id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
4bc79bd8-eb01-4927-ad7b-2a98bcb45e13 | Clause:
The Existing Credit Agreement, effective as of the Restatement Effective Date, is hereby amended and restated in the form attached as Exhibit A hereto. The Lenders hereby also consent to such amendments, amendments and restatements and/or terminations of the Security Documents as are contemplated by Exhibit A .... | Label: Amendments |
1476744a-5e8a-4f5c-bd2e-df5e3e9b7ffe | Clause:
CONSULTANT shall be reimbursed for any reasonable expenses incurred while performing Services on behalf of SUNESIS, including travel ( i.e . airfare, meals and lodging), provided such expenses are approved by SUNESIS in advance. All air travel on behalf of SUNESIS shall be coach class unless otherwise mutually... | Label: Expenses |
db41738a-b36f-4847-ad77-3141f734fc84 | Clause:
Senior Agent hereby represents and warrants to Subordinated Creditors that as of the date hereof: (a) Senior Agent is a limited liability company duly formed and validly existing under the laws of the State of Delaware; (b) Senior Agent has the power and authority to enter into, execute, deliver and carry out t... | Label: Representations |
1b10a557-5144-4c6e-9885-529f9c373602 | Clause:
During the period of his employment hereunder and except for illness, reasonable vacation periods, and reasonable leaves of absence, Executive shall in good faith devote all of his business time, attention, skill and efforts to the business and affairs of the Company. Executive's duties shall be performed under... | Label: Duties |
baed6bd2-7176-4979-86c1-16f2dfc23e9f | Clause:
Any notices, requests, claims, demands, instructions and other communications to be given hereunder to either Party shall be in writing and delivered in person, sent by courier (such as Federal Express, UPS, or DHL) postage prepaid, or sent by registered or certified mail, postage prepaid, return receipt reques... | Label: Notices |
8c971f3e-a397-468f-8c74-fbad93a23273 | Clause:
Fees and Expenses. No agent, broker, investment banker, financial advisor or other firm or Person other than Wells Fargo Securities, LLC, the fees and expenses of which will be paid by the Company, is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with a... | Label: Brokers |
c1d97ea4-c3b2-4890-86e6-8c4ac6b46d13 | Clause:
The headings of sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and in no way modify or restrict any of the terms or provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Headings |
9c98a758-63c7-459d-b0db-f965cfa8ea08 | Clause:
Each of the parties hereto represents and warrants, as to itself, that it has duly authorized, executed and deliverPp1aed this Agreement and that this Agreement is the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that enforc... | Label: Representations |
7a131b07-b829-4a38-a7aa-20fe33a47a29 | Clause:
EMPLOYEE agrees to use EMPLOYEE’s best efforts in the performance of employment duties assigned to EMPLOYEE from time to time and to, at all times, act in good faith and in the best interests of SYNTEL. EMPLOYEE agrees to comply with all rules, regulations and procedures established by SYNTEL.
