id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
69d58d63-36c4-4d9b-946d-9821ab60c14d | Clause:
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the... | Label: Severability |
6ebbb587-dcd9-4536-ae64-0bc99cd07698 | Clause:
The U.S. Facility Loan Parties shall indemnify, hold harmless and reimburse (within ten (10) days after demand therefor) each Credit Party and each Security Trustee for the full amount of any Indemnified Taxes or Other Taxes (including those attributable to amounts payable under this Section) withheld or deduct... | Label: Payments |
438a5ff6-e5c8-415c-8950-b42a1cc75784 | Clause:
This Agreement together with the Option contain the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements (including the Existing Consulting Agreement), and contemporaneous understandings, inducements or conditions, express or implied, written ... | Label: Entire Agreements |
ed1c3055-d00e-4d8d-9f27-21ecae04eec8 | Clause:
This Agreement, along with the documents governing the equity award(s) described in Section 2(b) of this Agreement, constitutes the complete and exclusive Agreement between you and the Company relating to the subject matters addressed in this Agreement. This Agreement may not be amended or modified, except in a... | Label: Miscellaneous |
cc57800f-9a7e-44cf-921d-59a84ef22d71 | Clause:
Each Seller will not enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate, other than any contribution of Contributed REO Property, Contributed Rental Property or Contributed Mortgage Loans to a Seller Pa... | Label: Transactions With Affiliates |
d6f86e4c-00cc-4b13-b6df-3553a2907aee | Clause:
This Plan shall be construed in accordance with and governed by the laws of the State of Georgia, to the extent such laws are not otherwise superseded by the laws of the United States.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Construction |
eee8e6a4-b3eb-439f-b2d6-1ac03ff512bc | Clause:
The Transactions (a) do not require any material 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 Docu... | Label: No Conflicts |
530a4a1f-9304-4646-a130-dd7c271ed6f8 | Clause:
The parties hereby knowingly, voluntarily, and intentionally waive the right any of them have to a trial by jury of, under or in connection with this Letter Agreement or any agreement or document executed in conjunction therewith or any course of conduct, statements (whether verbal or written) or actions of any... | Label: Waiver Of Jury Trials |
bca1d5b8-1f09-4a3d-b835-0b30c9ed7f3b | Clause:
From time to time after the Closing and without further consideration, Sellers and Representative, upon the reasonable request of Buyer, will execute and deliver such documents and instruments of conveyance and transfer as Buyer may reasonably request in order to consummate more effectively the purchase and sal... | Label: Further Assurances |
0c0bb8a1-52a0-4641-b28c-72250b87ea02 | Clause:
The provisions of this Plan shall bind and inure to the benefit of Vertex and its successors and assigns, and the Participant, the Participant's Beneficiaries, and their permitted successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Successors |
4d47a49d-85a5-4a0b-93d6-df2a577f948e | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any ... | Label: Remedies |
4b957378-4c93-420f-9136-cf165a346249 | Clause:
The Parent and the Borrower will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or simil... | Label: Insurances |
75c01876-046d-4911-844d-754a4a2a63d6 | Clause:
EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, A... | Label: Waiver Of Jury Trials |
277dfb83-5b6c-460b-8231-d0b68f62c727 | Clause:
The term of this Agreement (the “ Term ”) shall begin on the Original Effective Date and, unless terminated earlier as provided herein, shall continue in perpetuity.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Terms |
77823537-5d50-450a-8a53-836d07332986 | Clause:
There is no Proceeding pending , or to the Knowledge of GPD or 851 threatened or anticipated against GPD or 851 relating to or affecting the MVP Shares , CSA Shares, the ATM Shares or the Transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Litigations |
cead166b-33f3-4732-84c6-46196fd296f4 | Clause:
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of th... | Label: General |
455cffc8-2218-43c9-9676-28e77e2ee81d | Clause:
During the continuation of any Termination Event, the Agent may, or at the direction of the Managing Agents representing the Majority Investors shall, by notice to the SPV and the Master Servicer, declare the Termination Date to have occurred; provided that in the case of any event described in Section 8.1(d) ,... | Label: Terminations |
cca97c80-e073-47d8-bf47-95d353925639 | Clause:
The Executive agrees that he is bound by the terms of the Confidentiality Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base ... | Label: Cooperation |
a776a99e-bba5-4cbb-8080-51783c939a27 | Clause:
This Agreement, along with the Proprietary Information and Inventions Agreement and Executive’s written equity compensation agreements with the Company, represents the entire agreement and understanding between the Company and Executive concerning Executive’s separation from the Company.
