id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
3fee1931-a6ed-4e94-b6dd-fceb9e996a78 | Clause:
The waiver by either party hereto of any right hereunder or the failure to perform or of a breach by the other party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other party whether of a similar nature or otherwise.
Task: Classify this clause into ONE of t... | Label: Waivers |
2ff139a7-1d0d-4f7d-85d9-e45edbed3b33 | Clause:
All issued and outstanding Capital Securities of each Co-Borrower and each Subsidiary are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Administrative Agent, and such securities were issued in compliance with all applicable state... | Label: Subsidiaries |
7c0c4226-94ef-461e-840a-bc06a6585581 | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANS... | Label: Governing Laws |
86f8340e-08c6-44f3-925b-b1fee9c7178d | Clause:
The Company shall withhold from any payment made pursuant to the Plan any taxes required to be withheld from such payments under local, state or Federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Withholdings |
d56772dc-94a2-4e6c-b0ad-2d011ed8acf5 | Clause:
This Security Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a s... | Label: Counterparts |
89fdab20-bd33-45cc-8db4-190daa6d60db | Clause:
The Borrower agrees to reimburse the Agent for all reasonable and documented out-of-pocket expenses incurred by it in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Expenses |
fcb70a22-df00-4421-a31b-d02b12b29d57 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.001, of which as of the date hereof, 2,101,061 shares are issued and outstanding, zero shares are held as treasury shares, 500,000 shares (subject to increase in accordance with the te... | Label: Capitalization |
59cf096e-de71-4d24-b98e-4dec74e94032 | Clause:
THE BANK AND THE BORROWER MUTUALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Waiver Of Jury Trials |
003cd071-e017-473e-86af-a5d2d9566476 | Clause:
The proceeds of the Term Loans and any 364-Day Loans may be used (a) to prepay Indebtedness outstanding under the Existing Credit Agreement, (b) to pay Transaction Costs or (c) for general corporate purposes (including repayment or prepayment of Indebtedness and acquisitions and other investments). The proceed... | Label: Use Of Proceeds |
0c9f37a4-8142-4d37-bb0f-fb3616145766 | Clause:
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder and thereunder, and the authorization (or reservation for issuance), the Exchange, a... | Label: Authorizations |
b95da3bb-1f1a-4d96-9f50-bb5b35405a3d | Clause:
(a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the s... | Label: Taxes |
aeaa2282-677f-4bde-a946-140b76ca2d61 | Clause:
All Closings of the transactions contemplated by this Agreement and the Loan Documents shall be deemed to occur on the applicable Closing Date at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Closings |
a0bc3b9d-deea-4c5a-995c-a2eed32c1876 | Clause:
HS Parent is duly organized, validly existing and in good standing under the laws of the State of its incorporation and is in good standing and is authorized to transact business in each state in which if conducts business. HS Parent has all requisite corporate right, power, authority and legal capacity to exec... | Label: Authority |
b75686c6-0adb-4b66-ae1c-e12f02996397 | Clause:
Notwithstanding the place of execution of this Agreement, the parties to this Agreement have contracted for Minnesota law to govern this Agreement and it is agreed that this Agreement is made pursuant to and will be construed and governed by the laws of the State of Minnesota without regard to principles of con... | Label: Governing Laws |
54cbbf4f-2a4e-477e-aa13-634954fe54ea | Clause:
This Agreement may be terminated prior to Closing (i) by written agreement of the Buyers and the Company or (ii) by either the Company or a Buyer (as to itself but no other Buyer) upon written notice to the other, if the Closing shall not have taken place by December 23, 2016, or such later date approved by the... | Label: Terminations |
932df097-64a7-432d-ae06-2b06c214f3f0 | Clause:
This Agreement shall become effective on the eighth day after the date on which the Executive signs a waiver and release in the form attached as Exhibit I to this Agreement (the “Release”), but only if the Executive has signed this Agreement and the Release within the timeframe described in Section 3(a) and has... | Label: Effective Dates |