Task: Classify t... | Label: Duties |
a90dc62c-0e9e-4d00-a337-2c823ad1ab11 | 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 sell, and each of the Purchasers, severally and not jointly, agrees to purchase, an aggregate of up to Four ... | Label: Closings |
52b5e647-7aa8-4d8a-be54-324ef16870cb | Clause:
(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366... | Label: Fees |
19a58f55-2b69-423b-8b21-3eefa8f20673 | Clause:
This Release, the Agreement, and the documents referenced therein contain the entire agreement between Gehring and the Company, and take priority over any other written or oral understanding or agreement that may have existed in the past. Gehring acknowledges that no other promises or agreements have been offer... | Label: Entire Agreements |
418ef717-889e-40f5-a95e-f7665e71c47d | Clause:
The Investor has not retained any intermediary with respect to the transactions contemplated by this Agreement and agrees to indemnify and hold harmless the Company from any liability for any compensation to any intermediary retained by such Investor and the fees and expenses of defending against such liability... | Label: Fees |
74a15b83-2553-46ea-a0ae-a3c7f0d7c10b | Clause:
Subject to the terms and conditions herein, the Holder agrees that it will forbear from exercising any of its rights or remedies under the Note as the result of any Triggering Event or any other event or circumstance giving rise to the payment of any liquidated damages or other amounts existing as of the date h... | Label: Waivers |
e350049a-6477-44d3-8851-113cda72c92e | Clause:
The Grantee must pay the amount of any federal, state, local or foreign income or employment taxes required to be withheld on the compensation income resulting from the award of, or lapse of restrictions on, the RSUs directly to the Corporation in cash upon request; provided, however, that where the restriction... | Label: Tax Withholdings |
869edc2b-9409-43cf-8022-95176488e75d | Clause:
Except as otherwise expressly provided herein or in the other Transaction Documents, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (other than Permitted Liens) upon or with respect to, any of its assets, including any Pool Receivable, an... | Label: Sales |
549ee358-df86-4485-b33a-43db6a4a142f | Clause:
If Tenant is a corporation, trust or partnership, Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the State of California and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Te... | Label: Authority |
cb515754-5f40-4557-bfec-6e2e2424531e | Clause:
Except as set forth on Schedule 7.2(d) , Seller’s Designated Representative has not received written notice of any current, pending or threatened litigation or other proceeding against Seller or the Hotel (including any condemnation proceedings), and to Seller’s Knowledge, no such litigation, except as set fort... | Label: Litigations |
9695e2e9-35f5-4d2e-b2aa-a3e2e52acdfb | Clause:
The term “ Closing ” shall have the meaning set forth in Section 2.1 .
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, Benefi... | Label: Closings |
cdbe6bde-5f87-449b-b4fa-e0815730e36b | Clause:
LENDER, GUARANTOR, BORROWERS AND EACH OTHER CREDIT PARTY, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY OR THEREBY. THIS... | Label: Waiver Of Jury Trials |
1b1c0f38-c393-4797-9577-b325a89c0d8a | Clause:
This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Lenders, the Issuing Banks and the Administrative Agent and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein.
Task: Classify this clause... | Label: Binding Effects |
b042a92b-196c-4830-8c2c-cdb80db5f7e0 | Clause:
This Lease (including this Addendum) may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument. Executed copies of this Lease (including this Addendum) delivered electronically, by email in PDF or otherwise, shall be deemed the same as origi... | Label: Counterparts |
3fa22b7f-b08d-40d5-b89a-73d539dc997c | Clause:
If any term, provision, covenant or restriction of this Agreement (or any portion thereof) or the application thereof to any Person or circumstance as contemplated hereby is held by a court of competent jurisdiction or other Governmental Authority to be invalid, illegal, void or unenforceable, the remainder of ... | Label: Severability |
668026aa-bb24-4f54-9ba7-69a4d932e939 | Clause:
Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the State of Delaware or of the United States District Court for District of Delaware, and, by execution and delivery of this Agreement; each Party hereby irrevocably accepts the exclusive jurisdiction of the aforesa... | Label: Jurisdictions |
b04a619d-38a6-4694-9419-8b5ab1c96e59 | Clause:
Form or acquire any Domestic Subsidiary after the Closing Date, except in accordance with Sections 10.1.9 , 10.2.5 and 10.2.9 ; or permit any existing Domestic Subsidiary to issue any additional Equity Interests except director’s qualifying shares.
Task: Classify this clause into ONE of these types (exactly on... | Label: Subsidiaries |
6cb2472e-a91d-48a4-bccb-6526e0807184 | Clause:
Each party’s obligations under this Section 3.3 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.
