id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
7d0fa5a0-28d6-4a2f-9d14-f10582d792fd | Clause:
(i) At any time prior to the expiration of the Inspection Period, in the event that Buyers determine, in their sole discretion, that their due diligence review of the Assets and the Accounts Receivable are not satisfactory to Buyers, Buyers shall have the right to terminate this Agreement upon notice to Seller,... | Label: Terminations |
8b21ed64-49dc-4ce5-a823-6aa77e72fef5 | Clause:
The Company has all necessary power and authority to enter into, and be bound by the terms of, this Letter Agreement, and the execution, delivery and performance of the undertakings contemplated by this Letter Agreement have been duly authorized by the Company.
Task: Classify this clause into ONE of these type... | Label: Authority |
fa22833a-c185-41e0-a5fc-3049a80253f7 | Clause:
Regardless of any action taken by the Company or any other Participating Company with respect to any or all income tax, social insurance, National Insurance Contributions, payroll tax, payment on account or other tax-related amounts, if any, or other tax-related withholding obligations in connection with any as... | Label: Tax Withholdings |
570db262-77ba-49a2-9bf9-4de417d37b32 | Clause:
Schedule 4.7 sets forth a list, as of the Closing Date, of all of the Subsidiaries of the Borrower and, as to each such Subsidiary, the percentage ownership (direct and indirect) of the Borrower and each direct owner thereof. Except for the ownership interests expressly indicated on Schedule 4.7 , as of the Clo... | Label: Subsidiaries |
492d6343-1031-4e8d-b007-10650a6cfbed | Clause:
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all reasonable expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date and (ii) each Departing Lender shall have received payment in... | Label: Fees |
66910638-d3ed-48ce-9a6d-604fb5583752 | Clause:
This Amendment shall be effective as of the date first written above; provided that on or before such date the Administrative Agent shall have received (i) copies of this Amendment duly executed by the Borrower, the Administrative Agent and the Required Lenders and (ii) the Administrative Agent’s and its affili... | Label: Effectiveness |
5a007d4a-1e3b-43c9-900f-cda7ff1efb95 | Clause:
This Agreement may be signed in counterparts, both of which shall be deemed an original, but both of which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement or a signature transmitted by facsimile or electronic mail shall have the sa... | Label: Miscellaneous |
e5e5c0d7-a895-45e4-95df-7efb32fae329 | Clause:
The representations and warranties made in this Agreement will not survive the Plan Effective Date. Covenants and agreements that by their terms are to be satisfied after the Plan Effective Date shall survive until satisfied in accordance with their terms.
Task: Classify this clause into ONE of these types (ex... | Label: Warranties |
46f00d2a-e905-4967-8e5e-3e756cf02eca | Clause:
The parties hereto acknowledge that money damages would not be an adequate remedy at law if any party fails to perform in any material respect any of its obligations hereunder and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law, in equity or, after the Closi... | Label: Specific Performance |
2d5ed87f-7295-49c9-aab4-413d8329e87a | Clause:
Upon satisfaction of the conditions precedent in Section 3.1 , this Third Amendment shall be effective as of December 12, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Effectiveness |
4851d63d-481c-4fd0-85b6-6e4a3dfa790c | Clause:
Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 4.4(f), each notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have been given upon the Administrative Agent’s (or its delegate’... | Label: Notices |
1626aa4c-360e-4a87-84c7-469af70734a9 | Clause:
Purchaser shall pay the cost of the premium for the Title Policy and any Survey prepared by Purchaser.
