id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
2fc3807f-333f-4e72-ab86-b1c96adfe142 | Clause:
The Company shall pay to Executive an annual base salary (“ Base Salary ”) of $250,000 in accordance with the Company’s normal payroll procedures. The Compensation Committee shall review the Executive’s Base Salary no less than annually and may increase (but not decrease) such Base Salary during the term of thi... | Label: Base Salary |
6d6ec528-0df0-4e29-b821-0dec4084a73d | Clause:
Each party hereto 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 the Borough of Manhattan in the City of New York and of the United States District Court of the Southern District of New York, and... | Label: Submission To Jurisdiction |
0305115b-d4e5-4379-ae52-5a723547acf9 | Clause:
Any notices and other communications required or permitted under this Agreement shall be effective if in written form and delivered personally or sent by fax, Federal Express or other generally recognized overnight carrier or by First Class U.S. Mail, with postage prepaid, addressed to the parties at the addres... | Label: Notices |
32a7adcc-5b47-4ca3-ba82-c1c0d9eb8a5b | Clause:
Except for violations or failures that individually and in the aggregate could not reasonably be expected to have a Material Adverse Effect, each Loan Party will (i) file in a timely manner complete and correct U.S. federal and all applicable foreign, state and local tax returns required by law and (ii) pay whe... | Label: Taxes |
20e79c58-68c4-475e-934a-437d9fc49352 | Clause:
GSSI has all governmental licenses, per-mits, authorizations and approvals necessary for the conduct of its business as currently conducted ("Li-censes and Permits"). All such Licenses and Permits are in full force and effect, and no proceedings for the suspension or cancellation of any thereof is pending or, ... | Label: Authorizations |
f88c6679-1260-4ea8-8e07-fc3944f0b78d | Clause:
Except as disclosed in the SEC Filings, the Company and its subsidiaries own, possess or have obtained valid licenses for, or other legal and valid rights to use, the material Intellectual Property necessary for the conduct of the business of the Company and its subsidiaries in all material respects as currentl... | Label: Intellectual Property |
26b8dca7-a441-47ff-b054-422730214556 | Clause:
No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, or of the Note, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom en... | Label: Modifications |
81b5d7e4-c633-494c-a1ee-781fe162094a | Clause:
The Administrative Agent shall have received a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from the Borrower in accordance with Section 2.3(a) or Section 4.2 , as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Notices |
2acfd5e3-3d79-4ce8-8341-bcb39f15ee42 | Clause:
This Agreement, the Merger Agreement, the 2016 Exchange Agreement, the Parent Proxies and the 2015 Exchange Agreement and the transactions contemplated hereby and thereby (i) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with res... | Label: Entire Agreements |
0c0ab2d9-57ee-475d-bdf2-f05b987ddf42 | Clause:
This Agreement, including the Exhibits hereto, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements between the Company and Executive, whether written or oral, relating to any or all matters covered by and contained or otherwi... | Label: Entire Agreements |
2be347b8-537e-408c-870d-333e1d805934 | Clause:
You will serve as Chief Executive Officer, based in Warrenville, Illinois, in accordance with the terms and provisions of this Agreement as well as any employment and other policies applicable to employees of the Company and its subsidiaries from time to time during the term of your employment. You will have th... | Label: Titles |
ad8aeb07-bd23-4050-ad64-31b060c22cea | Clause:
No report, financial statement, certificate or other information furnished (in writing) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Documen... | Label: Disclosures |
2514c3de-87d0-43d9-ad38-c765dde4304d | Clause:
Guarantor hereby represents that none of Borrower, Guarantor or any of their respective affiliates has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Guaranty and/or the other Loan Documents, other than Goldm... | Label: Brokers |
a715cd83-292b-40f5-8924-c8ab930c227b | Clause:
This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes in its entirety any and all prior agreements, understandings, or representations relating to the subject matter hereof. No modification of this Agreement shall be valid unless made in wri... | Label: Entire Agreements |
3563219b-dcaa-439b-a0ca-050640ecb85e | Clause:
The execution, delivery and performance by each Loan Party of the Loan Documents to which such Loan Party is a party (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... | Label: No Conflicts |
63edbbdf-0e23-4a6a-a8bd-936acf93f6ab | Clause:
The Company and the Participant acknowledge and agree that during the Participant's employment with the Company, the Participant will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company an... | Label: Confidentiality |
dbdc39f6-a1b8-496c-bdba-25e085550e4d | Clause:
In the event that any one or more of the provisions contained in this Agreement are held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly on... | Label: Severability |
4c188733-7ad9-4a45-a957-05d8dc423883 | Clause:
The Company shall reimburse Executive promptly for all expenses reasonably incurred by Executive in the performance of his duties in accordance with policies which may be adopted from time to time by the Company following presentation by Executive of an itemized account, including reasonable substantiation, of ... | Label: Expenses |
7780b211-48bf-42ca-a6db-e04af63c595f | Clause:
No representation or warranty by the HCM Managing Member contained in this Agreement or any other document, certificate or other instrument delivered or to be delivered by or on behalf of the HCM Managing Member pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omit... | Label: Disclosures |
dbfa18ac-912f-4711-adf0-8125c293c93e | Clause:
Attached hereto as Schedule 8.2(g) is a list of all Authorizations. Except as described on Schedule 8.2(g) , neither Hersha Owner nor Hersha Lessee has received any written notice of a material default with respect to any Authorization, and to Hersha Owner’s and Hersha Lessee’s knowledge, (i) all Authorization... | Label: Authorizations |
c6995b14-4340-47b3-a939-e9dfea804ef2 | Clause:
The Company carries the insurance set forth on Schedule 10(x) to protect against various risks as outlined. Each insurance policy currently held by the Company is in full force and effect and the Company is not in material breach of or in default under any such policy, except where any such breach or default co... | Label: Insurances |
a338b407-cda4-4d65-ae3e-bc41315f8cd1 | Clause:
Except as expressly amended by this Transfer Agreement, all of the terms and provisions of the Agreement shall remain in full force and effect. This Transfer Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrume... | Label: Miscellaneous |
582ed2c4-d401-42aa-b9d0-eb7c9cff25b1 | Clause:
If any provision of this Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constituti... | Label: Severability |
6a980eec-e2d6-4290-a58e-8a97a5434ead | Clause:
(i) Each Loan shall bear interest on the principal amount thereof from the applicable Borrowing Date or date of conversion or continuation pursuant to Section 2.3, as the case may be, at a rate per annum equal to (A) in the case of LIBO Rate Loans, the LIBO Rate plus the Applicable Margin and (B) in the case ... | Label: Interests |
48e5bd90-1f06-4684-a69b-c22c033d6b27 | Clause:
Nothing in this Joinder Agreement is or will be deemed to (a) make any Party or any employee of such Party the agent, employee, or partner of any other Party, or (b) provide any Party or any employee of such Party with the authority to act on behalf of any other Party or to bind any other Party to any contract,... | Label: Authority |
02b3f548-2b90-4f85-92ad-460dfefd2ade | Clause:
All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred sixty (360) d... | Label: Fees |
5e30dd82-8492-45b4-848c-04b5fc8c02ed | Clause:
In consideration of the Lender’s agreement to modify the Credit Facility in the manner set forth herein, the Borrower, for the Borrower and the Borrower’s subsidiaries, affiliates, agents, employees, representatives, directors, officers, members, managers, successors and assigns (the “ Releasing Parties ”), doe... | Label: Releases |
2f5a660c-80a5-4955-b7b5-506fa3b7e864 | Clause:
Employee will be entitled to paid vacation and holidays in accordance with the vacation and holiday policies of AXOGEN in effect for its employees from time to time. Vacation must be taken by Employee at such time or times as approved by AXOGEN.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Vacations |
b16c681e-3e7c-4f30-b2e4-9eec7679dc86 | Clause:
The Company has advised the Executive and the Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to the Company. All Protecte... | Label: Confidentiality |
427a4cce-3012-46d1-8b95-b0f66e082c7a | Clause:
This Agreement may be executed in any number of counterparts and each such executed counterpart shall be deemed to be an original instrument, but all such executed counterparts together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Counterparts |
3aea0028-5f5f-477e-aaf2-c4080a538da9 | Clause:
ADTRAN, Inc. has no obligation or liability whatsoever to maintain the Plan for any length of time and may terminate the Plan at any time without any liability hereunder for any such discontinuance or termination. Such termination shall comply with Treasury Regulations section 1.409A-3(j)(ix) and other applicab... | Label: Terminations |
bae6ad3c-0f06-46f7-a703-72dc5244feca | Clause:
Any of the rights, powers, preferences and other terms of the Series A Preferred Stock set forth herein may be waived on behalf of all holders of Series A Preferred Stock by the affirmative written consent or vote of the holders of at least fifty percentage (50%) of the shares of Series A Preferred Stock then o... | Label: Waivers |
1a201423-7765-49d2-8ab1-6375d34d7699 | Clause:
The Borrower and each other Covered Party has obtained and holds in full force and effect all patents, trademarks, servicemarks, trade names, domain names, copyrights and other intellectual property rights, free from burdensome restrictions, which are necessary for the operation of its business as presently con... | Label: Intellectual Property |
1fd327fb-ed74-4ad0-8365-4f23ce485b0b | Clause:
Executive is employed as President and Chief Executive Officer and shall have the duties and responsibilities assigned by the Company's Board of Directors, as may be reasonably assigned from time to time. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the ... | Label: Positions |
d16346f1-4a37-4377-b4d2-89f999469114 | Clause:
The Administrative Agent and each Lender agrees to be bound by the confidentiality provisions set out in Section 10.15 of the Credit Agreement with respect to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Confidentiality |
904b0d67-e03c-4d7d-9476-0d76a0669eca | Clause:
This Loan Agreement shall be governed by and construed, interpreted and enforced in accordance with and pursuant to the laws of the Commonwealth of Virginia. In the event that the “choice of law” rules of the Commonwealth of Virginia can be construed or interpreted to require the laws of another jurisdiction to... | Label: Applicable Laws |
9df0030b-4ac7-45d0-9f47-7da0929fb442 | Clause:
Borrower and Lender each hereby waives any and all rights any of them may have to a jury trial in connection with any litigation commenced by or against any of the parties to this Amendment with respect to rights and obligations of the parties hereto under this Amendment or under the Credit Documents.
Task: Cl... | Label: Waiver Of Jury Trials |
5f46bbfa-7afe-44fa-bf6f-bea088b3709e | Clause:
To the extent that Federal laws do not otherwise control, the validity and construction of this Agreement shall be construed and enforced in accordance with the laws of the State of California, but without giving effect to the choice of law principles thereof.
Task: Classify this clause into ONE of these types... | Label: Governing Laws |
2bbf34c4-8fc4-4c8e-ad28-745f1902b916 | Clause:
If you die prior to the Expiration Date, the Employment Term shall be terminated as of the date of death and your beneficiary or estate shall be entitled to receive (a) your Base Salary accrued up to and including the date of death and, thereafter, for a period commencing on such date and ending on the earlier ... | Label: Death |
46a0f83a-85f2-45db-be13-a9f01c7d5644 | Clause:
Cause the Lender to be named as lenders’ loss payable, loss payee or mortgagee, as its interest may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any Collateral, and cause each provider of any such insurance to agree, by endorsement u... | Label: Interests |
036def17-205b-4a07-a284-b217299fcdde | Clause:
The initial term of this Contract (the “ Original Term ”) shall be from the Effective Date through and including December 31, 2019, and shall continue in succession thereafter for one or more Extensions, each a period of twelve (12)-months, beginning each successive January 1, unless the Companies or Seller giv... | Label: Terms |
441ee355-2334-40b5-9aef-fb9c9478b81c | Clause:
Except as otherwise determined by the Committee, at the date of grant or thereafter, upon Termination of Service during the applicable restriction period, Restricted Shares shall be repurchased by the Company for a nominal amount equal to their par value and any accrued but unpaid dividends or Dividend Equivale... | Label: Forfeitures |
56f5f407-a173-44cb-b367-eb4b6d0e1606 | Clause:
The Company shall indemnify and save harmless the Escrow Agent and its directors, officers, agents and employees (the " indemnitees ") from all loss, liability or expense (including the reasonable fees and expenses of in house or outside counsel) arising out of or in connection with (i) the Escrow Agent's execu... | Label: Indemnity |
122d11db-7e02-4fab-a201-50ddcdbb333f | Clause:
Any notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and return receipt requested), or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indi... | Label: Notices |
56a14cfd-fc78-4a14-af67-7267723cee49 | Clause:
The Company or any Parent or Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s employment tax obligation) required by law to be withheld w... | Label: Withholdings |
a65da693-3a72-492e-98f8-3a6171d5bc52 | Clause:
No provision in this Agreement shall be supplemented, deleted, amended or waived except in a writing executed by each of the NOVARTIS Parties and ENDO.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Amendments |
5fed89e0-fdd5-4dff-9bad-15ae21b296dd | Clause:
(a) In consideration of the obligations contained in the letter dated December , 2015 to which this Release is attached (the “ December 2015 Letter ”) and for other valuable consideration, Richard Markee (“ you ”), for yourself, your heirs, dependents, legal representatives, executors, administrators and as... | Label: Releases |
70ca1646-e5b4-4d2d-9e8d-675e5265d01f | Clause:
Neither the execution of this Agreement or the Ancillary Agreements by the Purchaser, the Company and/or their respective Affiliates, as applicable, nor the performance by the Purchaser, the Company and/or such Affiliates, as applicable, of their respective obligations hereunder or thereunder will (a) violate o... | Label: No Conflicts |
4b1a7c70-9a9b-49b8-890c-c09c6383edf2 | Clause:
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. The parties agree that each covenant contained in sections 7(a), 7(b)(i), 7(b)(ii), 7(b)(iii), 7(b)(iv), and 7(c) is... | Label: Severability |
bcd74b42-cd3c-4934-8fa4-8d9fd31c6382 | Clause:
Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the Buyers contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive each Closing. Each Buyer shall be responsible only for its own representations, war... | Label: Survival |
61fd7621-2a98-423b-ab6e-7e54852ee554 | Clause:
If any provision of this Release is held to be invalid, illegal or unenforceable, that provision shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the Releasor as expressed herein, and if such a modification is not possi... | Label: Severability |
0c782d6b-2f27-4004-a759-23fc20347e7c | Clause:
Any notice to Borrower or the Lender hereunder shall be effective when delivered in accordance with the notice provisions set forth in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Notices |
c1eca288-d7b6-4ddd-a79b-dff5a47d19b9 | Clause:
All notices or correspondence provided for herein shall be in writing and shall be (i) personally delivered, in which event they shall be deemed received on the date of delivery, or (ii) sent by certified mail, postage prepaid, return receipt requested, or by a professional courier company which provides a rece... | Label: Notices |
2b879c73-52cf-4588-a321-deb18ac9a900 | Clause:
The Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Connecticut.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Organizations |
adf255bf-f251-4f0e-a265-54a0e80eb380 | Clause:
Waiver of Jury Trial . Employee agrees that the provisions of this Agreement shall be construed in accordance with the internal laws of the State of New York, without regard to the conflict of law provisions of any state. Both parties hereby waive any right to a jury trial .
Task: Classify this clause into ONE... | Label: Jurisdictions |
40a29359-031b-40f9-bcf7-9ec6c7024166 | Clause:
Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2 ), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Sellers’ right, title and interest in and to the Shares. The aggregate purchase price for the Shares shall be $0.00025 pe... | Label: Sales |
038d2dab-ed7f-4887-a34f-17b9544d1664 | Clause:
Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Pennsylvania and has full power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, including the Transferred Assets, and to carry on the B... | Label: Organizations |
6be7a891-6c51-40bc-a382-8760b38d9cf0 | Clause:
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction the remaining terms and provis... | Label: Severability |
7b137ca2-3356-4430-91d6-00390113e54b | Clause:
The proceeds of the Revolving Loans will be used only (i) to finance the working capital needs, and for general corporate purposes, of the Borrower and its Subsidiaries in the ordinary course of business (ii) to finance Permitted Acquisitions and Limited Equity Acquisitions and Permitted Safeguard Distributor T... | Label: Use Of Proceeds |
1eb64aad-e7eb-45c0-a19b-d8f4515a68e2 | Clause:
Except as otherwise provided herein or in the Asset Purchase Agreement, all fees and expenses incurred in connection with or related to this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not such transactions are consummated; provided t... | Label: Expenses |
bebcb6e3-82a5-4d11-aa46-8a0ee9e695a4 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) or the Borrower o... | Label: Participations |
037c4bb1-eea3-4f0c-852d-aeb2b65dfd3b | Clause:
On or after the Effective Date, the Company may issue a press release or otherwise make a public statement or announcement with respect to this Agreement or the transactions contemplated hereby or the existence of this Agreement (including, without limitation, by filing a copy of this Agreement with the Commiss... | Label: Publicity |
2de699ac-964d-4dc2-a65d-7b48ad65f573 | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [t... | Label: Payments |
d5027e43-0fe8-4021-b9f1-476c31a9ec3e | Clause:
This Third Amendatory Agreement and the Loan Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Security Parties and are enforceable against the Security Parties in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, m... | Label: Enforceability |
dcc775b1-3ec7-4d48-be4b-c13ecac71f07 | Clause:
The Renewal Term shall be on all the terms and conditions of the Lease and with the same concessions ( e.g., free rent, tenant improvements and other lease inducements), in Comparable Buildings, as determined by Landlord in good faith and upon comparable lease transactions. The “Base Year” for purposes of calcu... | Label: Terms |
a3b50bdf-c682-4236-835c-6c8514ce0c64 | Clause:
The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other participant.