... | Label: Survival |
20a79719-b5c2-4367-a266-4c51b3b4715f | Clause:
The prevailing party shall be entitled to its costs and attorney's fees incurred in any litigation relating to the interpretation or enforcement of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Fees |
71b42458-4229-4957-9faf-9add8b512673 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
bc39b32b-58eb-439b-aee2-fc034b725fdd | Clause:
Subject to the terms of this Award Agreement, the Performance Shares shall vest as set forth on Exhibit A to this Award Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Vesting |
263e4b0a-d2c2-4f7c-b47f-431f441fc8a8 | Clause:
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. THIS AMENDMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES RELATING TO THE S... | Label: Counterparts |
ec02ed4e-b406-47df-b547-2631860e69ff | Clause:
In the event of a Change in Control, each Participant who has been awarded Restricted Stock pursuant to the LTIP and who is employed on the date of the closing of the Change in Control or who was involuntarily terminated without Cause during the 90-day period ending on the date of the closing of the Change in C... | Label: Change In Control |
10e579b3-369b-44a8-a36e-0242788d06cd | Clause:
The termination of the Agreement shall not affect Agent’s or any Purchaser’s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created o... | Label: Terminations |
7f38b192-ac76-4207-b884-fc4f3693a52f | Clause:
This Agreement may be executed in counterparts. Signatures delivered by facsimile (including, without limitation, by “pdf”) shall be effective for all purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Counterparts |
3921b4f7-9faa-421a-aa6f-adc611e18e39 | Clause:
Owner or its designee shall obtain and maintain at all times during the Term all policies of insurance and in such amounts as were previously maintained by Manager in connection with Manager’s operation of the Hotel prior to the Effective Date. All such insurance policies shall name Manager and Manager's member... | Label: Insurances |
90a05452-0cb9-4036-a416-59930d488691 | Clause:
The Borrower is and, after giving effect to the making of each Loan and the use of proceeds thereof, will be Sol-vent Solvent .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Solvency |
731ccf24-3dc1-40c4-a035-645970df9a93 | Clause:
Such U.S. Institution Subsidiary will advise the Collateral Agent and the Lenders promptly, in reasonable detail, of any Lien of which it has knowledge (other than the Security Interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect, in any m... | Label: Notices |
d5c1bd65-d1de-4df3-b4a5-a9c611d8607a | Clause:
Without prejudice to the survival of any other agreement of any Borrower hereunder, the agreements and obligations of each Borrower contained in this Section shall survive the payment in full of the Obligations and the termination of the Commitments.
Task: Classify this clause into ONE of these types (exactly ... | Label: Survival |
99831d16-70c1-42d3-822a-9dad5238db22 | Clause:
There are no Proceedings pending or, to the Knowledge of Buyer, threatened against or affecting Buyer, at law or in equity, or before any Government Entity, with respect to the transactions contemplated by this Agreement or which if adversely determined would have an effect on Buyer’s ability to consummate the ... | Label: Litigations |
11b3dce3-2c41-4645-b081-27d019d3027b | Clause:
Following the termination of Employee’s employment, Employee agrees to cooperate with Employer in any reasonable manner as Employer may request, including, but not limited to, furnishing information to and otherwise consulting with Employer, and assisting Employer in any litigation or potential litigation or ot... | Label: Cooperation |
71e329ab-ecf2-4612-8f2c-5beaa1d03ab6 | Clause:
The parties agree that certain matters in which the Employee will be involved during the Employment Period may necessitate the Employee's cooperation in the future. Accordingly, following the termination of the Employee's employment for any reason, to the extent reasonably requested by the Board of Directors of... | Label: Cooperation |
718a2f9d-14bb-4990-a163-ba2117a7a34c | Clause:
Upon satisfaction of the conditions set forth in Sections 2.06(a) and (b) , Administrative Agent shall record such substitution or payment in the Register, whereupon (i) in the case of any payment in full of an Affected Lender, such Affected Lender’s Commitments shall be terminated and (ii) in the case of any s... | Label: Effectiveness |
80a97ad9-8336-4f02-ba9d-7cf09575423c | Clause:
This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of Texas.
