id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e41f2e1b-e0c9-4fc3-8967-8ef6454ce31b | Clause:
You will become vested in the Awarded Shares at the end of the Vesting Period set forth in Appendix A, provided you remain in the service of the Company or one of its subsidiaries either as an associate, if this Award was granted to you as an associate, or as a member of the Board of Directors, if the Award is ... | Label: Vesting |
d2cb5ef7-03d8-4a70-b90f-88e17db70368 | Clause:
The Company may terminate your employment at any time with or without Cause, because of your death or because of your Disability. You may resign your employment at any time with or without Good Reason. The date on which the termination of your employment becomes effective is the “Termination Date.” If your empl... | Label: Terminations |
eca09b1e-9bb4-4456-b973-1f6f0730130b | Clause:
The consideration and payment set forth in Section 4.03 shall be paid without deduction of any taxes levied against such consideration and payment imposed by any applicable tax authority; provided , however , that each Party is responsible for its own income taxes, corporate taxes and applicable franchise taxes... | Label: Taxes |
d85527a1-ee76-4e91-988c-0be5a84db255 | Clause:
The Executive’s annual base salary shall, effective as of June 1, 2016, be decreased from $300,000 to $230,000. Accordingly, the first sentence of Section 3(a) of the Employment Agreement, as amended by the First Amendment, is hereby further amended, effective as of June 1, 2016, to delete the dollar amount of ... | Label: Base Salary |
5fec5d59-c188-4750-b663-bb1e3b991e3d | Clause:
All decisions or interpretations made by the Committee, in its reasonable discretion, with regard to any question arising under the Plan or this Option Agreement as provided by Section 4 of the Plan, shall be binding and conclusive on the Company and the Employee.
Task: Classify this clause into ONE of these t... | Label: Interpretations |
bbe6395f-4e67-47b3-a615-f5f4a6f1429a | Clause:
This Option Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together constitute one and the same instrument. Facsimile execution and delivery of this Option Agreement is legal, valid and binding execution and delivery for all purposes.
Tas... | Label: Counterparts |
54d8fb77-4a96-495c-88bb-3f7f6922fc99 | Clause:
The Company shall reimburse Kelley Dyre & Warren LLP (counsel to the lead Buyer), on demand, for all reasonable, documented costs and expenses incurred by it in connection with preparing and delivering this Agreement (including, without limitation, all reasonable, documented legal fees and disbursements in conn... | Label: Fees |
8dc3936c-0237-449b-aa95-c129c20e9f25 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
Task: Classify this clause into ONE... | Label: Governing Laws |
0571152f-9866-45a5-9075-33f91f664e83 | Clause:
No effective financing statement or other public notice indicating the existence of a valid Lien on all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Agent pursuant to this Security Agreement or as are permitted by the Credit Agreement... | Label: Titles |
7ffc4745-0604-4300-9ddd-29247d77d7b1 | Clause:
Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings given them in the Repurchase Agreement, or with respect to capitalized terms used in Section 9 and not otherwise defined herein or in the Repurchase Agreement, the respective meanings given to such terms in the Cre... | Label: Defined Terms |
553daa71-81f1-4483-9f0c-1e46b01ccd16 | Clause:
The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 5 hereof.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Terms |
b2d044bd-9746-465a-9da5-f2e66ef25f97 | Clause:
Except for any pre-acquisition notification or Consent requirements under the HSR Act, no Consent is required in connection with the execution and delivery by a Buyer Party of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.
