id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
1159e94a-6f48-4e14-ba14-7342b0c156b4 | Clause:
Effective as of the date this Agreement has been fully executed by both parties (the “Forfeiture Date”), Krafcik shall surrender and forfeit, and the Company shall accept, the Forfeit Options as set forth in Exhibit A .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Forfeitures |
7ccd213a-b163-4085-883b-b075b209297e | Clause:
The Company and its Subsidiaries have filed all United States federal tax returns and all other material tax returns which are required to be filed by any Governmental Authority and have paid all taxes shown as due pursuant to said returns or pursuant to any assessment received by the Company or any of its Subs... | Label: Taxes |
d8dff52e-eedf-4268-8cdc-d8347ff334f7 | Clause:
Unless the Committee determines otherwise, effective upon the date of the Change of Control, (i) all outstanding Options and SARs shall automatically accelerate and become fully exercisable, (ii) the restrictions and conditions on all outstanding Stock Awards shall immediately lapse, and (iii) all Stock Units, ... | Label: Notices |
5ebb3430-e654-4602-bc71-df49aac0e984 | Clause:
The effective date of this Agreement (the “ Effective Date ”) shall be the date that the Executive commences employment with the Company. The Effective Date shall be January 1, 2016 or such earlier date that the parties can agree to.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Effective Dates |
4ad844fb-84ce-497b-a9f0-e302429caa88 | Clause:
The Administrative Agent shall have received from the Borrower a notice of such Borrowing as required by Section 2.02.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Notices |
8171ddcf-3ae0-4d6d-94f8-d053d06a896a | Clause:
The registration rights provided for in this Article II shall terminate upon the earlier of the sale, transfer, or forfeiture, as applicable, of all Registrable Securities, except for the provisions of Section 2.4 , which shall survive any such termination.
Task: Classify this clause into ONE of these types (e... | Label: Terminations |
875b79fd-c2d8-4975-869b-d111437f7b5f | Clause:
After Attainment of Early Retirement Age . If a Participant dies after attaining Early Retirement Age while on Disability, his Surviving Spouse or Eligible Children will be entitled to receive (in accordance with Sections 4.6 and 4.7) a benefit equal to fifty percent (50%) of the Participant’s Early Retirement ... | Label: Death |
6e645bf5-f3f2-4c69-8604-c6aada25348b | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
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: Governing Laws |
0e8d724c-c294-4706-82f5-053128839671 | Clause:
If the Premier Group shall be required to withhold any amount by reason of any federal, state or local tax laws, rules, regulations or court decisions in respect of the payment of an earned Award, the Premier Group shall be entitled to deduct or withhold such amounts from any Award payments to a Participant or ... | Label: Tax Withholdings |
eb083491-ff62-42ca-aac3-431724e24bac | Clause:
The Borrower agrees to pay, and save the Bank harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of this Agreement or the issuance of the Note, which obligation of the Borrower shall survive the termination of this Agreement.
Task: Classify ... | Label: Taxes |
4af40a21-1d6b-4eb2-a5cf-a8c6eb862910 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, comply with all Requirements of Law 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. The Borrower will maintain in effect ... | Label: Compliance With Laws |
fd6dc37e-d320-4748-a278-4f62953ad1a0 | Clause:
This Agreement shall terminate, except to the extent that any obligation of the Company hereunder remains unpaid as of such time, at midnight on June 30, 2018, unless a Change in Control occurs on or before such date, in which case this Agreement shall terminate or twenty-four (24) months following the date of ... | Label: Terms |
5dec8fc4-dbe8-4fb8-8056-5ba8a81ecebd | Clause:
This Work Letter shall set forth the obligations of Landlord and Tenant with respect to the improvements to be performed in the Premises for Tenant’s use. For the purposes of this Lease, “ Landlord Work ” consists of: (i) the Base Building Work described on Exhibit 3-1 , (ii) Tenant Improvement Work with respec... | Label: Definitions |
418bf5a4-1ec9-4270-8c73-0a8503156a1e | Clause:
Each Party further waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any proceedings relating to this Fourth Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Waiver Of Jury Trials |
0886b546-e006-4ee2-bdd7-a14a75de5bce | 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 writ... | Label: Assignments |
872bf317-0c48-4e0d-a3c6-3c855fccf613 | Clause:
The provisions of this Section shall survive the termination of this Agreement and will be construed as independent of any other provision of this Agreement, and the existence of any claim or cause of action by the Participant against the Company, whether predicated on this Agreement or otherwise, will not cons... | Label: Survival |
3c5d3174-da02-42f1-ba28-93238ab9fcf2 | Clause:
For purposes of the Award, the terms “ Cause ,” “ Change of Control ,” “ Disability ,” “ Good Reason ” and “ Retirement ” have the meanings ascribed to such terms on Exhibit B hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Defined Terms |
3b0b29f2-9e45-46d7-aaa4-f63e8a6e8295 | Clause:
This Operating Agreement and any amendments may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Counterparts |
33cee533-3573-4e60-aa26-94578afbd055 | Clause:
At no time during or within three (3) years after Executive’s cessation of employment for any reason shall the Executive, directly or indirectly, disparage the Company Group or any of the Company Group’s past or present employees, officers, directors, attorneys, products or services. Notwithstanding the foregoi... | Label: Non-Disparagement |
64ddc117-8966-4134-a93c-6343138f53c0 | Clause:
The Executive is hereby employed on the Effective Date as the Chief Executive Officer of the Company. In this capacity, the Executive shall have the duties, responsibilities and authority commensurate with such position as shall be assigned to him by the Board of Directors of the Company (the “ Board ”). In his... | Label: Employment |
2b3769cf-b29a-4628-b379-f3dae9399b50 | Clause:
All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board of Directors of the Company and shall be in writing. Any denial by the Board of Directors of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth... | Label: Arbitration |
23f5988d-7f01-4992-80bc-1c94590afc31 | Clause:
The execution and delivery by such Borrower of the Loan Documents, the consummation of the transactions therein contemplated and compliance with the provisions thereof (i) do not require any consent or approval of, registration or filing with or any other action by any governmental authority, except such as (x)... | Label: No Conflicts |
8620278f-c0ac-451d-97b4-4ccbba1a25b8 | Clause:
Sauers represents and warrants to the Company that neither his entry into this Agreement nor his performance of his obligations hereunder will conflict with or result in a breach of the terms, conditions or provisions of any other agreement or obligation to which Sauers is a party or by which Sauers is bound, i... | Label: No Conflicts |
79d4abcd-c930-4e28-9b89-acf8b9adb6b3 | Clause:
Any amount due from Tenant to Landlord hereunder which is not paid when due shall bear interest at an annual rate equal to the greater of (1) five percent (5%) per annum in excess of the prime rate of interest announced, from time to time, by JPMorgan Chase & Co . or (2) twelve percent (12%) per annum (but in n... | Label: Interests |
ade4f910-5eaa-4f89-80b9-907bfd84df35 | Clause:
Use the proceeds of any Extension of Credit for any purpose other than (i) refinancing the obligations of the Borrowers (other than MAIT) under the Existing Credit Agreement and (ii) working capital and other general corporate purposes of such Borrower and its Subsidiaries; provided, however, that such Borrower... | Label: Use Of Proceeds |
beb46470-e99b-45ce-b028-233c4f922e70 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
a6ffe2c0-79df-4495-92df-37d6c19b50ac | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties hereto, and shall not be assigned or transferred by the SIA by operation of law or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Successors |
61efbe13-9ace-45b0-86a5-a856fc48eb11 | Clause:
The Company hereby represents and warrants to the Stockholders, as of the date of this Agreement and as of the date of the Company Stockholder Meeting, as follows: (a) the Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to c... | Label: Representations |
716a8fe0-be41-4359-b784-9e8f3114088a | Clause:
The execution, delivery and performance by any Loan Party of the Loan Documents to which it is party and the compliance with the terms and provisions thereof (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been o... | Label: No Conflicts |
46fa6b23-ab08-4be7-af70-a94592ef5d4d | Clause:
During the Term, the Executive shall be entitled to receive a base salary at the annual rate of $540,000, subject to increase or decrease, only if salary decreases are concurrently implemented across the senior executives of the Company, as determined by the Board or its Compensation Committee from time to time... | Label: Base Salary |
c8a7449e-35eb-4861-9b31-202fa15b5416 | Clause:
Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Transfer and Contribution Agreement or in the Receivables Financing Agreement (as defined in the Transfer and Contribution Agreement).