Task: Classi... | Label: Governing Laws |
6048f1a8-0777-4791-b648-52ce3d7f581f | Clause:
The Company will use the proceeds from the sale of the Securities hereunder for working capital and other general corporate purposes. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend, contribute, facilitate or otherwise make a... | Label: Use Of Proceeds |
5658a6d3-3038-4a21-9b9b-73b7852e1fc6 | Clause:
This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns. If all or any part of any section or clause of th... | Label: Binding Effects |
cbfabf8e-5b1b-42bb-96ea-eeed40831f60 | Clause:
This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which, taken together, shall constit ute but one and the same instrument .
Task: Classify this clause ... | Label: Counterparts |
ffb2f257-479f-4575-a33c-b0898e6bb4e1 | Clause:
All financial statements and reports that may have been required and have been presented to Lender in conjunction with the Loan, have been prepared in conformity with generally accepted accounting principles consistently applied (“GAAP”), and fairly and accurately present the financial condition and income of B... | Label: Financial Statements |
58b64eb1-75dc-41bf-a589-9d4302500601 | Clause:
Exhibit “E ”, which is attached, and made part of, this Note, contains a true, correct and complete listing of all authorized, issued and outstanding equity interests in the Guarantor, including all preferred, common, profit interests and any other equity interests (the “ Total Guarantor Equity ”) and the corre... | Label: Capitalization |
9da1f6d2-8427-4c53-9560-b814b1661c1a | Clause:
Notwithstanding anything herein to the contrary, as a condition precedent to the vesting of the Restricted Stock pursuant to Section 2(b) and 2(d), the Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state, loc... | Label: Withholdings |
f3e8e38c-8f1d-408c-9b22-c50dc134c916 | Clause:
This Agreement shall terminate upon the earlier of (i) one day after the end of the Exercise Period or, if and to the extent applicable, the delivery by the Company to the Holders of all shares of Common Stock and other securities or property in respect of all Warrants duly exercised during the Exercise Period ... | Label: Terminations |
68834ab5-7a01-4ac6-9c0f-4b7428bd5ddf | Clause:
Except for those subsidiaries set forth in Schedule 6.1 (each an “ Operating Sub ”), the Company has no subsidiaries and the Company does not own, directly or indirectly, any outstanding voting securities of or other interests in, or have any control over, any other Person. Except as set forth in Schedule 6.1 ,... | Label: Subsidiaries |
e2406201-9a63-4cf4-9186-4b5bb8c2d5c2 | Clause:
If a Lender becomes a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, except as set forth in the last sentence hereof, such Defaulting Lender’s right to part... | Label: Consents |
a05f8bb4-8310-4252-9e82-ab03c260704d | Clause:
This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, by written notice promptly given to the other parties hereto, at any time prior to the Closing by the Company, on the one hand, or if the Closing shall not have occurred on or prior to June 5, 2017 by the Purchaser on t... | Label: Terminations |
d9337041-5450-47f5-b7c2-b7f0f3c6f1a2 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Agreements shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that al... | Label: Governing Laws |
2b0341fc-10b7-4cb5-a9f8-ff7485914e5e | Clause:
The proceeds of the Loans shall be available, and the Borrower agrees that it shall apply such proceeds, solely towards Certain Funds Purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Use Of Proceeds |
78f0ffdf-3762-414c-8454-7159c828031b | Clause:
Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within 90 days of the acceptance of the applicable Closing Working Capital Statement, if there are no Disputed Amounts or (y) if there are Disputed Amounts,... | Label: Interests |
c4303784-02b2-4b6d-a7bf-5c2c2bd6fbb8 | Clause:
Executive shall be indemnified by the Company as, and to the extent, provided in the certificate of incorporation and bylaws of the Company and as provided in Executive’s Director and Officer Indemnification Agreement dated October 17, 2017 and shall be provided with director and officer liability insurance on ... | Label: Indemnifications |
c72352de-4fa7-4bc2-8514-32f702f778d6 | Clause:
The representations, warranties and acknowledgments of Daily Engage and the Member set forth herein are true, complete and accurate in all material respects, do not omit to state any material fact, or omit any fact necessary to make such representations, warranties and acknowledgments, in light of the circumsta... | Label: Disclosures |
f5f9c88d-1c62-4649-aabf-982974f34f2b | Clause:
During the Executive’s employment and at any time thereafter, the Executive agrees not to disparage, either orally or in writing, in any material respect the Corporation or any of its current or former employees, officers or directors, and will not authorize others to do so on Executive’s behalf. Notwithstandin... | Label: Non-Disparagement |
b523d16a-e1b7-42b6-9507-74b8aede8925 | Clause:
The Parties agree that this Agreement shall supersede the Prior Agreements, and any other prior agreements or understandings with respect to subject matter hereof, from and after the Amendment Effective Date; provided that the execution of this Agreement shall not be deemed to have terminated, released, extingu... | Label: Entire Agreements |
ef2e3892-edc8-4496-b12d-5d40e10e3d49 | Clause:
The Company shall have perpetual existence unless sooner dissolved and its affairs wound up as provided in Article VII.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Terms |
a14e508a-56c2-4c70-b2f1-3b753161317b | Clause:
This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania. No modification, termination, or attempted waiver of any of the provisions of this Agreement shall be binding upon the Companies unless reduce... | Label: Governing Laws |
6d89b4cf-c624-4d03-8546-5964ec626981 | Clause:
By executing and delivering an Assignment and Assumption, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free a... | Label: Warranties |
732c343d-1497-4523-a942-5934b8babc85 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Each party agrees that all l... | Label: Governing Laws |
afa0f7ca-d161-4b90-98a7-8e861d52d2c4 | Clause:
As of the date of this Agreement, there is no Action pending or, to the knowledge of such Seller, threatened against such Seller that would be reasonably expected to impair in any material respect the ability of such Seller to perform its obligations under this Agreement or prevent or materially delay the consu... | Label: Litigations |
00fcda07-a4dd-4683-ba7e-c38b2560cb43 | Clause:
In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or p... | Label: Severability |
8b7ba6f3-4987-4400-a9ac-7b0ec31b8918 | Clause:
Seller shall furnish Purchaser with copies of all written notices, which to Seller’s knowledge are received by Seller, of (i) any violation of any law, statute, ordinance, regulation or order of any governmental or public authority relating to the Property, (ii) any proposed change in any zoning or law affectin... | Label: Notices |
a569dee5-744e-4672-8653-e0a593e4a3de | Clause:
This Agreement constitutes the entire understanding between Employee and the Company relating to Employee Confidentiality matters. This Agreement supersedes and replaces any prior verbal or written agreements between the Company and Employee. This Agreement may not be modified or amended except by a written agr... | Label: Entire Agreements |
cfd5141e-acfc-4b79-93b5-1eb6cb827b85 | Clause:
During the Term, the Executive shall be entitled to participate in the Company’s Vacation Policy. The Executive shall also be entitled to all paid holidays given by the Company to its executives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Vacations |
1d3422da-cd56-4dd7-9a47-6840c8dde1a3 | Clause:
Any notice to be given to the Company pursuant to the provisions of the Plan or this Agreement shall be given by personal delivery, by telecopier or similar facsimile means, by registered or certified first-class U.S. mail, return receipt requested and postage prepaid, or by express courier or recognized overni... | Label: Notices |
fcfc0821-909e-4fbc-8bdd-1f1cb254aad0 | Clause:
The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted except (other than with respect to the Company’s due organizati... | Label: Organizations |
2f895f76-68de-471d-9498-6277b5dc831a | Clause:
This Agreement sets forth the entire agreement and understanding between the parties, and merge and supersede all prior discussions, agreements and understandings of every kind and nature among them as to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Entire Agreements |
64e9524c-f5dc-400f-9548-c32414cec48e | Clause:
The Credit Parties at all times shall be and remain in compliance with Section 4.19 hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations... | Label: Solvency |
fcc00eb0-84a0-4b4c-bf0d-15fe8c9f8164 | Clause:
The financial data set forth in Section 3.6 of the Descartes Disclosure Schedule (collectively, the “ Ag Financial Data ”) (a) were derived from the financial data inputs into the audited financial statements of Descartes for the years 2015 and 2016, and the financial accounting and reporting systems of Descart... | Label: Financial Statements |
638e3a76-1d6c-4263-a458-7126663760d5 | Clause:
This Agreement, including the resolution of disputes between the Parties under Article 12 (or otherwise), shall be governed by, construed, interpreted and enforced in accordance with English law, without regard to principles of conflicts of law that could require the application of other law.