Task: Classify this ... | Label: Consents |
8da9fcab-0a6b-42d1-8744-6a3017addd17 | Clause:
Each Debtor shall pay promptly prior to delinquency all property and other taxes, assessments and government charges or levies imposed upon, and all claims (including, without limitation, claims for labor, materials and supplies) against, the Equipment or Inventory, except to the extent the validity thereof is ... | Label: Taxes |
3aab192e-7226-4618-a05d-65e02ebd8e06 | Clause:
The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except (other than with respect to Anti-Corruption Laws, applicable AML Laws and applicable Sanctions) where the failure to do so, individuall... | Label: Compliance With Laws |
8a2d1be1-7122-4dd1-90e6-98aded5d4bd4 | Clause:
If one or more Stockholders (together with their respective Permitted Transferees) holding no less than a majority of all the Common Shares (assuming conversion of all outstanding shares of Series B Preferred Stock) (such Stockholders, the “ Dragging Stockholders ”), propose to consummate, in one transaction or... | Label: Participations |
204e321b-72b2-45f4-88ee-95f01b8d1e4c | Clause:
Each Indemnifying Party shall reimburse the Indemnitee for all reasonable out-of-pocket expenses (including legal, consulting and accounting fees) in the course of proceedings described in Section 6.01 to the extent those expenses are reasonably attributable to the Indemnifying Party or any of its Affiliates, o... | Label: Expenses |
c88bc9b1-7b22-4735-bb1b-a5a8266654c4 | Clause:
Any payment under this Article 7 that is more than [**] past due will be subject to interest at an annual percentage rate of [**] plus [**] if a Party does not make payment within [**] of its receipt of notice that such amount is past due. Likewise, any overpayment that is not refunded within [**] after the da... | Label: Interests |
3221d72e-5287-4444-b418-81197e35d292 | Clause:
Executive shall participate in the Company’s discretionary time off program, which went into effect January 1, 2016, or such other program or benefit as the Company may offer to its similarly situated employees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Vacations |
4ca10237-6e77-40f9-ad8e-decd0a8f24b4 | Clause:
All payments under this Note shall be made in lawful tender of the United States no later than 5:30 pm, Eastern Standard Time, on the date on which such payment is due, by wire transfer of immediately available funds to the account identified by the Holder.
Task: Classify this clause into ONE of these types (e... | Label: Payments |
7ec060dc-0183-43fb-9a99-e1b9372ded80 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations, in each case, hereunder without the prior written approval of the other Par... | Label: Assignments |
e9852962-8bce-48b9-9c02-954e7ac01992 | Clause:
The Company’s obligations under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securities and... | Label: Approvals |
55099f86-431a-4bd5-8279-ba556bdfa54b | Clause:
This Agreement, inclusive of all schedules attached hereto, sets forth the entire agreement between the parties hereto, and supersedes all prior agreements or understandings between the parties pertaining to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Entire Agreements |
a6caf051-2b11-49cf-97bd-b7e847a32eb4 | Clause:
Accrued interest under this Note shall be due and payable in arrears on the last day of each Interest Period. The principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, if not sooner paid as provided herein, shall be due and payable on September 22, 2017... | Label: Payments |
e7b305c4-6fd5-490f-9642-4231aeecdf20 | Clause:
This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument. An executed facsimile or .pdf of this Amendment may be relied upon as having, and shall be deemed to have, the same force and... | Label: Counterparts |
9e6ffaac-b760-43a2-bb81-dc8af9a88b34 | Clause:
The Lender shall have received (i) audited consolidated financial statements of Holdco for the 2015 fiscal year, (ii) unaudited interim consolidated financial statements of Holdco for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this ... | Label: Financial Statements |
61a9acf8-5051-483d-b516-0a73138411db | Clause:
This Agreement may not be amended, supplemented or otherwise modified, except by a written instrument executed by PE Member and Developer. No provision of this Agreement may be waived except by a written instrument executed by the party against whom the enforcement of such waiver is sought and then only to the ... | Label: Amendments |
b5b42ee7-9552-400f-bad5-c3d9a0b725d2 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
6de49085-be2f-4482-bd3f-9018c2524d70 | Clause:
Except as set forth in Schedule 4.8 , each Group Member has good and indefeasible title in fee simple to, or a valid leasehold or subleasehold interest in, all its real property, and good title to, or a valid leasehold interest in or right to use, all its Property (other than Intellectual Property), in each cas... | Label: Liens |
04d94fc8-5971-4177-b892-71633a126249 | Clause:
All obligations under this Note shall be the joint and several obligations of each of the individuals and entities comprising the Borrower, if more than one. This Note shall bind the heirs, personal representatives, successors and assigns of Borrower. The endorsers, guarantors, and sureties of this Note and eac... | Label: Miscellaneous |