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, Aut... | Label: Titles |
eb2cde60-5cc0-43e6-80ed-75e13f13dd71 | Clause:
Without regard to principles of conflicts of law, this Agreement, and all claims of causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, a... | Label: Waiver Of Jury Trials |
4b52f516-794e-4aae-9efd-c162d4d268a9 | Clause:
You hereby agree that the covenants set forth in Sections 12(a), (b), (c) and (d) are reasonable with respect to their scope, duration, and geographical area. If the final judgment of a court of competent jurisdiction declares that any term or provision of Sections 12(a), (b), (c) or (d) is invalid or unenforce... | Label: Enforcements |
ecec320d-7549-4032-b23c-8a03a9e02ec5 | Clause:
This Release shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and to be performed solely within such State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Governing Laws |
e3ee3565-b620-46d2-808a-dbbf8b97dee3 | Clause:
Except as would not reasonably be expected to have a Material Adverse Effect, each of the Partnership Entities carries or is covered by insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is reasonably adequate for the conduct of their respective businesses ... | Label: Insurances |
08793cdc-be48-4683-88dd-2ed16a11ff58 | Clause:
Subject to the terms and conditions of this Agreement, from time to time after the Closing, the Company and each Purchaser agree to cooperate with one another, and at the request of the Company or the Purchaser, as applicable, to execute and deliver any further instruments or documents and take all such further... | Label: Further Assurances |
10656a01-f441-4c0a-bfd5-2044838b7c49 | Clause:
References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference only and shall not lim... | Label: Construction |
514108dc-77d1-43e5-8bb8-ce1d9b216435 | Clause:
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting this Agreement.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Headings |
4f178281-46f2-4a95-80f2-ac0e4ff8d78b | Clause:
This Agreement together with the other Credit Documents and the Security Documents represents the entire agreement of each of the Grantors and the Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Grantor, the Collateral Agent... | Label: Integration |
21c545ce-e192-44b5-a020-1226aea940a1 | Clause:
The BORROWER hereby agrees to indemnify, defend, reimburse and hold harmless the BANK and each of its affiliates, and all the directors, officers, employees, agents, legal counsel and advisors of the BANK (each, an "INDEMNIFIED PARTY") from and against all claims, actions, proceedings, suits, damages, losses, l... | Label: Indemnity |
5adc8d3c-2f67-4023-8461-8656d7ac68a3 | Clause:
In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall ... | Label: Severability |
a9d94404-0571-4799-9775-68ea4824894c | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordatio... | Label: Assignments |
5490d3d0-fbf9-422c-b429-d9fc02e79255 | Clause:
Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain Extensions of Credit hereunder, and each such Loan Party has taken all necessary corporate or oth... | Label: Authorizations |
6ecb4507-e0c4-47c6-bfcf-03f5e539297a | Clause:
During the Advisory Period you shall receive a monthly payment equal to the quotient of (i) one (1) times the greater of (I) the sum of your Base Salary and Target Bonus as in effect as of immediately prior to execution of the Employment Agreement and (II) the sum of your Base Salary and Target Bonus as in effe... | Label: Fees |
39a7e3e6-6ff8-48be-936e-f5d5422e80ab | Clause:
The Bank shall have received the Borrower’s request for such Revolving Loan as required under Section 2.2.
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: Notices |
5673d1c5-50e7-4802-9d25-bbfe02bf4453 | Clause:
The term of this Agreement shall be from and after the date hereof through and including the earlier of (i) the date on which the Customer has fully satisfied its obligations to Bank pursuant to the terms and conditions of the Bank Credit Agreement and Bank has released its lien on the Bank Collateral or (ii) t... | Label: Terms |
cf4173d9-1b14-4d92-80b5-a2903aebdf39 | Clause:
Each Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing Lender and any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reas... | Label: Indemnity |
5cfb9008-816a-462f-b0ea-7e79d1dcd7e3 | Clause:
Each of the Borrower and the Significant Subsidiaries has good title to, or valid leasehold interests in, all its material properties and assets, except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets ... | Label: Liens |
f608099f-6e9f-48c0-a78e-de066e9a7282 | Clause:
In the event of any Dispute, the Parties will first attempt to resolve such Dispute by referring it to the senior management of the Parties and Transporter (if applicable) for resolution. If such Dispute has not been resolved within fifteen (15) Days after such referral to the senior management of the Parties a... | Label: Arbitration |
e90367d3-4641-4327-b9be-1f1f6287624f | Clause:
Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. In case any provision in or obligation under this Agreement or any other PMH Docu... | Label: Severability |
20062b7d-e38f-4db3-aa8d-98b71a967776 | Clause:
All provisions of this Mortgage shall be governed by the laws of the State of Florida.
