaction Document to which it is a party shall bind its successors and assigns; provided , that no Guarantor may assign its obligations or rights under this Agreement or any Transaction Document, except with the written consent of the ... | Label: Successors |
81c99f6b-e48a-4620-a0ed-3bbbccdee9d7 | Clause:
THIS FOURTH AMENDMENT SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
T... | Label: Governing Laws |
0a62c76f-0677-4724-be68-b628e73b1743 | Clause:
No broker, finder, or investment banker is entitled to any brokerage, finders, or other fee or commission in connection with the transactions hereunder based upon arrangements made by or on behalf of the Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Brokers |
16593865-d93a-44df-ab83-a293bed53948 | Clause:
Each Member agrees that, in connection with its ownership of Membership Units and this Agreement, it will conduct its activities in a lawful manner and specifically will not engage in the following transactions in violation of any applicable Laws: (a) pay or offer to pay directly or indirectly, to any domestic ... | Label: Compliance With Laws |
8161ed3c-9dd2-496c-9766-b50d381a5cbd | Clause:
Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or failure to assert any right hereunder, including without limitation the right of Executive to terminate employment for Good Reason pursuant to Section 2.1 hereof, shall not be deemed to be a waiver of such provisi... | Label: Waivers |
35fdd917-0c96-465a-9ef3-fbcf8979428d | Clause:
This Amendment shall become effective upon the date (the “ Fourth Amendment Effective Date ”) when each of the following conditions set forth in this Article shall have been satisfied.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Effectiveness |
98d528ab-c15d-4032-8b02-f238f99a147e | Clause:
Borrower shall use the proceeds of the Loan to (a) acquire, refinance and/or recapitalize the Properties and/or repay and discharge any existing loans relating to the Properties, (b) pay all past-due Basic Carrying Costs, if any, with respect to the Properties, (c) make deposits into the Reserve Funds on the Cl... | Label: Use Of Proceeds |
c53c1931-7259-49a0-8f78-080f08210ecc | Clause:
HCM will afford to the Company’s officers and authorized representatives reasonable access to the properties, books, and records of HCM in order that the Company may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of HCM, and HCM will furnish the Company wit... | Label: Records |
2b628a08-a06f-4428-90cf-e8ec1b17ce64 | Clause:
The indemnity in this Agreement is intended to be operable under 42 U.S.C. 9607(e)(1), and any successor section thereof, and shall survive the foreclosure, release or reconveyance of any Mortgage, whether by payment of the Loan or any deed in lieu of foreclosure of any of the Properties.
Task: Classify this c... | Label: Survival |
a536f68e-9c19-471b-b530-b26fa90de1b8 | Clause:
All representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of such date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Representations |
ad4577c7-c595-4b7b-8240-1345c3e51a99 | Clause:
This Amendment shall be deemed a contract made under the laws of the State of New York and shall be construed and enforced in accordance with and governed by the internal laws of the State of New York, without reference to the rules thereof relating to conflicts of law.
Task: Classify this clause into ONE of t... | Label: Governing Laws |
a5801e6b-3106-4fa1-8b79-a293544dec55 | Clause:
This Assignment may be executed simultaneously in two or more counterparts, each of which when so executed shall be deemed an original and all of which together shall constitute one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.... | Label: Counterparts |
0d4c6adc-1084-4c19-817c-8d5e5713263c | Clause:
This Agreement, and the EIPRA constitute the entire among the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This agreement may be amended or modified only with the written consent of Executive... | Label: Entire Agreements |
dca0930f-c75d-412d-ae79-b8b8f6e6db20 | Clause:
(a) No litigation, action, suit, investigation or proceeding at law or equity by or before any arbitrator or Governmental Authority is pending or, to the Knowledge of any applicable Borrower Party, threatened by or against any Loan Party or against any of their respective properties or revenues (including any M... | Label: Litigations |
5da4cf78-b8da-4688-914a-ec27d42fffe1 | Clause:
THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS DEBENTURE, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS DEBENTURE OR ANY OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STA... | Label: Waiver Of Jury Trials |
464042b7-9fc7-4b6c-84f7-420628d9ef03 | Clause:
The Purchase Price shall be paid in immediately available funds upon Closing in accordance with Section 5.4(a) .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Payments |
c84d8c3e-3843-4c18-8ad0-063d848b411e | Clause:
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or any Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meani... | Label: Interpretations |
4c44b43d-61b6-45de-a475-296ef878e0de | Clause:
None of the reports, financial statements, certificates or other information (other than forward-looking statements, projections and statements of a general industry nature, as to which no representation or warranty is made) furnished by or on behalf of Guarantor to Guarantor Beneficiary in connection with the ... | Label: Disclosures |
00ded69d-ee32-4282-aa9a-3740b9a1060c | Clause:
The Lenders shall not be deemed to have waived the exercise of any right which they hold under the Credit Facility Agreement unless such waiver is made expressly and in writing (and no delay or omission by any Lender in exercising any such right shall be deemed a waiver of its future exercise). No such waiver ... | Label: Waivers |
7890a423-c4ed-4f81-bbee-76f13249776b | Clause:
The terms and conditions of this Agreement and the conduct of the Arbitration are confidential, and no Party will disclose such terms and conditions or conduct to any third party except: (a) to its attorneys, (b) by ITG as required by applicable law, regulation, statute, or fiduciary obligation, (c) by ITG to ... | Label: Confidentiality |
dd60bb56-4188-4394-ab06-da85fa8544f6 | Clause:
This Agreement is conditioned upon the consent of the Issuing Lenders and the Administrative Agent , and so long as no Event of Default has occurred and is continuing, the Company (which consent of the Company shall not be unreasonably withheld) pursuant to Section 10.06(c) of the Credit Agreement. The execut... | Label: Consents |
5dae45a1-6aa6-4208-94d3-9f32c3fa8c5f | Clause:
(a) The Loans comprising each ABR Borrowing (including each Swingline Loan to the Company denominated in Dollars) shall bear interest at the Alternate Base Rate plus the Applicable Rate. The Canadian Loans comprising each Canadian Base Rate Borrowing shall bear interest at the Canadian Prime Rate plus the Appli... | Label: Interests |
70d2554c-0763-422d-bcd7-acf74875b5b6 | Clause:
Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any legal action, suit or proceeding arising out of this Agreement or any of the transactions contemplated hereby. Each party hereto (a) certifies that no representative, ... | Label: Waiver Of Jury Trials |
4edb6f7d-edf6-4076-b223-5ac241314b30 | Clause:
All Taxes due and payable by Seller with respect to the Assets have been paid in full.
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, Bas... | Label: Taxes |
9dcd7bf5-1ff7-475a-bc6d-a03e23f26354 | Clause:
The Company shall pay all delivery expenses and stamp, transfer, issue, documentary and similar taxes, assessments and charges levied under the laws of any applicable jurisdiction in connection with the issuance of the Shares of Preferred Stock and will hold the Purchasers or other holders thereof harmless, wit... | Label: Expenses |
665090c2-4af0-4c22-afb3-325fe84f78ca | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Counterparts |
9486273b-9ab6-47b8-b1bb-bb07ec510e58 | Clause:
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the wor... | Label: Miscellaneous |
16d409b8-4274-434c-b832-045d479bd0d4 | Clause:
The Executive’s annual base salary shall be two hundred thousand dollars ($200,000) per year, which shall be paid bi-weekly by the Company to the Executive in accordance with the Company’s customary payroll practices, subject to customary withholding as required by applicable law. This annual base salary shall ... | Label: Base Salary |
4cb861c8-962b-47d8-97f3-229fe313e8a4 | Clause:
This Agreement may be executed and delivered simultaneously in multiple counterparts (including delivery by way of electronic or facsimile transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of the... | Label: Counterparts |
3df6bbdd-783a-496f-b1f5-704247f94547 | Clause:
The execution and delivery of this Agreement and the consummation of the issuance of the shares of Common Stock and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under, the cert... | Label: No Conflicts |
c487d59c-4888-4016-afd6-ab1e11e6f50f | Clause:
Each Group Member has filed or caused to be filed all Federal, state and other material Tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes, fees or other charges imposed on ... | Label: Taxes |
83cbf941-c438-4289-97c6-18a9fb528dab | Clause:
For purposes of this Section 2.17, the term “Lender” includes each Issuing Bank and the term “applicable law” includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Defined Terms |