be74d0ef-b79e-4baa-b5fa-6eabe4b338dc | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to exchange with the Purchasers, severally and not jointly, principal and accrued but unpaid interest in the Ex... | Label: Closings |
b4fcffe4-ea25-4abe-b474-5b155de2cac5 | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the ... | Label: Integration |
b274cb02-9e7f-4ebc-938a-0efdef30d1aa | Clause:
The parties hereto agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed by a party hereto in accordance with their specific terms or were otherwise breached by such party, and that the other parties hereto would not have an adequate remedy at law f... | Label: Specific Performance |
f7cbbd32-e9b7-42f1-8a22-b2660398e330 | Clause:
Other than as set forth in Section 10.24 , all necessary Gaming Permits in connection with the Transactions, including without limitation, the transactions contemplated by the Loan Documents, shall have been obtained and shall remain in full force and effect, and all applicable waiting periods shall have expire... | Label: Approvals |
80144821-52ef-4eb5-b2c2-b73e50bbf67b | Clause:
This Agreement shall be governed by, enforced and construed under and in accordance with 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, As... | Label: Governing Laws |
bf117db4-78e2-4a69-9b98-35840b3dd861 | Clause:
The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any ... | Label: Construction |
56b12121-63f6-444e-bd5e-5c042460319b | Clause:
Indemnitor, on behalf of Indemnitor and Indemnitor’s heirs, personal representatives, successors and assigns (collectively, the " Releasors "), hereby forever fully and irrevocably releases and discharges the Indemnitees and each of their affiliates, and each of their respective predecessors, successors, direct... | Label: Releases |
55e36ce5-4dec-4d85-8506-feb1b7521cbc | Clause:
Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (... | Label: Notices |
d36559b7-fb2f-41cf-a9d9-2e250a790883 | Clause:
This Agreement may be terminated by any Purchaser or by the Company with respect to 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 b... | Label: Terminations |
2fd307eb-a875-43f8-b681-782a91fb2c23 | Clause:
(a) The General Partner shall not be liable for the return of all or any part of the Capital Contributions of the Limited Partners. Any returns shall be made solely from the assets of the Partnership according to the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Indemnifications |
466e9be4-a70d-4ed8-915b-63945adc8422 | Clause:
The Company or its Affiliates shall be entitled to require a cash payment (or to elect, or permit the Participant to elect, such other form of payment determined in accordance with Section 11.2 of the Plan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant an... | Label: Tax Withholdings |
ad0aaae5-56f3-48cc-a4ca-8475be27bfcd | Clause:
(a) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in Liability of any Company under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000, or (b) General... | Label: Erisa |
86d8e147-215f-4b7c-9274-52c944b21d79 | Clause:
Any notice required or permitted by this Agreement or the Note shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the U.S. mail as certified or registered mail with post... | Label: Notices |
d6fc7ccc-b6a5-4c9b-9bae-7363450ff908 | Clause:
Upon the request of Administrative Agent, it shall execute or deliver any additional agreements, documents and instruments, and take such further actions as may be reasonably requested by Administrative Agent from time to time, to assure Administrative Agent is perfected with a first priority Lien on the Collat... | Label: Further Assurances |
69ccc0d7-5617-48af-8a36-d5943b330d1d | Clause:
The waiver by CDK of any breach of this Agreement by me shall not be effective unless in writing signed by the President of CDK, and no such waiver with regards to me or any other person under a similar agreement shall operate or be construed as a waiver of the same type of breach or any other breach on a subse... | Label: Waivers |
5babff22-75bf-4fe2-a7aa-ef06e6af6a4d | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) during the two years preceding the date hereof (or such shorter period as the Company was required b... | Label: Financial Statements |
9272bcde-5dc8-41ee-a896-3830c61b8110 | Clause:
Other than as could not be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries have filed all tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries, except s... | Label: Taxes |
880a9ad5-d00d-4752-ae40-bd5e9a59dcbe | Clause:
Subscriber has not retained any broker, finder or agent or agreed to pay any brokerage fees, finder's fees or commissions with respect to the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Brokers |
960caf8a-b22b-4c13-9f28-b2e9fddac597 | Clause:
Grant or permit to exist (voluntarily or involuntarily) any lien, claim, security interest or other encumbrance whatsoever on any of its assets, other than Permitted Liens (as defined in the Senior Credit Agreement as in effect as of the date hereof).