Task: Classify this clause into ONE of these types (ex... | Label: Definitions |
e3a51700-7a89-42f7-a017-185e7d08954e | Clause:
Subject to the terms and conditions of this Agreement, Employer shall engage Employee, and Employee hereby accepts employment, in the position of Chief Operating Officer, with all the duties, responsibilities and authority normally associated with such position. Employer and Employee acknowledge that, as Chief ... | Label: Positions |
16c7191c-92fd-4b4e-8aaf-b0b65a422cd2 | Clause:
Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at his last known address on the boo... | Label: Notices |
caa1f2a7-a8c5-4e4e-8c37-7bc58c3a7dd5 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile (including, without limitation, by “”pdf”) shall be effective for all purposes.
Task: Classify this clause in... | Label: Counterparts |
620f44ff-293d-440f-81b5-bdc051fa1e54 | Clause:
Notwithstanding anything in this Agreement to the contrary, from and after the date hereof the Company agrees to indemnify, defend and hold harmless each Backstop Party and their respective Affiliates and each of their respective officers, directors, partners, employees, agents and Representatives (the “ Indemn... | Label: Indemnifications |
732bb098-c3da-4a93-bc12-eea4fee8c095 | Clause:
If any provision of this General Release is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions. On the contrary, such remaining provisions shall be fully severable, and this General Release shall be construed and enforced as if... | Label: Severability |
55027d70-bdc7-4784-9ca9-61a18f4aa90c | Clause:
(a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- ... | Label: Fees |
0f031af4-edc4-4ed1-9e6d-3967965ab7a6 | Clause:
(a) One or more ERISA Events shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, or (b) any fact or circumstance shall exist that could reasonably be expected to result in the imposition of a Lien or s... | Label: Erisa |
da2e3239-f551-4f94-b0b5-9c46f6022539 | Clause:
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “ including ” in this Agreement shall be by way of example rather than by limitation.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Interpretations |
a2a33d13-03f3-441b-ae43-6fbb81bb85c5 | Clause:
During the Term, Executive shall be entitled to participate in the benefit plans and programs commensurate with Executive’s position, that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such plans.
Task: Classify this clause into ONE of... | Label: Benefits |
9d501c37-878d-4571-a3d2-c0af144fc772 | Clause:
Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company, the number of Units set forth opposite such Investor’s name on Exhibit A hereto under the heading “Uni... | Label: Closings |
72e4927c-59d5-45b8-9156-79a2ae090a91 | Clause:
Each of the parties hereto shall bear its respective expenses incurred or to be incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except that TWH shall reimburse NCAP in an amount equal to 50% of the legal fees incurred in conn... | Label: Expenses |
1f3ea6b5-5651-45ee-a15e-4d2483f195f8 | Clause:
At the Closing to occur as of the Closing Date, the Company shall pay on behalf of the Buyer or reimburse the Buyer for its legal fees and expenses incurred (which may be added to Buyer’s Note, if so desired by Buyer) in connection with this Agreement in the amount of $12,500. Each party shall do and perform, o... | Label: Further Assurances |
cccdc4aa-56b4-46fe-83bf-762c5ac730b2 | Clause:
The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted or payment due under the Plan the amount of all federal, state, local and non-United States taxes due in respect of such Award or payment and take any such other action as may be necessary or appropriate, as determined b... | Label: Withholdings |
aadef056-5e0f-407d-b2ff-17f473b99dfc | 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 email, facsimile or other elec... | Label: Counterparts |
f03cc79e-3186-4f96-95b8-c60c6db99f5c | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a part... | Label: Counterparts |
b528c282-9bee-49c9-ae8a-c65c0955ac46 | Clause:
Except as disclosed in the SEC Filings or in connection with the transactions contemplated by the Transaction Documents, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any material transaction with the Company or any... | Label: Transactions With Affiliates |
27efe548-03a4-4e75-b952-8750940c6269 | Clause:
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signatu... | Label: Counterparts |
52b3752d-59b9-4d99-8c5a-11ff762692ef | Clause:
If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated as a result of such decision.
Task: Class... | Label: Severability |
91af81fd-39d5-4f1a-bb4b-81317c982c16 | Clause:
Undisclosed Liabilities .