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, Bas... | Label: Applicable Laws |
eef952a8-ef15-4f52-a592-2512cc07f67e | Clause:
Governing Law . This Agreement and the other Loan Documents, unless expressly set forth therein, shall be governed by, and construed in accordance with, the law of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to t... | Label: Governing Laws |
989caa24-0130-426e-b247-1bb5c6ef6bc3 | Clause:
For the avoidance of doubt, the Borrowers shall indemnify all applicable Lenders for breakage costs incurred in connection with the Specified Prepayment and the Commitment Reduction in accordance with Section 2.13 of the Existing Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one... | Label: Indemnifications |
8b8cd2a9-3d05-4eee-b3a6-cdb0a1d6b454 | Clause:
Each Plan to which any Seller, Guarantor or its Subsidiaries make direct contributions, and, to the knowledge of each Seller, each other Plan and each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisi... | Label: Erisa |
dc743be9-5667-4bc9-9491-04734e4a30ca | Clause:
There is no pending Proceeding against the Shareholder that involves the Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement and, to the knowledge of the Shareholder, no such Proceeding... | Label: Litigations |
365c6709-8e9d-4c87-af56-8810810aac46 | Clause:
The proceeds of the Loans will be used as set forth in Section 3.13 . No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that its Subsidiaries shall not use, the proceeds of any Borrowing or Letter of Credit (A) for any payments to any Person ... | Label: Use Of Proceeds |
2837957c-d698-494c-833f-bfe467f52f60 | Clause:
The terms and conditions (including, without limitation, the exercise period of the Stock Appreciation Right, the vesting schedule applicable thereto and the impact of any termination of service on the Participant’s rights with respect to the Stock Appreciation Right) applicable with respect to (i) Stock Apprec... | Label: Terms |
234213f2-0e7f-4dab-9f9f-9e46ef0482b9 | Clause:
The Company shall reimburse the Executive for all reasonable expenses incurred by the Executive (in accordance with the policies and procedures in effect for senior executives of the Company) in connection with the Executive’s services under this Agreement. The Executive shall account to the Company for expense... | Label: Expenses |
27a40d67-33c9-46c0-8bde-139c633adf27 | Clause:
Any Proceeding seeking to obtain a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration in connection with this Agreement shall and may be brought in the Delaware Court of Chancery or, where such court does not have jurisdiction, any state or federal court within the State of De... | Label: Consent To Jurisdiction |
267a854a-b76d-46cf-9386-27b00c81cd1d | Clause:
The Parties shall with reasonable diligence do all things and provide all reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desir... | Label: Further Assurances |
d0a1e9a0-fc4c-4322-a368-796a1c0c71cf | Clause:
In the event of any termination of this Agreement pursuant to Section 5.1 , there shall be no further liability or obligation hereunder on the part of any party hereto with respect to which this Agreement is terminated; provided , however , that the covenants set forth in Section 2.1(e) , Section 3.1(a)(i) and ... | Label: Survival |
9e04f588-a026-4881-99a7-1d9a33712625 | Clause:
The parties agree to cooperate fully and execute any and all further documents and to take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Cooperation |
e9e87094-eb0f-40fd-85ba-61a80fe224d6 | Clause:
The term of Executive’s employment with the Company shall commence on the consummation of the spin-off from HCP, Inc. (“ HCP ”) of the Company (such spin-off, the “ Spin ” and such date, the “ Effective Date ”) and shall continue until and including the fourth (4th) anniversary of the Effective Date unless earl... | Label: Terms |
ce17d584-14c5-42f3-a3f3-2fe332c75a93 | Clause:
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or fax, if sent to Rodman, at the address set forth on the first page hereof, e-mail: notices@rodm.com, Attention: Head of Investment Banking, and if sent to the Company, to the address set forth on the first ... | Label: Notices |
1835cd25-029e-4f76-b9cc-db2d7b6b9360 | Clause:
THIS AMENDMENT NO. 5 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW 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, Assigns, Author... | Label: Governing Laws |
b386bda4-34f9-4051-87f0-64925f058c54 | Clause:
This Agreement shall be binding upon the parties and their respective permitted assigns.
