id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
3327f155-cf73-4a79-a0da-c68cae90cf05 | Clause:
(a) Keep all property useful and necessary in its business in reasonably good working order and condition, except to the extent that failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Insurances |
5ed8d8aa-cb91-4a4e-aa80-325dac2bea95 | Clause:
Finco agrees to act as the Servicer under this Agreement and the Administrative Agent and the Owners hereby consent to Finco acting as Servicer. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accorda... | Label: General |
50a61a9e-82db-482f-8499-c2d7f8b7e5fb | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $550,000 in pr... | Label: Closings |
6dc70998-efcb-477f-845a-d99d5c3f7534 | Clause:
With regard to any information, materials or opinions disclosed relating to the freedom to operate under the licenses granted hereunder, which information, materials or opinions are regarding intellectual property or technology owned by Third Parties that may affect the conduct of Company and the activities con... | Label: Agreements |
b2dc4c18-8add-4ff8-b932-13163c8cdea3 | Clause:
Whenever Sublessee requests the consent or approval of Sublessor under this Sublease, Sublessee shall pay to Sublessor, as Additional Rent within ten (10) days after demand therefor, all reasonable costs assessed by Landlord against Sublessor resulting therefrom.
Task: Classify this clause into ONE of these ty... | Label: Costs |
1070820e-579d-49b8-b058-374949e56500 | Clause:
Either Executive or the Company may terminate Executive's employment, after having established Executive's Disability, by giving notice of his or its intention to terminate Executive's employment. Executive shall be deemed to have a "Disability" for purposes of this Agreement if Executive has any medically-dete... | Label: Disability |
fb87c588-f4be-4a06-99ea-bab97bdf20af | Clause:
The recitals shall be considered a part of this Agreement. Section and Subsection captions are used only for convenience and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular Sections, Subsections, Paragraphs, and Subparagraphs to which they refer. Words... | Label: Interpretations |
abaaffc9-6e21-4abd-bd58-b41b6e8520bf | Clause:
The outstanding principal balance of this Note will bear interest until the Due Date (whether by acceleration or otherwise) during each Interest Period under this Note at the LIBOR Rate in effect for that Interest Period plus the Applicable Margin in effect on the first day of the relevant Interest Period (the ... | Label: Interests |
5c1888e9-74b5-4c14-a480-6ef50ccbaf57 | Clause:
During the Basic Term, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him in accordance with the policies and procedures established by the Compensation Committee for the Company’s senior executive officers in performing services hereunder, provided that Exec... | Label: Expenses |
c1579b9a-57a0-4656-9cf3-e07fe8ceb392 | Clause:
(1) No later than 9:30 AM New York Time on the Trading Day after the Closing of the transactions contemplated hereby, the Company shall issue a Current Report on Form 8-K (the “ Current Report ”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents requi... | Label: Publicity |
bb35d613-f829-44dc-8b15-dd3b12311ff0 | Clause:
No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party and any such assignment by a party without prior written approval of the other parties will be deemed void ab initio and not binding on such other parties. Thi... | Label: Binding Effects |
3f7f8a91-a088-411f-9058-9c09be570812 | Clause:
If the Mutual Waiver of Jury Trial set forth in Section 12(p) is ineffective or unenforceable, the parties agree that all Claims shall be submitted to binding arbitration in accordance with the commercial arbitration rules of JAMS (the " Rules "), such arbitration to occur before one arbitrator, which arbitrato... | Label: Arbitration |
9c7a739b-aedf-484c-aab6-ceb702a0cc1f | Clause:
Such Seller is (i) a limited liability company or a real estate investment trust, as reflected on Exhibit A-3 to this Agreement, (ii) duly organized under the laws of the state of its formation, is validly existing, and in good standing under the laws of such state, (iii) qualified or registered to do business ... | Label: Organizations |
8d34c937-5434-4631-9aef-d2437fd8626f | Clause:
The Company shall use the net proceeds from the sale of Offered Units hereunder for working capital purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Use Of Proceeds |
ae37ae70-d03f-4c23-a17a-236ef1d18db3 | Clause:
No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement, except (i) such as have been obtained, ... | Label: Approvals |
ff5f10d6-3597-4ebe-89bd-41e3f68cc3ed | Clause:
(a) The proceeds of the Loans or any B/A Drawing will be used only for general corporate purposes, including the refinancing of any indebtedness outstanding on the Effective Date under the Existing Credit Agreements or under the Company’s Five-Year Credit Agreement dated as of June 17, 2015. No part of the pr... | Label: Use Of Proceeds |
427a0088-cefe-43f0-a960-6d3067a35b4b | Clause:
Each of the Borrowers hereby affirms and again makes the representations and warranties set forth in Section 5 of the Loan Agreement as of the date of this Amendment, except to the extent that any such representations and warranties refer specifically to an earlier date.
