id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b3aeb550-73b3-4374-a0ff-40a11411313f | Clause:
BELLICUM will keep, and will require its Affiliates and Permitted Sublicensees to keep, complete, true and accurate books of accounts and records for the purpose of determining the existence and accuracy of the payments to be made under this Agreement. Such books and records must be kept for at least […***…] fo... | Label: Records |
a2635e63-ab0c-4649-a682-7858c9202148 | Clause:
(a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction on the Closing Date, have been duly authorized by all necessary corporate or other organizational action, and (b) neither the execution, delivery and perf... | Label: Authorizations |
fe8ba219-a1c8-426b-8cb2-fb665c537843 | Clause:
All capitalized terms used herein (including in the recitals hereto) shall have the respective meaning assigned to such terms in the Credit Agreement, unless otherwise defined herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Defined Terms |
0e1fa44e-2f33-4e27-bb65-15a8d882bb7b | Clause:
In connection with any claims with respect to, or enforcement of: (i) any of Seller’s rights under warranties, guaranties, indemnitees and similar rights against third parties, including any predecessors in title, to the extent related to the Exploitation of the Purchased Assets and the Products prior to the Cl... | Label: Cooperation |
9e71b82f-4bd5-4301-b273-a24f85f78a62 | Clause:
This Amendment and the other Credit Documents constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Task: Classify this clause into ONE of these... | Label: Integration |
b790f88b-6de9-41f3-8c64-9805d19cdfd4 | Clause:
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). The Company agrees to in... | Label: Indemnity |
70edc09e-2867-496e-b94f-2becbf797dc9 | Clause:
Upon the Execution Date, this Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement shall no... | Label: Entire Agreements |
50df7f54-2bca-4ba2-b419-c6e31ec69f08 | Clause:
SOW N ‐ 19 term shall commence on the SOW N ‐ 19 Effective Date ***.
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... | Label: Terms |
6fbf23c6-1b25-45db-8bb1-048eaf08176b | Clause:
The Shareholder has the right, power, authority and capacity to execute and deliver this Agreement and each of the Transaction Documents to which the Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Shareholder is a party, a... | Label: Authority |
7d726ab6-09e8-47e5-ad07-d5d06f4ec494 | Clause:
Neither the execution and delivery by the Borrowers and the Guarantors of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Compan... | Label: No Conflicts |
2e6799cc-c709-49ff-bf7d-6279d9426565 | Clause:
Each Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein to which it is a party and to perform all of its duties and obligations under this Agreement and the Loan Documents to which it is a party and ... | Label: Authorizations |
08500d37-552e-4416-bdf7-d9c3e1699ce4 | Clause:
Each of the Administrative Agent, and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, advisors and other representatives (it being und... | Label: General |
9bd0a61e-8434-4c5e-9ae7-72e2bb5b3718 | Clause:
The Loan Documents (excluding the Third Party Pledge Agreements) may be modified only by a written agreement signed by Borrower and the Lender. Notwithstanding the foregoing or any other terms in this Agreement, the Note or other Loan Documents, the Line of Credit Loan may be renewed or the Maturity Date extend... | Label: Amendments |
43040541-b521-482c-b409-de6a40ea2c45 | Clause:
Each Loan Party and each Subsidiary thereof owns, or has the right to use, all of the material patents, patent applications, industrial designs, designs, trademarks, service marks, copyrights, trade secrets, software and rights with respect to the foregoing necessary for the conduct of its business without any ... | Label: Intellectual Property |
b3ebb4da-ad6e-4d71-8818-17742d656dc5 | Clause:
The Purchaser acknowledges that consents and waivers with respect to the transactions contemplated by this Agreement and the Ancillary Agreements may be required from parties to Contracts to which the Seller is a party, including certain of the Contracts listed on the Seller Disclosure Schedule, or with respect... | Label: Consents |
229c81ba-3b51-43b5-8e17-18f63dad0402 | Clause:
None of the Administrative Agent, Issuing Lenders or Lenders shall disclose any Confidential Information to any Person without the consent of the Borrower, other than (a) to the Administrative Agent’s, Issuing Lenders’ or Lenders’ Affiliates and their officers, directors, employees, agents and advisors, (b) to ... | Label: Confidentiality |
bb6d77b1-fac1-4594-85c7-00f6ab77ee88 | Clause:
This Agreement may be executed in two or more counterparts, each of which when executed and delivered shall be deemed an original, and all of which, taken together, shall constitute the same agreement. This Agreement and any document, exhibit or schedule contemplated hereby may be executed by facsimile signatur... | Label: Counterparts |
285c795c-e550-43b1-9ea1-7d39580d6a83 | Clause:
The Seller is a corporation organized and validly existing under the Laws of Texas.
