id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e63c5c9c-1f1b-4cda-beed-d5aa0a112e0f | Clause:
Each of Borrower and each Individual Owner is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified and in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its busi... | Label: Organizations |
591ca644-5997-43ea-a8ea-08f7893c655d | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of ADI, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against ADI or any of its Subsidiaries or against any of their properties or revenues that (a) could reasona... | Label: Litigations |
efa013a5-fdac-4579-8fcf-516f63b8e27a | Clause:
This Agreement may be terminated on a Purchaser-by-Purchaser basis (i) by mutual consent between the Company and such Purchaser evidenced in writing and (ii) by such Purchaser or the Company if the Closing does not occur on or before August 1, 2016, provided that the party seeking to terminate this Agreement pu... | Label: Terminations |
46145a6c-a4c5-4a20-bd81-b72d37f70a36 | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
b092dd1b-9449-44f7-bab5-01b190c2e7a9 | Clause:
The Transactions (a) do not require the Borrower or any Subsidiary to obtain any consent or approval of, or make any registration or filing with, or request any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect (except for any reports require... | Label: No Conflicts |
32337acd-ebae-40fc-8e66-35238f7ef464 | Clause:
The Company agrees that except in connection with a registration statement or statements regarding the Subscriber’s Units or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscriber unless expressly agreed to in writing by a Subscriber or on... | Label: Confidentiality |
9ea503a6-e054-4fa2-a630-9ac233252575 | Clause:
All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitati... | Label: Expenses |
f4ad3c17-8dd9-4ba4-9aec-b08fa70c05f3 | Clause:
During the Term, the Executive shall serve as the Vice President, Managed Care & Trade Relations of the Company, and shall perform the executive and administrative duties, functions and privileges incumbent with such position and such other duties as reasonably determined and assigned by the Chief Commercial Of... | Label: Duties |
98e4e624-cfad-4dd0-866d-1c4b1d27f6d6 | Clause:
This Agreement shall be governed by and construed and interpreted in accordance with the internal substantive laws of Ohio, without reference to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Governing Laws |
74f24e56-9b6a-412a-9297-3948a2320459 | Clause:
Executive recognizes and acknowledges that the Proprietary Information (as defined below) is a valuable, special and unique asset of the business of the Company. As a result, both during the Term and thereafter, Executive will not, without the prior written consent of the Company, for any reason divulge to any ... | Label: Confidentiality |
d407281c-146f-4a10-8577-3ac1d970140f | Clause:
ArchCo irrevocably grants, bargains, sells, assigns and otherwise transfers and delivers to BRAM, and its successors and assigns, all rights and obligations of Purchaser under the Purchase Agreement excluding only representations and warranties made by Purchaser under the Purchase Agreement to the extent made a... | Label: Assignments |
ae35c17c-8b6f-4300-8d2a-b8ce69051c9c | Clause:
The remedies provided for herein are cumulative and are not exclusive of any other remedies provided by law. Seller agrees to pay to Buyer reasonable attorneys’ fees and reasonable legal expenses incurred in enforcing Buyer’s rights, powers and remedies under this Agreement and each other Program Agreement.
T... | Label: Fees |
0e07cdc1-3af8-4f1e-9baa-f9a2e39b0548 | Clause:
The closing of the consummation of the transactions contemplated by this Agreement (the " Closing ") shall be deemed to have occurred as of the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Closings |
585f23d3-5d10-4b1d-813d-e16d45954446 | Clause:
Any notice or document required to be filed with the Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee, in care of Huron at its principal executive offices. The Committee may, by advance written notice to affected persons, revise such no... | Label: Notices |
7e595533-f399-41db-bdd8-dfe8a080de72 | Clause:
These LTIP Terms and Conditions, the LTIP Award Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.