f4e81130-7815-4ac9-ad35-e268612b337f | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall b... | Label: Counterparts |
838be94e-3f16-4fee-b3ab-00d1f0d24e20 | Clause:
All obligations of the Company with respect to Awards granted under the Plan shall be binding on any successor to the Company of all or substantially all of the business and/or assets of the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or... | Label: Successors |
3ccdf8a0-aeae-47d3-829d-e546874d50a7 | Clause:
The Parent Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly enter into any agreement or arrangement providing for the sale or transfer by it of any property (now owned or hereafter acquired) to a Person and the subsequent lease or rental of such property or other similar... | Label: Sales |
3507c1f8-0ff8-4af4-bd7f-5e37b1052f36 | Clause:
No report, financial statement, certificate or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by oth... | Label: Disclosures |
4a1281f1-d055-4739-9ee7-4becec546bcb | Clause:
To the extent not preempted by Federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Hawaii.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Governing Laws |
b4984912-5ab2-4c0a-9c50-52c1979dcd76 | Clause:
The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Defined Terms |
6448115b-6e64-4ca4-ab65-f2bd56a47c63 | Clause:
If any term of provision of this Agreement is determined to be illegal, unenforceable or invalid in whole or in part for any reason, such illegal, unenforceable or invalid provisions or party thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability or valid... | Label: Severability |
83bd461e-3c8a-47e2-9d8d-3098825f8746 | Clause:
The Credit Parties shall not and shall not cause or permit their Subsidiaries to, directly or indirectly, use the proceeds of any Revolving Credit Advance, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities... | Label: Sanctions |
f1d92844-82df-47a5-a27d-fab321d9cd35 | Clause:
The execution, delivery and performance by OWNER of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions, as the case may be, on the part of OWNER. OWNER has duly executed and delivered this Agreement and this Agreement constitutes a vali... | Label: Authorizations |
f3f90c28-d9e6-4ab4-a989-5f310a1b3475 | Clause:
During the Employment Period, if, solely as a result of physical or mental incapacity or infirmity, Employee shall be unable to perform her duties under this Agreement for (i) a continuous period of at least ninety (90) days, or (ii) periods aggregating at lease one hundred-fifty (150) days during any period of... | Label: Disability |
af848c42-fb37-497e-8377-86d9d50b2638 | Clause:
The Company may assign all or any portion of its rights and obligations under this Agreement. The Award, the Restricted Shares and the rights and obligations of Director under this Agreement may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of by Director... | Label: Assignments |
6745bb6a-83a4-49b7-8e52-8263526e81e8 | Clause:
Each of the Loan Parties on behalf of itself and its successors, assigns, and other legal representatives, hereby, (a) jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, and its present and former shareholders, affiliates, subsidiaries, divisions,... | Label: Releases |
7f131891-ea93-4778-9cc8-2624d2ac6571 | Clause:
(i) Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller pursuant to this Agreement (the “ Seller Documents ”), and to perform all obligations of Seller under each of the Seller Documents, (ii) the execution and delivery by the ... | Label: Authority |
7173e901-7c1a-4365-9cea-449449e4f0a2 | Clause:
The Company shall pay to Executive the sum of TWO HUNDRED SEVENTY THOUSAND DOLLARS ($270,000) as an annual salary (the “ Base Salary ”), payable in accordance with the normal payroll practices of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Base Salary |
6c4494a1-1999-402a-a639-f2cfc119e8f5 | Clause:
This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. Each of the parties consents to the jurisdiction of the state courts of the State of New York and the U.S. District Court for the District of New York si... | Label: Governing Laws |
95d1e753-bf92-469a-8923-c8fc79bdb0a8 | Clause:
The Borrower will do or cause to be done (and shall cause each Property Borrower to do) all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except to the ext... | Label: Existence |
8b183ebe-0025-4e03-8a20-efcf37d16c3a | Clause:
The undersigned represents that he/she has full corporate power and authority to execute this Agreement on behalf of the Holder and that the Holder is authorized to take the action set forth herein without the consent or approval of any other third party.