f6c3b796-caf0-476d-887a-d4dedc5ecaf4 | Clause:
Any and all requirements of any federal, state or local law including, without limitation, usury, consumer credit protection, or disclosure laws applicable to the Underlying Repurchase Transaction have been complied with in all material respects, the consummation of the transactions contemplated hereby will not... | Label: Consents |
b0d31117-e07d-44c3-8293-fa8e1f44f86d | Clause:
There are no actions, suits, proceedings or investigations pending, or, to the knowledge of such Member or any of its Affiliates, threatened against or affecting such Member or any of its Affiliates or any of their properties, assets or businesses in any court or before or by any governmental department, board,... | Label: Litigations |
81874cfb-5756-4e67-9771-7d8d11c18cee | Clause:
(a) . In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds to the Executive for all reasonable documented travel, entertainment and miscellaneous expenses incurred in connection with the performance of her duties under this Agreement, provided that the... | Label: Expenses |
400d0ea0-806a-4fbd-a014-9d43acb17262 | Clause:
(a) Any and all payments by or on account of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all Taxes, except as required by applicable law. If any Loan Party shall be required to deduct or withhold any Taxes from or in respect of any... | Label: Taxes |
7b658f39-a027-4c73-8d99-b78ae4bbc243 | Clause:
The Company has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of the Company, as amended and as in effect as of the Closing Date (the “ Certificate of Incorporation ”). All of the issued and outstanding shares of the Company’s capital stock have b... | Label: Capitalization |
3c02d734-34f9-400e-a857-ac34547f3d89 | Clause:
All of those provisions of this Agreement that require performance by either party following termination of Employee’s employment hereunder as well as all provisions contained within Section 7(B) shall survive any termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Survival |
94722108-7068-4a3c-8cd5-f74c8d352e20 | Clause:
The Covenantor, each Borrower and each Designated Subsidiary is a corporation duly incorporated, continued or amalgamated, as the case may be, and validly existing under the laws of its jurisdiction of incorporation, has the legal right and all necessary corporate power and authority to own its Assets and carry... | Label: Qualifications |
adc1f74d-dbbf-4ee3-8d1b-72051c138acb | Clause:
Section 409A and the rules and regulations promulgated thereunder, in general, provide for the taxation of certain payments made following the termination of employment of an employee. Section 409A and the rules and regulations promulgated thereunder provide that payments will not be subject to taxation under s... | Label: Construction |
928eddd0-d25a-4f99-bda5-3fa1a9c421a6 | Clause:
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement, and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits ... | Label: Construction |
ef7c8ac4-91a2-4669-bb97-f0bd3462e497 | Clause:
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willful... | Label: Expenses |
a985abc5-ce45-4bf2-87e9-618f27e5961d | Clause:
Subject to Section 5.7 and Section 6.4, (i) if no Event of Default has occurred and is continuing under any Credit Agreement (as such term is defined in the applicable Credit Agreement), this Agreement shall terminate upon the first to occur of the Discharge of the ABL Priority Claims or the Discharge of the Te... | Label: Severability |
1cf18e68-f27b-44bf-949d-89ed574028cf | Clause:
The Buyer is a corporation, duly organized, 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, Ass... | Label: Organizations |
b9412b9b-adf5-44de-89fb-7da192688aab | Clause:
Except as otherwise permitted under Section 6.07 , each Borrower will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits necessary in the normal conduct of their business except to the extent (oth... | Label: Existence |
52bd9dfe-d379-4f67-aeac-37cdc6357ab7 | Clause:
This Deed of Trust has simultaneously been executed in a number of identical counterparts, each of which, for all purposes, shall be deemed an original. If any Grantor is a corporation, this instrument is executed, acknowledged and delivered by Grantor’s officers hereunto duly authorized.