Task: Classify this clause into ONE of these types (exa... | Label: Waivers |
c9960106-e0c8-48c9-ae35-f02edb3e4f4e | Clause:
The Award Agreement shall apply to and bind the Holder and the Company and their respective permitted assignees or transferees, heirs, legatees, executors, administrators and legal successors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Binding Effects |
80d88e77-4fc3-4a7c-a8ef-28a2af454861 | Clause:
Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including any appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury ... | Label: Waiver Of Jury Trials |
b3d48123-6ed2-4783-965a-ca84eaf6dfb1 | Clause:
Use of Proceeds . On or after the Second Third Amendment Effective Date, use the proceeds of the Term Loan and Extensions of Credit under the Revolving Credit Facility to (a) pay fees, commissions and expenses incurred in connection with the Second Third Amendment and (b) finance ongoing working capital requir... | Label: Use Of Proceeds |
a4b87cc9-367d-42d4-8514-c6f0232ce293 | Clause:
The Borrower owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate,... | Label: Intellectual Property |
61a1145d-eb4f-4f40-8b7f-3aa4b9945dc4 | Clause:
The Senior Purchasers agree to indemnify the Senior Agent ratably in accordance with their respective Senior Notes (or, prior to the issuance of the Senior Notes, their respective Senior Commitments), and the Junior Loan Participants agree to indemnify the Junior Agent ratably in accordance with their respectiv... | Label: Indemnifications |
55cf55d0-d0e2-4957-a435-229ad39d3376 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
4d38e3fc-a2b4-43d4-a506-7becd219d441 | Clause:
If payments of the Principal Amount and accrued Interest, if any, are not made within fifteen (15) business days of written notice, the Interest rate shall be retroactively set at Six Percent (6%) and accrued to the Principal Amount of this Note until such time as payment is made. If any Note payment is not ma... | Label: Remedies |
fa660731-0289-4751-9cb4-28205e920c55 | Clause:
Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Compliance With Laws |
1d836a3f-65ac-472c-bce6-3791f059d65e | Clause:
Assignor has not retained any Person to act as a broker or agreed or become obligated to pay, or has taken any action that might result in any Person claiming to be entitled to receive, any brokerage commission, finder’s fee or similar commission or fee from Assignee in connection with the Transaction.
Task: C... | Label: Brokers |
53ed443d-1d1f-4ec5-bb61-e589da7dfe97 | Clause:
The Maker will at all times maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance and casualty insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry pr... | Label: Insurances |
2911d37b-39ab-45c7-83fa-f780b9e5631a | Clause:
The Agreement and any related Purchase Commitment constitute the entire understanding between the parties hereto with respect to the sale and purchase of each Mortgage Loan hereunder and thereunder and supersede all prior or contemporaneous oral or written communications regarding same. The Seller and the Purch... | Label: Entire Agreements |
4a58a6e6-a894-4539-b1c9-2debded32274 | Clause:
The Parties hereby agree to terminate the respective obligations of the Parties under the Agreement with respect to up to $500 million of the 7.00% Notes that are properly tendered and accepted by the AmeriGas Parties in the Tender Offer.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Terminations |
b0253841-9e58-4b76-a8c7-671fa73ab02a | Clause:
All notices and other communications required or permitted under this Note or the Warrant shall be in writing and shall be delivered personally by hand or by courier, mailed by United States first-class mail, postage prepaid, sent by facsimile or sent by electronic mail directed (a) if to a Holder, at such Hold... | Label: Notices |
2d947fb9-99ca-48d9-86d6-93ad5df5b6a3 | Clause:
The laws of the State of Delaware shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Governing Laws |
65407b34-53de-4e53-84ca-bcf1b14bb26f | 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 Ninth Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Waiver Of Jury Trials |
1bd92b52-604e-4608-911b-d66d96327231 | Clause:
The Borrower has furnished to Agent: (a) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2013, December 31, 2014, and December 31, 2015, and the related consolidated statement of income and cash flow for the period ended December 31, 2015, ... | Label: Financial Statements |
3b4df535-3764-498b-bfb9-d52aafb5e325 | Clause:
This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Delivery of an executed signature page of this Agreement by email or facsimile transmission... | Label: Counterparts |
a5a20a06-7bfd-439f-800d-24fe75e6cbb0 | Clause:
BORROWER AND EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF WASHINGTON SITTING IN SPOKANE COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE EASTERN DISTRICT OF WASHINGTON, AND ANY APPELLATE COURT FROM ANY... | Label: Submission To Jurisdiction |
ab8842b8-5d85-41f6-bd30-3eeb470321cc | Clause:
Neither the Company nor any Holder shall assign all or any part of this Agreement without the prior written consent of the Company and Blackstone; provided, however, that any Blackstone Entity may assign its rights and obligations under this Agreement in whole or in party in connection with a Transfer of Regist... | Label: Assignments |
9007b706-762e-4bac-98b4-87ae276d1bcb | Clause:
This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transf... | Label: Binding Effects |
c605f1a6-06e8-472d-b69b-3a595aa3c82d | Clause:
The Executive acknowledges that Executive has previously entered into, and continues to be bound by the terms of, the Confidentiality and Non-Solicitation Agreement, dated May 28, 2013, with the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Confidentiality |
2bb99cce-e9d2-4d14-9bd0-8d4fe5a07510 | Clause:
Guarantor represents, warrants to and agrees with Lender as to each of the matters set forth below: (a) Guarantor has the power and authority and has full legal rights to enter into this Guaranty and each of the other Loan Documents to which it is a party, and to perform, observe and comply with all of its agre... | Label: Warranties |
d419b2e5-61bb-41b6-b795-c25fc64a26c0 | Clause:
Unless and until the delivery of underlying RSU Shares, the Holder has no rights as a shareholder of the Corporation with respect to the underlying RSU Shares, including no right to vote the underlying RSU Shares or rights to dividends or distributions on the underlying RSU Shares. The Holder’s rights with res... | Label: Duties |
4ec71707-f6d7-4dc4-bf16-90f048f712c9 | Clause:
If the Company at any time proposes to conduct an Underwritten Offering of its equity securities for its own account or for the account of any other Persons (other than an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (... | Label: Participations |
4bab1328-23c8-457c-ae88-a62d76a5e290 | Clause:
(a) Any and all payments by or on account of any obligation of any Loan Party hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if a Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the ... | Label: Taxes |
f6cbe768-a89e-4897-9381-271e6c472d4e | Clause:
The Plan shall be governed by, and construed in accordance with, the laws of the State of Washington, without regard to conflicts of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Governing Laws |
b6f5f2e7-b564-4129-bc7d-b56f35675a3b | Clause:
All notices hereunder shall be in writing, shall be delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, or by express or other delivery service, if to Executive, to his attention at the address set forth below and, if to Company, to the attention of the Board... | Label: Notices |
6a46e2a1-5312-44e0-a2e9-84a27df54293 | Clause:
The Executive hereby agrees that he shall resign from all other positions held by him with the Company and any entity in the Company, including without limitation any position as a director, officer, agent, trustee or consultant unless otherwise agreed with the Company, effective on the date when the Executive'... | Label: Releases |
6c1cdb59-36f2-4b85-a9e4-c5bf222692b9 | Clause:
The proceeds of the Revolving Loans, Swingline Loans and Term Loan will be used only for (a) payment of fees and expenses payable in connection with the Transactions, (b) refinancing the outstanding obligations under the Prior Credit Agreement, and (c) working capital and other general corporate purposes of the... | Label: Use Of Proceeds |
192f4eb8-3389-40ca-b0bc-a8aa155b443b | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemp... | Label: Severability |
69bd00dd-0d89-4377-b7eb-2caf9cf007bd | Clause:
The Purchaser has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser of its obligations under this Agreement has been duly authorized by th... | Label: Authority |
6a652faf-b518-4213-8498-273c525828e9 | Clause:
The consummation of the transactions described herein as more fully described in Section 4 below.
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, Authoriz... | Label: Closings |
a622550d-feaa-498e-a4b9-90b740096d74 | Clause:
Any provision of this Agreement which 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, and any such prohibition or unenforceability in any jurisdiction sha... | Label: Severability |
18a16f18-2211-4491-aba0-c6be4f97659b | Clause:
As a material inducement to the Administrative Agent and each Term Lender entering into this Amendment, which is to the direct advantage and benefit of the Borrowers and the other Credit Parties, each Credit Party, for itself and its respective Affiliates, does hereby release, waive, relinquish, acquit, satisfy... | Label: Releases |
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