id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
31fc73c6-ca2e-4a8d-9cb2-5933743c3cf9 | Clause:
This Agreement may be amended only by a written agreement signed by Lender, Landlord and Tenant.
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: Amendments |
bcd67056-2085-46ca-bfb9-e221bf77a395 | Clause:
The Units shall be fully vested on the date of grant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effec... | Label: Vesting |
3368fa25-a22c-4d9a-a65f-ef9febed1166 | Clause:
This License Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law or of choice of law thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which ... | Label: Governing Laws |
de1aac8e-c3eb-4420-a9f5-66fa61b67755 | Clause:
If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However, before a required disclosure, the As... | Label: Disclosures |
e3427e60-546b-4b7b-8767-700496a73ef5 | Clause:
The Company will not, and will not permit any of its wholly-owned Subsidiaries to, create, assume, incur, guarantee or otherwise permit any Debt secured by any Lien upon any shares of Capital Stock of any of its wholly-owned Subsidiaries (whether such shares of Capital Stock are now owned or hereafter acquired)... | Label: Liens |
2623d8f1-9ade-48d6-a789-8734198cdd47 | Clause:
The authorized share capital of Purchaser consists of 90,000,000 shares of common stock with a par value of USD $0.001 per share and 10,000,000 shares of preferred stock with a par value of USD $0.001. As of the close of business on April 8, 2016, there are 2,520,000 shares of common stock issued and outstandin... | Label: Capitalization |
5be3fc68-39d1-4a85-b865-3f1e7e28ce50 | Clause:
If any one or more of the provisions of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction from which no appeal can be or is taken, such provision shall be considered severed from this Agreement and shall not serve to invalidate any remaining provisions hereof. The Part... | Label: Severability |
7fac0776-d0a0-469c-80a3-4d252d503403 | Clause:
The execution, delivery and performance by such Shareholder of this Agreement will not (with or without notice or lapse of time, or both): (a) require any License or any filing, notice, report, consent, registration, approval, permit or authorization to be made with or obtained from any Governmental Entity with... | Label: Approvals |
015375b8-510f-46bf-9d96-a6691026e7e6 | Clause:
The Parties hereby agree that the Combination Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby, including the Ancillary Agreements (other than the Confidentiality Agreement) and the irrevocable undertakings executed by certain shareholders of Oxford in f... | Label: Terminations |
634f9037-d1c2-43c8-bc86-a4e78cb5fac5 | Clause:
Except as otherwise provided in this Agreement, Seller and Purchaser shall each bear their own respective expenses, including without limitation attorney's fees, incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Ag... | Label: Expenses |
0f7fbe2f-8a2d-4906-ba27-0df162193906 | Clause:
The Company may withhold from any amounts payable hereunder, all federal, state, city, or other taxes as may be required pursuant to any applicable law, or government regulation or ruling.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Withholdings |
2c790193-5b44-4b77-91bc-f2092e41d09a | Clause:
Elan is responsible for paying all its expenses in performing its sales and marketing obligations set forth in this Article 5 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Expenses |
2f955d03-7aae-43b9-95dc-0e55dcc0a359 | Clause:
None of Borrower, Guarantors nor any of their respective Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection with this Agreement or the Loans contemplated hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Brokers |
420bbfd5-f937-42c0-bc53-1ba71d9d0ea9 | Clause:
Borrower hereby irrevocably and unconditionally agrees that any legal action, suit or proceeding arising out of or relating to this Note may be brought in the courts of the State of Florida or of the United States of America for the Southern District of Florida and submits to the exclusive jurisdiction of any s... | Label: Submission To Jurisdiction |
99368872-bcad-4fa7-a9a1-ed9778ca55b2 | Clause:
The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of the Plan and the Committee has sole discretionary authority to make such determinations and interpretations and to take such action in connection wit... | Label: Authority |
af39042f-4075-4fe4-8ef3-a960ad79d1df | Clause:
This Agreement may be executed in counterparts, each of which will be deemed an original, and 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-Corruption Laws, Applicable Laws, A... | Label: Counterparts |
7daa248c-16d2-42c7-bad0-457871a8e22c | Clause:
The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of Executive Vice President and Chief Financial Officer to serve for the Term (as hereinafter defined) hereof, subject to earlier termination as hereinafter provided.
