id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
cde07ca1-9b94-458a-bf67-904b7d7d1742 | Clause:
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Restatement Effective Date. All such amounts shall, at the option of the Borrower, b... | Label: Fees |
5925d10c-0cf4-4a6f-9350-9c4486da8c4f | Clause:
As used in this Agreement and unless the context requires a different meaning, capitalized terms used but not defined herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Series 2016-1 Supplemental Definitions List attached to the Series 2016-1 Supplement... | Label: Definitions |
a19f5ba4-e51f-42ad-b742-bc7ebd67d1be | Clause:
The terms of the Purchase are the result of bilateral negotiations between the parties.
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, Ba... | Label: Terms |
e7669ef7-f0c1-4709-ac95-8021f42bf0d7 | Clause:
Sublessor and Sublessee represent and warrant to each other that no brokerage commissions are due to any real estate broker in relation to this Sublease, and agree to indemnify and hold each other harmless for any damages, costs or legal fees which may be incurred as a result of any claims for such commissions ... | Label: Brokers |
7328d0cd-e58e-4290-8fe3-030f68fbdcf8 | Clause:
Subject to the entry of the Financing Order, each of the Financing Documents constitutes a valid and binding agreement or instrument of Borrower, enforceable against Borrower in accordance with its respective terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Binding Effects |
c158db36-f1aa-4014-b16b-8dd805435cd2 | Clause:
Notwithstanding anything in this Agreement to the contrary, Buyer and each of its Affiliates shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts payable pursuant to this Agreement such amounts as Buyer or any of its Affiliates reasonably determines is required to be ... | Label: Withholdings |
ea00077c-efb8-4e54-a9ba-bf89606cc0ae | Clause:
Such Shareholder has all necessary legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and, assuming it has been duly and validly authorized, executed and delivered by the othe... | Label: Authorizations |
631de799-8804-4b5e-abb6-f8a92051f966 | Clause:
The representations and warranties of Purchaser shall be true and correct in all material respects as of the date when made and as of such Closing as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all materi... | Label: Warranties |
f2e42bac-a41a-462d-8ae0-13bd453acac9 | Clause:
The Administrative Agent shall not have any duties except those expressly set forth in the Loan Documents. The conferral upon the Administrative Agent of any right shall not imply a duty to exercise such right, unless instructed to do so by Required Lenders or the Required Revolver Lenders in accordance with th... | Label: Duties |
85b75317-c054-4f72-9fba-f7ac7cc4390e | Clause:
This Agreement shall not be assigned by either Party to any Third Party without the prior written permission of the other Party hereto. Non-assignment of this Agreement is also applicable during any Change of Control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Assignments |
8c622429-cc6d-42e8-bf69-9600ea606c69 | Clause:
Except as provided in subsection (b) below, the Company shall deliver or instruct its transfer agent to issue Shares, either in book entry or stock certificate form, which shall evidence the conversion of vested RSUs into whole vested Shares, in the name of Director on June 19, 2017. Notwithstanding the foregoi... | Label: General |
f25ac12f-6763-4898-9d47-faddc44eb4c4 | Clause:
This Agreement is made with reference to the laws of the State of Colorado, shall be governed by and construed in accordance therewith, and any court action brought under or arising out of this Agreement shall be brought in any competent court within the State of Colorado, County of Denver, or such other courts... | Label: Applicable Laws |
6a357218-5e9b-4f66-834e-d872d4a304a5 | Clause:
The Restricted Stock Units are subject to the following rules in the event the Participant remains in continuous employment with the Company or its Subsidiaries until the date of a change in control described in this subsection, which rules shall apply in lieu of the default Change in Control provisions under t... | Label: Change In Control |
0a126505-1e8b-4375-91b0-181fbb3352b9 | Clause:
Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Tenant” under the Lease, and Assignee hereby assumes all of Assignor’s duties and obligations as “Tenant” under the Lease arising on and after the Effective Date.