Task: Classify this cl... | Label: Entire Agreements |
67ab4870-acb8-4698-965c-d4a421d88e53 | Clause:
Each party agrees, without further consideration, from time to time after the Closing to (i) execute and deliver further instruments of transfer, assumption and assignment and take such other actions as the other party may reasonably require to transfer, assign to and vest in Purchaser the Assets, including; (i... | Label: Further Assurances |
092d1dea-11b3-4686-8db4-540ffc1670c9 | Clause:
All notices and other communications hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Company as provided in Secti... | Label: Notices |
37e0bcf9-7b74-4a7a-943d-bcc079c4b223 | Clause:
On the Closing Date (as defined below), the Subsidiary shall assign the Loan to the Company, and the Holder hereby consents to such Assignment. The closing of the Assignment and the Exchange shall occur on the date of the effectiveness of a Registration Statement registering the shares of common stock of the Co... | Label: Assignments |
abdb512a-69dd-47c9-8179-a11cc5ae85d9 | Clause:
The Company will pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. You will not have any rights of a shareholder until You have exercised the Options, paid the Op... | Label: General |
1055de71-755b-489d-a38a-4ef57e069816 | 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
d1cc8b73-9cca-426d-a6b5-1cbd1ee28415 | Clause:
Except to the extent that any Letter of Credit provides otherwise, the UCP shall apply to each Letter of Credit. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, except to the extent inconsistent with the UCP, and except to the extent that perfection of th... | Label: Governing Laws |
87dfff69-86d1-484c-8d42-42cad8fac102 | Clause:
This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the President and the successors and assigns of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Binding Effects |
80205149-79b1-40f6-ba86-0b6e90bdfa31 | Clause:
This Amendment shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts and the applicable laws of the United States of America.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Applicable Laws |
b1633c38-0399-4569-b6a9-a015ddad97c2 | Clause:
You agree not to take any action or make any statement, written or oral, or make any posting on any website, blog or by other electronic means, that would reasonably be interpreted to disparage Iron Mountain or its affiliates, or any of their respective officers, directors, employees or agents, or that has the ... | Label: Non-Disparagement |
2ce6102d-c7ee-422d-a90d-519ca6565293 | Clause:
During the Employment Period, the Executive shall receive a base salary equal to three hundred thousand dollars ($300,000) per annum (the “ Base Salary ”). The Base Salary shall be reviewed annually by the Compensation Committee (the “ Compensation Committee ”) of the Company’s Board of Directors (the “ Board ... | Label: Base Salary |
db6f7798-5904-4b1a-84b1-a9fc9694b172 | Clause:
Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan... | Label: Taxes |
eb1d2d91-cd0c-4e0b-8f6f-77fd8a4e6b9c | Clause:
Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, the Shares. The date and time of the Closing shall be 5:00 p.m., Eastern time, on the Closing Date. The Closing shall take place at ... | Label: Closings |
061daa52-e03d-413f-83f1-9d8ee09a7649 | Clause:
Executive agrees that for a period of two (2) years following the Separation Date, the Executive will not take any action or make any statement which disparages the Company or its practices or which disrupts or impairs its normal operations, such that it causes material adverse impact to the Company or its Rela... | Label: Non-Disparagement |
da07500f-bd9e-4063-a302-cb03cfe9a55d | Clause:
Notwithstanding the foregoing paragraph I.4(b), if there is a Change in Control prior to the Measurement Date, then the Performance Award shall become vested and payable, but only on a pro-rata basis in an overall amount that takes into account the time of the Change in Control as compared to the Grant Date and... | Label: Change In Control |
5d636370-d3e5-475c-a7c1-b1d73eb00125 | Clause:
Purchaser has full power, in accordance with law, to execute and perform this Agreement and each other document, instrument or agreement required to be delivered by them hereby (collectively the "Ancillary Agreements"), subject to Purchaser obtaining the consents specified in Section 5.3 below. All necessary ac... | Label: Authority |
2ba3ae6f-3278-439f-9618-c4b3635f203a | Clause:
The waiver by either party to this Agreement of a breach or violation or any provision hereof shall not operate as or be construed to be a waiver of any subsequent breach hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Waivers |