Task: Classify this clause into ONE of these... | Label: Employment |
b3e95574-5b27-4dc3-adcb-b65d749e5aa0 | Clause:
Neither the failure of either party to exercise any power given such party hereunder or to insist upon strict compliance by the other party with its obligations hereunder, nor any custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of either party’s right to demand exa... | Label: No Waivers |
1d711d30-baad-4b8f-b453-7fc74410512e | Clause:
All notices and other communications under this Agreement to either party shall be in writing and shall be deemed given when (A) delivered personally to that party, (B) sent by fax (which is confirmed) to that party, (C) mailed by certified mail (return receipt requested) to that party at the address for that p... | Label: Notices |
4c5876f2-950e-4502-9ec0-6589f81fb0c4 | Clause:
Employer hereby employs Employee and Employee hereby accepts employment, upon the terms and conditions hereinafter set forth, as Senior Vice President, Corporate Development. For the initial five month period of employment, Employee shall be working from Employer’s Corporate Headquarters located in Novato, CA.... | Label: Employment |
76e952a3-d9e9-4869-89af-30b6670d38f6 | Clause:
This Commitment Increase Agreement constitutes a legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its terms, subject to bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ rights, the application of equitabl... | Label: Enforceability |
99a32f91-bd88-4b13-9cf3-13cbcc50f8ad | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) . The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares o... | Label: Capitalization |
eb550701-bb14-4af5-bac9-c5274d8b371c | Clause:
Consultant agrees to keep confidential any Company proprietary or confidential information provided to Consultant as part of the Services consistent with the confidentiality obligations of a director of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Confidentiality |
63706f0e-7e9b-4c22-8422-9d63f6635d1c | Clause:
The Executive acknowledges that the obligations undertaken by the Executive pursuant to Section 6 and Section 7 of this Agreement are unique and that the Company likely will have no adequate remedy at law if the Executive shall fail to perform any of such Executive’s obligations hereunder, and the Executive the... | Label: Specific Performance |
9bf8f7a4-5fff-4fa7-a1e2-f799e5073e79 | Clause:
Capitalized terms used in this Agreement, including any Appendices and Schedules hereto, shall have the meanings ascribed to such terms in this Agreement, including as specified in this Section 1.1 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Definitions |
25e2d6e7-c026-4e80-94b2-f9c3c0b9305e | Clause:
Mortgagor shall execute, acknowledge and deliver, from time to time, such further instruments as Mortgagee may reasonably require to accomplish the purposes of this Mortgage.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Further Assurances |
09b841ce-04f5-4989-8858-42f33897ac0d | Clause:
Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder shall be governed by and construed in accordance with the laws of the State of Delawar... | Label: Governing Laws |
c73966c1-416d-4552-8de9-ef147e3cc82e | 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 10, 2016; prov... | Label: Terminations |
716b6b20-6091-4706-a811-75edc1a801b4 | Clause:
This Agreement may be executed by facsimile and in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counte... | Label: Counterparts |
f127c442-e0c2-405f-af37-563715fb59f2 | Clause:
This Agreement has been duly executed and delivered by Parent, Borrower Holdco and the Borrower Parties and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against... | Label: Enforceability |
d84fae12-a569-4558-94c8-77bf4833fd28 | Clause:
The contract arising out of acceptance of this Subscription Agreement by the Corporation shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of the Province o... | Label: Governing Laws |
3d8ef8fe-6a9b-4433-bae2-7ea2efe3606b | Clause:
Consultant’s liability for claims based on, or arising out of this Agreement shall not exceed the amount of all payments actually paid by Company to Consultant. Consultant shall not be liable for any indirect, special, incidental or consequential damage irrespective of whether Consultant has advance notice of t... | Label: Indemnifications |
6f26534b-ae94-4610-bd46-e310a83840ba | Clause:
The provisions of this Credit Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations here... | Label: Successors |
4a730f60-afe7-476c-9797-0b7fa76ea24e | Clause:
The Award shall vest in three (3) equal installments on each of January 1, 2017, January 1, 2018 and January 1, 2019.