Task: Classify this clause into... | Label: Assignments |
3ab119d6-f94d-4be0-a662-3b21478513c1 | Clause:
In the event any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein... | Label: Severability |
77a06ef3-d09d-4baf-9885-03da68a737b7 | Clause:
If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to w... | Label: Severability |
2e5f504e-0a73-47c9-be43-ccffa42dac38 | Clause:
Notwithstanding any provision of this Plan to the contrary that would otherwise limit a Distributee’s election under this Section 9.13, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution of two hundred dollars ($200) or mo... | Label: General |
7a7e11fe-f455-425d-9798-0daeea291de3 | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY LAW, RULE, PROVISION OR PRINCIPLE OF CONFLICTS OF LAWS THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION... | Label: Applicable Laws |
8be836f4-5155-447b-bd25-f2731726fe06 | Clause:
This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the Seller and Purchaser with respect to the subject matter hereof. Except as amended by this Amendment, the Agreem... | Label: Entire Agreements |
9c02de8b-b04d-4b71-8d3a-54da16450c2c | Clause:
(i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose of, or grant any option or other right to purchase, lease or otherwise acquire any asset or assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than by entering into Tenancy Leas... | Label: Sales |
cfc77111-b44f-4588-bb9e-644f453e5b9c | Clause:
The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of New York, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.
Task: Classify this clause into ONE of these types (exact... | Label: Organizations |
58821fb0-f841-4ba2-83db-1017ae27fd5a | Clause:
The Designated Holders, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of their rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason ... | Label: Remedies |
7a0d2deb-b3ca-425a-8195-89120b021482 | Clause:
This Lease and all transactions contemplated by this Lease will be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida without regard to principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Governing Laws |
833e5409-a647-412a-a95c-9e29e98b9728 | Clause:
During the Term, Tenant shall have the non-exclusive right to use, in common with other tenants in the Property, and subject to the Rules and Regulations referred to in Article 9 of the Standard Lease Provisions, those portions of the Property (the “ Common Areas ”) not leased or designated for lease to tenants... | Label: Definitions |
71172e0e-6cfe-42e8-bad1-383ab946f9d8 | Clause:
All governmental and third party authorizations, approvals, consents or clearances necessary in connection with the Restructuring and the issuance or sale pursuant to this Agreement, the Plan (if applicable) and the Disclosure Statement of the Notes shall have been obtained and be in full force and effect, and ... | Label: Approvals |
ee74cada-b09b-4f5f-819a-a27f8dbf51d7 | Clause:
Each Company shall at all times maintain insurance upon its Inventory, Equipment and other personal and real property (including, if applicable, insurance required by the National Flood Insurance Reform Act of 1994) in such form, written by such companies, in such amounts, for such periods, and against such ris... | Label: Insurances |
c39f8dc4-cf08-4ad8-8f57-ee8a2abf85b7 | Clause:
The Bank shall withhold from any payment made by it under the Plan such amount or amounts as may be required for purposes of complying with the tax withholding or other provisions of the Code, the Social Security Act, as amended, or any federal, state or local income or employment tax provision; or otherwise, f... | Label: Tax Withholdings |
117e3ff8-9a9f-43b7-8b80-743a7525e54f | Clause:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH MEMBER HEREBY WAIVES EACH SUCH MEMBER'S RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) BASED UPON OR ARISING OUT OF OR RELATED TO THE COMPANY, THIS AGREEMENT, THE CONTRIBUTION AGREEMENT, OR THE TRANSACTIONS CON... | Label: Waiver Of Jury Trials |
fa31745e-e4e5-4111-98f5-367a5d51be64 | Clause:
Each of the Bigfoot Parties has all requisite power, authority and capacity to enter into this Release, to perform such party's obligations hereunder and to consummate the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Authority |
ad3b9706-ce7b-4c22-b330-30dd422cc1e0 | Clause:
This Agreement, together with the Confidentiality Agreement, constitutes the complete understanding between Executive and the Company and supersedes any and all prior agreements (to the extent the terms thereof are inconsistent with this Agreement), promises, representations, or inducements, no matter its or th... | Label: Entire Agreements |
a3904ec8-641c-45d7-852a-6dd5b845b0f7 | Clause:
Each Loan Party has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by eac... | Label: Authority |
e7edd041-4feb-4a2e-9dcc-c114c8a800f2 | Clause:
Buyer is an entity duly organized, validly existing and in good standing under the laws of Malta. Buyer has the power, authority and legal capacity to execute and deliver this Agreement and the documents to be executed and delivered by Buyer at the Closing pursuant to the transactions contemplated this Agreemen... | Label: Enforceability |
db187c0e-fdec-4456-bd9e-a17e5b76e8ed | Clause:
No Litigation is pending or, to the knowledge of Borrower, threatened by or against Borrower or against its properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect. ... | Label: Litigations |
9b27f7f6-8d18-4b6a-b999-9c90e9a79b66 | Clause:
The Company shall maintain for itself and its Significant Subsidiaries, or shall cause each of its Significant Subsidiaries to maintain in full force and effect, insurance in such amounts, subject to deductibles and self-insurance retentions, and covering such properties and risks, as is consistent with sound b... | Label: Insurances |
a3771828-25b5-4ea1-a94c-76f44d0b0e95 | Clause:
This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor makes any representation, warranty, covenant or undertaking... | Label: Entire Agreements |
2c5adf56-68ce-4c04-9412-93b3291b45dd | Clause:
This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof of this Agreement.