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: Successors |
add4fd6e-a393-48e9-a30d-e268f5500cb0 | Clause:
Subject to the provisions of Section 8.2(a) , each of the Term Agent, the Term Lenders, each Credit Party and each of their Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document ... | Label: Authorizations |
a168a625-5d8a-4512-95a8-9062d6b17e22 | Clause:
Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except to the extent that the failure to have such title or leasehold interest could not, individually or ... | Label: Liens |
0192d958-94cf-4404-8fbb-d8581bbc4f11 | Clause:
Each Loan Party will comply with all Applicable Laws and the orders of any Governmental Authority except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Except where the failure to do so, individually or in the aggregate, wou... | Label: Compliance With Laws |
7ee4fa5b-423d-47a8-8f14-4ef39eb6374c | Clause:
Without limiting anything in this Section 2 , CAC will, and will cause its controlled subsidiaries to, use its commercially reasonable efforts and continue to cooperate with the Company and other parties in the implementation of the Restructuring, including providing, making available and/or providing access ... | Label: Cooperation |
47357968-51ab-4fcb-94ee-566295bb9c80 | Clause:
The Loan and Security Agreement and any and all other documents executed in connection with the Loan and Security Agreement, including, without limitation, any Amendments thereto, shall hereinafter be collectively referred to as the “Loan Documents”. Capitalized terms used herein and in the recitals hereto, bu... | Label: Definitions |
262f5b01-3fd7-4650-a18c-ab6a4079645b | Clause:
Each of the parties hereto agrees that damages at law are an inadequate remedy for any breach of this Agreement and that, in the event of any breach by a party, the Company, the Manager and the other parties hereto are and shall be, to the fullest extent permitted by law, entitled to obtain a decree or decrees ... | Label: Specific Performance |
3121722e-2da5-40d6-95fb-95fcda7efe03 | Clause:
The Executive shall be responsible for the payment of any and all required federal, state, local and foreign taxes incurred, or to be incurred, in connection with any amounts payable to the Executive under this Agreement. Notwithstanding any other provision of this Agreement, the Company Group may withhold fro... | Label: Taxes |
34200fc3-98b2-4061-accb-6c589345e1b5 | Clause:
The provisions of this Article II shall terminate with respect to all entities other than the Company immediately prior to the consummation of an initial Public Offering or Qualified Merger.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Terminations |
19d7aa9b-c48e-4d58-b1e3-a085ca67eb25 | Clause:
This document incorporates into one document all of the provisions of the Plan, as amended and in effect as of August 1, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Amendments |
3f6e64f0-037e-44f6-98e1-9968df9a6a01 | Clause:
Except as set forth in the SEC Reports, 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... | Label: Transactions With Affiliates |
c5d7cd64-2732-4ba1-8c32-9b1bed196044 | Clause:
The insurance policies held by Parent (collectively, the “ Insurance Policies ”) are of the type and in the amounts customarily carried by Persons conducting a business similar to Parent and Company and are sufficient for compliance with all applicable Laws and contracts to which Parent or Company is a party or... | Label: Insurances |
c73e9d74-237a-4648-8fff-de0a46894bf7 | Clause:
In calculating the threshold set forth in Sections 7.2(b)(i) and the amounts otherwise payable to an Indemnified Party, the amount of any indemnified Losses shall be computed net of (i) payments actually recovered by the Indemnified Party under any insurance policy with respect to such Losses (after giving effe... | Label: Insurances |
