id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
c034a460-58b6-4cb0-bd79-6332a70bf197 | Clause:
The Lenders agree to indemnify the Agent in its capacity as such (to the extent not reimbursed by Holdings or the Borrowers and without limiting the obligation of Holdings or the Borrowers to do so), ratably according to their respective Pro Rata Shares in effect on the date on which indemnification is sought u... | Label: Indemnifications |
7d0d2f5b-3d0a-4ae7-be3b-2fa287b3b0db | Clause:
Notwithstanding any other provision of the Lease to the contrary, Tenant shall not assign its rights to the parking spaces or any interest therein, or sublease or otherwise allow the use of all or any part of the parking spaces to or by any other person, except with Landlord’s prior written consent, which may b... | Label: Assignments |
4a375287-3bb5-49fe-9ae1-ec22484cc3f0 | Clause:
The Borrower and each of its Subsidiaries have filed all Federal, State and other Tax returns and reports required to be filed, and have paid all Federal, State and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and p... | Label: Taxes |
588d32a2-5b2a-472a-9bd6-1bbbde32a182 | Clause:
To the extent that it would have or would be reasonably expected to have a Material Adverse Effect, (a) no Reportable Event has occurred and is continuing with respect to any Plan of the Borrower; (b) no Plan of the Borrower has an accumulated funding deficiency determined under Section 412 of the Code; (c) no ... | Label: Erisa |
fa93e0db-5fe2-4c68-806f-84dcbaa10570 | Clause:
Tenant shall repair any damage caused by Tenant's installation, maintenance, operation, alteration, repair, or replacement of Telecommunications Equipment, and shall indemnify, protect, defend, and hold Landlord harmless from all Claims (as that term is defined in section 14.3.2), including: (1) any Claims by o... | Label: Indemnity |
b35b49b6-fe94-431f-9b12-3ce59770635b | Clause:
Except as otherwise expressly provided for herein, or as otherwise agreed to in writing by the Parties, each Party and its Subsidiaries shall bear its own expenses incurred in connection with the preparation of Tax Returns and other matters related to Taxes under the provisions of this Agreement for which they ... | Label: Expenses |
1a1d29fe-9521-4de6-a023-1d72b5894893 | Clause:
ALL PARTIES, INCLUDING BORROWER AND GUARANTOR, EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY CONSTITUTIONAL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, DISPUTE OR CONFLICT BET\VEEN THE PARTIES OR UNDER THE LOAN DOCUMENTS AND AGREE THAT ANY LITIGATION SHALL BE HEARD BY A COURT OF COMPETENT jurisdiction SITTIN... | Label: Waivers |
818d6def-4443-4802-9bf2-7e1278484198 | Clause:
The Executive hereby represents and warrants to the Company that (a) the Executive is entering into this Agreement voluntarily and that the performance of his obligations hereunder will not violate any agreement between the Executive and any other person, firm, organization or other entity, and (b) the Executiv... | Label: Representations |
e89f0a42-9417-4ff9-acae-4c43955cf033 | Clause:
The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, other than as required by law, without ... | Label: Publicity |
9d450eef-ed6a-4a22-9928-be921573888a | Clause:
The execution, delivery and performance of and compliance with this Agreement, including but not limited to the purchase of the Securities, will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or bylaws or other organizational documen... | Label: No Conflicts |
34b5357b-311a-4e33-bd3b-57b2434031f3 | Clause:
All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“ Notices ”) must be in writing and will be effective upon receipt. Notices may be given in any manner to which the parties may separately agree, including electronic mail. Without limiting the foregoin... | Label: Notices |
cd07e48e-9af3-43f5-9d03-285f2e7f80d5 | Clause:
Subject to the terms and conditions of this Agreement, Seller hereby covenants and agrees to sell, assign and transfer to Venaxis and Venaxis hereby covenants and agrees to purchase from Seller all the right, title and interest in the Strand Shares free and clear of all Encumbrances but together with goodwill a... | Label: Sales |
4d2fc76b-465e-4c1c-aab6-0ca725843479 | Clause:
The parties hereto irrevocably agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Transaction Documents or the Transactions shall be brought exclusively in federal or state courts located in the state of New York, and e... | Label: Consent To Jurisdiction |
9ca27fe6-1427-437f-893a-2f1e55653a0e | Clause:
The provisions of this Article 8 shall survive Closing or any termination of this Agreement, as applicable, without any limitation on the period of such survival.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Survival |
baf135f4-d168-468a-b762-9affa9362b96 | Clause:
Schedule 6.14 lists each Subsidiary of the Company, and the direct and indirect ownership interest of the Company therein, in each case as of the Restatement Effective Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Subsidiaries |
8a06933e-38e0-4d8e-a7be-28fc6fbb922e | Clause:
The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of their respective successors, assigns, executors, administrators and heirs; provided , however , that neither the Company nor Executive may assign any duties under this Agreement without the prior wri... | Label: Assignments |
8b33fc95-c15b-4c4e-9ebf-dadd4560fea6 | Clause:
All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borro... | Label: General |
a59bd362-c577-4f47-b24c-3f50ae2c0409 | Clause:
This Amendment Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. In the event that any ... | Label: Counterparts |
0f469b26-21b9-443a-b999-98596bc5891a | Clause:
All representations and warranties made in this Amendment or any other Loan Document including any Loan Document furnished in connection with this Amendment shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by the Administrative Agent or any Lender or ... | Label: Warranties |
30a01073-7f96-45bf-b0db-b64aff9eda9e | Clause:
Each Grantor shall furnish to the Administrative Agent from time to time upon request statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail and in form and s... | Label: Further Assurances |
3580d217-53a7-4ecb-8f41-8d5ccfd85aff | Clause:
This Agreement may be executed in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission (including in Adobe PDF format) will b... | Label: Counterparts |
ea80dd11-be90-47f3-8a5f-6fe3f23cbae4 | Clause:
This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same c... | Label: Counterparts |
55925dbc-68b8-4848-9650-8fe13f2a6233 | Clause:
The Managing Member is hereby authorized to cause the Company from time to time to issue to Members (including the Managing Member and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of property to the Company or any of its Subsidiaries) Units or other Intere... | Label: General |
326a4efb-e76f-4c59-ac25-9ca405d926a9 | Clause:
The Borrowers will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of busines... | Label: Transactions With Affiliates |
db10a88d-f157-4185-a08c-c5082d59000c | Clause:
The Seller and the Servicer shall comply in all material respects with all applicable laws, rules, regulations and orders, and preserve and maintain its company or corporate existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and... | Label: Compliance With Laws |
c1e9cdbd-31e5-4bca-a8d5-62f7e86bf00c | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Waiver Of Jury Trials |
8e39520f-1a5e-4166-9bd4-1c67d05626e8 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce obligations shall be released promptly following ( i ) the elimination of the applicable obligations giving rise thereto or ( ii ) the determination by the Lender that there exists excess Cash Collateral; provided , however , ( A ) any su... | Label: Releases |
e634b840-8226-43fa-b11a-8efcc57fe420 | Clause:
Each Loan Party represents and warrants that after giving effect to this Amendment (a) the representations and warranties of the Loan Party set forth in Article VI of the Credit Agreement are true and correct in all material respects as of the date hereof, except to the extent that such representations and warr... | Label: Representations |
cbeef2e5-009c-4af2-98d3-3e468f72d3ad | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. If the requirements of this Agreement otherwise have been met, new holders of Radiancy Common Stock may become Parties to this Agreement... | Label: Counterparts |
b4f4cdde-db7c-423d-a04a-396686b2d195 | Clause:
Each Account Party and each of its Subsidiaries is in compliance with all laws, 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 result in a Material Adverse Effect.