Task: Classify this ... | Label: Entire Agreements |
26c1cba1-518e-4475-89b5-6dea4da26b03 | Clause:
If any of the covenants set forth in Sections 2 – 9 of this Agreement, and their corresponding definitions, are held by a court of competent jurisdiction to be invalid or unenforceable as currently drafted, the Parties authorize that court to modify any such provision or definition by limiting and reducing it s... | Label: Modifications |
81f24544-6af5-4ba6-aa28-8b99196182da | Clause:
Consultant represents that as of the date hereof he has expressly advised senior-most management of the Company any information that he believes is not otherwise already known to such management and that would be material to such management in connection with the preparation and completion of the Company’s Form... | Label: Representations |
4419ae60-25e2-4118-876a-5734f016f390 | Clause:
All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public, which refers to the Loan Documents, the Loan, Lender, a Loan purchaser, the Servicer or the trustee in a Secondary Market Transaction, shall be subject to the prior written approval ... | Label: Publicity |
51110d3b-ab6e-4d4d-83cc-6b391d0a720a | Clause:
The execution, delivery and performance by the Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subjec... | Label: Authorizations |
9b0e481f-8124-405e-9f64-fec270aa0c40 | Clause:
This Waiver and Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York.
Task: Classify this clause into ONE of these... | Label: Governing Laws |
af168cfc-dc9b-4d63-9f37-500c0e6071ac | Clause:
The Borrower shall cause each Loan Party and its Subsidiaries to maintain insurance respecting each of the Loan Parties and their Subsidiaries’ assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged i... | Label: Insurances |
62fb7d1e-473a-4541-96a0-e801053180c9 | Clause:
Set forth on Schedule 5.13 is a complete and accurate summary of the property and casualty insurance program of the Co-Borrowers and the Subsidiaries as of the Closing Date (including the names of all insurers, policy numbers, expiration dates, amounts and types of coverage, annual premiums, exclusions, deducti... | Label: Insurances |
1f67d3c8-feed-41db-87e7-bf81de00ae80 | Clause:
All defined terms used herein without definition shall have the meaning ascribed thereto in the Agreement; provided that all references to "Baltic Avenue" or "Baltic Drive" in the Agreement shall be deemed to be "Baltic Way" for all purposes.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Definitions |
a0b04858-78e4-475f-bcec-a496748dcc23 | Clause:
As used in this Section, the term “Expenses” shall include, without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements, and costs, attorneys’ fees, accountants’ fees, and disbursements and costs of attachment or similar bonds, investigations, and any expenses of est... | Label: Expenses |
3a7e32ff-8eea-47f8-8041-6807e0167ce1 | Clause:
No provision of this Release may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer of the Company as may be specifically designated by the Board of Directors of the Company.