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: Vesting |
37215c18-bf6b-4cef-9b7e-9342b024834f | Clause:
Without duplication of any obligation of any Borrower under Section 9.05 , in addition to amounts payable as provided herein, each Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and ... | Label: Indemnifications |
480468a8-c4fe-4d1f-8f3f-b8e38f353e4e | Clause:
Upon Death or Disability . Upon termination of the Executive’s employment during the Term due to the Executive’s death or Disability, the Bank shall pay to the Executive or to the Executive ’s estate , as applicable, an amount equal to one times the Executive’s annual Base Salary as in effect on the date of su... | Label: Benefits |
5e507ae0-4674-42e9-8676-dd0e7ab69dd0 | Clause:
The Borrower will conduct, and cause each of its Subsidiaries to conduct, all material transactions otherwise permitted under this Agreement with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm’s-leng... | Label: Transactions With Affiliates |
558ad3cb-0240-4325-9ca3-ca672de789e7 | Clause:
This Agreement is binding upon and shall inure to the benefit of the Members, the Company, and their respective executors, administrators, successors, and legal representatives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Binding Effects |
76b20487-3cce-426c-9035-d688e0a561b7 | Clause:
There are no actions, suits, arbitrations, mediations, proceedings or claims pending or, to the knowledge of the Purchaser, threatened against Purchaser that seek to restrain or enjoin the consummation of the Acquisition or the other transactions contemplated hereby.
Task: Classify this clause into ONE of thes... | Label: Litigations |
6b5514ca-e400-469e-9bb5-cc1879163358 | Clause:
The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “ Exchange Documents ”) and ... | Label: Authorizations |
b2ee34bc-6dbd-48bb-abe9-8b28376a2367 | Clause:
The Borrower shall pay all reasonable out-of-pocket expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including the reasonable fees, disbursements and other charges... | Label: Expenses |
dc893a56-ac8e-43bc-abfa-efe043470119 | Clause:
The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided , that no such amendment, alteration, suspension, discontinuance, or termination shall be made without stockholder approval if: (i) such approval is necessary to comply with any regulatory requir... | Label: Amendments |
c9756e99-afa7-4087-8b01-bfd127cd9797 | Clause:
Except as otherwise provided herein, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any Permitted Transferee pursuant to Section 10.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Successors |
6201b6ee-e02b-408e-b206-bd9bbeae8062 | Clause:
You shall be solely responsible for all applicable foreign, federal, state, and local taxes with respect to the RSUs and the payment of Common Stock thereunder; provided, however, that at any time the Company is required to withhold any such taxes, you shall pay, or make arrangements to pay, in a manner satisfa... | Label: Withholdings |
0f273ad2-12f5-4896-9808-90788129204c | Clause:
This Agreement is subject to and shall be enforced in accordance with the laws of the State of California.
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,... | Label: Governing Laws |
fc790df0-7065-43e1-a725-fc02ca6b6b4e | 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 August 16, 2016; pr... | Label: Terminations |
19f9987f-d6ee-452b-9ff8-d3b00691a982 | Clause:
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within one (1... | Label: Disclosures |
ed7ba002-c41f-4da5-8088-8541ce546eea | Clause:
For purposes of the 2016-3 Servicing Agreement, all demands, notices, directions, requests and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or facsimile transmissi... | Label: Notices |
6ea1d97e-02ca-48c8-bc2c-0ead60033749 | Clause:
Except as otherwise expressly provided herein, each Party shall pay its own expenses in connection with the negotiation of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Expenses |
87daf7c1-9baf-4acd-935a-3819c926705c | Clause:
The undersigned representative of [Tenant / Owner] is duly authorized and fully qualified to execute this instrument on behalf of [Tenant / Owner] thereby binding [Tenant / Owner] .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Authority |
e667e647-aa48-4646-9d98-880c5905bb5e | Clause:
The obligations of the parties under Section 9.03 shall survive Security Termination. To the extent that any payments on the Obligations or proceeds of any Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, ... | Label: Survival |