Task: Classify this c... | Label: Counterparts |
36c08e9e-10b0-4679-9cda-372135739397 | Clause:
This Release shall be governed by, and construed and interpreted 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 Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Governing Laws |
fad3d1c0-6d5a-48c3-9ea0-08db1ea028e2 | Clause:
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without giving effect to any conflict of law principles. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties pursuant t... | Label: Venues |
8f55702c-1276-4f97-9020-0f22a59e5669 | Clause:
Executive affirms Executive has not divulged any proprietary or Confidential Information of the Company and will continue to maintain the confidentiality of such information consistent with the Company’s policies and Executive’s agreement(s) with the Company and/or relevant statutory or common law. Executive un... | Label: Confidentiality |
8c34c278-eb9e-41fe-aebc-b62a2e2242d4 | Clause:
The Executive shall reimburse the Company for its expenses, disbursements, costs and reasonable attorneys' fees incurred in enforcing its rights upon any breach by the Executive of his obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Costs |
0d12b1df-7a8c-480f-807a-f9300c6bfda2 | Clause:
This Agreement shall not be assigned by either party without the prior written consent of the other party; provided, however, that assignment shall be permitted without such consent to any party, not less than 50% of the total interest of which owns, is owned by, or is under common control with the assi... | Label: Assignments |
afc3cd12-ac88-4f6c-9973-dc43d479e7e5 | Clause:
This Amendment shall be construed and interpreted in accordance with the rules of construction set forth in Sections 1.02 , 1.03 , 1.04 , 1.05 and 1.06 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Interpretations |
2cad59bb-3705-448c-a0cd-f4c0c7f72252 | Clause:
There is no action, suit, inquiry, notice of violation, Proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
cc01cd28-b919-4818-b7cf-b93218180563 | Clause:
This Agreement shall continue in full force and effect for a term commencing on the Effective Date and ending on the date that Borrower has indefeasibly repaid the entire amount of the Obligations hereunder in full (the " Term "). The foregoing notwithstanding, Lender shall have the right to terminate its oblig... | Label: Terms |
ecd40ccb-5d2b-4b59-a7e9-f9ee4f284ca9 | Clause:
Seller and Purchaser hereby covenant and agree that, at all times after the date of execution hereof and continuing after the Closing, unless consented to in writing by the other party, no press release or other public disclosure concerning the monetary terms of this transaction shall be made, and each party ag... | Label: Publicity |
612f5c96-becc-44b8-aa85-35e0ae79a6aa | Clause:
The representation and warranties of Purchaser set forth in Sections 5.5.1 and 5.5.2 shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Purchaser shall survive Closing for the Survival Period.
Task: Classify this clause in... | Label: Warranties |
d5d22c64-8154-4799-8cc7-bc457f676ae2 | Clause:
Borrower has heretofore furnished to the Lenders, as of the Closing Date and the first Borrowing Date, its unaudited consolidated financial statements for the quarter ended June 30, 2016 and its annual audited consolidated financial statements for the year ended December 31, 2015, and as of any other date, cert... | Label: Financial Statements |
1cd7c0c0-acf6-49d6-ade2-872e4803c972 | Clause:
The representations and warranties made by the Purchaser(s) in Section 4 hereof shall be true and correct in all material respects as of the Closing, and the Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.
Task: Classi... | Label: Representations |
8373e8f6-2bb1-4e2f-91ca-294bd1085671 | Clause:
In the event a Participant dies after the commencement of payments pursuant to Section 5.01(a) of the Plan, the balance of said payments shall be payable in accordance with Article IX of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Death |
d7d2823a-7934-4add-8b4d-e0da3e4aed0a | Clause:
This Agreement and the Change in Control Severance Agreement together contain the entire understanding of the Company and the Executive with respect to the subject matter hereof and supersede all prior agreements, understandings . , negotiations, representations and statements, whether oral, written, implied or... | Label: Agreements |
49b5fc73-17f9-462c-8ae5-53322c7837d7 | Clause:
This Escrow Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without giving effect to the conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Governing Laws |
26f5e697-d377-49f4-bda3-4fcac733801f | Clause:
If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or... | Label: Severability |
9b84aafb-1093-4441-88da-7f4605f6b2ec | Clause:
Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect (other than with respect to any Borrower), each Loan Party will, and will cause each Restricted Subsidiary to do or cause to be done all things necessary to preserve, rene... | Label: Existence |
5ad47761-f14d-4d1a-8f96-613d51d3d777 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Sections 3, 7 (including with respect to breaches of Section 4 or 5), 8, 9, 11(c), and this Section 15 shall survive termination of this Agreement. If any provision of this Agreement is or s... | Label: Governing Laws |
9db4c68b-df15-42dc-90f6-519166f0ac5c | Clause:
This Agreement shall terminate on the date that is thirty (30) days prior to the last day that stockholders of the Company may timely notify the Company of a nomination to be properly brought before the 2017 annual meeting of stockholders pursuant to the By-Laws of the Company, as then in effect (the “ Terminat... | Label: Terminations |
169333e3-41ba-4e82-94ed-63e85277a116 | Clause:
(a) Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein defined. Reference to singular terms shall include the plural and vice versa.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Definitions |
b3756f34-c550-492d-a3f4-eb94e3cc3ef9 | Clause:
Except as set forth below, the Company will pay all of the expenses incurred in connection with complying with this Agreement (whether or not any Registration Statement or Prospectus becomes final or effective), including, without limitation: all registration, filing and printing fees, the Company’s counsel and... | Label: Expenses |
18b6a471-153c-4475-8d9d-0eee36f2f328 | Clause:
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of any provision of the organizational documents of such Investor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: No Conflicts |
fbdac8f1-9a9e-4195-b47c-db1c92eab55d | 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 February 28, 2016; ... | Label: Terminations |
8ce6eac8-4e8d-4ba2-b4ba-9e588a26182d | Clause:
Notwithstanding anything to the contrary contained therein, (i) at any time following the occurrence of and during the continuance of an Event of Default and/or (ii) if Manager is in default of any material provision under the Management Agreement beyond any applicable notice and cure period or if at any time M... | Label: Terminations |
d0e5c8d6-3d40-403f-b3c6-0aa5213532b1 | Clause:
Borrower shall pay and discharge when due (and in installments if permitted by the applicable taxing authority as being "current") any and all material indebtedness, obligations, assessments and taxes, both real and personal, owed by or relating to Borrower and Borrower's properties (including federal and state... | Label: Taxes |
d7ac1235-da43-407f-9dab-56dc66d2c96c | Clause:
This Guaranty shall remain in full force and effect as to Guarantor until all Indebtedness outstanding, or contracted or committed for (whether or not outstanding) shall be finally and irrevocably paid in full. Discontinuance of this Guaranty as to Guarantor shall not operate as a discontinuance hereof as to an... | Label: Terminations |
bde6127b-5796-4e9a-805f-a3881e94570e | Clause:
This Agreement may only be amended, supplemented or modified, and any of the terms, covenants, representations, warranties or conditions may only be waived, by a written amendment executed by both Parties, or in the case of a waiver, by the Party waiving compliance. Notwithstanding the immediately preceding sen... | Label: Amendments |
f0743d22-539e-40e1-a87d-7e1883bcf494 | Clause:
The headings in this Agreement are for convenience only and will not be construed to affect the meaning of any provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Headings |
ce654c47-b31f-4065-9912-4a8b7d4e2967 | Clause:
Any action or proceeding shall have been commenced to terminate or dissolve the Borrower or any Borrower Subsidiary or any petition or application shall have been filed to initiate any such termination or dissolution, or the Borrower or any Borrower Subsidiary shall otherwise be deemed to have terminated or dis... | Label: Terminations |
aa2762f9-6ac9-4cd7-b7b9-ec518ff08ac9 | Clause:
As of the Signing Date, the authorized capital stock of the Company consists of seven hundred and twenty-five million (725,000,000) shares of stock consisting of seven hundred million (700,000,000) shares of Common Stock and twenty-five million (25,000,000) shares of preferred stock, par value US$.01 per share,... | Label: Capitalization |
5ed78234-9585-483d-bf39-20977121e1a9 | Clause:
The terms of this Agreement are the final expression of the parties’ agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement shall constitute the complete and exclusive statement of its terms and no extrinsic evidence... | Label: Entire Agreements |
75d99b43-3899-4626-a16f-354e82989162 | Clause:
This Amendment may be executed in one or more counterparts, including by facsimile or other electronic transmission, 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):
Adjustm... | Label: Counterparts |
78011623-d885-4861-995a-c41efe3488b7 | Clause:
Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document, including (a) in the case of the Initial Credit Extension, (i) to effectuate the Honeywell Dividend and (ii) to pay fees, costs and expenses in connection with the Transactions and (... | Label: Use Of Proceeds |
eb42ac1a-71af-4a18-89ec-424bf8e31c34 | Clause:
The issuance and transfer of the Shares will be subject to, and conditioned upon compliance by the Company and Participant with, all applicable federal, state and local laws and regulations and all applicable requirements of any stock exchange or automated quotation system on which the Shares may be listed or q... | Label: Compliance With Laws |
d08d0f42-2b3f-4b51-a3a6-4c1069b534df | Clause:
Fantex is 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, Authority... | Label: Organizations |
d1c08688-919d-48c3-9ebf-a265cf137995 | Clause:
The Parties will execute mutual releases (the “ Releases ”) in substantially the form attached here as Exhibit A. As set forth more fully in the Releases, and except as expressly set forth in the Releases and as may be required by applicable law, the Parties agree to keep confidential and not disclose any info... | Label: Releases |
41b7c7d6-6d4a-4271-a89e-3d50de1a3516 | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANS... | Label: Governing Laws |
1c2c6d1d-c99f-4df7-87d0-da2728f59a98 | Clause:
The Parties shall perform such acts, execute and deliver such instruments and documents and do all other such things as may be reasonably necessary to effect the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Further Assurances |
e7241ffb-e25a-418f-8fd7-bbcd1608804a | Clause:
The institution of any litigation, arbitration proceeding or governmental proceeding with respect to the Seller, the Servicer, the Performance Guarantor or any Originator, which with respect to any Person other than the Seller, could reasonably be expected to have a Material Adverse Effect.