Task: Classify this clause into ONE of the... | Label: Amendments |
31127831-4cdc-4fe3-9a14-8e4fa192d41e | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Certificate of Incorporation or the Com... | Label: No Conflicts |
ca35d172-89db-4571-ad5a-207530e71df5 | Clause:
Assignor warrants and represents that it/he/she has good title to said Debt, full authority to sell and transfer same, that any shareholder or Board of Director approval of the Assignor has been obtained and that said Debt is being sold free and clear of all liens, encumbrances, liabilities and adverse claims, ... | Label: Representations |
be58b5db-96d0-4c57-bf64-153692291204 | Clause:
The Borrower shall keep adequate books and records of account, in which true and complete entries will be made reflecting all of its business and financial transactions, and such entries will be made in accordance with GAAP, in each case consistently applied and applicable law. The Borrower shall keep internal ... | Label: Records |
dcd0f6cf-b542-4384-980c-d67ff1d7bbd8 | Clause:
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against Agent or any Loan Party, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of th... | Label: Interpretations |
d03b878c-11b4-4a04-82f3-783706519d5d | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,... | Label: Waiver Of Jury Trials |
bc065554-3575-4977-818e-fac79b233ddd | Clause:
The covenants, agreements, representations and warranties made herein by Assignor and NewCo shall survive the execution and delivery of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Survival |
03fe57fb-cc27-4931-b875-83ff7f1e2966 | Clause:
Any notice required to be given or delivered to the Company shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing (including email) and addressed to Participant at the partic... | Label: Notices |
3667b3b1-7a11-4c6d-941a-d2538d15ce64 | Clause:
If there is any change in the number or kind of shares of Company Stock outstanding by reason of (i) a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares; (ii) a merger, reorganization or consolidation; (iii) a reclassification or change in par value; or (iv) any other ... | Label: Adjustments |
b5f9a389-820d-47fa-8737-9797fed1d9a3 | Clause:
This Sixth Amendment shall become effective only upon its full execution and delivery by Landlord and Tenant. This Sixth Amendment contains the parties’ entire agreement regarding the subject matter covered herein, and supersedes all prior correspondence, negotiations, and agreements, if any, whether oral or wr... | Label: Entire Agreements |
3b42d0de-0dfa-4eb6-bf35-0e3afc5517c2 | Clause:
GKF shall pay any personal property and sales and use taxes levied against the Equipment and any other taxes or governmental fees or assessments, however denoted, whether of the federal government, any state government or any local government, levied or based on this Agreement or the use of the Equipment except... | Label: Taxes |
4e96d32f-c84b-4ec2-acf2-0073cd16edaa | Clause:
A Party seeking recovery under this Article 13 (the “ Indemnified Party ”) with respect to a Claim shall give prompt written notice to the Party from which indemnification is sought (the “ Indemnifying Party ”), and shall permit the Indemnifying Party to control any litigation relating to such Claim and the dis... | Label: Indemnifications |
85d1d1af-edb8-4130-b430-abf28063e4e2 | Clause:
The failure of any Loan Party to pay when due, declared due, or demanded by Administrative Agent (at the request of Required Lenders), any of the Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Payments |
025d4130-9dcf-4678-89a1-ab7db2e59da6 | Clause:
The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer or (ii) conflict with, or constitute a default (or an event which with notice or lap... | Label: No Conflicts |
8dffd7e7-a13d-455d-a715-d9073540f95d | Clause:
The Officer agrees that a breach of any of the covenants of this Section 5 would cause material and irreparable harm to the Company that would be difficult or impossible to measure, and that damages or other legal remedies available to the Company for any such injury would, therefore, be an inadequate remedy fo... | Label: Remedies |
5b2d95ce-f708-4089-9a44-ecec42086b87 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto 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 pr... | Label: Successors |
ef40d007-1501-4469-b61e-da82d6e56017 | Clause:
The term of this Sublease (the “ Term ”) shall commence on the date hereof (“ Commencement Date ”) and shall expire concurrently with the expiration of the Master Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Terms |
30fe54e4-a997-4df5-a677-a28cbe581f52 | Clause:
A condition precedent to the Company’s obligation to make or continue the payments associated with a termination without cause shall be your execution and delivery of a release in the form attached hereto as Annex A, as such form may be revised as required by law, within 60 days following your Effective Termina... | Label: Releases |
f6c313d8-a10b-423e-9fd3-976fc63c57e5 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION O... | Label: Governing Laws |
d972f205-b800-43cd-97d1-9b89a433b977 | Clause:
Except as provided in Section 4.26 (“ Limitation on Recourse ”) and subject to Section 4.17 (“ Assignment by Landlord ”), all of the covenants and conditions contained in this Lease shall apply to and be binding upon Landlord and Tenant and their respective heirs, executors, administrators, successors and assig... | Label: Successors |
f7f1dbd2-dc90-423a-8575-efea68c28df9 | Clause:
As used in this Agreement, the terms defined in this Section 21 have the meanings set forth 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, Autho... | Label: Definitions |
1a7241e1-033d-472b-a0e3-fc1df1231368 | Clause:
During and after the executive employee's employment with the Company, the executive employee is required to cooperate with any reasonable request of the Company: (i) in the defense or prosecution of any claims or actions that relate to events or occurrences that transpired while the executive employee was empl... | Label: Cooperation |