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 S... | Label: Organizations |
2412d7a4-85ca-4d49-916a-221132bd4717 | Clause:
Unless delegated such power in accordance with Section 7.4 , no Member shall, in its capacity as such, have the authority or power to act for or on behalf of the Company in any manner, to do any act that would be (or could be construed as) binding on the Company, or to make any expenditures on behalf of the Com... | Label: Powers |
a371210e-13ca-4044-b354-72fa573a4615 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 400,000,000 shares of Common Stock, $0.0001 par value per share, of which 47,308,000 shares were issued and outstanding as of November 9, 2016. All of such outstanding shares of capital stock are, or upon issuance will be, duly ... | Label: Capitalization |
10c0473d-fe87-4777-a93c-8647b475be86 | Clause:
THE GUARANTEES MADE HEREUNDER (I) SHALL TERMINATE ON THE TERMINATION DATE AND (II) SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, OR ANY PART THEREOF, OF ANY OBLIGATION IS RESCINDED OR MUST OTHERWISE BE RESTORED BY ANY LENDER OR ANY GUARANTOR UPON THE BANKRUPTCY OR ... | Label: Terminations |
d3377282-2c4f-4780-ace7-c5556c1d7655 | Clause:
The indemnity and contribution agreements contained in Section 11 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any co... | Label: Representations |
eedee30a-cdc6-4bce-a382-41de39ac72c6 | Clause:
Each Borrower and Subsidiary has (a) filed all federal, state, provincial and local tax returns and other reports that it is required by law to file, [ and has ] except for any tax returns and reports relating to taxes (i) the amount of which, individually or in the aggregate, is not material or (ii) the amoun... | Label: Taxes |
119daea1-1a78-4e73-8d1c-209bee8702db | Clause:
The engagement of Consultant hereunder shall begin on January 1, 2017 and shall continue until June 30, 2017. The period of time during which Consultant is performing Services under this Agreement is referred to as the “ Consulting Period .” All of the provisions of this Agreement, except Section 1, shall survi... | Label: Terms |
c1f30f71-0ac4-4a23-b658-d05ba4d8ac7c | Clause:
The Executive acknowledges that if he were to breach any of the provisions of this Section 8, it would result in an immediate and irreparable injury to the legitimate business interests of the Company for which monetary damages alone might not be an adequate remedy and that the amount of such damages may be dif... | Label: Specific Performance |
992d54cf-e05f-427b-a785-3049a60db73e | Clause:
The Program and the information contained in this document are proprietary and confidential, and Janus employees shall not disclose, provide or furnish any term of the Program or related communications in any manner, in whole or in part, to any third party without the prior written consent of Janus (excluding a... | Label: Confidentiality |
820f8dbf-3a6d-471b-815d-f8f5f8cfe956 | Clause:
Buyer is a corporation duly organized and validly existing and in good standing under the laws of the State of Kansas, and has full corporate power and authority to conduct its business as such business is now being conducted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Organizations |
7135cf7a-1dbf-48c1-b539-750bf3451d23 | Clause:
Participant's interest in 100% of the Restricted Stock Units shall become vested and non-forfeitable on the third anniversary of the Grant Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Vesting |
781118f3-8cf5-470f-bd9f-4ddbdfb9e952 | Clause:
Investor is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Delaware. Investor has full limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which Investor is a party, to carry out its o... | Label: Organizations |
cd6c4c0b-4186-4a69-8541-7b56979ee816 | Clause:
During the Employment Period, the Company agrees to employ Executive in the position of Chief Marketing Officer. Executive will report to the Company’s Chief Executive Officer, or to such other person as the Company subsequently may in good faith determine (your “ Supervisor ”), and Executive will be working ou... | Label: Positions |
364d6c26-1e80-4d5f-90d7-50099df9499d | Clause:
Except as set forth on Schedule 4.7 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 payment of trade payables in the ordinary ... | Label: Use Of Proceeds |
22de3edf-dada-4b50-81a6-24fef4c7b44c | Clause:
The proceeds of the Loans will be used for acquisition, acquisition fees and expenses, and financing of the Mortgaged Properties. No part of the proceeds of any Loan will be used, whether directly or indirectly, for financing, funding or completing the hostile acquisition of publicly traded Persons or for any p... | Label: Use Of Proceeds |
b389f8b1-b0f4-41b8-9bc3-f1e95c504bd3 | Clause:
Any and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that, if the Borrower or any other Loan Party shall be required to d... | Label: Taxes |
a3207a47-0ea8-4074-915e-cc6e683c2af3 | Clause:
The Company agrees that if Executive is made a party to or involved in, or is threatened to be made a party to or otherwise to be involved in, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that he is or was a director, officer ... | Label: Indemnifications |
f6a895c5-8dab-4be4-9f86-9c3cd0d89f92 | Clause:
Executive represents and warrants to the Company that Executive is not a party to any contract, agreement or understanding, written or oral, including, without limitation, any agreement containing any non-competition, non-solicitation, confidentiality or other restrictions on your activities, which could preven... | Label: Representations |
084460f9-1187-496d-b1fb-69d2bbb353ea | Clause:
Each party hereto hereby acknowledges and agrees that except as expressly provided in this Amendment, nothing in this Amendment shall be construed as a waiver of any provision of the Securities Purchase Agreement by any party hereto, nor shall it in any way affect the validity of, or the right of any party here... | Label: Agreements |
5de8a41c-ac8d-4862-8fd6-e137260847f3 | Clause:
Each of the Parties will give any notices to, make any filings with, and use their reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in order to effect the Exchange Transaction.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Approvals |
ab0a066b-97bd-475b-9e36-5f1acafaaac9 | Clause:
Except as set forth in the Prospectus Supplement, 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 payment of payables in the ordinary course of... | Label: Use Of Proceeds |
57fd3429-eca7-4998-be6d-85aef256c8f9 | Clause:
Prior to the Closing, Seller shall transfer and assign all of the Assigned Assets and all of the Assumed Liabilities to Ashland or LiL Marc. The sale of the Business shall be accomplished through a sale by Seller of the Interests of Ashland and LiL Marc to Buyer.
Task: Classify this clause into ONE of these ty... | Label: Assignments |
6f46b471-c438-4fa3-8ff0-869e03f9e784 | Clause:
For purposes of this Plan, each of the following terms shall have the meaning specified 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, Authorizati... | Label: Defined Terms |
c6fc01e7-5cc0-4180-9d5f-11963b0cc498 | Clause:
The agreements in this Section 10.04 and the indemnity provisions of Section 10.02(e) shall survive and remain in full force and effect regardless of the resignation of any Agent, the replacement of any Lender, the termination or expiration of the Total Loan Commitments, the invalidity or unenforceability of an... | Label: Survival |
307c953b-de6f-4155-a1f3-f6735b6a4d9b | Clause:
The Award of an Incentive Stock Option under the Plan entitles the Participant to purchase shares of Stock at a price fixed at the time the option is awarded, subject to the following terms of this Part II.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Definitions |
70e8765d-8662-43a8-99b5-ba4aea5ae638 | Clause:
Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Buyer or any of its Affiliates shall have any responsibility whatsoever.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Brokers |
2b4b9fc8-51d4-4db0-9fd4-78b41eeca713 | Clause:
Without limiting a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “ Bankruptcy Court ”) shall retain exclusive jurisdiction to enforce the terms... | Label: Submission To Jurisdiction |
bbb9530a-01ec-45d5-8eea-34392e59739e | Clause:
Neither Party may assign this Agreement, its rights or its responsibilities hereunder without the other Party’s prior written authorization. Any assignment in derogation of the foregoing shall be void.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Assignments |
cf8d729f-3253-4bef-b866-a354a8461c1d | Clause:
Following a Change of Control, the Company will advance all Expenses and indemnify You unless it receives a final court determination or a written opinion from Independent Legal Counsel that indemnification of the Claim is not permissible. The Company agrees to pay the reasonable fees of Independent Legal Couns... | Label: Change In Control |
3156512b-09f0-4826-b3e9-a081397d3320 | Clause:
Except as and to the extent required by Law, without the prior written consent of the other party, which shall not be unreasonably withheld, neither New Operator nor Kindred (or any of their respective Affiliates) shall, and each shall direct its agents and representatives not to, directly or indirectly, make a... | Label: Publicity |
0d1fd7df-489a-4d76-bd0e-5dc0ff5d5ab1 | Clause:
No failure to exercise and no delay in exercising, on the part any party, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise... | Label: No Waivers |
471e0400-f8ec-4751-8644-02eb4b35d0ce | Clause:
Each party agrees that any violation or threatened violation of this Section may cause irreparable injury to the other party, entitling the other party to seek injunctive relief and all other legal and equitable remedies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Remedies |
41d65882-6cb0-45cc-ba18-de6ddf2f8dfd | 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 (i) up to an aggregate of $1,111,111 ... | Label: Closings |
b7b0683b-8323-4a6c-a946-584e4f49cb49 | Clause:
Executive’s current annual base salary of Four Hundred Sixty-Five Thousand Dollars and No Cents ($465,000.00) shall continue under this Agreement through March 5, 2018. The base salary provided for in this Section 3 shall be paid to Executive, less applicable withholdings and other authorized deductions, in acc... | Label: Base Salary |
b8f0a616-cd72-4bbb-9607-e44e4b31abdd | Clause:
The Parties acknowledge that the terms of this Agreement constitute Confidential Information of each Party and may not be disclosed except as permitted by Section 7.1.2. Notwithstanding anything to the contrary in Section 7.1, the Parties, after approval of this Agreement by the Abbott Board, Abbott’s Chief Exe... | Label: Publicity |
a18c9346-6074-4a36-a25a-86db23358ce0 | Clause:
Treatment and Payments . (a) (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages, as the c... | Label: Payments |
3da63045-00ec-461e-9fd7-c2dd3bb6098a | Clause:
Tressler shall continue to be entitled to indemnification, advancement of expenses and reimbursement to the extent permitted to him under the Company’s Articles of Incorporation and By-Laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Indemnifications |
c1c83e21-9d56-48ae-b2f2-8e2652b6a16a | Clause:
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1, and capitalized terms not otherwise defined in this Warrant shall have the meaning set forth in the Securities Purchase Agreement dated as of March 31, 2016 by and between the Company and the Holder (... | Label: Definitions |
c321e12d-5b1c-4847-8e30-ff3a78ac2e5b | Clause:
Except as provided in Section 9.11 , no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in connection with this Agreement or the Exchanges based u... | Label: Brokers |
b49d1b95-d0ab-4a74-848f-66efad0b6729 | Clause:
Capitalized terms used in this Agreement and not specifically defined herein shall have the respective meanings ascribed thereto in the Plan. In the event of any inconsistency between the Agreement and the Plan, the terms of the Plan shall govern. The terms of the Plan are incorporated into this Agreement and ... | Label: Defined Terms |
75f238f5-c9dc-4e1a-b043-fca6474d9c8e | 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 ove... | Label: Notices |
14ebc6ac-152f-4b6c-a269-a7f5711bbbdb | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Sellers.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Brokers |
bfde8748-0b9b-4013-948e-c7b0652d7132 | Clause:
FCX will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence, except in the case of any Subsidiary other than PTFI, to the extent the failure to do so would not reasonably be expected to have a Mate... | Label: Existence |
8cb19614-30e5-439a-888c-be34e70a1ef3 | Clause:
This Amendment shall apply and be effective only with respect to the provisions of the Original Letter Agreement specifically referred to herein. Except to the extent expressly modified by this Amendment, the Original Letter Agreement remains in full force and effect. To the extent of any inconsistency between ... | Label: Miscellaneous |
3eb4bfd5-fa3e-4930-a4fd-2f8f3ff84931 | Clause:
All balance sheets, earnings statements and other financial data which have been or shall hereafter be furnished to the Lender as of the dates and the results of operations for the periods for which the same are furnished to the Lender, and all other information, reports and other papers and data furnished to t... | Label: Financial Statements |
6bc481db-0587-43ab-9337-fa56015e56d9 | Clause:
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, EACH LOAN PARTY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, HEREBY WAIVES, RELEASES, ACQUITS, AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH LENDER, THEIR RE... | Label: Releases |
084599bf-7c30-496e-9ab2-6d70d0e4a87a | Clause:
In connection with his or her employment with the Company, the Participant previously executed a Conditions of Employment acknowledgment obligating the Participant to comply with the terms of the Company’s Proprietary Information and Inventions Agreement (“PIIA”), which is incorporated herein by reference. The ... | Label: Confidentiality |
e42eeb86-c4e6-47cf-82eb-18ce3f57b0a3 | Clause:
Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any information relating to Parent, any Borrower and any Subsidiary or their respective businesses furnished to it by or on behalf of Parent, any Borrower or any Subsidiary (other than information that (a) ... | Label: Confidentiality |