Task: Classify this clause into ONE of these types (exactly... | Label: Liens |
edf2198f-078a-4bcf-909e-a7b9be8a295a | 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 |
33143cfb-414a-4aa7-9633-fabfb4816d0f | Clause:
The insurance coverage of the Loan Parties and the Restricted Subsidiaries as in effect on the Closing Date in excess of $10,000,000 is outlined as to carrier, policy number, type and deductible on Schedule 9.1.17 . As of the Closing Date, all premiums due and payable in respect insurance covering a material po... | Label: Insurances |
eaf03e24-e785-4c4a-985a-5ee542d2b8bf | Clause:
The respective indemnities, representations, warranties and covenants of the Counterparty, the Dealer Manager and the Company as set forth in this Agreement shall remain in full force and effect and shall survive the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one... | Label: Survival |
2c10da3f-2165-4ae0-bf06-51206201f20b | Clause:
This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution,... | Label: Authority |
0752ffea-dac8-42fa-a0d7-e54f2895d11f | Clause:
If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive’s legal representatives under this Agreement, other than for (i) payment of Accrued Obligations (which shall be paid... | Label: Death |
c9c2353c-9bb5-4364-98ac-8548b3a2d7b9 | Clause:
Except for [***], whose fees shall be paid at Closing by the Seller, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.
Task: Classify... | Label: Brokers |
016f33c4-f84a-46e4-9c96-7428de6667d3 | Clause:
The Article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Headings |
ee4601a6-c2a1-4c7e-a021-fb750822240c | Clause:
Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth in Exhibit A ) by any of the following means: (i) personal service; (ii) electronic communication, whether by telex, telegram or telecopying or other form of electronic communication; (iii) overnight courier; ... | Label: Notices |
dc7f73e4-e225-4448-9918-6fc3ab82e252 | Clause:
The Company shall have performed and complied with in all material respects all of its covenants and agreements required to be performed or complied with by it under this Agreement on or prior to the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Agreements |
fc7af61e-acf9-42cf-8a2d-c603876d4a0e | Clause:
The proceeds of the Term Loans shall be utilized for general corporate purposes.
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: Use Of Proceeds |
c50ff86a-a9ad-465e-833b-58fc80aad0d8 | Clause:
The Company shall continue until terminated in accordance with Section 8.1 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary,... | Label: Terms |
62906254-f4e5-4a9c-aa7c-f8f702a741b2 | Clause:
ALL AMOUNTS DUE UNDER THIS SECTION 10.04 SHALL BE PAYABLE NOT LATER THAN TEN BUSINESS DAYS AFTER DEMAND THEREFOR.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Payments |
6fd12d38-d20e-47c8-9d01-81c1b586f2fe | Clause:
The parties acknowledge and agree that Employee’s employment with the Company terminated on August 5, 2016 (the “ Termination Date ”). The Company agrees to characterize Employee’s termination as “without cause” under Section 5.3 of the Employment Agreement between the parties, dated as of April 22, 2014 (the “... | Label: Terminations |
116790c1-326a-4044-9043-c9fe9e79bb1e | Clause:
No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Purchaser or the Company for any commission, fee or other compensation payable as a finder or broker.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Brokers |
2e04963a-64b6-4b79-bcdb-83692ca2856c | Clause:
The related Borrower has good and marketable fee simple title to the Property with full right to transfer and sell the Property, free and clear of all Liens other than Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Titles |
ca10ea47-ec9c-46db-b640-b1fb396f8e70 | Clause:
All real estate taxes, assessments and governmental charges, payments in lieu of taxes or assessments imposed by any governmental authority (“ Taxes ”) which accrued during the 2015 calendar year (but which are due and payable during the 2016 calendar year) shall be paid by Seller. All payments of Taxes attribu... | Label: Taxes |
3e4c6dcd-ceac-41a5-9079-a3974b74a3e8 | Clause:
Executive shall serve as the Company’s Chief Financial Officer (and principal financial and accounting officer) and Corporate Secretary and shall report directly to the Company’s Chief Executive Officer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Positions |
3da5e474-624e-4471-b200-1cd2f15f23e4 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY 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 OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
81246470-ad64-4723-8356-6578195d76d5 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension period (including any extensions by virtue of the Chapter 11 Cases) all material Taxes with respect to periods after the Petition Date whether real, personal, or otherwise, due... | Label: Taxes |
95b60bb5-0fad-4c46-af6c-5864e024e078 | Clause:
All capitalized terms, not otherwise defined herein, have the meaning given to such terms in the Plan.