93197db3-e0a0-44d7-b07c-716ccf106182 | Clause:
The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida, with full right, power and authority to enter into and perform and do all things contemplated under this Agreement and the Other Transaction Documents to which it is a party necessary to g... | Label: Organizations |
1c95dff8-c307-49b1-a05b-b19340a5fc15 | Clause:
This Contract may be executed in as many counterparts as desired by the Parties, any one of which shall have the force and effect of any original but all of which together shall constitute the same instrument. This Contract may also be executed by exchange of executed copies via facsimile or other electronic me... | Label: Counterparts |
358f60cc-db41-4a28-8f16-6a6567ce733f | Clause:
Each Lender agrees to indemnify each Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Borrower), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnificat... | Label: Indemnifications |
0de6124c-da48-40da-b386-0613a894432b | Clause:
A Party’s failure to enforce, at any time or for any period of time, any provision of this Agreement, or to exercise any right or remedy will not constitute a waiver of that provision, right or remedy or prevent such Party from enforcing any or all provisions of this Agreement and exercising any rights or remed... | Label: Waivers |
34135152-a62f-4b90-a1d6-31a32261efd3 | Clause:
This Agreement (including the exhibits hereto) constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, and understandings, whether written or oral, among the Parties with respect to the subject matter of this Agreem... | Label: Entire Agreements |
70668a83-9bd2-434d-8f81-4f3801b2cd92 | Clause:
The provisions of Sections 6 through 22 shall survive the termination 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, B... | Label: Survival |
23f4bc42-7990-4f62-88d7-d5b073a51234 | Clause:
Neither this Agreement nor any of its terms or provisions may be amended, modified, changed, waived or discharged, except by an instrument in writing signed by the Party against whom the enforcement of the amendment modification, change, waiver or discharge is sought. Proposed amendments shall be submitted to t... | Label: Amendments |
23a1e9ef-ea13-4dd6-a9b7-52223d175d63 | Clause:
Stockholder hereby agrees that Parent may publish and disclose in any proxy materials (including all documents and schedules filed with the SEC), Stockholder’s identity and ownership of the Shares and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement and may further f... | Label: Further Assurances |
43c14299-fd60-45e9-91d6-03f3a01398fd | Clause:
This Award Agreement, and Exhibit A hereto, shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of... | Label: Governing Laws |
b52c8bad-f6ca-4f7f-94c1-081c7049b421 | Clause:
The Company shall indemnify the Executive in accordance with the Indemnification Agreement between the parties of even date herewith.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Indemnifications |
c75687d6-6949-421c-828e-99b9e76e76d7 | Clause:
No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, po... | Label: No Waivers |
173beb55-9367-4648-bcf2-e9f3839241fe | Clause:
Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is bein... | Label: Compliance With Laws |
9fa07923-f42f-4b5f-ac8f-ac42318b3d66 | Clause:
It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, including, without limitat... | Label: Specific Performance |
e1a0b872-8a9b-434c-9f4c-b1ba99fcfc14 | Clause:
This Agreement, including the Schedules to this Agreement, and the Agreement constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings and negotiations, both written and oral, between the Parties with re... | Label: Entire Agreements |
c75c9a94-5468-4b02-aa31-62ad9f9094c8 | Clause:
This Agreement may be executed in multiple counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same coun... | Label: Counterparts |
e7f0713b-33a9-4094-a83a-831b3080d123 | Clause:
This Agreement shall be governed and interpreted in accordance with the laws of the State in which the Property is located.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Governing Laws |
72eaa89b-df6b-4694-9294-7aeff3b025b8 | Clause:
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of th... | Label: Adjustments |
b3452059-7acd-4dc9-a5c6-e368a310080c | Clause:
The Borrower shall (and shall cause each Borrower Party to) not create, form or acquire any subsidiary or enter into any partnership or joint venture, except, with respect to each Borrower Party, as set forth on Annex 4 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Subsidiaries |
de583bfd-73b1-46d3-852d-5d388c0975cc | Clause:
If any provision of this Agreement is held illegal, invalid, or unenforceable, such holding shall not affect any other provisions hereof. In the event any provision is held illegal, invalid, or unenforceable, such provision shall be limited so as to effect the intent of the Parties to the fullest extent permitt... | Label: Severability |
cd875480-7c3e-46a0-ba49-4a22ba2f8d60 | Clause:
Set forth on Schedule 5.19(b) attached to the Disclosure Letter, as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of all registered or issued Intellectual Property (including all applications for registration and issuance) owned b... | Label: Intellectual Property |
bb38626f-f7ba-4932-8c32-350b16743e8c | Clause:
Whenever used in this Agreement, the singular number will incl ude the plural, and the plural number will include the singular, and the masculine or neuter gender shall in clude the masculine, feminine, or neuter gender. The headings of the Sections of this Agreement have been inserted for purposes of convenie... | Label: Construction |
e89a3a52-e816-4b6f-8adb-d7763eaa45eb | Clause:
This Amendment No. 4 shall be governed by and construed in accordance with the laws of the State of New York, but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.