feaefbbe-ee2d-4dd8-94a4-9281805b7a97 | Clause:
The Company shall pay all of JAMS’ arbitration fees. The parties agree that the arbitrator shall award reasonable attorneys’ fees and costs to the prevailing party in any action brought hereunder to the extent that such an award would be consistent with applicable law. The arbitrator shall have discretion to de... | Label: Fees |
b103a60c-335e-4677-a557-a397ed11900d | Clause:
Schedule 6.21(a) sets forth, as of the date hereof, all of the Subsidiaries of REIT, the form and jurisdiction of organization of each of the Subsidiaries, and the owners of the direct and indirect ownership interests therein. Schedule 6.21(b) sets forth, as of the date hereof, all of the Unconsolidated Af... | Label: Subsidiaries |
18adee54-5937-4ef0-bcc6-9374564ac62e | Clause:
The capitalization of Company is as set forth on the Disclosure Schedule. The Disclosure Schedule also includes the number of shares of Common Stock owned beneficially, and of record, by Affiliates of Company as of the date hereof and any and all options, warrants or other rights to purchase shares of Common St... | Label: Capitalization |
2ee6a0a3-9c24-4771-94e1-fa3c6921a5d5 | Clause:
In the event of a stock split, a stock dividend or a similar change in Company stock, the number of unvested Restricted Stock Units awarded to Participant under this Award Agreement will be adjusted in accordance with the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Adjustments |
74690ac9-fd7b-4da3-965e-8925a1017cdc | Clause:
(a) Notwithstanding the termination of Employee's employment pursuant to any provision of this Agreement, the parties shall be required to carry out any provisions of this Agreement which contemplate performance by them subsequent to such termination.
Task: Classify this clause into ONE of these types (exactly... | Label: Terminations |
e43d0818-eb78-4df3-a0ad-2f220491738a | Clause:
None of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any... | Label: Transactions With Affiliates |
baafb3d0-49e1-4473-a568-236fa4945fe1 | Clause:
This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. In proving this Amendment in any judicial proceedings, it shall not be necessary to produce or account for more than one such c... | Label: Counterparts |
bda1f660-8aea-4fff-87d0-fd785dde2ab9 | Clause:
Except as set forth on Schedule 4.1.1 , neither the execution and delivery of this Agreement by the Sellers nor the execution and delivery of the Ancillary Agreements to which the Sellers are a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Selle... | Label: No Conflicts |
48da0ca6-dbb5-4ca2-a896-a54049b5ab93 | Clause:
The rights and obligations of the parties set forth in this Section 17.5 and Section 1 , Section 14 , Section 15.1 , Section 15.3 , Section 15.4 , Section 16 , Section 18 , Section 19 , Section 21 and Section 22 , and any right or obligation of the parties in this Agreement which, by its express terms or nature... | Label: Survival |
f7414e7e-7d6a-4fb7-a26b-fe59b63fb487 | Clause:
Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest ther... | Label: Fees |
44f4531d-bcf4-4662-840c-04dcc887b118 | Clause:
The Administrative Agent the Lenders shall have received (a) audited consolidated financial statements of Rayonier for the fiscal years ended December 31, 2012, 2013 and 2014, (b) unaudited interim consolidated financial statements of Rayonier for the quarterly period ended March 31, 2015 and (c) financial stat... | Label: Financial Statements |
91f4d42a-fece-4c1b-abe5-7696f8f39d04 | Clause:
The provisions of this Agreement are binding upon and inure to the benefit of the Parties and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written ... | Label: Successors |
dbb134c4-1ef9-4338-94d1-9f053216390a | Clause:
Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Defined Terms |
cf4ac06d-8eb4-4903-a0ce-d1af0956dbb5 | Clause:
Set forth below in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth, with respect to each Grantor, all Patents owned by such Grantor and issued or applied for issuance with the United States Patent and Trademark Office, including the name of the registered ow... | Label: Intellectual Property |
a9aa2dc6-8f79-45d3-961e-7ad6878706c7 | Clause:
Except as otherwise set forth on Schedule 3.12, there is no suit, action, claim, arbitration, administrative or legal or other proceeding (including eminent domain, zoning or other land use regulation) or governmental investigation (“ Action ”) pending or, to Fund G’s knowledge, threatened against Fund G, its A... | Label: Litigations |