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: Defined Terms |
503bcfdb-b293-40cc-8e4d-1cd7a4a2739c | Clause:
Give prompt written notice to the Administrative Agent (who promptly shall furnish the same to the Lenders) of (a) any proceeding instituted by or against the Borrower or any of the Loan Parties in any federal or state court or before any commission or other regulatory body, federal, state or local or other gov... | Label: Notices |
0ee9451a-ba44-43bf-bf83-0536304b30a9 | Clause:
Neither this Note nor the proceeds hereof shall be assignable by the Borrower without the Lender’s prior written consent, and any attempted assignment without the Lender’s prior written consent shall create a default under this Note. This Note may be assigned, in whole or in part, by the Lender and its successo... | Label: Assignments |
169bbbff-cc93-4091-8fa8-d625488e6c20 | Clause:
Except as set forth on Schedule 5.1.14 attached hereto, there are no judgments unsatisfied against Seller or the Property or consent decrees or injunctions to which Seller or the Property is subject, and there is no litigation, claim or proceeding pending (meaning appropriate process or notice has been served o... | Label: Litigations |
02528611-9417-4d0d-b759-d6d30a041de1 | Clause:
Indemnitor hereby represents to and for the benefit of Indemnified Parties that except as otherwise disclosed by the Environmental Reports: (a) to Indemnitor’s knowledge, there are no Hazardous Substances or underground storage tanks in, on, or under the Property, except those that are both (i) in compliance wi... | Label: Warranties |
fa3fa78a-6408-498f-99e2-6454749e817e | Clause:
Each notice relating to this Agreement shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to its principal Office in Omaha, Nebraska, Attention: Compensation. Each notice to the Participant or any other person or persons entitled to shares issuable upon ... | Label: Notices |
a906cce5-8bad-4414-8b4f-dbb6b5ec14a0 | Clause:
This Amendment shall automatically terminate and cease to be effective upon the earlier of (a) the termination of the Merger Agreement and (b) 5:00 p.m., New York City time, on August 10, 2016 (or November 10, 2016 in the event that the Termination Date (as defined in the Merger Agreement) is extended pursuant ... | Label: Terminations |
5c84b565-ccd8-4bd8-aa33-eb08a4fa1ae7 | Clause:
Interest on this Bond payable prior to or on the Maturity Date shall be paid by check or draft mailed to the Registered Holder of this Bond (provided, that any Registered Holder of $1,000,000 or more in Bonds may, upon written notice to the Trustee containing the appropriate information, elect to be paid by wir... | Label: Payments |
20c60637-8cc8-4e7d-b38c-a19a47c0ef5c | Clause:
The Company hereby agree to indemnify Executive and hold Executive harmless, to the maximum extent permitted by law, against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages (collectively, “ Claims ... | Label: Indemnifications |
ce059673-67c8-4934-8521-c172c302d862 | Clause:
Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of ... | Label: No Defaults |
af7f992b-339a-4b4b-ae33-ae9e5bd07edc | Clause:
Without notice and without the Makers’ consent, Payee may i ncur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Documents, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insuranc... | Label: Expenses |
a4a3f670-fe16-4bdf-a569-b4f57d6e3f78 | Clause:
If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation. The parties ag... | Label: Counterparts |
b24030d5-7fef-4b52-beb5-56e536d079cc | Clause:
The Borrower shall comply in all material respects with all Applicable Law (including all applicable Healthcare Laws), orders and Facility Documents and preserve and maintain its limited liability company existence, rights, franchises, qualifications and privileges, except in each case, where the failure to com... | Label: Compliance With Laws |
752fcbad-6b10-4d3e-b88a-1ceb964b37f4 | Clause:
This Agreement may be executed in counterparts and shall constitute an agreement binding on all parties notwithstanding that all parties are not signatories to the original or the same counterpart provided that all parties are furnished a copy or copies thereof reflecting the signature of all parties.