3026d5ab-86fa-4a69-af05-04803c9166fa | Clause:
This Agreement may not be amended except by an instrument in writing signed by the Buyer and the Seller. By an instrument in writing, the Buyer, on the one hand, or the Seller, on the other hand, may waive compliance by the other with any term or provision of this Agreement that such other party was or is obli... | Label: Amendments |
f4df31c1-c555-4d86-8b76-e3bd65260012 | Clause:
This Agreement and each other Document constitute the legal, valid and binding obligations of the Purchaser and the Collateral Agent, enforceable against the Purchaser or the Collateral Agent as the case may be in accordance with their respective terms, except as enforceability may be limited by applicable bank... | Label: Binding Effects |
6031aeec-26ed-46c7-9df5-472adcbdcc01 | Clause:
Buyer is hereby directed to withhold from the proceeds allocable to the sale and delivery of crude oil hereunder the amount of severance taxes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Taxes |
7581b8b8-8462-44ea-942a-7ef9c391b590 | Clause:
The representations and warranties set forth in Section 4 hereof shall be true and correct on such date in all respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Representations |
bfc57bcf-6a05-46b9-9bd2-6e1706078f03 | Clause:
This Agreement may be executed in counterparts, each of which constitutes an original, but all of which, taken together, constitute the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Counterparts |
10411c43-a9dd-4e7a-8ae0-5a5782c5a0bc | Clause:
The Borrower and the Restricted Subsidiaries each have good and valid title to, or valid leasehold interest in, all material Property owned by it, and all such assets and Property are subject to no Liens other than Permitted Encumbrances and other Liens permitted under Section 8.03. The Borrower and each of th... | Label: Liens |
6acc5ddd-660f-42af-bb97-237b2ce4b464 | Clause:
If Guarantor fails to timely perform its obligations under this Guaranty, Lender may from time to time, and without first requiring performance by Borrower or exhausting any or all security for the Loan, bring any action at law or in equity or both to compel Guarantor to perform its obligations hereunder, and t... | Label: Remedies |
0cfd15b4-7fd4-45a9-91d7-2d1da75d64e9 | Clause:
Upon payment in full of all outstanding Debenture and Fee Debentures purchased hereunder, together with all other charges, fees and costs due and payable under this Agreement or under any of the Transaction Documents, the Company shall have the right to terminate this Agreement upon written notice to the Buyer.... | Label: Terminations |
9dd94a7b-73b2-4e3a-b9b6-76dbb83beb2c | Clause:
Subject to the terms and conditions set forth herein, Borrower may request an Issuing Bank to issue Letters of Credit in Dollars for the account of Borrower or the account of a Subsidiary under the Revolving Facility ( provided that Borrower shall be a co-applicant, and be jointly and severally liable, with res... | Label: General |
17e9ee8b-656e-480f-a424-60e4425a4c55 | Clause:
Nothing contained herein will confer upon the Executive the right to be retained in the service of the Company or its subsidiaries, nor will it interfere with the right of the Company or its subsidiaries to discharge or otherwise deal with the Executive without regard to the existence of this Agreement. This Ag... | Label: Entire Agreements |
79492118-fdea-4287-afa0-476f073e8fab | Clause:
Upon Changes in Capitalization, Merger, Asset Sale, Dissolution or Liquidation .
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 Sala... | Label: Adjustments |
bc4845f7-2db9-49a8-8794-b2c6434a8324 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made and performed entirely in Ohio, without regard to any law that would result in the application of the laws of another jurisdiction.