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, Benefits, Binding Effects, Books, Brokers, Capitali... | Label: Financial Statements |
298a7d00-2e6d-4064-a32f-53531471e070 | Clause:
Each Grantor covenants and agrees that within the time periods provided in the Credit Agreement, it shall take all actions necessary or desirable, including those specified in Section 4.04(d)(iii) , to: (w) establish Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) o... | Label: Agreements |
5647b6d2-5448-4d68-80c9-58a987d2d88b | Clause:
This Agreement, the Warrant Agreement and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter con... | Label: Entire Agreements |
4b45db98-22c2-497a-8143-32df2db6ea81 | Clause:
During the Term, while the Executive is employed by the Company, the Company shall compensate the Executive for his or her services as set forth in this Paragraph 3. The Executive recognizes that during the Term of the Agreement, the Company reserves the right to change from time to time the terms and benefits ... | Label: Benefits |
095e584a-757a-4cf1-98a3-24c70692a458 | Clause:
This Agreement, the Notes, the Loan Documents and the Collateral Documents and all documents provided for herein and therein and the rights and obligations of the parties thereto shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts o... | Label: Applicable Laws |
e0347367-b6fe-4c2e-bcff-da1db6e2b271 | Clause:
Promptly after any Responsible Officer of the Company or any of its Restricted Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under the Senior Notes Indenture or any refinancing thereof or an... | Label: Notices |
0058dacc-8069-42d5-9dd1-7ee037b20cbc | Clause:
Participant and Tiffany agree that any and all disputes arising out or relating to the interpretation or application of this instrument, including any dispute concerning whether any conduct is in violation of Section 2 or 3 above, shall be subject to arbitration in New York, New York, under the then existing Co... | Label: Arbitration |
e931df8b-9098-419a-95bd-46e7f96168f4 | Clause:
(a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 12.01 ) to take any action requeste... | Label: Liens |
81b0b8ef-f608-495d-8f8b-ccda91a6e525 | Clause:
No waiver of any provision hereof shall be binding upon a party unless such waiver is expressly set forth in a written instrument which is executed and delivered by or on behalf of the waiving party by an officer of, or authorized representative for, such party. Such waiver shall be effective only to the extent... | Label: No Waivers |
2be80f5a-e847-4f83-b81e-b75d589c6b02 | Clause:
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and assigns, provided that no Pledgor may assign any of its rights or obligations under this Agreement except ... | Label: Miscellaneous |
a0c01ba5-3519-4ec2-a448-e477132dfe3f | Clause:
Subject to and upon the terms and conditions set forth in this Agreement, the Company agrees to sell and issue to the Purchasers, severally and not jointly, and each Purchaser hereby agrees to purchase from the Company, at the Closing (as herein after defined), that number of Shares and that number of Warrants ... | Label: Sales |
d66b396b-5859-4029-8fd5-8721f3d29510 | Clause:
Each Lender agrees that it will not disclose, without the prior consent of Borrowers, confidential information with respect to Borrowers, any Obligor or any of their respective subsidiaries which is furnished pursuant to this Agreement and which is specifically designated as confidential in writing by Borrowers... | Label: Confidentiality |
935c874f-484a-4876-983b-52cfcb9f8672 | Clause:
The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties of the security interest in the Collateral, as contemplated... | Label: Authority |
7f41c9d3-f163-4f59-b4ba-bd339e55a419 | Clause:
This Agreement will commence on the Effective Date and shall continue until, and shall end on, May 16, 2019. This Agreement will terminate automatically on the death of Consultant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Terms |
f611b392-1e49-45ae-ba0d-d37e153a8f5a | Clause:
Any notice or other communication given under this Agreement shall be in writing and shall be provided in the manner, and deemed delivered at the time, set forth in the Amended and Restated Omnibus Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Notices |
7230f0b7-60b6-4a06-a56a-78c83823db10 | Clause:
The provisions hereof shall be governed and interpreted in all respects pursuant to the substantive laws of the State of New York without regard to its conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Governing Laws |
bf291d86-c188-4d9d-bc94-b28ab293eb54 | Clause:
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Credit Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Credi... | Label: Binding Effects |
1581bcb1-be9c-4aed-b69b-d585e12b9e0c | Clause:
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such de... | Label: Severability |
7587fd70-e71b-4628-9ee0-24964ac8853a | Clause:
The Plan and the accompanying Adoption Agreement shall be construed, administered and enforced according to ERISA, and to the extent not preempted thereby, the laws of the Commonwealth of Massachusetts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Governing Laws |
056f8147-e685-4971-a553-ce2df091e247 | 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 neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the ... | Label: Successors |
58fa11f5-3669-4b4d-b0fb-e81db3142646 | Clause:
This Agreement may be executed in one or more counterpart signature pages, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, which shall be binding upon all of the parties hereto notwithstanding t... | Label: Counterparts |
b7a68700-d76c-4dd5-940f-569990e405aa | Clause:
All notices must be written and sent to the address of the Party first set forth above. All notices must be given (a) by personal delivery, with receipt acknowledged, (b) by facsimile followed by hard copy delivered by the methods under (c) or (d), (c) by prepaid certified or registered mail, return receipt req... | Label: Notices |
6becfb5d-e9ae-4217-ab5f-aef86372ab49 | Clause:
Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document, and in each case at the expense of the Borrower, promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable Laws (1) corr... | Label: Further Assurances |
26c767d7-ec08-49cb-9c8d-aff7f72e8ab6 | Clause:
In addition, Tyson will pay directly or reimburse you for all business expenses you incur in the discharge of your duties as a consultant, which will be documented in a manner consistent with Tyson’s expense reimbursement policy for senior executives.
