id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
4dd87393-787c-4e66-9455-33fd67495c4f | Clause:
(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of ope... | Label: Financial Statements |
82712c70-e0f8-41ea-b44e-8359c1f23f2b | Clause:
Each Party (the “ Indemnifying Party ”) shall indemnify, defend and hold harmless the other Party, its shareholders, directors, officers, employees, representatives, Affiliates, agents, contractors and their respective directors, officers and employees (collectively the “ Indemnified Party ”), from and against ... | Label: Indemnifications |
a89f011f-87c8-489a-816b-c5501cf6af1e | Clause:
This Agreement amends, restates and supersedes in its entirety the Original Loan Agreement from and after the Restatement Date. From the Initial Funding Date through the day immediately preceding the Restatement Date, the Original Loan was governed by the Original Loan Agreement and, from and after the Restatem... | Label: Amendments |
9f7967f7-3421-40ba-a737-0f94f5656717 | Clause:
In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering ... | Label: Adjustments |
bb0e4053-8d63-46cb-8b34-b77604d0631a | Clause:
The terms, conditions, representations and indemnifications herein contained shall survive for one (1) year following the Closing Date and the delivery of possession of the Real Property, and shall not be merged into the Deed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Survival |
3cbcfdfd-e142-4731-90cd-b9547c8bcc83 | Clause:
Interest is payable monthly on the last calendar day of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Pacific time on any day shall be deemed received at the opening of business on the next... | Label: Payments |
b6109460-4dfa-444e-93b3-76f0eca48ad6 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Sections 3, 7 (including with respect to breaches of Section 4 or 5), 8, 9, 11(c), and this Section 14 shall survive termination of this Agreement. If any provision of this Agreement is or... | Label: Governing Laws |
4c97fe19-9a27-4086-9c31-960151e30f93 | Clause:
The terms of this Agreement shall inure to the benefit of and be binding upon each Party and each Party’s permitted successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Binding Effects |
501b00c1-322b-429c-83cf-95fe546869d3 | Clause:
Client hereby indemnifies and holds Factor and its affiliates, and their respective shareholders, directors, officers, employees, attorneys and agents (each, an “ Indemnified Person ”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of every ... | Label: Indemnifications |
cebb17f1-cff8-4851-8107-1b63e3a4c0e9 | Clause:
The representations and warranties of the Investor contained in this Agreement (a) that are not qualified by “materiality” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the applicable Put Date and the applicable Closing Date with... | Label: Warranties |
6204e0ce-2ab8-4ddb-bd69-aefc1d3a4b03 | Clause:
As used in this Agreement, words such as “herein,” “hereinafter,” “hereby” and “hereunder,” and the words of like import refer to this Agreement, unless the context requires otherwise. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
Task: Class... | Label: Construction |
c59e85c8-3057-490c-bd08-232609de00af | Clause:
THIS TRADEMARK SECURITY AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS TRADEMARK SECURITY AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAW ... | Label: Governing Laws |
d331f43e-cc7e-4f82-8187-cc3a74cd5979 | Clause:
This Agreement, together with the Exhibits hereto and the other documents expressly referenced herein, contain all of the understandings and agreements of whatsoever kind and nature existing between the Members with respect to the subject matter hereof and thereof and supersede all prior agreements and undertak... | Label: Entire Agreements |
cb1a10a3-0235-4d06-89b3-19769740f9ea | Clause:
As of the Effective Date, the Borrowers have no Subsidiaries except those Subsidiaries listed on Schedule 3.16 to the Disclosure Letter, which accurately sets forth each such Subsidiary’s complete name and jurisdiction of organization.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Subsidiaries |
ee9ba38d-6a0a-4f07-88ca-da5c6cad05ae | Clause:
This Agreement shall inure to the benefit of any successors or assigns of the Company. Executive shall not be entitled to assign or delegate his rights or obligations under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Binding Effects |
256d0a45-cc51-4106-b7ad-7857644a1452 | Clause:
The Buyer, for value received, hereby promises to pay to the order of the Sellers, proportionately in accordance with the percentage interests set forth in Schedule I hereto, in immediately available funds on the terms set forth herein, (i) the aggregate principal amount of this Note and (ii) simple interest on... | Label: Interests |
eed3f42f-41c3-4854-a54a-d2f05dc49a45 | Clause:
The Parent and the Company each will, and will cause each of the Material Subsidiaries and the other Loan Parties to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent that failure to do so would ... | Label: Insurances |
3fe987d6-645a-4d92-8163-cf3f45d2001c | Clause:
Except as otherwise set forth in Section 2.15(b)(ii) , no Default or Event of Default shall exist at the time of or immediately after giving effect to such proposed Borrowing or from the application of the proceeds thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: No Defaults |
38dd1b01-caf7-4df8-b956-2cd350e9f4ce | Clause:
This Agreement shall terminate upon the distribution of all the Escrow Shares pursuant to any applicable provision of this Agreement, and Escrow Agent shall thereafter have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Shares.