Task: Classify this c... | Label: Governing Laws |
5a80ff2d-5c8f-4024-ac2d-021c6bfab3d9 | Clause:
The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in... | Label: Assignments |
916173a3-82de-4bdc-8349-8fd8fa6455ea | Clause:
Executive agrees that it may be impossible to assess the damages caused by Executive’s violation of this Agreement or any of its terms. Executive agrees that any threatened or actual violation of this Agreement or any of its terms will constitute immediate and irreparable injury to the Company and the Company s... | Label: Remedies |
086c9d70-cc1d-45c0-aeb6-2531d3129a26 | Clause:
Each Borrower and each other Loan Party shall pay, indemnify, defend, and hold the Lender-Related Persons (each, an “ Indemnified Person ”) harmless (to the fullest extent permitted by applicable law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, ... | Label: Indemnifications |
ea32377f-2024-4c18-bb94-bfa3243de12c | Clause:
All plans [as defined in §4021(a) of the Employee Retirement Income Security Act of 1974, as amended or supplemented from time to time (“ERISA”)] for which Borrower is an “employer” or a “substantial employer” [as defined in §§3(5) and 4001(a)(2) of ERISA, respectively] are in compliance with ERISA and the regu... | Label: Erisa |
ff9df169-25b8-4a78-8748-e7a4ec9b8cb8 | Clause:
Subtenant's contractors shall obtain and provide to Tenant and Landlord certificates evidencing workers' compensation, public liability, property damage, and with respect to contractors providing construction workmanship or materials, "Builder's All Risk" insurance in amounts and forms and with companies reason... | Label: Insurances |
cde4c68c-bc8b-4cd2-9d7f-fbefd48de6cc | Clause:
In the event of actual or threatened breach by Executive of any of his covenants in Articles V , VI, or VII , the Company shall be entitled to equitable relief by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to which... | Label: Remedies |
45415a35-c11c-4cd1-a327-038803a012a1 | Clause:
This Security Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Security Agreement. Receipt of an executed sign... | Label: Counterparts |
e1270d4f-b23b-43e8-8c2a-38bfa76ee8e5 | Clause:
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), and by facsimile transmission or other electronic means, which signatures shall be considered original executed counterparts, each of which when so executed shall be deemed to be an original, but all of w... | Label: Counterparts |
10e69daa-de4f-4d5e-8c38-92930315c33f | Clause:
The Company, by action of the Compensation Committee of the Board, or the Chief Executive Officer or the Chief Human Resources Officer of the Company, to the extent authorized by the Compensation Committee of the Board, may amend the Plan, in whole or in part, at any time and from time to time. Any such amendme... | Label: Amendments |
34af4387-20d0-40d8-99eb-aaad951db9e5 | Clause:
All information relating to or concerning the Company and/or any of its Subsidiaries set forth in this Agreement or provided to the Purchasers pursuant to Section 2(d) hereof or otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not... | Label: Disclosures |
02f497db-1970-4e85-9c3e-e161f373939f | Clause:
If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, r... | Label: Interpretations |
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