682944fe-c7bf-4eda-8eb0-3decd41c7341 | Clause:
This Agreement may be amended only by means of a written amendment signed by (i) the Partnership and (ii) the Holders of 66 2 ⁄ 3 % of the then-outstanding Registrable Securities; provided , however , that no such amendment shall adversely affect the rights of any Holder hereunder without the consent of such H... | Label: Amendments |
5ab46d04-d793-4788-9e44-4e3ff0101bda | Clause:
All communications and notices under this Patent Security Agreement shall be in writing and given as provided in Section 6.01 of the Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Notices |
e5965434-1cb7-4eff-920b-063767a16308 | Clause:
The Seller shall continue to maintain, for Seller and its Subsidiaries, Fidelity Insurance in an aggregate amount at least equal to the amount required by Ginnie Mae to be maintained. The Seller shall maintain, for Seller and its Subsidiaries, Fidelity Insurance in respect of its officers, employees and agents,... | Label: Insurances |
e91d45f1-3021-402f-b53e-296a63a4b6b9 | Clause:
This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in ... | Label: Entire Agreements |
0602eaff-30a6-4937-8235-fd692e80a0cb | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by facsimile or deliver to its Email of Notice or three (3) business days following being mailed by certified or registered mail, postage prepaid, return-receipt requested, addressed to the ho... | Label: Notices |
da8615af-0a7d-40f5-9740-6e24ec02bf6e | Clause:
This Agreement embodies the entire agreement between the parties and supersedes any prior representations, understandings and agreements between the parties regarding the subject matter hereof. There are no representations, understandings or agreements, oral or written, between the parties regarding the subject... | Label: Entire Agreements |
4e4bf76e-e79d-42ed-8a09-3665d08c2c19 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal pro... | Label: Governing Laws |
bf7091bf-3e49-4a74-85ab-3b2bf26307bd | Clause:
If any of the Premises shall be sold, transferred or otherwise disposed of by the Mortgagor in a transaction permitted by the Credit Agreement, then the Mortgagee, at the request of the Mortgagor, shall execute and deliver to the Mortgagor all releases or other documents reasonably necessary or desirable for th... | Label: Releases |
49d2a70a-f109-4250-a93e-8a3ed6ff0b16 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such... | Label: Participations |
3d39fbee-da57-4562-a3f7-77072164a9b8 | Clause:
Each Borrower hereby agrees to indemnify each of the Lenders against any loss or expense (including, without limitation, any foreign exchange costs, and excluding loss of profits or anticipated profits) which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other fun... | Label: Indemnity |
9dd017fb-bb4c-488d-a023-9ab63eb80cc8 | Clause:
Subject to Section 18.3, any disputes between the Parties relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the federal courts located in the Southern District of New York (without restricting any right of appeal), and the Parties hereby waive any objection which they may ha... | Label: Jurisdictions |
3d82bff7-d687-4a88-a2c1-ed94bfc1ef0e | Clause:
The proceeds of the Loan shall be used (a) to repay the 2016 Convertible Notes (which proceeds shall be maintained in the Segregated Account until so applied), (b) to pay fees and expenses related to this Agreement and (c) after repaying the 2016 Convertible Notes, for general working capital and other corporat... | Label: Use Of Proceeds |
3399c0c2-8d13-49f1-8edb-8083f74f5149 | Clause:
No consent of any third party or Governmental Authority is required in connection with the execution and delivery by the Purchaser or the Company of this Agreement and/or the consummation of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Consents |
18217368-9bba-448e-a065-0311aca8d252 | Clause:
The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a processing and recordation fee of $3,500, (C) an Administrative Questionnaire unless the assignee is already a Lender and (D) the documents required under Section 2.17(e) if such assigne... | Label: Assignments |
eacf90da-ec7b-49c2-afbe-75c6344732aa | Clause:
Capitalized terms not defined in the body of this Grant have the meanings ascribed to them in the Annex attached hereto and incorporated by reference. Capitalized terms not defined in the body of this Grant or in the Annex have the meanings ascribed to them in the Plan.
Task: Classify this clause into ONE of t... | Label: Definitions |
fbd3891d-544f-4284-91d3-33cc3226dcf7 | Clause:
No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Borrower and the Holder and shall not be construed against any person as the drafter hereof.