db63da46-c6ae-4237-bc1e-03e6db997f95 | Clause:
No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Borrower or any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effecti... | Label: Amendments |
54d4daf1-46e0-40bd-94bb-18232564593e | Clause:
Insure and keep insured all of its property of an insurable value under all risk policies in an amount reasonably acceptable to the Lender and carry such other property insurance as is usually carried by persons engaged in the same or similar business (and as required by the Security Agreement) all such insuran... | Label: Insurances |
46110037-f352-47d3-ad11-4b2730f5de5c | Clause:
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages may not be adequate compensation for any loss incurred by reason of a breach by it o... | Label: Remedies |
3a15630a-99fa-4d64-96ea-054eea8abf66 | Clause:
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enfo... | Label: Severability |
8e893098-bd51-4e44-8895-e4bab8ae6d35 | Clause:
If any provision or part of this Agreement other than the release of claims set forth in Paragraph 4 above, is declared illegal or unenforceable by any court or governmental agency of competent jurisdiction and cannot be modified or reformed to be enforceable, that provision or part will immediately become null... | Label: Severability |
1489f20b-c1c0-41a0-b2a7-5aa6c029c539 | Clause:
EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE CLOSING DOCUMENTS, THE LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING,... | Label: Waiver Of Jury Trials |
9e357ffa-d262-46fc-a674-5a37dbb6879e | Clause:
It is the intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that ... | Label: Amendments |
c6dc1da0-5ec2-4b22-8586-b8125af1e5b3 | Clause:
This Assignment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. This Assignment shall become ... | Label: Counterparts |
0e492b83-2795-439a-ba99-234b71234595 | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN AC... | Label: Applicable Laws |
6dc7b63a-dbf3-4a70-b978-327d12ae0115 | Clause:
As of the Signing Date, all information heretofore or contemporaneously furnished by or on behalf of each Credit Party or any of the Restricted Subsidiaries (including all information contained in the Credit Documents and the annexes, schedules and other attachments to the Credit Documents, but not including an... | Label: Disclosures |
17e0d103-61ff-43c0-9c7e-665a62641741 | 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 or the application of any such provision to any Party or circumstance shall be held to be prohibited by, illegal or unenforceable unde... | Label: Severability |
8112fdce-73fb-4957-b386-9946e9a1ba16 | Clause:
Use the proceeds of the Loans only for the purposes set forth in Subsection 5.17 and request the issuance of Letters of Credit only for the purposes set forth in Subsection 3.1(b) .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Use Of Proceeds |
d5a0266d-d106-4a3a-b565-e7476c8ad291 | Clause:
Subject to the provisions of Section 6.2, effective January 1, 2000, a Participant shall at all times be fully vested in his Accounts under the Plan. The vesting of the Accounts of a Participant who has had a Termination of Employment before January 1, 2000, shall be subject to the provisions of the Plan on the... | Label: Vesting |
0e89738e-b335-4077-873b-aa2e4b248890 | Clause:
Except to the extent otherwise expressly provided herein, the Company shall reimburse TPG and its Affiliates, upon presentation of appropriate documentation, for all reasonable out-of-pocket expenses incurred by TPG and its Affiliates after the date hereof in connection with enforcement of this Agreement.
Task... | Label: Expenses |
98d11256-ae2d-43d2-9b02-157c9149cc1d | Clause:
Each Holder agrees that all material non-public information provided pursuant to or in accordance with the terms of this Agreement shall be kept confidential by the person to whom such information is provided, until such time as such information becomes public other than through violation of this provision. Not... | Label: Confidentiality |
fed0a94e-10c8-4cc3-a3ca-9c5f24852956 | Clause:
No failure on the part of Payee to exercise, and no delay in exercising, any right under this Note shall operate as a waiver; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise of that right, or the exercise of any other right.