Task: Classify this clause into ONE of ... | Label: Terminations |
9d3e3e65-5a0a-49b9-b7b6-dd107fad825f | Clause:
The Company agrees that if Executive 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 he is or was a director, officer or employee of the Company or any subsidiary or a... | Label: Indemnifications |
6de24e1a-654a-456f-b6cd-0f7c0b976ba6 | Clause:
In the event that any provision of this Letter Agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Letter Agreement will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. The captions of this Letter Ag... | Label: Severability |
64a40312-c4fd-4dd7-bdc0-12fbff515ec7 | Clause:
Any representation, warranty or statement made or deemed to be made by the Borrower herein, in any of the other Credit Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto (including without limitation the certificate delivered pursuant to Section 3.1(b)... | Label: Representations |
5c3cb59b-a4a1-40ef-ae4e-7006fab73814 | Clause:
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable... | Label: Severability |
c4ffb514-1c2b-4589-b05c-99cee90136ef | Clause:
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, as applied to agreements among Delaware residents entered into and wholly to be performed within the State of Delaware (without reference to any choice or conflicts of laws rules or p... | Label: Governing Laws |
a111c48c-5ef8-464d-8dd3-2eca2b5f4b08 | Clause:
Except as set forth on Schedule 3.1(j) , 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, for the two years preceding the date hereof (or su... | Label: Financial Statements |
9ffe93e3-71c6-46fd-848f-9bb3c4461a31 | Clause:
Provided that the RSUs have not previously been forfeited pursuant to Section 4 above, in the event of a Change in Control, any then-unvested RSUs shall become immediately vested on the effective date of the termination of Participant’s Continuous Service if, within twenty-four (24) months following a Change in... | Label: Change In Control |
e7dbe388-cf6f-423b-9d82-ea907f0d51ce | Clause:
This Amendment shall be construed in accordance with the internal laws (without regard to the conflict of law provisions) of the State of Colorado, but giving effect to federal laws applicable to national banks.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Governing Laws |
afb5e8b3-51e6-486d-a8db-970601b7b56b | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
dbf8d8b8-dd12-43cf-b36a-daceb5a8c711 | Clause:
Authorize the Administrative Agent to prepare and file such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably deem necessary in order to perfect and maintain the security interests granted hereun... | Label: Authorizations |
d573e19a-bc11-450f-9e47-3316d184f9ea | Clause:
Employee, at his election, may participate, during the Employment Term, in all retirement plans, savings plans, health or medical plans and any other benefit plans of the Company generally available from time to time to other management employees of the Company and for which Employee qualifies under the terms o... | Label: Benefits |
9828befd-6193-4240-8191-6b958b268d60 | Clause:
The performance and construction of this Second Amendment shall be governed by the laws of the jurisdiction whose laws govern the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Governing Laws |
73e4c05a-2f76-460c-800c-9d18fd0dfc74 | Clause:
EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLA... | Label: Consent To Jurisdiction |
a5ec348b-d1b0-413c-810e-54afe8758283 | Clause:
Executive’s right to receive payments or benefits under this Agreement will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distributio... | Label: Successors |
9126f07f-6d26-4f89-b54a-407d9b3948d6 | Clause:
To the extent applicable, this Agreement shall be interpreted and applied consistent and in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, to the extent that the C... | Label: General |
ff36586b-cab6-4a18-80f4-63caef614bd6 | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each... | Label: Erisa |
5ae60584-b7e5-4526-901b-a9360267995f | Clause:
All communications and notices hereunder shall be in writing and given as provided in Section 8.8 of the ABL Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature hereto, which information supplements Section 8.8 o... | Label: Notices |
2c1ff181-84c6-4ab2-bd66-2ca75838fd3f | Clause:
This Award shall be subject to the termination and Change in Control provisions as set forth on Schedule 1 hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Terminations |
a013f113-e5ca-4219-9603-52c1dcb4a266 | Clause:
The provisions of this Section 21 shall survive the Closing and also the termination or cancellation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Survival |