Task: Classify this clause into ONE of these types... | Label: Construction |
4db988d7-92e2-4de7-b5a2-04bfdafd1809 | Clause:
Upon the occurrence and during the continuance of any such Event of Default, the Secured Party shall have the rights of a secured creditor under the UCC, all rights granted by this Agreement and by law, including the right to: (a) require the Company to assemble the Collateral and make it available to the Secur... | Label: Remedies |
3c65860c-8901-4a25-a3b2-d4e2fe1180a3 | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent , the L/C Issuer and the Swing Line Lender , the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all... | Label: Survival |
b7c9a168-7956-4ca7-8e26-9a1ad82415ed | Clause:
All payments required to be made by the Company to you shall be subject to withholding of taxes and other applicable withholdings as the Company reasonably determines it should withhold pursuant to any applicable law, regulation or previous election by you.
Task: Classify this clause into ONE of these types (e... | Label: Withholdings |
b3902f2b-8b34-4a3f-8bdd-02590ad79937 | Clause:
THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Each Borrower Party rep... | Label: Entire Agreements |
40a5a77b-2754-40b2-bec5-ee309ee1ddc6 | Clause:
Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company’s bylaws and Articles of Incorporation, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Compan... | Label: Indemnifications |
3d9e6ba1-faa5-452d-8e8c-3048000e4b9d | Clause:
This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Governing Laws |
d4cd07ce-d623-47a3-bf26-6d052a025892 | Clause:
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
Task: Classify this clause into ONE of these ty... | Label: Entire Agreements |
28c932a1-d445-409d-8722-1d82964bd241 | Clause:
This Agreement contains the entire understanding of the Parties with respect to the subject matter contained herein and supersedes the effectiveness all other prior agreements and understandings between the Parties or between Employee and the Company with respect to such subject matter, including, without limit... | Label: Entire Agreements |
b63cd90d-1cd6-4b3e-898e-cf6f46660335 | Clause:
Seller makes the following representations and warranties as may be limited by Section 2.2, all of which are true and correct in all material respects as of the date hereof and which shall survive the Closing for a period of three months: (i) Seller is a corporation duly formed and in good standing under the la... | Label: Representations |
c56b65e2-4d9c-45da-9f42-5082d9573eee | Clause:
Executive agrees that Executive shall not disparage, criticize or defame the Company, its affiliates and their respective affiliates, directors, officers, agents, partners, stockholders or employees, either publicly or privately. The Company agrees that it shall not, and it shall instruct its officers and membe... | Label: Non-Disparagement |
c79909bd-1a7f-4e3d-8658-fb35e4b36ede | Clause:
Any notice between the parties hereto required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered or certified mail, postage prepaid, or other delivery method, to the respective addresses set forth below or at such other address as either of the parties may fr... | Label: Notices |
06d01363-0282-4d80-92b7-ca1dbb8fe177 | Clause:
In addition to amounts payable as elsewhere provided in this Agreement, the Borrower hereby agrees to protect, indemnify, pay and save the applicable Facing Agent and the Lenders harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including Attorney ... | Label: Indemnifications |
22b25ce3-4b99-4703-a851-100741b976c4 | Clause:
Upon execution by the Parties, this Agreement is binding upon and shall inure to the benefit of the Parties, their successors, assigns, heirs, executors, legal representatives and administrators.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Binding Effects |
47f9c400-6eac-4649-b43c-07b9dd1c2797 | Clause:
Each party's obligations under this Section 4.9 [Taxes] shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations.
Task: Classify this clause into ... | Label: Survival |
c34fd251-f5b3-465b-981c-fea6654b14a7 | Clause:
There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their Authorized Officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to ... | Label: Litigations |
2b538a8c-3b0b-4454-adb2-39e961cdb44f | Clause:
The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privileg... | Label: Waivers |
57a31896-36dd-4558-b03f-e3ba47f72b2b | Clause:
For purposes of this Section 3.01 , the term “ Lender ” includes any L/C Issuer and the term “applicable law” includes FATCA.
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 |
3f3b3e84-46b0-43f6-a30d-cacdbbdc2813 | Clause:
The Borrower shall pay and discharge, before the same become delinquent and before penalties accrue thereon, all taxes, assessments and governmental charges upon or against it or upon its income or profits or upon any of its properties, and all its other liabilities at any time existing, except to the extent an... | Label: Taxes |
39398362-79ee-47eb-b1ff-e6a416a05a82 | Clause:
If and to the extent that any Guarantor’s obligations hereunder are terminated or are otherwise deemed to be invalid or unenforceable, such termination, invalidity or unenforceability shall not affect the continued effectiveness, validity or enforceability of this Guarantee with respect to any one or more of th... | Label: Severability |
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