Task: Classify this clause into ONE of ... | Label: Warranties |
b93fe837-3804-450a-a164-a002429ab32f | Clause:
No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the Party or Parties sought to be charged or bound by the alteration or amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Amendments |
e8e14cba-7549-483c-bb2c-eeed7a6d402b | Clause:
The capitalization of the Company (including the authorized capital stock of the Company, the issued and outstanding shares of capital stock of the Company and the number of shares of capital stock of the Company issuable upon the exercise or conversion, as applicable, of any Common Stock Equivalents) is as set... | Label: Capitalization |
76c4a968-3863-4635-be6e-1866f978dda9 | Clause:
In the event the provisions of this Agreement should ever be deemed to exceed the time or geographic limitations permitted by applicable law, then the provisions will be reformed to the maximum time or geographic limitations permitted by applicable law. Every provision of this Agreement is intended to be severa... | Label: Severability |
33ffc08e-2c25-4930-8a2b-915f55d8a77e | Clause:
If any provision of this Agreement or the application thereof to any Person or circumstance is determined by an arbitrator or by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdi... | Label: Severability |
f2ec0695-05a0-47f6-9561-d11e2bc744eb | Clause:
Each LP Unit Holder and each of their assignees acknowledge and agree that the information of APAM is confidential and, except in the course of performing any duties as necessary for APAM and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep an... | Label: Confidentiality |
844a0791-4c72-4ca4-adff-d85930146309 | Clause:
This Plan Support Agreement shall become effective and binding upon each Party upon the Plan Support Effective Date; provided that signature pages executed by Consenting Noteholders shall be delivered to (a) other Consenting Noteholders in a redacted form that removes such Consenting Noteholders’ holdings of th... | Label: Effectiveness |
2cbdec1e-c29d-4539-8d76-765a59231600 | Clause:
On or before the first business day following the date of this Agreement, the Company shall issue a publicly available press release or file with the SEC a Current Report on Form 8-K disclosing all material terms of the Exchange (to the extent not previously publicly disclosed). For the avoidance of doubt, such... | Label: Disclosures |
77447ba9-48f8-4709-8c91-365607f103a1 | Clause:
The Purchase Agreement, as amended by this Amendment, constitutes the full and complete agreement and understanding between Seller and Purchaser and shall supersede all prior communications, representations, understandings or agreements, if any, whether oral or written, concerning the subject matter contained i... | Label: Entire Agreements |
3ef2ea67-f51d-4389-8ec2-6d5e9895cfb0 | Clause:
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in PDF format or by facsimile shall be su... | Label: Counterparts |
8954da67-b286-4be0-af08-bb5fd7025a19 | Clause:
Each party agrees to indemnify and hold the other party, its agents, and its employees harmless from and against any third-party claim, action, or liability (including damages, costs, expenses, and reasonable attorneys’ fees) that may arise against the indemnified party as the result of: (a) injuries or propert... | Label: General |
704b7dab-d168-411e-a043-f7ffbae32ff2 | Clause:
In the event of any stock dividend, subdivision or combination of shares, reclassification, or similar transaction affecting the shares covered by this option, determined by the Committee to be covered by this Section 9, a proposed dissolution or liquidation of the Corporation, a merger of the Corporation with ... | Label: Adjustments |
d4e38602-6dbe-4c4c-a494-06dae9b2dc81 | Clause:
The joint venture created pursuant to this Agreement shall commence as of the Effective Date, and may be dissolved by either GCT or Seawolf at any time on ninety (90) days advance notice. In the event of dissolution, GCT will have the option to purchase Seawolf’s interest in GCTLO for a purchase price equal to ... | Label: Terms |
d5f64cd5-782b-418f-ad65-94f7233a9a3c | Clause:
Each Borrower shall be deemed to have waived: (i) any right to require PFG to institute suit against, or to exhaust its rights and remedies against, any other Borrower or any other Person, or to proceed against any property of any kind which se-cures all or any part of the Obligations, or to exercise any right... | Label: Waivers |
4cd22267-6d3a-462f-af14-ad38ebc30e8b | Clause:
As of the date of this Agreement and each Purchase Date, no Default or Event of Default exists.