103fa82b-6621-4c5d-b429-c9a87bb0b968 | Clause:
As an additional consideration for the extension of credit, Maker and each endorser, surety, guarantor, and any other person who may become liable for all or any part of this obligation understand and agree that the loan evidenced by this Note is made in the State of Holder's residence or domicile and the provi... | Label: Governing Laws |
083b3e43-319d-480d-8e32-f3f06afb48cf | Clause:
The Company shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the filing of such Current Report on Form 8-K, the Company represents to the Purchaser that it shall have publicly disclo... | Label: Publicity |
0fb2af35-5688-4449-815e-558e50465f97 | Clause:
THIS SERIES 2016-2 SUPPLEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS SERIES 2016-2 SUPPLEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACC... | Label: Governing Laws |
0e9c56ee-9796-432f-ae58-17ad4330b024 | Clause:
In the case of the death of a Participant, either while employed by the Company or prior to distribution of the Participant’s entire Account balance (including on account of an In-Service Distribution Date, the Participant’s Account balance shall be distributed to the Participant’s Beneficiary as soon as admini... | Label: Death |
c9bc6e78-6ee6-44a7-8cd1-f29476a82797 | Clause:
HHS has agreed to accept, and TRIPLE-S has agreed to pay HHS, the amount of $3,500,000 (“Resolution Amount”). TRIPLE-S agrees to pay the Resolution Amount on the Effective Date of this Agreement as defined in paragraph II.14 by automated clearing house transaction pursuant to written instructions to be provide... | Label: Payments |
9a5cc2fd-9c5b-444c-b3a8-93e4f88becdb | 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 this Agreement is not a... | Label: Severability |
e1f241e6-7eff-45d7-a647-7d981cb7354f | Clause:
Employer hereby employs Employee in the initial capacity of Senior Vice President, Project Development for Employer and Employee hereby accepts such position. In this position, Employee shall report to Employer’s Chief Executive Officer (the “ Supervisor ”). Employee agrees to diligently and faithfully perform ... | Label: Positions |
4b9f21d4-d3c1-4b5c-8506-ea73ba40ce1e | Clause:
The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate any material provision of any Applicable Laws relating to any Credit Party or any of its S... | Label: No Conflicts |
f3fd5114-a687-4646-83f5-6995e23275b4 | Clause:
This Agreement and the Award shall be governed by the laws of the Commonwealth of Virginia.
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... | Label: Governing Laws |
d1a56bb6-1b5c-4c32-8f9b-c231683030f9 | Clause:
Except as disclosed on Schedule 3.8 to the Credit Agreement, as of the Closing Date, such Grantor has good title to, or a valid leasehold interest in, all real property and other Property except where the failure to have such title or interests would not reasonably be expected to have a Material Adverse Effect.... | Label: Titles |
03f1a73e-1e43-4b87-84f9-aa2252683ed0 | Clause:
The Janus Stockholder has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Janus Stockholder and the consummation of the transactions contemplated by this Agreement have... | Label: Authority |
403be020-740a-4d0b-9914-2cfb2c800d0a | Clause:
The execution and delivery by such Loan Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation a... | Label: No Conflicts |
8d237c74-2922-4a64-96f3-3a886936a48d | Clause:
The Company shall withhold from any payment of cash or Stock to a Participant or other person under this Plan an amount sufficient to cover any required withholding taxes, including the Participant’s social security and Medicare taxes (FICA) and federal, state and local income tax with respect to income arising... | Label: Tax Withholdings |
7f45d0e7-2c89-4749-b59e-4cc733907336 | Clause:
This Agreement shall become effective when it shall have been executed by the Borrower, the other Credit Parties signatory hereto and Agent and when Agent shall have been notified by each Lender that such Lender has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the b... | Label: Binding Effects |
1a236dc2-c92f-4d77-bc3c-165088b5bcea | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $6,750,000 of ... | Label: Closings |
a38381fa-4166-4bf6-a740-336c75d1e4f2 | Clause:
This Third Amendment shall be binding upon and inure to the benefit of the Borrowers, the Banks, the Issuing Banks and the Administrative Agent and their respective successors and assigns, except that the Borrowers shall not have the right to assign their rights hereunder or any interest herein.