Ta... | Label: Compliance With Laws |
9abee42c-6ac2-431d-823a-ac6ef0eb7179 | Clause:
Each of the Company and the Purchasers shall bear its own expenses and legal fees incurred on its behalf with respect to this Agreement and the transactions contemplated hereby. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be enti... | Label: Expenses |
3e2cc62f-bec7-4c7a-9496-ec70b2988336 | Clause:
Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral under the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens. N... | Label: Titles |
639376b3-a7ef-4939-a237-6c4f223320cf | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Ad... | Label: Successors |
b0d8f852-8c8f-4fae-8bcd-a6ca717f460f | Clause:
As a condition to Employee ’s receipt of any post-termination benefits pursuant to Sections 4( g )(ii) or 5(a) above , on or prior to the sixtieth ( 60 th ) day following the date of Employee ’s termination of employment, Employee shall have executed and delivered a Release (the “ Release ”) in a form reasonabl... | Label: Releases |
65612c31-dce3-4c22-b59d-f6b1e340b04a | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that (a) ... | Label: Litigations |
f0391f71-c88c-4bf4-8e33-f2d5ee4e51f7 | Clause:
The initial term of Executive’s employment under this Agreement shall be for the period commencing on the Effective Date and ending, subject to earlier termination as set forth in Section 7, on the fourth anniversary of the Effective Date (such term, as may be hereafter extended, the “Employment Term”); provide... | Label: Terms |
8b38ccf7-c8a6-4665-9ca2-3c2cd6505a50 | Clause:
(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate or the Federal Funds Effective Rate, the interest thereon shall be calcu... | Label: Fees |
2025a318-0c6b-45da-a24a-47270c321a64 | Clause:
Any notice or other communication required or permitted to be given by any provision of this Plan shall be in writing and, if to the Administrator, addressed to Investor Services Department, 1825 S. Grant Street, Suite 250, San Mateo, CA 94402, or such other address as may be specified by the Administrator by w... | Label: Notices |
21eac8c8-c5af-43f7-8c57-e0edf74036b8 | Clause:
At any time and from time to time after the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occur... | Label: Remedies |
61bcbe69-9864-4173-8c31-f8d8492a334c | Clause:
As a material condition of this Agreement, Employee agrees not to disparage in any way, orally or in writing (in any medium, including via blogging or otherwise via the Internet), the Company or any of its subsidiaries, affiliates, officers, or directors to any person or entity. Employee will not do anything th... | Label: Non-Disparagement |
a1e96707-c2d2-4ef8-9369-42047ab99213 | Clause:
Any reasonable expense, including without limitation, attorneys’ fees, retainers, court costs, transcript costs, fees and expenses of experts, including accountants and other advisors, travel expenses, duplicating costs, postage, delivery service fees, filing fees, and all other disbursements or expenses of the... | Label: Expenses |
c519b472-a1c9-4724-8af7-143040c1ce6e | Clause:
Any notices, requests or other communications provided for by this Agreement shall be sufficient if in writing and if sent by registered or certified mail to Executive at the last address he has filed in writing with the Company or, in the case of the Company, at its principal offices.