87d09e6d-8f0e-4a69-80e6-7db09f5ba63f | Clause:
This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the laws of the State of California, without giving effect to provisions thereof regarding conflict of laws. Each party hereto ... | Label: Governing Laws |
153d6187-5c1c-40c2-80a6-d47ffb8a2c9c | Clause:
In addition to any amounts otherwise payable by Service Recipient pursuant to this Agreement, Service Recipient shall be responsible, and promptly pay or reimburse Service Provider, for any sales, use, value added, goods and services, excise, transfer, recording or similar taxes, including any interest, penalti... | Label: Taxes |
3467e3ba-c864-42e3-bcca-f8a7aa01f8b3 | Clause:
Except as set forth on Schedule 3.28 , no broker, finder, investment banker or other agent is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the Sellers or the Acquired Compa... | Label: Brokers |
c2062f74-8fc9-4e35-9f25-1910dec22280 | Clause:
(a) The Award shall vest (i) with respect to [INSERT NUMBER OF UNITS] restricted stock units subject to the Award on _______, ____, an additional [INSERT NUMBER OF UNITS] restricted stock units subject to the Award on _______, ____, and the remaining [INSERT NUMBER OF UNITS] restricted stock units subject to t... | Label: Vesting |
421feb24-8433-42c8-9638-5c69cf3d3445 | Clause:
Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delive... | Label: Notices |
91e7d226-a36e-4031-8a89-221a8c39fe53 | Clause:
This Lease shall be construed in accordance with and governed by the laws of the State of Florida, without giving effect to principals of conflict of laws, except where specifically pre-empted by Federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Governing Laws |
f6d9bee9-f163-4456-95e9-68dd257ed182 | Clause:
Except for the security interests granted to the Administrative Agent for the benefit of the holders of the Secured Obligations pursuant to this Agreement and the other Permitted Liens, such Debtor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement ... | Label: Titles |
d1a40a61-60a8-4330-b7ff-2a9383b6eae8 | Clause:
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by telecopie... | Label: Counterparts |
3a195383-3d7a-41e0-94ff-d913226eb54c | Clause:
All payments made by the Guarantor under this Guaranty shall be made free and clear of, and without deduction or withholding for, or on account of, any Taxes. If any such Taxes are required to be withheld from any amounts payable to any Beneficiary hereunder, the amounts so payable to such Beneficiary shall be ... | Label: Taxes |
31070656-9f83-492b-bd19-1f7bba2e5e47 | Clause:
This Agreement shall be governed and - construed in accordance with the laws of the State, without regard to principles of conflicts of law that would apply the laws of another jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Governing Laws |
1b3c6fef-cb73-4e5c-9637-c159c7e9a94b | Clause:
The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of the State of Delaware, without regard to the choice of law provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Governing Laws |
0c8bbe02-899f-40df-8729-975460950d0b | Clause:
Immediately after the consummation of the Transactions and the other transactions contemplated by this Agreement, (i) the fair value of the assets of Holdings and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (ii)... | Label: Solvency |
6174a577-fc67-468f-9274-a1f1e4dbc28b | Clause:
If a Change in Control of the Company (as defined in Section 10(c) below) occurs and Grantee’s employment is terminated by the Company or one of its subsidiaries or affiliates without Cause (as defined in Section 10(d) below) (other than for death or disability) or by Grantee for Good Reason (as defined in Sect... | Label: Change In Control |
b37bc143-9c49-4a1c-852d-f0b058e1e95c | Clause:
DW Animation shall have paid all fees and expenses as required pursuant to Section 3.7 of this Amendment or otherwise in connection with this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Expenses |
17b9cc5b-19e5-4f72-88d6-6f39b14cff33 | Clause:
As of the date hereof, after giving effect hereto, no Default or Event of Default shall have occurred and be continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: No Defaults |
513e6b5b-03e1-4353-b0df-086e893c2434 | Clause:
This Agreement, together with the other Ancillary Agreements and any documents, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, u... | Label: Entire Agreements |
8f7e57f6-4046-42fc-9e04-e08e6d9a8cab | Clause:
The Company hereby employs Executive, and Executive hereby accepts such employment, for a term (as the same may be extended, the “Term”) commencing as of the Effective Date and continuing until April 30, 2020, unless terminated earlier in accordance with the provisions of Section 4. On April 30, 2020, the Term ... | Label: Terms |