Tas... | Label: Entire Agreements |
02586aa1-3612-4cc7-8fa4-636904676409 | Clause:
The proceeds of any Loan and any Letter of Credit will be used as set forth in Section 5.11. None of Holdings, the Borrower or any Restricted Subsidiary is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Reg... | Label: Use Of Proceeds |
0c959780-7451-43c2-baa1-d4b9f16be927 | Clause:
Interest on the 2016 Note, unpaid fees and other sums payable thereunder shall be calculated on the basis of a 360 day year consisting of 12 thirty day months. Interest on the 2016 Note and any unpaid fees and other sums payable hereunder shall be calculated on the basis of a 360 day year consisting of 12 thirt... | Label: Fees |
dc131ef6-21f6-47f1-aa4a-eba1a5d6442b | Clause:
This Guarantee represents the entire agreement and understanding of this parties concerning the subject matter hereof, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter ... | Label: Entire Agreements |
deb9f7c3-acd2-4001-a086-9569e4be6e72 | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in Dollars for its own account, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the period from the Effective Da... | Label: General |
672d92bf-4ade-45a9-8d58-9f711264230f | Clause:
The term of the Company commenced on the date the Articles were filed and shall continue as provided in Section 13.2, unless the Company is dissolved in accordance with the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Terms |
b869ee6a-7f6f-4548-8cfa-b58b8ffc83a0 | Clause:
Unclaimed amounts shall consist of the amounts of the Deferral Account of a Non-Employee Director that are not distributed because of the Administrator’s inability, after a reasonable search, to locate a Non-Employee Director or his Beneficiary, as applicable, within a period of two (2) years after the Distribu... | Label: Forfeitures |
5cefe47c-fecf-4985-976e-ef87ee06b94f | Clause:
The proceeds of the Loans on the Closing Date were applied by the U.S. Borrower, (a) together with proceeds from the issuance of the 2022 Notes and cash on hand, to finance the Closing Date Transactions and (b) for working capital or other general corporate purposes. The proceeds of the Revolving Loans, Swing L... | Label: Use Of Proceeds |
f181dc16-d8f0-454b-b2dd-54125193111d | Clause:
The agreements in this Section and the indemnity provision of Section 10.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuers and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the... | Label: Survival |
59f7f020-4234-4680-a058-26c2e978622f | Clause:
The Loan Documents and the Environmental Indemnity are not subject to any right of rescission, set off, counterclaim or defense by Borrower or TRS Entity, including the defense of usury, nor would the operation of any of the terms of the Loan Documents or the Environmental Indemnity, or the exercise of any righ... | Label: Enforceability |
ce7205cb-6abc-4f99-897d-de2d22e5707b | Clause:
The Term of this Lease shall begin on the Lease Commencement Date and shall end on the Expiration Date unless terminated earlier or extended pursuant to the provisions of this Lease. Landlord shall deliver possession of the Premises to Tenant in the condition specified in Section 2.3 below. Landlord shall use c... | Label: Terms |
35a2c38a-1715-49f0-b1a0-47243b1e197d | Clause:
At the request of the Collateral Agent, the Loan Parties will promptly deliver to the Collateral Agent modifications to Section III of the Perfection Certificate to include any Intellectual Property Collateral acquired or arising after the date hereof of such Grantor including, without limitation, any of the it... | Label: Modifications |
4762c796-26c5-40b9-98b7-2017197cb323 | Clause:
This Agreement sets forth the entire agreement between the Parties concerning the termination of Mr. Brady’s employment and his service as a director or consultants to the Company and the Company Bank, and supersedes any other written or oral promises concerning the subject matter of this Agreement. No waiver o... | Label: Entire Agreements |
13d9f967-1647-440d-ba52-7064cbdf7818 | Clause:
No amendment, modification, termination or waiver of any provision of this Note or any other Loan Document, and no consent to any departure by Borrower herefrom, shall in any event be effective unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in t... | Label: Amendments |
cad369b5-7be4-493b-a390-57fd6fb7b213 | Clause:
Subject to the provisions of this Agreement, the parties hereto will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other parties hereto may, either before or after the Closing Date, reasonably require to effectively carry out or better evid... | Label: Further Assurances |
043ea2d4-0b24-45a4-b73e-b9d1b15fee89 | Clause:
This Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements, including the December 11, 2015 Agreement, among them respecting the subject matter of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Entire Agreements |
54a5f2f1-764a-4866-8b39-571b781e8531 | Clause:
The Company shall indemnify and hold harmless the Plan Administrator, the members of the Investment Committee, and, if the Trustees are one or more individuals, the Trustees, and each officer and employee of an Employer to whom are delegated duties, responsibilities, and authority with respect to the Plan, from... | Label: Indemnifications |
c444fddc-c0af-4dd1-b29b-9707b768a956 | Clause:
This Agreement and the Investor Agreement constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof and thereof, and any other written or oral agreement relating to the subject matter hereof or thereof existing among the parties are expressly cancel... | Label: Entire Agreements |
75714962-5227-479d-bafc-1a0100c75094 | Clause:
Tenant shall enjoy the tenancy of the Property subject to the provisions hereof, for a term commencing on the Lease Date (the “ Commencement Date ”), and ending at 11:59 p.m. on the day immediately preceding the expiration or termination of the initial term of the Ground Lease (the “ Expiration Date ”), subject... | Label: Terms |
51ff00c3-fb11-4cfc-9b15-e1ed8b1ab4a0 | Clause:
The Executive acknowledges and agrees that any breach by him of any of the provisions of this Section 9 (the “ Restrictive Covenants ”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches or threatens to commit a breach... | Label: Enforcements |
733a67d6-e7e9-4ae1-95be-bb0c6ec12f47 | Clause:
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF COLORADO OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF COLORADO; PROVIDED THAT NOTHING IN THIS A... | Label: Consent To Jurisdiction |
369cc4c7-27d2-4d76-9fd7-081ee5eee600 | Clause:
Each of the consolidating (if requested) and consolidated audited balance sheet and the related statements of income, stockholder’s equity and cash flow of Guarantor and its Subsidiaries as of and for the fiscal years ended December 31, 2007 and December 31, 2008, copies of which have heretofore been furnished ... | Label: Financial Statements |
8b7e9194-06d0-48be-8ab1-afe295fe6381 | Clause:
By execution hereof, Borrower and Guarantors certify that as of the date of this Amendment and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: No Defaults |
38383bac-f15e-40ca-8236-bf80ec972da7 | Clause:
This Agreement shall be binding upon any successor of the Company or the Partnership, in accordance with the terms of this Agreement and the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Successors |
0956f5d0-bfbb-4f6f-a736-631f6f530d9c | Clause:
The Borrower will, and will cause each Subsidiary to, use the proceeds of the Credit Extensions for general corporate purposes, including Acquisitions, dividends and repurchases of its Capital Stock if no Default or Unmatured Default exists or would be caused thereby. The Borrower will not, nor will it permit a... | Label: Use Of Proceeds |
a3881363-10ab-478d-8f65-bd746fd33839 | Clause:
The Debtors shall provide draft copies of all “first day” motions, applications, and other documents that any Debtor intends to file with the Bankruptcy Court to counsel to the Restructuring Support Parties at least five (5) business days prior to the date when such Debtor intends to file such document. Counsel... | Label: Cooperation |
7a4d8eb9-8cd4-427e-973f-1d8e7c13e08e | Clause:
Borrower has (a) not entered into this transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. Giving effect to the Loan an... | Label: Solvency |
251041c8-c0dd-4d12-8dd2-51ef6466f252 | Clause:
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
Task: Classify this clause into ONE of these types (exactly ... | Label: Governing Laws |
ea9a7dd7-1ed2-4632-8b87-ff7cd888795a | Clause:
All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loan.
Task: Classify this clause into ONE of these ty... | Label: Warranties |
4fede546-e247-4c92-b159-683e0ac6fc40 | Clause:
This agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Counterparts |
e859483b-0497-4ae0-a985-40b457de5dae | Clause:
Except as set forth on Schedule 5.1(p) , as of the Agreement Date, no Credit Party or any Restricted Subsidiary of a Credit Party owns any registered Intellectual Property, and has no pending registration applications with respect to any of the foregoing. No other Intellectual Property is necessary for the oper... | Label: Intellectual Property |
c8a34135-0355-4397-9162-54d5aadf68aa | Clause:
There are no actions, investigations, suits or proceedings pending or, to the knowledge of the Borrower, threatened, at law, in equity or in arbitration, before any court, other Governmental Authority, arbitrator or other Person, (i) against or affecting any of the Restricted Parties or any of their respective ... | Label: Litigations |
9d60f4b4-0479-4bc2-904f-4e4265948db3 | Clause:
Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (i) where the failure to do so, individually or in the aggregate, could not reasonably be ... | Label: Taxes |
935ace7e-bad1-4739-93b3-52474f754918 | Clause:
If any term or other provision of this letter is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is ... | Label: Severability |
e92b426f-8dfd-4dad-881c-ff69877867e8 | Clause:
Any written notice under this Agreement shall be deemed given on the date that is three business days after it is sent by registered or certified mail, postage prepaid, addressed either to the Participant at his address as indicated in the Company’s employment records or to the Company at its principal office. ... | Label: Notices |
0da6b282-3c9a-4dc1-96d4-63c8bdd07e76 | Clause:
The parties have participated jointly in the negotiation and drafting of this Agreement and in the event of any ambiguity or question of intent or interpretation, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreemen... | Label: Construction |
8407cfe5-ddf3-45c9-b0fd-44604f680c5f | Clause:
The Warrant Holders hereby represents and warrants to the Company that: (a) Warrant Holders has full and complete power, legal right and authority to execute and deliver this Agreement and to carry out its provisions; (b) the execution, delivery and performance of this Agreement by the Warrant Holders has been ... | Label: Representations |