Task: Classify th... | Label: Governing Laws |
58ad9be7-e7c5-4e58-a5fc-a201cf6c6247 | Clause:
Excluding tenant evictions, if any, Schedule 3(k) attached hereto sets forth each instance in which the Target or the Co-Invest (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge exceeding U.S. $5,000, (ii) is named in any claim or series of claims filed by any person with ... | Label: Litigations |
200e3654-0e0f-4eba-a751-a4edeb2fe4cc | Clause:
The decision of the arbitrator on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The arbitrator shall only be authorized to interpret the provisions of this Agreement, and shall not amend, change or add to any suc... | Label: Binding Effects |
675ff9c3-a2a6-4f27-b857-b0979f8ad19c | Clause:
The Company shall reimburse the lead Buyer for all costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, all reasonable legal fees... | Label: Fees |
4b9ab6db-0640-4e5c-8b86-1d09c6d4d195 | Clause:
All covenants, agreements, representations and warranties made by the Borrower herein, in the other 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 ... | Label: Survival |
d0b3ecc0-c9a3-4952-aabc-d40370ce4279 | Clause:
The obligations of the Executive pursuant to Sections 5, 6, 7, 8 and 9 will survive the termination of the employment of the Executive hereunder for the period designated under each of those respective sections.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Survival |
26c396c8-486f-4c60-b71d-cd72a59559c7 | Clause:
This Agreement (including the Appendix, Exhibits, Schedules, and Disclosure Schedule) and the Confidentiality Agreement contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and thereof, and all prior and contemporaneous negotiations, understandings, and ag... | Label: Entire Agreements |
523134f8-da74-4b0b-87d7-fc0c15f8d436 | Clause:
All costs and expenses incurred in connection with this Agreement will be paid by the party incurring such cost or expense.
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: Expenses |
8fe9aafe-7b96-4569-8466-1722f14bea12 | Clause:
If an Eligible Individual's interest in the Medical Benefits Account is forfeited prior to termination of the Plan, an amount equal to the amount of the forfeiture shall be applied as soon as possible to reduce any contributions of NSC and the Participating Subsidiaries to fund the Qualified Benefits.
Task: Cl... | Label: Forfeitures |
645adf73-974e-484c-ad4d-77cb7c23ebd0 | Clause:
This Commitment Letter and the Fee Letter may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page to this Commitment Letter or the Fee Letter by telecopi... | Label: Miscellaneous |
1687a82d-5efd-4a12-95b2-f122d78868ee | Clause:
Seller has the absolute and unrestricted right, power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been dul... | Label: Authority |
33c63b3e-313c-41cc-baa2-1730cd2dd268 | Clause:
As described in Article 15 of the Plan, the Company shall have the right to deduct or withhold, or to require the Optionee to remit to the Company, an amount necessary to satisfy any federal, state or local taxes (including the Optionee’s FICA obligation) as are required by law to be withheld with respect to th... | Label: Withholdings |
710a4bb8-e53c-4668-9982-03de5cb5be4b | Clause:
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY O... | Label: Waiver Of Jury Trials |
0df0304b-65d6-4aa6-adf6-1d1bc51fd209 | Clause:
Unless otherwise indicated in this Agreement or any other Credit Document, each term set forth below, when used in this Agreement or any other Credit Document, shall have the respective meaning given to that term below or in the provision of this Agreement or other document, instrument or agreement referenced b... | Label: Definitions |
538f1ef3-05a5-4588-b836-984506288ba5 | Clause:
The Borrower agrees to pay on the First Amendment Effective Date to the Administrative Agent, for the account of each Incremental Term Lender, a fee (the “ Incremental Fee ”) in an amount equal to 0.25% of the amount of the Incremental Term Commitment of such Incremental Term Lender. The foregoing fees shall b... | Label: Fees |