Task: Classify this ... | Label: No Waivers |
cda97434-1a26-4442-b377-1443e5f39d48 | Clause:
This Amendment Number Fourteen may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Counterparts |
f08c593c-aacc-4137-8ea7-bafaff6e6c79 | Clause:
AMENDMENT TO AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT , dated as of March 23, 2016 (this “ Amendment ”), among THE SCOTTS COMPANY LLC , a limited liability company organized under the laws of Ohio (the “ Company ”), THE SCOTTS MIRACLE-GRO COMPANY , a company organized under the laws of... | Label: Waivers |
51bd0a8e-9a63-481a-ab54-5e09b0051794 | Clause:
(a) (i) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (ii) maintain with financially sound and reputable companies insurance on all its property in at least such amounts and against at least such risks (but including in any event ... | Label: Insurances |
0f79e245-ba2d-4c25-ac4f-b830987f5992 | Clause:
Borrower, Guarantor and Indemnitor agree to cooperate with Lender (and agree to cause their respective officers and representatives to cooperate) in connection with any transfer made pursuant to this Article IX , including, without limitation, the taking, or refraining from taking, of such action as may be nece... | Label: Cooperation |
7f89c8a1-a931-419f-aea9-40083bf16dc9 | Clause:
All consents, approvals, orders and authorizations required on the part of the Shareholder in connection with the execution, delivery or performance of this Agreement have been obtained and are effective, other than (i) such filings required to be made under applicable federal and state securities laws and (ii)... | Label: Consents |
bcad34d0-4e1d-462f-a0dd-7a9b394f6d59 | Clause:
From the Effective Date until Closing, Seller shall continue to maintain the Properties or cause the Properties to be maintained in good condition and repair, and shall continue to maintain or cause to be maintained all insurance for the Properties in the same or greater amounts, with the same or greater covera... | Label: Insurances |
a358e10e-3788-4b7f-867e-b3a94f84a5b3 | Clause:
(i) A contribution failure occurs with respect to any U.S. Pension Plan sufficient to give rise to a lien under Section 303(k) of ERISA; (ii) an ERISA Event occurs with respect to a U.S. Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Parent un... | Label: Erisa |
8e30d31a-8ab5-4727-b44b-8678eafed180 | Clause:
In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition t... | Label: Specific Performance |
99264606-268c-4397-9279-3417d5066fa8 | Clause:
(a) Each reduction of the Revolving Commitments of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are ABR Loans shall be made ... | Label: Payments |
a4c36385-1599-4e83-93fb-c0e069536c4d | Clause:
This Agreement is binding upon and shall inure to the benefit of the permitted successors or assigns of the respective parties hereto, except that neither party may assign its rights or obligations under this agreement without the express written consent of the other (which consent shall not be unreasonably wit... | Label: Assignments |
4dcf00a5-4817-44c7-bf9c-af28f674dd04 | Clause:
To the fullest extent permitted by applicable law, the Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Account Parties under this Agreement may be declared to be forthwith due and payable as provided in Article VIII (and shall be deemed to have beco... | Label: Remedies |
744a7b76-7ef5-4a42-8f98-9f06067545aa | Clause:
Subject to the terms of this Agreement, the Company is authorized to issue interests in the Company designated as “ Units ,” which shall constitute limited liability company interests under the Act and shall include only the following two (2) classes of membership Units: (i) Class A Units (“ Class A Units ”) an... | Label: General |
94ba2178-e3b6-4078-98b5-14c3c2bff873 | Clause:
This Agreement shall have an initial term of ten years (the “ Term ”) commencing as of September 28, 2015 (the “Effective Date”) and expiring on September 28, 2025.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Terms |
75e9a155-c1ef-462a-8ad8-95088b496991 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (i) violate any provision of the Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which with... | Label: No Conflicts |
56ee96c0-b183-42bc-a047-1ee497efce28 | Clause:
In the event of any dispute, controversy, action, proceeding or claim arising out of or relating to this Agreement, or the breach hereof, which is ultimately resolved by a court of competent jurisdiction, the non-prevailing party will reimburse the substantially prevailing party for its reasonable costs and exp... | Label: Expenses |
fdfc72dd-1a3d-40ec-9c0d-500e7c849389 | Clause:
The execution, delivery and performance by such Guarantor of this Amendment has been duly authorized and will constitute the valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganiza... | Label: Authorizations |
e5a6d61d-650b-4316-8bc6-b6c95abcf1fe | Clause:
The Employee agrees, by acceptance of the Award, that if the Employee breaches any provision of Sections 5(a), (b), (c), (d) or (e), in addition to any and all other remedies available to the Corporation, (i) the Award and all Restricted Units subject to the Award and any rights with respect to the Award and su... | Label: Forfeitures |
d0d9c679-abe0-454d-9c3f-fc78df92cab9 | Clause:
Each Unitholder irrevocably submits to the exclusive jurisdiction of the United States District Court for the State of Delaware and the state courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each Unitho... | Label: Consent To Jurisdiction |
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