Task: Classify this clau... | Label: Notices |
bf1c176d-7875-47af-8b28-385a32c3c96d | Clause:
Notwithstanding anything in this agreement to the contrary, as a condition to the receipt, of salary continuation payments and or continued vesting of equity awards in accordance with the terms of this Agreement, you shall be required to enter into the Company’s standard form of release of claims and separation... | Label: Releases |
c788b785-9be2-445e-be2c-8198e5807df0 | Clause:
Subject to the continued compliance by each of the Security Parties and the GSS Guarantor with the provisions contained herein, in the Facility Agreement and in the other Transaction Documents and upon the condition that no creditor under any debt instrument or facility which the Guarantor or any of its Subsidi... | Label: Waivers |
420e01ca-822c-45ee-85d9-bf690d5e7bc3 | Clause:
The Committee shall establish the number of shares, the term and the Base Amount of the Stock Appreciation Right at the time the Stock Appreciation Right is granted. The term of a Stock Appreciation Right shall not exceed ten years from the Date of Grant. The Base Amount of a Stock Appreciation Right shall not ... | Label: Terms |
ad5fabf7-a113-495c-8d9d-9355186d26d7 | Clause:
All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of the Agreement and the Seller hereby waives the benefit of the applicable statutes of limitations with respect to any of the covenants, agreements, representations and warranties set forth herein. It... | Label: Survival |
f6f2251e-641d-43a3-92d2-f8e5a1b4befb | Clause:
This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive. Notwithstanding anything herein to the contrary, to the extent future guidance is issued regarding Section 409A that the Company or the Executive reasonably believe will result in adverse tax conseq... | Label: Amendments |
943d23d9-e542-414c-9037-d02c0be59719 | Clause:
The Committee may amend this Plan as it shall deem advisable, subject to any requirements of applicable law, rule or regulation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Amendments |
b7aa1b91-1d55-471f-956d-6ee6418581bb | Clause:
The Purchaser will purchase an aggregate of up to $2,500,000 in Subscription Amount of Preferred Stock in up to three (3) tranches (each a “Tranche”), with the first Tranche of $250,000 being closed on upon execution of this Agreement. The second Tranche will be for $250,000 and will occur on or before June 23,... | Label: Closings |
8191edfc-3fe5-467f-8241-0f2c8a793910 | Clause:
No provision of this Plan may be waived or discharged unless the waiver or discharge is agreed to in writing and signed by the affected Participant and by an authorized officer of the Company (other than the Participant). No waiver by either party of any breach of, or of compliance with, any condition or provis... | Label: Waivers |
f8014b70-d6ce-418b-bc47-4f0be718923b | Clause:
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy or electronic mail shall be equally effective as delivery of an original e... | Label: Counterparts |
7b5121ac-b93f-4b7b-8ce2-93defbafdd46 | Clause:
Set forth on Schedule 5.18(a) attached to the Disclosure Letter, is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02: (i) a complete and accurate list of all Subsidiaries, ... | Label: Subsidiaries |
95b3d14d-d883-4a8f-b9df-1e2e1f3f3b4e | Clause:
In reliance on the representations, warranties, covenants and agreements contained in this Second Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended, effective as of the Second Amendment Effective Date, in the manner provi... | Label: Amendments |
9a7d4174-a6cd-42ae-b382-c1b667b74ec8 | Clause:
Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Seller has all necessary corporate power to own its property and to carry on its business.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Organizations |
654321cd-8e1c-4160-b6ae-72165cee3371 | Clause:
All costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such cost or expense, whether or not the Merger is consummated; provided, that if the Merger is consummated, Raven shall promptly reimburse the Gazelle Stockholders for all reasonable and documented out-of-poc... | Label: Expenses |
5585181a-6308-4b5a-9227-9aaca7f36ff8 | Clause:
Except as set forth in Section 2.15 of the Company Disclosure Schedule, no broker, investment banker or other Person, is entitled to any broker’s, finder’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Compan... | Label: Brokers |
8b101305-660b-46ec-8c3a-a6c6acb76b04 | Clause:
Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Oregon in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, agai... | Label: Indemnifications |
78edfb8f-6239-4691-b22c-2327283884e1 | Clause:
Except with respect to any filings pursuant to the HSR Act and any comparable Applicable Law in jurisdictions outside the U.S. related to the approval of transactions similar to those contemplated under this Agreement, as of the Execution Date, all necessary consents, approvals, authorizations, waiting period e... | Label: Consents |
58101992-ff37-4c83-bb53-7cedb53abf1f | Clause:
This Amendment is not a novation or discharge of the terms and provisions of the obligations of Credit Parties under the Credit Agreement and the other Loan Documents. There are no other understandings, express or implied, among Credit Parties and Lender regarding the subject matter hereof or thereof.