51d8bd05-53cd-4527-9c01-da2085e1300b | Clause:
(Also see Section 7 of the Agreement) The receipt of any severance payments or benefits under the Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in favor of the Company and its affiliates in a form provided by the Company (the “Release”), which must beco... | Label: Releases |
f8420979-081f-44f5-87c2-c57b3d1e0e29 | Clause:
The financial statements included in each SEC Filing comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all materi... | Label: Financial Statements |
c9497da1-c02b-4efb-995d-24e8b999f319 | Clause:
This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assignable (whether voluntarily or involuntarily, directly or indirectly or by operation of law) by any party without (i) in the case of a ... | Label: Assignments |
ce09a781-f2e9-4a32-8927-eb2560a59f8e | Clause:
This Amendment, when delivered hereunder, will have been duly executed and delivered by each Loan Party that is party hereto. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party that is party hereto in accordance with its terms, except to the ... | Label: Binding Effects |
4fc52817-9c0f-4e7f-9b7c-d67ca424f6d2 | Clause:
No authorization, approval or consent of, or filing with, any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained or made by the Company for (i) the execution, delivery and performance by the Company... | Label: Approvals |
d0fa4361-1664-49a0-8e93-18cd8bb44f67 | Clause:
The Parties agree to cooperate in executing and delivering such other and additional documents or instruments, and to take all additional actions that may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement.
Task: Classify this clause into ONE of these types (exa... | Label: Cooperation |
f47d710e-c666-4374-9416-c82bcc01d2db | Clause:
Except in connection with the HSR Act or as required under the Credit Facility (which will be terminated at Closing), no consent, approval, order or authorization of, or declaration, filing or registration with, any Governmental Entity or of any other Person is required to be obtained or made by Seller in conne... | Label: Approvals |
3b556ab0-5de2-43d5-9e1b-ff5d2c33760f | Clause:
Notwithstanding anything contained herein to the contrary or in the Credit Agreement, Agent shall not acquire or take any other action with respect to the interests of Pledgor or Stockholders (i) to the extent that such acquisition or such other action constitutes a non-exempt “prohibited transaction” (as such ... | Label: Erisa |
3022c6b0-5450-40ac-a5ac-2b2e9bcb36f0 | Clause:
Notwithstanding any other provision of this Agreement or any other agreement, this Agreement and all obligations hereunder shall terminate and cease to have any force or effect upon the earliest of (a) the Closing, (b) any termination of the Merger Agreement in accordance with its terms and (c) the written agre... | Label: Terms |
738b9482-b2e7-4744-9b0a-6f1888da6235 | Clause:
Centennial has all requisite power and authority to execute and deliver this Agreement and the Assignment Agreement. The execution and delivery of this Agreement by Centennial have been, and the execution and delivery of the Assignment Agreement by Centennial will be, duly authorized by all necessary action on ... | Label: Authority |
79a1ef88-90c7-46d1-bb89-2b1582970372 | Clause:
The parties executed this Lease (as an amendment to and restatement of the 2004 Lease) on _________ __, 2016 (the “Amendment Date,” as defined in the Preamble above). However, the Effective Date of this Lease (as defined in the Preamble above) shall be deemed the June 1, 2004 Effective Date of the 2004 Lease.
... | Label: Effective Dates |
f71893b9-2b30-4b0e-9121-9503c5d6f2ba | Clause:
The Term of this Agreement shall commence on the date hereof, and shall terminate on the one-year anniversary thereof; provided, however, that unless this Agreement has been earlier terminated, the Term shall be automatically extended for additional one (1) year periods, on a year-to-year basis, commencing on t... | Label: Terms |
0605727a-8eea-4c0e-a092-8e6b800de8ee | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority (including the United States Food and Drug Administration and the corresponding Governmental Authorities in Canada and the Republic of Ireland) pending against or, to the knowledge of the Company, threatened aga... | Label: Litigations |
8054de75-8bbf-4739-8305-c9b17df14b93 | Clause:
There is no action, suit, proceeding, claim or investigation by any mediator, arbitrator or Governmental Entity pending or, to Seller’s knowledge, threatened (1) against Seller with respect to the Assets, or (2) that is likely to impede Seller’s ability to consummate the Transaction.