Task: Classify this clause into ONE of these types ... | Label: Governing Laws |
7b074178-b3ba-49f4-956a-3e92a598313b | Clause:
Mr. Schultz hereby covenants that at any time after his Retirement Date, or any earlier Termination of his employment with the Bank, he will cooperate with the Bank to the extent reasonably necessary to assist in the transition of his responsibilities and in any litigation or administrative proceedings involvin... | Label: Cooperation |
747ca32a-717e-4ac7-bc14-bf527e42f576 | Clause:
GTHC and Avalon agree to indemnify, defend and hold harmless each other from and against any liability or expense arising out of any claim asserted by any third party for brokerage or finder's fees or agent's commissions, based on an allegation that the other impliedly or expressly engaged such claimant as a fi... | Label: Brokers |
ae8491f1-7c9f-45f1-b1dc-79fe3945787e | Clause:
Each Loan Party and each of its Subsidiaries own, or hold licenses in, or otherwise has the rights to use, all material trademarks, trade names, copyrights, patents, and licenses that are necessary to the conduct of its business as currently conducted.
Task: Classify this clause into ONE of these types (exactl... | Label: Intellectual Property |
6d7052e2-29f4-4514-b0f3-07bb894b0e99 | Clause:
Vendor is a non-reporting company and financials are unaudited. It a condition of the release of the Purchase Price from escrow are that the financial statements be audited by auditors licensed by the PCAOB to ensure disclosure of the financial condition and operating results for the last two years under the r... | Label: Financial Statements |
2433a59f-4510-4c92-b70e-81c88c4c4492 | Clause:
In the event that the Closing shall not have occurred with respect to a Buyer on or before the third (3rd) Business Day following the date of this Agreement due to the Company’s or such Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s failure to waiv... | Label: Terminations |
66b149dc-fa11-412c-a44f-bf6b1edf42ba | Clause:
The parties agree that certain matters in which the Executive will be involved during the Employment Period may necessitate the Executive's cooperation in the future. Accordingly, during the twenty-four (24) month period following the termination of the Executive's employment for any reason, to the extent reaso... | Label: Cooperation |
3226d8e3-59f0-476e-9233-d0627a76a3ce | Clause:
Neither of the Credit Parties are in material violation of any term of or in default under its certificate or articles of incorporation or bylaws or other governing documents. Neither of the Credit Parties are in material violation of any judgment, decree or order or to the best of their knowledge, any statute,... | Label: Compliance With Laws |
a0505b7c-c8b1-4082-bfc9-eeaff5d7dee6 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 9.14 AND SECTION 9.17 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.
Task: Classify this clause into ONE of th... | Label: Governing Laws |
c31710b5-373c-4fe2-b7ea-77aeabc5ccc5 | Clause:
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to Employee shall be addressed to Emplo... | Label: Notices |
8cae015f-9a99-4560-92f9-ebef6a8ea46c | Clause:
This Agreement shall be governed by and construed (both as to validity and performance) and enforced in accordance with the internal laws of the State of Florida applicable to agreements made and to be performed wholly within such jurisdiction, without regard to the principles of conflicts of law or where the p... | Label: Governing Laws |
ad3d92fa-f5bd-4025-a9cd-3339e1f320b8 | Clause:
Company agrees to continue Employee’s medical benefits through October 31, 2016.
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 Sala... | Label: Benefits |
426cf57d-2660-4c93-8457-e377e4f3f855 | Clause:
This Agreement will be governed and construed in accordance with the substantive Laws of the State of New York, except for any Laws of that state that would require the application of the substantive Laws of a different jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Governing Laws |
27a1d6cb-ad84-4c0e-8dc0-00951db1d37d | Clause:
Subject to the next sentence of this Section 9 , the obligations and liabilities of Indemnitor under this Agreement shall survive the payment in full of the Indebtedness. Notwithstanding the provisions of this Agreement to the contrary, if, (a) at any time after the fourth (4 th ) anniversary of repayment in fu... | Label: Survival |
3e6d5f58-61a7-4117-a88f-d67a9190b988 | Clause:
This Amendment, together with the Employment Agreement (to the extent not amended hereby), represents the entire agreement of the parties with respect to the subject matter hereof and shall supersede any and all previous contracts, arrangements or understandings between the parties.