Task: Cl... | Label: Entire Agreements |
b1c214f0-7a66-498f-a802-25d3379c6f3c | Clause:
Each of Landlord and Tenant (in this Article, each a “ Representing Party ”) guarantees, warrants and represents to the other party that (a) the Representing Party is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formatio... | Label: Representations |
bb75ea43-5d8e-46f2-86cb-1beb2c3d7d56 | Clause:
Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from a... | Label: Submission To Jurisdiction |
0e0b8b21-45d8-454f-aead-8e6aed185432 | Clause:
The Borrower will ensure compliance by it with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions and the Borrower will maintain in effect and enforce policies and procedures designated to ensure compliance by its Subsidiaries and its officers, directors, employees and agents with Anti-Corruptio... | Label: Sanctions |
bc496289-932c-4f2b-ac8a-ae7a37ef5b1c | Clause:
This Agreement and the Transaction and any arbitration or Dispute resolution conducted pursuant hereto shall be construed in accordance with, and governed by, the Laws of the State of New York without reference to the conflict of Laws principles thereof; provided, however, that any matter related to real proper... | Label: Governing Laws |
d868f4b0-f8a6-4439-b40c-f258cc59ead8 | Clause:
The validity, effect, and construction of this Agreement shall be governed by the Laws of the State of Texas. Each of the Parties hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.
Task: Classify this clause into ONE of t... | Label: Governing Laws |
001dbe9c-e46b-42b1-908d-babe97e92390 | Clause:
All representations and warranties by the Borrower, whether with respect to the Borrower, the Company, any respective Affiliate or any asset or property, contained in this Agreement shall survive the execution, delivery and acceptance thereof by the Parties and the closing of the transactions described in this ... | Label: Warranties |
1d7394b4-cb94-4ed4-9466-4b24ec90cf3e | Clause:
This Plan shall be construed and interpreted in accordance with the laws of the State of Florida without reference to the conflict of laws provisions thereof, to the extent not preempted by federal law, which shall otherwise control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Applicable Laws |
191e5e6c-60fe-4a1d-b327-a3230a19de14 | Clause:
Notices from Lessor to the Qualifying Mortgagee shall be provided in the method provided in Section 22.2 hereof to the address furnished Lessor for the Qualifying Mortgagee in writing from time-to-time, and those from the Qualifying Mortgagee to Lessor shall be mailed to the addresses designated pursuant to the... | Label: Notices |
3b562195-b223-4613-a2ee-d532ad9b58b1 | Clause:
This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Governing Laws |
e39aa7b8-6e8f-422b-9db6-dfe50d4dc38f | Clause:
This Fo urt h Amendment may be executed in multiple counterparts, and each counterpart when fully executed and delivered shall constitute an original instrument, and all such multiple counterparts shall constitute but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Counterparts |
9fe0cc3c-62a9-43c3-ac3f-6024106bf705 | Clause:
Effective with respect to the Existing Letters of Credit upon the occurrence of the Restatement Date, and effective with respect to each other Letter of Credit (and each amendment to a Letter of Credit increasing the amount thereof) upon the issuance (or increase) thereof, and without any further action on the ... | Label: Participations |
77043b38-79da-4949-b193-a093d03f3b6b | Clause:
In this Assignment, unless a clear contrary intention appears: (a) the singular includes the plural and vice versa; (b) reference to a Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Assignment, and reference to a Person... | Label: Construction |
cab81298-1566-4e6a-87a1-6515e6f86130 | Clause:
There is no Action pending or threatened in writing against Blocker Seller or its Affiliates (other than the Company and the Company Subsidiaries) (i) which has had or would have a material adverse effect on the ability of Blocker Seller to perform its obligations under this Agreement or (ii) which seeks rescis... | Label: Litigations |
e37a2c59-84b5-4379-beca-2e01afbde070 | Clause:
It is understood and agreed by the Parties that money damages may be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy of any such breach of this Agreement, includi... | Label: Specific Performance |
294a12e2-846b-48a9-8bd3-c64eda61dbd7 | Clause:
As of the Closing Date, the Borrower and its Subsidiaries (on a consolidated basis) are and, immediately following the consummation of the Transactions and the financings related thereto, will be, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Solvency |
61acc126-7798-4b64-8cad-53eded7ef15d | Clause:
Each party represents, warrants and covenants that, to the best of its knowledge, Landlord and Tenant are not in default of any of their respective obligations under the Existing Lease and no event has occurred that, with the passage of time or the giving of notice (or both) would constitute a default by either... | Label: No Defaults |
8227e755-f002-41ec-9601-94647577293f | Clause:
The term of this Agreement shall commence on the Effective Date and shall continue for so long as Foley serves as Chairman of the Board (the “Term”). Notwithstanding any termination of the Term or Foley’s services, Foley and the Company agree that Sections 7 through 9 shall remain in effect until all parties’ o... | Label: Terms |
d6fee77f-1bf1-401b-9f16-0763736e93b4 | Clause:
You acknowledge that this Separation Agreement, the EC DAIP, the EC LTIP, the LTI, and the Equity Plan and Equity Agreements, except as those have been modified herein, and the Company's 401(k) plan and other retirement and deferred compensation plans referred to herein, constitute the complete understanding be... | Label: Entire Agreements |
984911f3-ddfd-4641-b1ab-f8c57aac2c8d | Clause:
This Agreement may be executed (including by facsimile or other electronic transmission) in one or more separate counterparts, each such counterpart being deemed an original instrument, and all such counterparts will together constitute the same agreement.
Task: Classify this clause into ONE of these types (ex... | Label: Counterparts |
12cb6000-86a0-48b9-89c9-cb5e57ae8409 | Clause:
The Restricted Units shall be automatically forfeited if the Participant ceases to be employed by the Company or an Affiliate at any time during the Restricted Period, except as provided in a separate employment agreement with the Participant, or as provided in Section 5, or as provided in Section 3 of this Agr... | Label: Forfeitures |
a6aa31dc-4f9f-430a-80a6-70de08d16246 | Clause:
This Agreement shall be deemed to be a contract made under and shall be governed by, construed and enforced in accordance with the laws of the State of Texas. Without limiting the intent of the parties set forth above, (a) Texas Finance Code Chapter 346 (which regulates certain revolving loan accounts and revol... | Label: Governing Laws |
e2922358-f0ae-40c7-ba21-4f292b798c60 | Clause:
Owner shall be liable for the costs and expenses of maintaining and operating the Project, and except as otherwise specifically provided in this Agreement, Owner shall pay for all reasonable costs and expenses incurred by Manager in connection with the maintenance or operation of the Project and the performance... | Label: Expenses |
97054d53-01cd-47bc-a937-b59f34c8b09b | Clause:
This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which 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 Laws, Applicable Laws,... | Label: Counterparts |
9daeec2a-3f95-4470-8e6f-20e828f82d0d | Clause:
If any term or provision (in whole or in part) of this Exchange/Subscription Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Exchange/Subscription Agreement or invalidate or render unenforcea... | Label: Severability |
16c7bce1-8fe2-4ce9-854f-5a27d3abdc60 | Clause:
To the extent permitted by its Certificate of Incorporation and By-laws and subject to applicable law, the Company will indemnify, defend and hold Executive harmless from and against any claim, liability or expense (including reasonable attorneys’ fees) made against or incurred by him as a result of his employm... | Label: Indemnifications |
d72fd62b-4241-4686-8f2b-4f51cf4bfdd2 | Clause:
Attached hereto on Schedule 3.11 is the correct and complete list of each of the Borrower’s Subsidiaries as of the Effective Date identifying as to each such Subsidiary its name, the jurisdiction of incorporation or formation, each member or shareholder or other owner of an interest in such Subsidiary, the numb... | Label: Subsidiaries |
dfa783e6-e633-44fe-a8c0-27b0355d2296 | Clause:
(a) The Borrowers agree to pay to the Administrative Agent for distribution to each Non-Defaulting Lender a commitment commission (the “ Commitment Commission ”) for the period from and including the Second Restatement Effective Date to and including the Maturity Date (or such earlier date on which the Total Co... | Label: Fees |
ce359139-cab6-4bd5-85e3-247e1107f975 | Clause:
If Landlord shall institute proceedings against Tenant and a compromise or settlement thereof shall be made, the same shall not constitute a waiver of any other covenant, condition or agreement herein contained, nor of any of Landlord’s rights hereunder. No waiver by Landlord of any breach shall operate as a w... | Label: No Waivers |
45e00ba8-44c5-4076-9580-fee2b199bbcf | Clause:
This Agreement and the Exhibits attached hereto constitute the entire agreement between the Parties respecting the subject matter hereof and there are no verbal or collateral understandings, agreements, representations other than as expressly set forth herein and therein.