Task: Classify... | Label: Binding Effects |
27541f8a-ced9-4528-b1ba-83ea3a0d4822 | Clause:
(a) Capitalized terms used herein without definition are used as defined in the Term Loan Agreement.
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, Autho... | Label: Definitions |
b92c1837-a025-47fa-b4fe-65f219928e01 | Clause:
A Loan . The Borrower shall repay the outstanding principal amount of the Term A Loan in equal quarterly installments of $8,437,500 on the last Business Day of each March, June, September and December, beginning with March 31, 2017 (as such installments may hereafter be adjusted as a result of prepayments made ... | Label: Terms |
8cc9cb49-55f6-4bdc-8b0d-6ff6480ef9ef | Clause:
The PSPC Shareholder has the right, power, authority and capacity to execute and deliver this Agreement to which such PSPC Shareholder is a party, to consummate the transactions contemplated by this Agreement, and to perform such PSPC Shareholder’s obligations under this Agreement. This Agreement has been duly ... | Label: Authority |
1c584189-01c7-4cb0-b23c-5f029f206154 | Clause:
Following the execution of this Settlement Agreement, (i) each Party will take reasonable actions consistent with the terms of this Settlement Agreement as may reasonably be requested by the other Party, and otherwise reasonably cooperate with the other Party in a manner consistent with the terms of this Settle... | Label: Further Assurances |
0664bf4a-3df5-42bd-b80b-0777287e2829 | Clause:
If any provision of the Plan is held to be invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Severability |
01b60d70-1ed8-4d75-a5df-8ce2e996663e | Clause:
(a) As an operating expense of the Properties, Owner or Owner’s representative shall provide and maintain the insurance coverages for the Properties in such amounts and with such coverages as may be required by law or customary practice in owning rental properties similar to the Properties and the Loan Agreemen... | Label: Insurances |
a23692ab-6df2-4c16-93ab-a18821fdc416 | Clause:
Except as set forth on Schedule 4.5 and the filing of an 8-K with the U.S. Securities and Exchange Commission (“ SEC ”), no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of Resources or Seller for or in connection with the execution and delivery of ... | Label: Consents |
716ac9a4-6298-48af-9239-ebe290c1ae07 | Clause:
Except in each case as could not reasonably be expected to result in a Material Adverse Effect, (a) the Borrower and each of the Subsidiaries owns, or is licensed or otherwise has the right to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and (b) ... | Label: Intellectual Property |
ed36f4c2-9dd3-4518-a574-6d0c0860d1ac | Clause:
Each party’s intellectual property including without limitation any patents, trade secrets, processes, know-how, copyrights, trade dress, trademarks and/or trade names shall remain their exclusive property and except as provided in Section 21(g) below, nothing herein shall be construed as transferring any right... | Label: Intellectual Property |
3ccdfa13-3218-4775-a3a4-ae3bafaf6feb | Clause:
The liability of each Guarantor as a result of the execution of its respective Guaranty and the execution of this Agreement shall not cause the liabilities (including contingent liabilities) of such Guarantor to exceed the fair saleable value of their assets, except as may be limited by the terms of their respe... | Label: Solvency |
53bc8d0c-c9a8-4526-ab69-ecdfb179829d | Clause:
The representations and warranties contained in Sections 9.1 and 9.2, and the provisions of Section 9.3, shall survive the Closing, the delivery of the Unit Assignment, the Deed and the payment of the Purchase Price, provided that (i) such representations and warranties (but not such provisions) shall cease and... | Label: Survival |
15146535-7092-439e-ac7c-b9cf8738b295 | Clause:
At the Closing or upon termination of this Agreement pursuant to Section 7.01 , the Partnership shall pay to the Purchaser the reasonable legal fees and expenses incurred by the Purchaser in connection with the transactions contemplated hereby, including any fees and expenses incurred in connection with any HSR... | Label: Expenses |
be3c2d32-cad7-4a21-bc6e-cc81b61fa637 | Clause:
This Agreement, the RSUs granted hereby and any obligation of the Corporation hereunder shall be subject to all applicable federal, state and local laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.