Task: Classify this clause ... | Label: Entire Agreements |
24e7c966-7ed9-42bb-9a7d-7d381c4a383a | Clause:
The validity, interpretation and performance of this Agreement shall be subject to and construed under the laws of the State of Missouri, without regard to principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Jurisdictions |
9421a3ea-9d88-4c9c-8684-a5370fbd6ba4 | Clause:
Each of Borrower and Borrower Representative has been duly organized and is validly existing and in good standing under the laws of the state of its formation, with requisite power and authority, and all rights, licenses, permits and authorizations, governmental or otherwise, necessary to own its properties and... | Label: Organizations |
2ebf23a1-baca-416b-80c2-a38512167ad4 | Clause:
To the extent any provision of this Agreement shall be invalid or enforceable with respect to Employee, it shall be considered deleted herefrom with respect to Employee and the remainder of such provision and this Agreement shall be unaffected and shall continue in full force and effect. In furtherance to and ... | Label: Severability |
7dda8265-f61b-4578-891a-5ec79f4e5373 | Clause:
This Agreement sets forth the entire agreement between the parties regarding the matters addressed herein, and fully supersedes any prior agreements or understandings regarding such matters between the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Entire Agreements |
f8a584a2-1f1a-4e7a-88c4-a836203950ea | Clause:
The Purchaser represents and warrants to the Company that the statements contained in this Section 4 are true and correct as of the date of this Agreement and as of the Initial Closing and the Subsequent Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Representations |
7a96a173-c510-4a8f-9642-3ed5fd1c711b | Clause:
Neither the execution and delivery of this Agreement, the acquisition and performance of the servicing responsibilities by Servicer, the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the ... | Label: No Conflicts |
b808c666-ca15-4094-b724-e22441e6d2a1 | Clause:
For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, if delivered by overnight courier service , or if mailed by registered mail, return receipt requested, postage prepaid, ... | Label: Notices |
2edf8606-d14c-41aa-82db-c36bf5d5b459 | Clause:
The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company. In addition to the foregoing, the Executive shall be entitle... | Label: Expenses |
92e86da0-f57a-44ed-b4c6-ccf7580abcd0 | Clause:
The Company shall withhold the amount of any federal, state, local or other tax, charge or assessment attributable to the grant of any Award or lapse of restrictions under any Award as it may deem necessary or appropriate, in its sole discretion.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Withholdings |
0728267a-c27f-4142-b9cd-240986132e5d | Clause:
All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders t... | Label: General |
cf05cce0-2759-4d88-8141-e1a89a057f82 | Clause:
If any term of provision of this Agreement is determined to be illegal, unenforceable or invalid in whole or in part for any reason, such illegal, unenforceable or invalid provisions or party thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability or valid... | Label: Severability |
f94053b3-a400-4712-8be0-46b7fa590e7e | Clause:
Except as provided in this Agreement, shares of Restricted Stock are not transferable and are subject to a substantial risk of forfeiture until vested as set forth in Section 2(b). The Grantee’s interest in the Restricted Stock shall become transferable and nonforfeitable as of the vesting dates provided in Se... | Label: General |
5bc17eed-fcea-4c31-89fd-840f529ec1ac | Clause:
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings (including without limitation that certain Securities Purchase Agreement betwee... | Label: Entire Agreements |
29f18451-c2b2-4129-a9e8-05908659465f | Clause:
Except for transactions between or among Loan Parties, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in (a) any other transactions with, any of its Affiliates, except that the Borrower or any Subsidiary may engage in any of the foregoing tran... | Label: Transactions With Affiliates |
d0aeefb7-52c0-4440-8552-9cf82619ce81 | Clause:
This Joinder Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission or by email as a “.pdf” or “.tif” attachm... | Label: Counterparts |
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