Task: Cl... | Label: Counterparts |
8997e37b-01c0-4c44-85a1-f7d197af316f | Clause:
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provis... | Label: Modifications |
7c83584d-1ce0-4a19-83a8-1f5e4f81185f | Clause:
Each Loan Party will, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its and its Subsidiaries’ legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; pro... | Label: Existence |
7ccacb0c-7150-41de-82ab-b32ca0ccf9fc | Clause:
The Company shall continue to engage primarily in the automotive business and preserve, renew and keep in full force and effect its organizational existence and take all reasonable actions to maintain all rights necessary for the normal conduct of its principal line of business, except, in each case, (i) to the... | Label: Existence |
f97471e4-6c02-40d2-99df-34888a1b97d5 | Clause:
Such Seller is a duly formed and validly existing Delaware limited liability company, in existence and in good standing (or will be by the Closing applicable to such Seller) under the laws of the State of Delaware. Each Subsidiary Company owned by such Seller is a duly formed and validly existing limited liabil... | Label: Organizations |
00d89028-2eea-4b3f-873a-25b07634b01a | Clause:
This IP Security Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns, provided that Grantor shall not assign any of its rights or obligations hereunder without the prior written consent of the Secured Party. The term “Secured Party” shall be deemed... | Label: Miscellaneous |
b1e612c3-9ac6-4ae1-a71d-96bd1476156d | Clause:
I n the event of a pending Change in Control, if (a) Company and Participant have not received written notice at least five (5) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of the Company’s business... | Label: Change In Control |
28b9f734-21be-4eff-86fe-8d354fdf4991 | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, any L/C Issuer and any Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments, the repayment, satisfaction or discharge of all the ot... | Label: Survival |
a2712fa5-2ded-400b-b373-f8d2c55e2d63 | Clause:
Commissions do not include applicable taxes. LE will be responsible for the payment of all taxes, duties, and tariffs payable on the provision of the Services including sales, use, excise, value-added, business, service, goods and services, consumption, and other similar taxes or duties, including taxes incurre... | Label: Taxes |
1cdd163c-9023-4846-b876-032be7e8237f | Clause:
The Company may deduct from any compensation payable to Executive (including payments made pursuant to this ARTICLE II or in connection with the termination of employment pursuant to ARTICLE III of this Agreement) amounts sufficient to cover Executive’s share of applicable federal, state and/or local income tax... | Label: Withholdings |
c0678425-2268-474a-a188-07872a04cfe7 | Clause:
When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “include,... | Label: Interpretations |
35e9cd99-4390-463d-85ec-fcb7535a9bdf | Clause:
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, including via facsimile transmission or other electronic transmission capable of authentication, each of which when so executed and delivered shall be an original, but all of which shall to... | Label: Counterparts |
65b86093-7098-49d8-8f79-1761b8aa0703 | Clause:
This Agreement, the Ancillary Documents and the Amended and Restated Omnibus Agreement supersede any previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement, the Ancillary Documents and the Amended and Restated Omnibus Agreement cont... | Label: Integration |
74ceb0a7-54bc-4233-b5d5-33d48f9d46bd | Clause:
No Loan Party, any of its Subsidiaries or, to the knowledge of the Loan Parties, any of their respective directors, officers, employees or agents, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) is a San... | Label: Sanctions |
1927cd11-72b7-4952-97cd-1b1c25c94306 | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Task: Classify this clause into ONE of these ... | Label: Governing Laws |
96db3a75-1646-4981-967b-7b087dd9ed36 | Clause:
Tenant shall pay to Landlord on demand all costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with reviewing and responding to any proposed Transfer (including any request for consent to, or any waiver of Landlord’s rights in connection with, any security interest in an... | Label: Expenses |
7c224013-66a6-4f43-9b1a-51cfd9869f45 | Clause:
Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all officer and management positions then held with the Company. Following any termination of employment and prior to the last day of Executive’s employment, Executive shall reasonably cooperate with the Company in the w... | Label: Cooperation |
69420f8b-1122-46f1-8ec7-178130c417fe | Clause:
This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same original. Signatures and notices delivered by facsimile (including, without limitation, by “pdf”) shall be deemed effective for all purposes.
Task: Classify this clause into ONE of these types (exactly... | Label: Counterparts |
cd805e8b-79ed-493b-930d-defe217952ff | Clause:
This Plan and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of Wisconsin (excluding any choice of law rules that may direct the application of the laws of another jurisdiction).
Task: Classify this clause into ONE of these types (exact... | Label: Governing Laws |
5852d322-7e4e-4dd3-bead-b52bb5d2c40a | Clause:
This Agreement may be executed in two or more counterparts and delivered by facsimile or other form of 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 labe... | Label: Counterparts |
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