Task: Classify this clause into ONE of these types (ex... | Label: Compliance With Laws |
245af1cd-1776-4c5c-92c5-4be3ca5934b8 | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION , OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY R... | Label: Submission To Jurisdiction |
6e2bd47d-c56b-4f2d-a132-5f33390ca740 | Clause:
The Guaranteed Obligations under this Guaranty (exclusive of any other obligations of Guarantor under any other guaranty, indemnity or similar agreement relating to the Loan, and any obligations related to then ongoing and pending claims made under this Guaranty) shall terminate upon the indefeasible repayment ... | Label: Terminations |
6e0e604b-446c-4fd7-8146-8c66195898b1 | Clause:
Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of ERISA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Erisa |
59edeaec-9561-4ac4-8336-7ef1b50522d9 | Clause:
Other than as set forth in Schedule 3.1(p) , none of the officers or directors of the Company, and, to the Knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contrac... | Label: Transactions With Affiliates |
80d84ad3-c20b-46db-9e38-3b91f020a326 | Clause:
This Note may not be assigned by any or all of the Makers. This Note and the other Loan Instruments may be assigned by the Lender. All rights of the Lender hereunder shall inure to the benefit of its successors and assigns, and all obligations, covenants and agreements of the Makers shall bind its successors an... | Label: Assignments |
7d29746e-f1f8-42a0-92f0-13a011bfaede | Clause:
Each of the Investors, on the one hand, the Company, on the other hand, and, with respect to Section 1(b), the Additional Investor, acknowledges and agrees that irreparable injury to the other Party hereto may occur in the event any of the provisions of this Agreement are not performed in accordance with their ... | Label: Specific Performance |
60034870-7100-4007-af16-286eaf5f95a8 | Clause:
Any notice required or permitted hereunder will be in writing and will be deemed to have been duly given if delivered by hand, by express commercial delivery service, or if sent by certified mail, postage and certification prepaid, to Executive at Executive’s residence (as noted in the Company’s records), or to... | Label: Notices |
565043cc-f2a7-4866-a9a3-dd89e99fea66 | Clause:
Notwithstanding any contrary provision of this Agreement, the balance of the Restricted Stock Units that have not vested pursuant to paragraphs 3 or 4 will be forfeited and cancelled automatically on the first to occur of (a) the date the Employee’s Continuous Status as an Employee is interrupted or (b) the Ter... | Label: Forfeitures |
49f78a99-6c29-4f18-bf1c-4b34dd4fb662 | Clause:
The Lenders shall have received (i) audited consolidated financial statements of the Company and its Subsidiaries for the 2014 and 2015 fiscal years, (ii) unaudited interim consolidated financial statements of the Company and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable... | Label: Financial Statements |
343df188-decd-43ff-b381-62d8a6ee3654 | Clause:
Each Secured Party, by accepting the benefits of the Loan Documents, agrees that (i) any action taken (or omitted to be taken) by Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken (... | Label: Binding Effects |
93cd1ff3-7f88-4ca4-91b6-0a62b5c5d798 | Clause:
This Agreement shall be governed by and construed, and the relationship between the Parties determined, in accordance with the laws of the State of California, without regard to its conflicts of laws provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Governing Laws |
6af84d50-e178-4a08-84ae-4a5ebc6e556b | Clause:
THE BORROWER IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN SOUTH DAKOTA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD... | Label: Consent To Jurisdiction |
4631ffee-95c0-43b2-b5de-ac3279b2b654 | Clause:
THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON OR IN CONNECTION WITH THIS AGREEMENT AND AGREE THAT THIS PROVISION IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Waiver Of Jury Trials |
60af3aeb-93db-4538-b97a-b4bc9b1628a0 | Clause:
Subject to the satisfaction of the conditions set forth in Section 4 below, and in reliance upon the representations and warranties of the Loan Parties set forth in Section 5 below, Agent and Lenders hereby waive the Existing Event of Default. This is a limited waiver and shall not be deemed to constitute a ... | Label: Waivers |
75495fb6-e733-4e9d-9728-b26878ac8a82 | Clause:
Use the proceeds of Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness original... | Label: Use Of Proceeds |
9508ef90-66f4-4447-bd88-fc34b509f74c | Clause:
No failure or delay on the part of any party in exercising any right, privilege, power, or remedy under this Agreement, and no course of dealing shall operate as a waiver of any such right, privilege, power or remedy; nor shall any single or partial exercise of any right, privilege, power or remedy under this A... | Label: Remedies |
e870252f-faf7-4613-816b-5701eb4fe818 | Clause:
Except as otherwise provided, all notices given under this Agreement shall be in writing and shall be deemed to have been duly given upon receipt if delivered by hand or facsimile transmission with receipt confirmed, three days after mailing by certified or registered mail, and one day after sending by overnigh... | Label: Notices |
f38b1970-d631-4eb0-8e3c-1960594b23ef | Clause:
The Plan is incorporated by reference. The Plan, this Agreement (including any applicable addendum) and the Unfair Competition Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede, in their entirety, all prior undertakings and agreements of the Company... | Label: Entire Agreements |
ff5836ec-e83d-450e-bbfa-de6e50caab16 | Clause:
The Lender is hereby authorized by Borrowers to enter and record on the schedule attached hereto (i) the loan number, (ii) the date of each advance made under this Revolving Secured Promissory Note, (iii) the dollar amount of the advance, (iv) the applicable interest rate, (v) interest due on Maturity Date, (vi... | Label: Payments |
86f3c5d8-1145-4b2e-9982-4cf94686faa2 | Clause:
Seller Parties, Guarantors and their Subsidiaries have timely filed all tax returns that are required to be filed by them and have paid all taxes, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reser... | Label: Taxes |
f1a0ef88-557e-4cd8-aff6-68212d0c20f1 | Clause:
This Agreement, together with the Notice and the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, ... | Label: Entire Agreements |
5e2f1787-5a23-48dc-95e0-7c0c7f7de4ae | Clause:
If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to Holder or the Award, or would disqualify the Award under any law deemed applicable by the Committee, such provision will be construed or deemed amended to conform to the applicable... | Label: General |
bad91b11-c03e-43da-a513-be9daf0cadac | Clause:
Promptly notify Agent in writing of any material claim, litigation, suit or administrative proceeding affecting any Borrower or any Guarantor, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could ... | Label: Litigations |
dc625da7-ccef-4693-8e8a-665f5a6d1b57 | Clause:
Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the Assumption Agreement, the other Loan Documents or any other document, instrument, contract or understanding between Borrower and L... | Label: Modifications |
7ad91436-a83e-4fe5-a213-727db53e90df | Clause:
If, as a result of Executive’s incapacity due to physical or mental illness (“ Disability ”), Executive shall have been absent from the full time performance of Executive’s duties with the Company for a period of four (4) consecutive months and, within thirty (30) days after written notice of a pending terminat... | Label: Disability |
f4d4abca-8c7c-49c6-988d-454f1fda4780 | Clause:
Borrower will, and will cause each other Company to, maintain with financially sound, responsible, and reputable insurance companies or associations (or, as to workers’ compensation or similar insurance, with an insurance fund or by self-insurance authorized by the jurisdictions in which it operates) insurance ... | Label: Insurances |
490c32da-1681-41db-b386-bc95698c93b6 | Clause:
The Loan Parties will not, and will not permit any of their Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property... | Label: Sales |
7c070f3d-9af0-434c-946e-7ff26d324956 | Clause:
All capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the Career Education Corporation 2008 Incentive Compensation Plan, as amended (the “Plan”). When used herein, the following terms shall have the meaning set forth in this Section 1.
Task: Classify this clause into... | Label: Definitions |
d1f5f5fe-c84d-47da-b5a9-930a8987f9ce | Clause:
Receipt by the Lender of any fees required to be paid on or before the First Amendment Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Aut... | Label: Fees |
c6c3fa62-5c9f-4f4f-8fb3-81a966b80780 | Clause:
All amounts due under this Section shall be payable promptly/not later than five (5) 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, Assignments, Assigns, Auth... | Label: Payments |
9febdc7d-299b-45e9-bdde-3cff079c21f6 | Clause:
This Agreement constitutes the entire agreement between the Parties respecting the employment of the Consultant on and after the Commencement Date, there being no representations, warranties or commitments except as set forth herein and supersedes and replaces all other agreements related to the subject matter ... | Label: Entire Agreements |
9e0fa5ef-0493-47e5-af8a-a4418a6f1396 | Clause:
If a Lender becomes a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, except as set forth in the last sentence hereof, such Defaulting Lender’s right to part... | Label: Consents |
801a1722-d5e7-4882-963e-c8f2043f4670 | Clause:
This Agreement may not be terminated by either party prior to (A) the termination of the Securities Purchase Agreement or (B) the closing of the transactions contemplated by the Securities Purchase Agreement. Either party may terminate this Agreement after written notice to the other party upon the occurrence o... | Label: Terminations |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.