Task: Classify this clause into ONE of these types (exactly... | Label: Expenses |
177bb3b7-0aa9-4dff-9536-306f5f291eba | Clause:
The Company and the Seller are fully able, authorized and empowered to execute and deliver this Agreement, the Debt Assumption Agreement and any other agreement or instrument contemplated by this Agreement and the Debt Assumption Agreement and to perform their respective covenants and agreements hereunder and t... | Label: Authorizations |
6eba5883-2bdc-450e-b5dd-d46bfda0df7b | Clause:
Notices from Lessor to the Leasehold Mortgagee shall be mailed to the address furnished Lessor pursuant to Section 22.1 and those from the Leasehold Mortgagee to Lessor shall be mailed to the address designated pursuant to the provisions of Section 34.1 hereof. Such notices, demands and requests shall be given ... | Label: Notices |
22a4013a-dd29-4e5c-a22f-dee85f3e1aa9 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b... | Label: No Conflicts |
920b478d-ee1e-42a4-ae6d-d8ecbf48298e | Clause:
This Amendment will be governed by and construed in accordance with the laws of the State of New York without regard to applicable principles of choice or conflicts of law that would cause application of the laws of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Governing Laws |
3beb5a37-4aca-4763-8590-b96c1e1c968e | Clause:
At the closing of any sale to the Company and/or a Member pursuant to this Section 7, the Company and/or the Other Member exercising its right of first refusal shall remit to the Selling Member the consideration for the total sales price of the Membership Interest being purchased by the Company or such Other Me... | Label: Closings |
e84436e7-ad7e-4dd3-83c0-80a48eb611a2 | Clause:
Each Loan Party, and all directors, officers, agents, employees or Affiliates of the Loan Parties have conducted their business in accordance with Anti-Corruption Laws in all material respects and have instituted and maintained policies and procedures which are reasonably expected to achieve compliance with suc... | Label: Anti-Corruption Laws |
d166bf46-17a2-49ff-bd62-9fe1d4ded34d | Clause:
As of the Closing, neither Shentel nor any Affiliate thereof will be in conflict with, or in default or violation of, in any material respect, any Laws applicable to the FCC Licenses. Neither Shentel nor any Affiliate thereof has received notice of any formal or informal complaint or order filed against Shente... | Label: Compliance With Laws |
e29d7bb1-8802-4629-bded-62673862d95a | Clause:
Each party agrees that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof. Accordingly, each of the parties hereby consents to the issuance of injunctive relief without bond by the Delaware Court of Chancery to prevent breaches of th... | Label: Specific Performance |
ebe15033-da07-4858-9a0c-ac150d82c34a | Clause:
Any and all notices, requests, documents or other communications or deliveries required or permitted to be given or delivered hereunder shall be delivered in accordance with the notice provisions of the Subscription Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Notices |
71bb9013-fb45-43a0-b243-6beb056e841b | Clause:
This Agreement may be executed on two or more separate counterparts (including by means of telecopied or electronically transmitted (including in .pdf or .tif formats) signature pages), each of which will be an original and all of which taken together will constitute one and the same agreement.