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, Authorizat... | Label: No Defaults |
db7480af-c3e0-4bf2-b654-c1707c75539b | Clause:
This Release may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A faxed or e-mailed copy of a Party’s signature shall constitute an original signature.
Task: Classify this clause into ONE... | Label: Counterparts |
c1729166-9d61-4c1e-a824-f96c9c9157c0 | Clause:
Effective as of the Restatement Effective Date (as defined below), the Existing Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the “ Restated Credit Agreement ”) and the Required Lenders hereby consent to the Agency Transfer Agreement and the Transactio... | Label: Amendments |
7ac0b5dc-b16c-424f-994c-4080369271e6 | Clause:
Nothing in this Article XI or elsewhere in this Agreement shall prohibit either Party from seeking and obtaining immediate injunctive or other equitable relief if such Party reasonably believes that it will suffer irreparable harm from the actions or inaction of the other.
Task: Classify this clause into ONE o... | Label: No Waivers |
17504b63-db08-462e-a8e8-d550a5ebc6fd | Clause:
Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment (or any provision hereof) shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Existing Lenders, nor constitute a waiver of any provision of the Existing Credit Agreement or... | Label: No Waivers |
5fe9be70-36e1-415c-a909-a1d6c2c0128e | Clause:
CAC is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware.
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: Organizations |
68568f89-4f19-4ef2-879a-ccb2b9f08dc5 | Clause:
Any written stock option agreement, indemnification agreement and any confidential information/proprietary information/and-or invention assignment agreement between the Company and Executive shall survive this Agreement in accordance with their express written terms. Any such stock option agreement shall be app... | Label: Survival |
0ef0716f-5740-477b-8277-b0006cae6cd7 | Clause:
The Company agrees to provide Executive with the severance payments and benefits described in Section 4.5 of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms an... | Label: Benefits |
0204d1e8-6595-4aa8-abf0-cd75a74defed | Clause:
Subject to the terms and conditions set forth herein (including Section 2.22), each Issuing Bank that is so requested by a Borrower agrees, in reliance upon the agreement of the Revolving Lenders set forth in this Section 2.05, to issue Letters of Credit denominated in dollars, euro or Sterling for any Borrower... | Label: General |
7ea70211-44ac-42bf-bc86-e3b474090b55 | Clause:
(i) Any Lender may at any time, without the consent of, or notice to, the Loan Parties or the Agent, sell participations to any Person (other than a natural person or the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries or any Securitization Entity or, so long as a Specified Event of Default ... | Label: Participations |
0bec0d3f-3e2e-4bb8-b537-cd7c359cd9e2 | Clause:
The Transferor will file or cause to be filed all federal and other material returns which are required to be filed by it. The Transferor shall pay or cause to be paid all taxes shown to be due and payable on such returns or on any assessments received by it, other than any taxes or assessments, the validity of... | Label: Taxes |
8f9c135c-a5c2-4a55-8530-0953c2be973d | Clause:
All notices and other communications provided for hereunder shall be in writing (including facsimile transmission, and, to the extent permitted under Section 10.02 of the Credit Agreement, in an electronic medium as specified therein) and mailed, faxed or delivered to it, if to the Guarantor, addressed to it in... | Label: Notices |
379dca72-0f5d-4e3f-8f61-eeefa37a503d | Clause:
Each Borrower will not, and will not permit any of its Subsidiaries to use any letter of credit issued hereunder or the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Document... | Label: Use Of Proceeds |
a6e7b739-8d50-480d-b850-b57d91767952 | Clause:
Except as provided in this Section 16.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the written consent of the other Party. Notwithstanding the foregoing, either Party may, without the other Party’s ... | Label: Assignments |
f20e95db-43ae-4fc6-9b5a-d2e6d86153df | Clause:
To the extent required by the law in effect at the time payments are made, the Company shall withhold from payments made hereunder any taxes or other amounts required to be withheld for any federal, state or local government and other authorized deductions.
Task: Classify this clause into ONE of these types (e... | Label: Withholdings |
912e93c3-1e0b-42e1-964e-972330fee5e0 | Clause:
Investments in which the Accounts of Participants shall be treated as invested and reinvested shall be directed by the Employer or by each Participant, or both, in accordance with Section 1.09. All dividends, interest, gains, and distributions of any nature that would be earned on a Permissible Investment will ... | Label: Expenses |
64212101-95a4-49e2-9502-9c01d90de25f | Clause:
As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its... | Label: Authority |
f6c4f237-4cab-4c11-80d3-a0cb81ee70ce | Clause:
The use of proceeds of the offering shall be substantially as set forth on Schedule 5.3 annexed hereto. The Company shall use its proceeds from this offering only for such purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Use Of Proceeds |
d7467775-ae16-475a-bb92-7b7a38d62fa2 | Clause:
No consent, approval, authorization or order of, registration or filing with, or notice to any Governmental Authority or court is required under Applicable Law in connection with the execution, delivery and performance by Seller or Guarantor of this Agreement, any Transaction Notice and the Program Agreements.