Task: Classify this... | Label: Litigations |
85019699-3329-4c6f-9817-4a2f0733864c | Clause:
The Indemnifying Party shall pay all amounts payable pursuant to this Article III , by wire transfer of immediately available funds, promptly following receipt from an Indemnitee of a bill, together with all accompanying reasonably detailed back-up documentation, for a Loss that is the subject of indemnificatio... | Label: Payments |
28989424-5a4c-4f4b-b2b3-503e57e7b792 | Clause:
Participant acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by me or any other Participant of the Plan.
Task: Classify this clause into ONE of t... | Label: Waivers |
4edbd528-e531-46e0-b60b-68d3f707f402 | Clause:
The invalidity or unenforceability of any provision of this Exercise Notice shall not affect the validity or enforceability of any other provision, and each provision of this Exercise Notice shall be severable and enforceable to the extent permitted by law.
Task: Classify this clause into ONE of these types (e... | Label: Severability |
89d7d632-e476-425c-9e86-3f9fc62e75a7 | Clause:
The following are definitions of terms used in this and other sections of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, ... | Label: Definitions |
b76d0bb6-7e6f-42c0-b542-d27e0a620621 | Clause:
While Executive is employed by the Company during the Employment Term, the Company shall reimburse Executive for all reasonable and necessary out-of-pocket business, travel and entertainment expenses incurred by him in the performance of his duties and responsibilities hereunder, including without limitation ce... | Label: Expenses |
52dbc99a-8570-4954-883a-9f044629c36a | Clause:
This Pledge Agreement may be executed in any number of counterparts, each of which shall be deemed to be 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 |
af6426f7-2416-4880-a729-6cd3d73ce39f | Clause:
Each Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, the LC Issuer or any Related Party of the foregoi... | Label: Submission To Jurisdiction |
aa1729bc-8c80-4278-b8f1-cf4b0cd7e8f1 | Clause:
The Company acknowledges that the Executive Officer Indemnification Agreement dated May 9, 2014 between the Company and you is in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Indemnifications |
3cd70315-fbce-437f-92b6-7c648839fd27 | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document. Facsimile and pdf signatures shall be deemed to have the same legal effect as originals.
Task: Class... | Label: Counterparts |
75d643f1-69db-49ff-be5e-d788b00b7a37 | Clause:
The Lease constitutes the entire agreement between Owner and Tenant with respect to the Property, and Tenant claims no rights of any kind whatsoever with respect to the Property, other than as set forth in the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Entire Agreements |
d3ce0697-de0a-4f56-9449-6cdc93428d8a | Clause:
The Company agrees to provide to Executive indemnification protections as currently described in Article VI of the Company’s by-laws (a copy of which is attached hereto as Exhibit “A”). In the event that the Company’s by-laws are hereafter amended in regard to indemnification protections, Executive shall have t... | Label: Indemnifications |
90dbb9e0-bebe-4131-9f3e-93a43efcc004 | Clause:
Except to the extent set forth and amended expressly herein, each of the Parties hereto acknowledges and agrees that all terms and provisions, covenants and conditions of the Purchase Agreement and all documents executed in conjunction therewith shall be and remain in full force and effect. Further, each of the... | Label: Binding Effects |
e9222ff4-aa26-4ee7-b822-342e9b93ea9f | Clause:
During the Term, Executive shall be employed as and hold the title of Executive Vice President - Chief Operating Officer of the Company, with such duties and responsibilities that are customary in that position for public companies. As Executive Vice President - Chief Operating Officer of the Company, Executive... | Label: Positions |
876510aa-8932-45ed-8298-c306cd75f7d9 | Clause:
Each Credit Party (a) has good and defensible title to, or a valid and subsisting leasehold interest in, all real property, and good title to all personal Property, used in its business, and (b) none of the Property owned or leased by the Borrower or a Subsidiary of the Borrower is subject to any Lien except Pe... | Label: Liens |
d081d5f8-3ea3-4cec-9cad-bfb9d71103a4 | Clause:
Except as otherwise specifically provided herein, neither party shall assign or transfer this Agreement nor any rights hereunder without the consent of the other party, and any attempted or purported assignment without such consent shall be void; provided , however , that any assignment or transfer pursuant to ... | Label: Assignments |
890a9a0c-312c-42e6-bbff-d3259f471a28 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that this Agreement shall be legally binding upon the electronic transmission, including by electronic mail or facsimil... | Label: Counterparts |