Task: Classify this clause... | Label: Litigations |
90ef06db-a04f-42ba-97a5-dfb0fb695ae5 | Clause:
None of the Loan Parties shall use, and the Loan Parties shall procure that their Subsidiaries shall not use, the proceeds of any Loan in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corrup... | Label: Anti-Corruption Laws |
1da43431-65a6-4cae-81a1-575ffc904475 | Clause:
Except as set forth on Schedule 4.9 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than debt outstanding under the Company’s loan ... | Label: Use Of Proceeds |
150021c8-ea6a-41cf-a674-3d742a134047 | Clause:
All payments made pursuant to this Plan shall be subject to all applicable reporting obligations and any tax or other contributions required to be withheld under Federal, state or local law, or the applicable laws of any non-U.S. taxing authority as interpreted by the Company.
Task: Classify this clause into O... | Label: Taxes |
8a5e310b-e532-4b3f-bbde-2e0a21f76b45 | Clause:
The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the Effective Date, and shall file with the Commission a Current Report on Form 8K, with this Agreement attached as an exhibit thereto, describing the material terms of th... | Label: Disclosures |
0d4a5b26-643a-4510-b7d5-4d56f05e125b | Clause:
This Agreement has been duly and validly authorized (including by a duly appointed special committee of the Board of Directors of the Company consisting solely of directors who are both independent and disinterested), executed and delivered by the Company, and no further consent or action is required by the Com... | Label: Enforceability |
2313d528-932b-457e-a41e-64a3c513f0d6 | Clause:
The Disclosure Schedule and each Exhibit delivered pursuant to the terms of this Agreement must be in writing and will constitute a part of this Agreement. This Agreement, together with the Disclosure Schedule and Exhibits and the Non Disclosure Agreement dated September 4, 2007 by and between the parties, and ... | Label: Integration |
fc8a6cb3-1f6c-4d38-be90-e207bf3b74cf | Clause:
Each person who is or will have been a member of the Board or any committee of the Board will be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed on or reasonably incurred by him in connection with or resulting from any claim, action, suit, ... | Label: Indemnifications |
f7b9c7af-87d3-4872-87a8-3e06eda4d4b4 | Clause:
The execution, delivery and performance of the Transaction Documents to which it is a party by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes) do not, and will not, (i) conflict with or violate any pro... | Label: No Conflicts |
a3bad8ff-8fe2-4bec-b0d0-d826fa01713d | Clause:
This option is granted pursuant to the Plan, a copy of which the Participant acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Terms used herein with an initial capital letter have the meanings assigned to such terms in the Plan unless a different... | Label: Defined Terms |
c840b7c5-adc3-4437-9d11-a390f4e553c1 | Clause:
If the Obligation is paid in full in accordance with the terms of this Deed of Trust, the Note and the Loan Documents, and if Grantor shall well and truly perform all of Grantor’s covenants contained herein, then this conveyance shall become null and void and be released at Grantor’s request and expense and Ben... | Label: Releases |
8c752ebb-d219-49e6-a24a-c0c34680618f | Clause:
The Company shall pay or reimburse Employee for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by Employee during the Employment Period in the performance of Employee’s services under this Agreement; provided that Employee submits proof of such exp... | Label: Expenses |
3f0d04aa-a416-4a38-8218-cb3715ccd3d5 | Clause:
Upon a Change in Control, Grantee is entitled to receive payment for Vested Performance Shares in Common Shares (rounded down to the nearest whole Common Share) on the date of the Change in Control; provided , however , that if such Change in Control would not qualify as a permissible date of distribution under... | Label: Change In Control |
0183efd6-052c-440d-b889-93cca6809012 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before December28, 2016; p... | Label: Terminations |
c9da761d-fb28-45a5-9601-8b26ffc2f5e0 | Clause:
No modification, amendment, or waiver of any of the provisions contained in this Agreement, or any future representations, promise, or condition in connection with the subject matter of this Agreement, shall be binding upon any Party to this Agreement unless made in writing and signed by such Party or by a duly... | Label: Modifications |
545050f4-3f79-436d-91e7-cb2b63b74b74 | Clause:
Each Guarantor irrevocably designates Borrower as the agent for such Guarantor for the purpose of receiving any notices, requests and other communications from Administrative Agent or any other Secured Party pursuant to this Guaranty and agrees that notices provided by Administrative Agent or any other Secured ... | Label: Notices |
49f39be2-c966-418d-b394-8015994c8049 | Clause:
Except as set forth in the Company SEC Documents, there is no action, suit, proceeding nor investigation pending or, to the Company’s knowledge, currently threatened against the Company that (a) if adversely determined would reasonably be expected to have a Material Adverse Effect or (b) would be required to be... | Label: Litigations |
1347be72-f537-4b34-aafd-7c3de2640e64 | Clause:
All computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Lo... | Label: Fees |
5c4faaf1-a944-4006-b711-7b1a30d7d076 | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity,... | Label: Severability |
90ef893e-d376-4a60-b954-18f7e0a9f8bb | Clause:
In the absence of compliance with this provision, no attempted assigning or subletting or other transfer shall be of any force or effect whatsoever.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Assignments |
7693b4b2-4645-4974-80f3-95a801c80467 | Clause:
A Party’s waiver of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of the other Party. No failure or delay by any Party in exercising any right or remedy under this Agreement, and no course of dealing between the Parties, operates as a waiver of... | Label: Waivers |
7c135929-bf03-4e88-b412-e6ecc65284f2 | Clause:
This Agreement shall not become effective in any respect until the Revocation Period as set forth in Section 22(f) has expired without notice of revocation. In the absence of Employee’s revocation of this Agreement, the eighth day after Employee’s execution of this Agreement shall be the “ Effective Date ” of t... | Label: Effective Dates |
61c45ca2-dbda-43f9-9935-367cebec7be3 | Clause:
Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly, each of the parties agrees that, without posting a b... | Label: Specific Performance |
3df48e34-9938-4a32-8920-ae711724a0a1 | Clause:
Other than as set forth in the 8-K Filing (as defined below), the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The... | Label: Disclosures |
3b8169dc-3f53-4edb-b4d4-65a3308e7fa1 | Clause:
Subject to the provisions of Section 6, the term of employment pursuant to this Agreement (the “Term”) shall be one (1) year from the Effective Date and shall be renewed automatically for periods of one ( 1) year commencing at the first anniversary of the Effective Date and on each subsequent anniversary therea... | Label: Terms |
e38c84b6-2652-4b65-bc24-663fc41c51e6 | Clause:
EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Waiver Of Jury Trials |
73be5f65-b7c2-44c1-bbfb-2e88b1ac1cce | Clause:
This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof, except as otherwise set forth herein.
Task: Classify t... | Label: Entire Agreements |
9afe3e04-9ecd-4ef7-a635-ee9162f1896c | Clause:
This Amendment may be executed in one or more counterparts and on telecopy or other electronically reproduced counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a... | Label: Counterparts |
1eae94a6-fdd9-43b8-a436-e5b25ef0970d | Clause:
As of the date hereof, and immediately prior to and after giving effect to the issuance of each Loan hereunder and the use of the proceeds thereof, (a) the fair value of the Borrower's assets is greater than the amount of its liabilities (including disputed, contingent and unliquidated liabilities) as such valu... | Label: Solvency |
20f93df5-4a7f-4e31-8905-671b641b1d22 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TO... | Label: Waiver Of Jury Trials |
cacde295-4220-4eb3-ac8d-6c20728eb644 | Clause:
The following terms shall have the following meanings for purposes of this Section 10.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Bas... | Label: Definitions |
67bda7ab-f6df-4ec0-9b95-0917ada4dda0 | Clause:
This Agreement, may be executed in multiple counterparts, each of which individually constitutes an original, but all of which together will constitute one single agreement between the Parties. The Parties agree that this Agreement shall be legally binding upon the electronic transmission, including by facsimi... | Label: Counterparts |
7c214e61-e605-4184-a154-e1323ed511de | Clause:
The Parties understand that no promise, inducement or other agreement not expressly contained herein has been made conferring any benefit upon them; that this Agreement contains the entire agreement between the Parties with respect to the subject matter hereof (except as provided in the following sentence), and... | Label: Entire Agreements |
3b49c2ae-eda4-41a9-94d0-3e28e2b477ed | Clause:
All capitalized terms not otherwise defined in this Amendment #2 shall have the respective meanings set forth in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Defined Terms |
ba0d7838-eba1-434e-a3fd-d1f60ccf0a2b | Clause:
Each Borrower will, and will cause each Subsidiary to, (a) comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws) and (b) perform in all material respects its Contractual Obligations, in each case except where the failure... | Label: Compliance With Laws |
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