Task: Classify this clause into ONE of... | Label: Entire Agreements |
e49bb901-c45d-441d-b3b9-aa065d5de8b4 | Clause:
The Board may amend or terminate the Plan at any time, provided, however, that the Board shall not amend the Plan without stockholder approval if such approval is required in order to comply with the Code or other applicable laws or to comply with applicable stock exchange requirements.
Task: Classify this cla... | Label: Amendments |
0a2969aa-bc97-4be8-a1c0-d7329b2721ba | Clause:
It is the intention of both the Company and the Recipient that the benefits and rights to which the Recipient could be entitled pursuant to this Agreement either comply with or fall within an exception to Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder (... | Label: General |
61843c0f-d4f6-42e5-b8ec-5bfe5728750f | Clause:
Any notice required or permitted to be given under this Agreement shall be sufficient if it is in writing and is delivered in person or sent by certified mail, return receipt to (i) his current residence, in the case of the Executive, or (ii) the President at Lindsay’s principal corporate office, in the case of... | Label: Notices |
2a82d606-5124-476a-b7f7-48b5447c7541 | Clause:
The Executive acknowledges that in the event of any breach or threatened breach of this Section 7 , the business interests of the Company and the Company Affiliates will be irreparably injured, the full extent of the damages to the Company and the Company Affiliates will be impossible to ascertain, monetary dam... | Label: Enforcements |
6b9d0810-fa02-4ee5-9623-70f315c9655f | Clause:
As of each Valuation Date, any amounts which have become forfeitures since the preceding Valuation Date shall first be made available to reinstate previously forfeited Account balances of previous Participants who have unclaimed benefits, if any, in accordance with Section 6.9. The remaining forfeitures shall b... | Label: Forfeitures |
4b129439-7fa3-4bc9-b9be-c43113f56aa7 | Clause:
The Amendment Effective Date shall have occurred on or before September 15, 2016.
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 Sal... | Label: Effective Dates |
2d93c714-c471-486d-8da3-c788ccc4f9d9 | Clause:
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Promissory Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Notices |
dd39cdc3-6f14-40ef-a19f-73f2c3bbcf49 | 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 Stock to change, such as a stock dividend, stock split, spinoff, rights offering or reca... | Label: Adjustments |
5dc501db-bca2-4a2d-9d9f-56b12c280212 | Clause:
This Lease constitutes the legal, valid and binding obligation of Lessor, enforceable against Lessor in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Enforceability |
099f8382-d27c-4f10-8504-6182de68ffbf | Clause:
This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Facsimile or other electronically delivered copies of signature pages to this Agreement shall be treated between the parties as original sig... | Label: Counterparts |
f284a98b-b5a3-4a9b-9f38-36e178f27473 | Clause:
Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered electronically, personally, or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you in its recor... | Label: Notices |
c1ef799f-e2dd-4842-963b-cd18e48aad62 | Clause:
This Agreement may be executed in counterpa1ts; each such counterpart shall be deemed an original; and all counterparts so executed shall constitute one instrument and shall be binding on al l of the patties to this Agreement notwithstanding that all of the parties are not signatory to the same counterpart.
Ta... | Label: Counterparts |
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