1150375f-d090-4277-841f-c36cf74291af | Clause:
Executive, the Company and the Parent waive any right he or they may otherwise have to a trial by jury in any action to enforce the terms of this Agreement. The parties hereto irrevocably consent to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement... | Label: Waiver Of Jury Trials |
37bdd90e-ee35-4cbe-bdb9-b0d4a1964fd6 | Clause:
The Declaration is executed by the undersigned Trustees and delivered in the State of Maryland with reference to the laws thereof, and the rights of all parties and the validity, construction and effect of every provision hereof shall be subject to and construed in accordance with the laws of the State of Maryl... | Label: Governing Laws |
3352c86d-f9f7-47b7-9ee7-06f5418722c2 | Clause:
The granting and settlement of the RSUs, and any other obligations of the Company under this Agreement shall be subject to all Applicable Laws and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Common... | Label: Compliance With Laws |
38ab40f8-7aa1-4232-a8e3-38ac0d9944c6 | Clause:
Any notice, demand, request, consent, approval, disapproval or certificate (“ Notice ”) required or desired to be given under this Lease shall be in writing and given by certified mail, return receipt requested, by personal delivery or by a nationally recognized overnight delivery service (such as Federal Expre... | Label: Notices |
b9c379a5-add4-49bd-991a-40c1b0523af4 | Clause:
Hospital shall have the right to terminate Agreement in accordance with Section 8.2(b) if Company fails to maintain the insurance required by Section 8.2.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Insurances |
7d0c9be0-63d3-4030-834d-c3106d0315be | Clause:
This Agreement may be executed in several counterparts, each of which is an original, but all of which constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Counterparts |
fc42b499-0f32-46ec-a814-a9d1ef258116 | Clause:
The Lenders agree to indemnify each Agent and its officers, directors, employees, Affiliates, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applic... | Label: Indemnifications |
4c47e7b4-38d9-4195-a7c0-2c9008eb35b6 | Clause:
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, WITH RESPECT TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED AGREEMENT, AS TO WHICH NO MEMBER INVOKES THE RIGHT TO REFERENCE HEREINABOVE PROVIDED, OR AS TO WHICH LEGAL ACTION NEVERTHELESS OCCURS, EACH MEMBER HEREBY IRREVOCABLY WAIVES... | Label: Waiver Of Jury Trials |
18f0b5cf-46fa-42eb-9147-498e07ba6dec | Clause:
The provisions of Section 14(d) of the Plan are incorporated herein by reference and made a prt hereof; provided, that the Committee may allow a withholding of shares in excess of the minimum required statutory liability if the Committee determines that such excess withholding would not result on adverse accoun... | Label: Tax Withholdings |
ab3a632c-81c3-4fd0-bb9f-783448df2daa | Clause:
This amendment , together with the RSU Agreement s and the Plan , contains the ent ire agreement between you and the Company concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between you and the Co... | Label: Entire Agreements |
2461316d-144e-4e3c-ba8d-bd99d911bbbc | Clause:
Nothing contained in this Amendment shall be deemed to limit, affect or impair the imposition of or provision for late charges, default charges and default interest as provided in the Credit Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Fees |
5772b677-1433-44cf-a5d8-6decca15313c | Clause:
The Borrower shall use (i) the proceeds of the Initial Term Loans on the Closing Date solely to pay the obligations outstanding under the Existing Credit Agreement and Existing Notes and, to the extent of any remaining proceeds of Initial Term Loans after application thereto, Transaction Expenses, (ii) the proc... | Label: Use Of Proceeds |
7a2eebf7-260c-4e98-aec4-02c98a2cd134 | Clause:
If Executive’s employment is terminated by reason of Executive’s death, then this Agreement shall terminate without further obligations by the Company to Executive’s legal representatives under this Agreement other than those obligations under the terms of a Company plan or program that take effect at the date ... | Label: Death |
0b6ba730-0503-4290-ad06-b3b99a5fc70d | Clause:
This Agreement constitutes our full understanding relating to your employment with Agilysys, and replaces and supersedes any and all agreements, contracts, representations or understandings with respect to your employment. This Agreement is governed by and is to be construed and enforced in accordance with the ... | Label: General |
13d0e4be-f072-482a-a58f-42f732ab17f6 | Clause:
Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purc... | Label: Adjustments |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.