Task: Classify ... | Label: Counterparts |
c2526f38-4f58-4b40-b2f2-42f4ab17e7de | Clause:
From time to time, at the request of QLT and without additional consideration, the Stockholder shall use commercially reasonable efforts to execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take su... | Label: Further Assurances |
01c7cdbe-3a63-4b14-905b-a3520649ba67 | Clause:
Except as otherwise defined in this Amendment No. 1, terms defined in the Amended Credit Agreement are used herein as defined therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Definitions |
96868aaf-1f16-4f8d-a157-8c7f1a9a27ad | Clause:
This Agreement may be executed in any number of counterparts and by facsimile, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Counterparts |
f307f5c4-8778-4c12-b3d5-9fdb0d123a08 | Clause:
This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which together shall constitute one and the same Agreement. Each Party may execute this Agreement by signing any such counterpart.
Task: Classify this clause into ONE of these types (exactly... | Label: Counterparts |
24b685fa-3a93-43d5-8b89-8b41f59b1fb6 | Clause:
This Agreement shall not be assignable by Employee. This Agreement may be assigned by Evercore to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of Evercore; provided such person or entity agrees to abide by the terms of this Agreement. Upon s... | Label: Assignments |
5ee5a0bb-efa3-4f02-902f-de6b5b321e20 | Clause:
Other than the Lien created by this Agreement and the other Loan Documents, Borrower shall not at any time directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to (a) any of its properties or assets, including, without limitation, the Collateral, or (b) any Equity Interest... | Label: Liens |
00363c53-b3cd-4bf4-bbae-eef2200a51e8 | Clause:
If other than a natural person or persons, Borrower shall preserve and maintain its existence and all of its rights, privileges and franchises; conduct its business in an orderly, efficient, and regular manner; and comply with the requirements of all applicable laws, rules, regulations and orders of a governmen... | Label: Existence |
3e6d3491-22c0-43aa-bdd9-e4a11983b7a7 | Clause:
This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. D... | Label: Counterparts |
528a1b9c-7c72-466f-b93b-e478de8b6b50 | Clause:
If Executive’s employment hereunder is terminated prior to the end of the Initial Term of this Agreement as a result of Executive’s death pursuant to Section 7.A above, Executive’s estate shall be entitled to receive an amount equal to the then remaining Base Salary through the end of the Initial Term, paid in ... | Label: Death |
6d182dcc-f511-4daf-a1c9-22371194a513 | Clause:
If, after the initial twenty-four (24) month period of service, and subsequent 12 month periods of service, Medical Center does not provide GKF with a reasonable economic justification to continue providing Gamma Knife services hereunder, then and in that event GKF shall have the option of terminating this Agre... | Label: Terminations |
e812fc85-7d5b-4199-b9ee-8062c13bf53a | Clause:
(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section... | Label: Liens |
4c8ff435-cb0f-4571-8525-2cc1764f3b48 | Clause:
Agent shall have received evidence of insurance required to be maintained by the Provider Companies under the Credit Agreement, which certificates shall name the Agent as additional insured and loss payee, as applicable, except as set forth in Section 5.
Task: Classify this clause into ONE of these types (exac... | Label: Insurances |
69811013-ab20-4703-8248-b2c61c46ed75 | Clause:
Except as disclosed in Schedule 3.10 , there is no Proceeding pending or, to the Knowledge of the Company, threatened against, related to or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, or Governmental Entity (collectively, an “ Action ”) which ... | Label: Litigations |
90bc7236-ef99-4dca-b10a-b11886fe8727 | Clause:
The Administrative Agent and the Lenders waive any Default or Event of Default arising solely due to any or all of the following, to the extent occurring before the Second Amendment Date: (a) Company’s failure to provide (i) the certificate of its independent registered certified public accountant as required b... | Label: Waivers |
59210bf9-1551-46ff-a091-a45c8c582027 | Clause:
The Borrower will execute and deliver to the Administrative Agent such amendments to the Collateral Documents or such other documents, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security in... | Label: Further Assurances |
fca6a6c7-fea0-4c37-97cc-788fa46d5e3a | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate (i) the Organizational Documents of Holdings, the Company or any other... | Label: No Conflicts |
0f97771c-00a6-4fe0-955b-673cead61bb3 | Clause:
Subject to the limitations set forth in this Agreement (including, for the avoidance of doubt, the Agreed Security Principles), the Intercreditor Agreement and the Collateral Documents, at any time and from time to time, at the expense of each Loan Party, such Loan Party will execute any and all further documen... | Label: Further Assurances |
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