Task: Classify this clause into ONE of these types (exa... | Label: Authorizations |
074a6750-8a87-4ebf-9bb6-3a1df49e6085 | Clause:
Executive, on behalf of Executive and Executive’s heirs, executors, administrators, successors and/or assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and discharges the Company, its parent, and each of their subsidiaries, affiliates and partnerships, and all of their past and p... | Label: Releases |
d0b7e6c9-fd6c-4167-9299-dc79c5837dbf | Clause:
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Committee, care of the Company, at the Company's principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee ... | Label: Notices |
b727abbc-bc93-4298-b8aa-6c6f4979283d | Clause:
This Modification of Lease may be executed in counterparts or counterpart signature pages, all of which when taken together shall constitute one agreement. No third party shall be deemed a third party beneficiary to this Modification of Lease.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Miscellaneous |
0f48ca4b-df61-4433-8086-e855e742b378 | Clause:
The proceeds of the Loans shall be used as set forth in Section 3.14 . No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to sup... | Label: Use Of Proceeds |
24d86945-f31a-487a-9a6d-9e544c89c2f8 | Clause:
The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all ob... | Label: Tax Withholdings |
aeef5db7-ea9f-4bfd-8c4d-55d109e889ee | Clause:
The Company agrees that if Mr. Morris is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that Mr. Morris is or was a trustee, director or officer of the Company, or any predecessor... | Label: General |
79b1d1b9-97b7-4d01-865f-603d852a44e9 | Clause:
The Borrower, on a consolidated basis with its Subsidiaries, is Solvent and neither the Borrower nor any of its Subsidiaries presently intends to or presently anticipates it will (a) be or become subject to a voluntary case under any debt relief law, (b) make a general assignment for the benefit of creditors or... | Label: Solvency |
af681df0-0e9b-4a06-bf16-9cbd5f0f2f04 | Clause:
Any notice, communication or payment required or permitted to be given or made hereunder shall be in writing and, except as otherwise expressly provided in this Agreement, shall be deemed given or made and effective (i) when delivered personally; or (ii) when delivered by telex or telecopy(if not a payment); or... | Label: Notices |
e0a4c004-91e8-4eeb-8f9b-a5551bfaff0b | Clause:
The net proceeds of the sale of the Shares and the Warrants hereunder shall be used by the Company for repayment of existing debt up to a maximum of $210,000 and general working capital purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Use Of Proceeds |
5eeb04ce-67ec-42f7-98ca-8e6df4c8cbc9 | Clause:
(a) All proceeds of the Loans will be used by the Borrowers (i) on the Second Restatement Effective Date, to pay fees and expenses incurred in connection with the Transaction and (ii) thereafter, for working capital, capital expenditures and general corporate purposes of the Obligors (including making intercomp... | Label: Use Of Proceeds |
38261860-a9c4-4672-8a49-76201a1b9ed6 | Clause:
If the Maturity Date is extended in accordance with this Section 2.22, the Administrative Agent and the Parent shall determine the effective date of such extension, which in no instance shall be earlier than the anniversary of the Third Amendment Effective Date immediately following the Parent’s most recent ext... | Label: Effective Dates |
718729d3-2b53-4cad-b1c0-0a4af5a6d7bb | Clause:
Subject to the terms and conditions of this Agreement, the closing of the Transactions (the “ Closing ”) shall be by the electronic exchange of documents or shall take place at the offices of Covington & Burling LLP, 620 8th Avenue, New York, New York 10018 on August 4, 2016 or on such other date as the Parties... | Label: Closings |
5da74572-d9a5-4b4d-b641-165ced51af60 | Clause:
The Committee shall make appropriate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations, or accounting principles, w... | Label: Adjustments |
f342528d-4284-4823-807d-e995ba745405 | Clause:
Borrower and its Subsidiaries do not own any stock, partnership interest or other equity securities, except for Permitted Investments. Without limiting the foregoing, Borrower and its Subsidiaries do not own or hold any Margin Stock.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Subsidiaries |
b46352fa-53b6-4a2e-9e1d-a8e82da5f1da | Clause:
The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by Grantor in connection herewith, do not and will not (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governm... | Label: Consents |
d841e1b4-d056-43b2-886e-06ca9feec657 | Clause:
Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars in immediately available funds at the office of the Administrative Agent as specified in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly... | Label: Payments |
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