... | Label: Approvals |
9dbd8247-63e7-4e4b-978a-9cd7a86f8d77 | Clause:
Any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and shall be deemed to have been duly given ( a ) if sent by registered or certified mail in the United States, return receipt requested, upon receipt, ( b ) if sent by nationally recognized ov... | Label: Notices |
b306c876-d585-4519-8e92-d589aaf08811 | Clause:
Company and Consultant shall comply with all applicable federal, Florida, county and municipal laws, rules, ordinances and regulations in the performance of their respective obligations under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Compliance With Laws |
4bd93c70-89bb-4493-88c4-744db1418d79 | Clause:
This Agreement and the documents referred to herein constitute the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the Parties hereto with respect to the speci... | Label: Entire Agreements |
0087b830-86f2-4c75-a5d3-a42643a4dada | Clause:
This Fourth Amendment shall be effective as of the date hereof.
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, Bin... | Label: Effective Dates |
4b1d5c83-bd81-4933-9c54-20a04cdc4a84 | Clause:
The Grantee acknowledges the tax withholding requirements described in Section 9.4 of the Plan. No Ordinary Shares shall be issued with respect to Restricted Share Units unless and until satisfactory arrangements acceptable to the Company have been made by the Grantee with respect to the payment of any income a... | Label: Tax Withholdings |
02ac0514-a358-4308-837a-8b3f200293fc | Clause:
Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Investors holding a majority of the Common Stock issued or issuable upon conversion of ... | Label: Amendments |
32eaff84-7583-4796-851a-8fcbd6495f24 | Clause:
The Performance Share Units are subject to performance-based requirements described below in this Exhibit B (the “Performance Goals”). The Performance Share Units will vest only if the Performance Goals are satisfied, subject to Participant’s continued service with the Company through such vesting date.
Task: ... | Label: General |
e640c24a-15c5-4347-b165-79f063432d3e | Clause:
This Letter Agreement may be executed by one or more of the parties hereto on any number of separate counterparts and all such counterparts shall be deemed to be one and the same instrument. Each party hereto confirms that any facsimile copy of such party's executed counterpart of this Letter Agreement (or its ... | Label: Counterparts |
960e9a3a-c06d-4711-ac91-fe9eb402c18e | Clause:
Employee has carefully read and fully understands all of the terms of this Agreement. Employee agrees that this Agreement sets forth the entire agreement between the Company and Employee regarding all issues involving his/her termination of employment except that it does not replace or alter in any way any obli... | Label: Entire Agreements |
92938867-530c-46ca-b8b1-7904087ede59 | Clause:
Executive's annual base salary shall continue to be $501,000.00 per year ("Base Salary"). The Base Salary shall be payable in accordance with the Company's normal payroll practices. The Base Salary may be increased annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"), ... | Label: Benefits |
e18ae5b1-fc48-4fca-92eb-82852d0b371b | Clause:
There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any Authorized Officer, threatened against or affecting the REIT or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoi... | Label: Litigations |
43a4112a-ebc2-40fb-9854-f44f0be4ad95 | Clause:
Any and all notices and other communications required or permitted herein shall be in writing and deemed delivered if delivered personally, or sent by recognized overnight courier or registered or certified mail to the Company at its principal place of business, or to the Executive at the address hereinafter se... | Label: Notices |
7d904af2-9e62-4a78-8b0c-9d41f729a9db | Clause:
Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be e... | Label: Indemnifications |
d02f412e-5879-4065-8d2e-9024fd5d7ee7 | Clause:
The Borrower has disclosed to the Agents and the Lenders all agreements, instruments and corporate or other restrictions to which it, the Parent or any of the Restricted Subsidiaries is subject, and all other matters known to it, that, in each case, individually or in the aggregate, could reasonably be expected... | Label: Disclosures |
62639441-b54f-4ce3-80ed-5b553853254e | Clause:
This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this Agreement. The provisions of this Agreement, including the vesting and performance requirements herein, amend and/or supersede, as the ca... | Label: Entire Agreements |
e0bba47c-b342-4107-8af9-6003f21bb0d6 | Clause:
This Amendment shall be construed in accordance with and governed by the law of the state of New York. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.