ac27cc50-e88d-4be6-bd7c-7649dc3b5704 | Clause:
The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Eff... | Label: Disclosures |
162967a7-71b0-4890-a07a-3ffbf9f6f7be | Clause:
All payments and benefits under Sections 1 or 2 hereof shall be contingent upon Executive executing a general release of claims in favor of Unity, its subsidiaries and affiliates, and their respective officers, directors, shareholders, partners, members, managers, agents or employees, and which must be executed... | Label: Releases |
c4cf0cc6-e6aa-4556-95de-5b934f625aca | Clause:
All dollar amounts referred to in this Note are in United States Dollars (“ U.S. Dollars ”), and all amounts owing under this Note shall be paid in U.S. Dollars. Whenever any payment of cash is to be made by Maker pursuant to this Note, unless otherwise expressly set forth in this Note, such payment shall be ma... | Label: Payments |
960b8868-b9a7-4179-a54f-00584739d821 | Clause:
(a) Each Lender severally agrees to indemnify the Administrative Agent and the Collateral Agent (to the extent not promptly reimbursed by the Borrower) from and against such Lender’s ratable share (determined as of the date the event or circumstance giving rise to such Indemnified Cost occurred as provided belo... | Label: Indemnifications |
372923b7-2b02-467e-8a0c-740a81ce3c6a | Clause:
By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2017-1 SUBI Certificate and the 2017-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the N... | Label: Agreements |
11363644-e87e-42c8-8b4a-d724e588440e | Clause:
Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation, directly or indirectly, arising out of or relating to this Agreement or any transaction contemplated hereby. Each party (a) certifies that no representative, agent ... | Label: Waiver Of Jury Trials |
dbca1b68-c89b-4a05-9371-51a66a3683a3 | Clause:
Unless otherwise defined herein, terms defined in the Credit Agreement (as amended pursuant to Section 2 below) and used herein shall have the meanings given to them in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Definitions |
744b9d6e-cdbe-42af-81a3-62bd38e1f015 | Clause:
In the event that the Employee is terminated by a Severance Termination Event within twenty-four months following the occurrence of a Change in Control (as defined in the Company’s Omnibus Incentive Plan, as amended), and subject to the requirements of Sections 6.2(e) and 7(a) , in addition to the payments and... | Label: Change In Control |
2f5937d9-6d95-42d5-8ea6-2ea09a60d821 | Clause:
The Company agrees to reimburse Consultant for his reasonable, documented out-of-pocket expenses associated with the Services (the “ Expenses ”), subject to the Company’s normal and usual reimbursement policies, provided that the Consultant shall receive written authorization of any one-time Expense greater tha... | Label: Expenses |
ab63db81-1a32-4973-ba39-b5b2029be30b | Clause:
SUN and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged. SUN does not have any reason to believe that it or any of its Subsidiaries will not be able to renew... | Label: Insurances |
ef758b2f-5d52-4c12-bac1-a042bd9e4ae4 | Clause:
In the event the Optionee’s employment with the Company or an Eligible Subsidiary terminates by reason of the Optionee’s Disability, all unvested Options shall be automatically forfeited by the Optionee as of the date of termination and the Optionee shall have until the first anniversary of the Optionee’s termi... | Label: Disability |
548c9081-51a1-4b7a-8911-acebfce2bc60 | Clause:
Employee and the Bank understand and agree that the purpose of the provisions of this Section 9 is to protect the legitimate business interests of the Bank, as more fully described below, and is not intended to eliminate Employee’s post-employment competition with the Bank per se, nor is it intended to impair o... | Label: General |
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