Task: Classify this clause into ONE of these types (exactly on... | Label: Governing Laws |
68ad4092-6565-45c1-9a51-d4fd0742bcc7 | Clause:
Borrower agrees to defend, indemnify and hold harmless Agent, the Issuing Lender and the Lenders (and their respective affiliates, officers, directors, attorneys, agents and employees) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (... | Label: Indemnifications |
64efeb88-9d77-4334-8f9b-59aef3cbf4ec | Clause:
Each Holder represents, warrants and covenants to the Company as follows: (a) The Holder is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full capacity, right, corporate, partnership,... | Label: Representations |
7eb95a64-f5c2-46c5-829a-27f835615270 | Clause:
This Agreement embodies the entire and final, integrated agreement of the Parties on the subject matter stated in this Agreement. No amendment or supplement to or modification of this Agreement shall be valid or binding upon any Party unless made in writing and signed by all Parties. All prior understandings an... | Label: Entire Agreements |
b383782d-aac1-4953-924e-49e176e78642 | Clause:
Comply with all laws, ordinances, regulations and restrictions affecting the Mortgaged Property.
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, Authoriza... | Label: Compliance With Laws |
c22abce8-955c-431c-87b7-160de5151a3e | Clause:
Each Party represents and warrants for itself that the individual executing this Agreement on its behalf is authorized to do so and to bind the Party on whose behalf he is signing to the terms, obligations and conditions set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Authority |
5ded97ca-f4e5-4ae4-9d02-093cb1a78564 | 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 June 30, 2015; prov... | Label: Terminations |
4f3f5e3c-dcf3-4720-9559-bf65ee5a627f | Clause:
All covenants, agreements, representations and warranties made by the Borrower in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and sha... | Label: Survival |
59d948e6-cf58-492b-b28d-7b3d30f431c4 | Clause:
During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during ... | Label: Expenses |
0732f3db-1a9f-4d39-bbbf-fdc8f21b7335 | Clause:
The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation as set forth above. Except as otherwise provided herein, the Company is not required to be qualified to transact business in any other jurisdiction where the failure to so qualify would h... | Label: Organizations |
0e30aa4a-63ce-4eb0-8124-531cd6620bac | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $410,788.00 in... | Label: Closings |
b6f55a97-b3ef-4568-933d-3cdb324a4765 | Clause:
The term of each Option shall be determined by the Committee, in its discretion; provided, however, that the term of each Option shall be not more than ten years from the date of grant (with respect to an ISO, five years in the case of a more-than-ten-percent shareholder (as provided in subsection (g) below) fr... | Label: Terms |
cdb390ee-4399-4f06-9dda-0cf5ba208fb6 | Clause:
The Borrowers shall punctually pay all amounts due under this Note at the times and on the dates specified herein and shall duly perform and observe all of its other obligations under this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Payments |
20777b1c-9924-495d-9722-ee06e9d22a43 | Clause:
Each party shall be responsible for payment of the costs and expenses it incurs in connection with the evaluation, processing and documentation of the transactions contemplated by this Amendment, including all reasonable attorneys’ fees or fees and expenses of other advisors, regardless of whether such transact... | Label: Expenses |
9ad663cd-88fd-4935-92cb-5530739e3f45 | Clause:
This Amendment shall be construed and interpreted in accordance with Section 1.2 of the First Step Transfer 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... | Label: Interpretations |
0f48e41c-c0ff-4bc3-abc4-5665ee274bb5 | Clause:
This Agreement, those documents expressly referred to herein (including the Subscription Agreement and the Advisory Agreement) and the other documents of even date herewith, embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements, or repre... | Label: Entire Agreements |
f2d8c44b-74cb-4e26-a3ec-e9e329173a55 | Clause:
Enter into any transaction with or make any payment or transfer to any Affiliate (including Issuer) of Borrower, except in the ordinary course of business and upon fair and reasonable terms no less favorable to such Person than would be obtained in a comparable arm’s-length transaction with a Person not an Affi... | Label: Transactions With Affiliates |
6329f2fe-fadf-411b-824b-6ee0b253238e | Clause:
If and to the extent the SARs are settled in the form of shares of Common Stock, the Company will not be obligated to issue or deliver such shares unless the issuance and delivery of such shares complies with applicable law, including, without limitation, the Securities Act of 1933, as amended, the Securities E... | Label: Compliance With Laws |
6f1cb13e-7505-44de-95cd-2026691bdbd6 | Clause:
Each Lender and Issuing Bank appoints and designates Bank of America as Agent hereunder. Agent may, and each Lender and Issuing Bank authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of Len... | Label: Authority |
ea8dabcc-65fd-42d5-af64-0f5c86d49ea5 | Clause:
The Company shall pay Executive an amount equal to two (2) times the sum of Executive’s annual Base Salary and Target Annual Bonus, which shall be paid in substantially equal installments in accordance with the Company’s normal payroll practices commencing on the sixtieth (60th) day following the Termination Da... | Label: Base Salary |
0292ad27-f227-4b0b-8a2d-30c538b28af8 | Clause:
OS has insurance coverage in respect of accident, damage, injury, third-party liability, product liability, warranty claims, loss of profits and other risks that is considered by OS to be customary and prudent in light of the nature of its Business. All insurance premiums in respect of material insurances maint... | Label: Insurances |
ce475842-c807-45be-a27c-055942921556 | Clause:
It has used the proceeds of the Term Loans solely as permitted in Section 6.18 . It and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock... | Label: Use Of Proceeds |
cb422bed-5cb2-42f2-95bf-1680f8c54c0f | Clause:
The Buyer agrees to indemnify and hold harmless the Company, the Placement Agent (including its selected dealers, if any), and their respective officers, directors, employees, agents, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (i... | Label: Indemnifications |
3bc645ef-20d3-4bfe-8194-4b70a85ec236 | 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 facsimile or other electronic ... | Label: Counterparts |
547f3f45-60aa-4968-b266-45bcd37fb602 | Clause:
(a) This Agreement shall be governed and construed in accordance with the laws of the State of Wisconsin applicable to contracts made and to be performed therein between residents thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Miscellaneous |
6d59c020-c619-45b1-bbea-de37903ca4d1 | Clause:
Each FVE Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or formation and has the requisite power and authority under the laws of such State and its organization documents to conduct its business as now being conducted, to own, operate and lease ... | Label: Organizations |
4d94528e-93e4-45c6-8bee-dd391fc6755d | Clause:
This Amendment may be executed and delivered in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Counterparts |
e28a7d9b-f150-4c77-a53e-8eb793020947 | Clause:
This Fifth Amendment (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Governing Laws |
0c755971-1e41-440c-8227-d93e64be87ad | Clause:
Any dispute between the parties to this Agreement shall be governed by the provisions of Exhibit B: Agreement to Arbitrate Claims, which exhibit is incorporated herein by this reference, provided that the Company may seek injunctive or equitable relief from any court of competent jurisdiction, as provided in th... | Label: Arbitration |
8c733b0d-77e2-4ac9-aa0f-0147eabdc663 | Clause:
This Agreement may be executed and delivered by facsimile, PDF signature or electronic signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Counterparts |
e730c3d1-6158-4f9f-95db-b74988dc1ebf | Clause:
Any provision of this Amendment and Waiver being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Amendment and Waiver or any part of such provision in any other jurisdiction.
Task: Cla... | Label: Severability |
e9779024-7c3b-43d9-82ee-6c5312fa7b56 | Clause:
Tenant shall include in the insurance policies required to be maintained by Tenant under this Lease, and, to the extent Landlord carries liability insurance that covers the Leased Premises, Landlord shall include in such policies, a waiver of the insurer’s right of subrogation against the other party during the... | Label: Releases |
6f01eb53-426c-4408-a27f-ea904b67d32f | Clause:
(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Requirements of Law. If any applicable Requirements of Law (as determined in the good fai... | Label: Taxes |
9c02aea7-3d7b-4941-9552-d58d23b45026 | Clause:
Except as set forth in the SEC Documents and other than the Transaction Documents, none of the officers or directors of the Company, and to the Company’s Knowledge, none of the employees or affiliates of the Company is presently a party to any transaction with the Company (other than for ordinary course service... | Label: Transactions With Affiliates |
c13a265d-23c5-4dc5-b9c0-1a327900eed6 | Clause:
Purchaser shall not assign this Agreement or any interest therein to any Person, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and which consent shall be automatically deemed provided if Seller fails to provide such consent within five (5)... | Label: Assignments |
0805482a-0366-4ee6-876b-b0aefbd9123f | Clause:
Neither the execution and delivery of the Credit Documents, nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof by the Borrower will (a) violate or conflict with, in any material respect, any provision of its articles of incorpor... | Label: No Conflicts |
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