a1d189f2-9ce7-4e9e-807e-4221e2e50933 | Clause:
The provisions of Article 8 of the ABL Intercreditor Agreement will apply with like effect to this Grantor Joinder Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Miscellaneous |
b7d6df41-0cf7-4acc-aa55-656fbe2564b9 | Clause:
No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Credit Parties therefrom, shall be effective unless in writing signed by the Lender and the applicable Credit Parties, as the case may be, and each such waiver or consent shall be effecti... | Label: Amendments |
d9e7100a-234b-4468-9971-e90d0f228d1c | Clause:
The Associate shall perform, for Benefitfocus, the duties set out in the attached Exhibit A entitled “Job Description,” which is incorporated herein and made a part of this Agreement, along with those other duties as may be assigned to Associate from time to time by Benefitfocus’ Chief Executive Officer or thei... | Label: Duties |
92541383-6556-4009-a7a4-e628b8fdde6b | Clause:
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day or (... | Label: Notices |
9a1091e8-af40-4bb1-874d-97c42895205b | Clause:
The grant by PFM to Array of the rights set forth in this Section 14.2 is conditioned upon the grant by Array of the indemnity set forth in Section 16.2 with respect to the Third Party Claims resulting from Array (or its designee’s) Development, registration and Commercialization of the Product in the PFM Terri... | Label: Miscellaneous |
b455ebe9-5a44-4b67-8d33-2089a0d1f5f9 | Clause:
This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State o... | Label: Governing Laws |
3e1a33fa-d833-42ba-826f-a2ee770ba271 | Clause:
This Lease shall be governed and construed under the laws of the State of Florida . All disputes arising, directly or indirectly, out of or relating to this Lease, and all actions to enforce this Lease, shall be dealt with and adjudicated in the state courts of the State of Florida located in Tampa, Florida or ... | Label: Jurisdictions |
0e4352d4-98ed-4f04-ab17-3857281489af | Clause:
Employee will not at any time publish or communicate disparaging or derogatory statements or opinions about the Company or its Affiliates, including but not limited to, disparaging or derogatory statements or opinions about the Company’s or its Affiliates’ management, products or services to any third party. It... | Label: Non-Disparagement |
14413a95-50f0-4612-93e4-16d6e2ea749b | Clause:
Each Service Agreement and these General Terms and Conditions shall be governed by and construed in accordance with the laws of Malaysia. The parties hereto consent to submit to the jurisdiction of the Courts of Malaysia for any actions, suits or proceedings arising out of or relating to each any Service Agreem... | Label: Governing Laws |
5bae7936-d4ef-4a1b-a232-824effd3c9bd | Clause:
The Committee shall have authority to prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of the Company, to interpret the Plan and to make all other determinations necessary or advisable for the administration... | Label: Interpretations |
3c9ddfd4-5383-40d6-89d4-8a6eb77d6d25 | Clause:
Borrower shall keep and maintain all Intellectual Property relating to the use or operation of each Individual Property and all Intellectual Property shall be held by and (if applicable) registered in the name of Borrower. Borrower shall not Transfer or let lapse any Intellectual Property without Lender’s prior... | Label: Intellectual Property |
800debd1-f170-47ab-a50a-e4ac54856cd8 | Clause:
This Agreement shall be construed under and be governed in all respects by the laws of The Commonwealth of Massachusetts, without regard to its principles of conflict of laws. The parties hereto agree that the state or federal courts located within The Commonwealth of Massachusetts shall have exclusive jurisdi... | Label: Governing Laws |
c7fe6a95-4d4e-462c-8036-8e3ee6f26b9a | Clause:
This Agreement shall be governed by, construed and enforced under the laws of the State of Texas without giving effect to its conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Governing Laws |
1d0342ee-34ab-423d-9c0a-be61b268ab16 | Clause:
No waiver of any of the provisions of this Agreement or rights hereunder shall be deemed or shall constitute a waiver of any other provisions hereof or right hereunder (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No course of dealing on the ... | Label: Waivers |
181a49f8-d884-499a-9974-09cd680da9d9 | Clause:
Any claim or dispute arising under this Agreement (other than under § 12) shall be subject to arbitration, and prior to commencing any court action, the parties agree that they shall arbitrate all such controversies. The arbitration shall be conducted in Atlanta, Georgia, in accordance with the Employment Dispu... | Label: Arbitration |
367617de-9eb8-42fe-99cb-4a84a9d1e596 | Clause:
Notices shall be given under this Agreement in the manner set forth in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations,... | Label: Notices |
d9d17299-f504-4b72-9c69-342303115492 | Clause:
An Eligible Participant must complete three Years of Service for vesting purposes (as such service is calculated under the Sub-Plan in which the Eligible Participant was eligible to accrue benefits as of December 31, 2014) in order to be vested in the Additional Account benefit.
Task: Classify this clause into... | Label: Vesting |
5381f6d7-5a6f-41c4-bf8b-d8fc41c40be8 | Clause:
Subject to the terms and conditions set forth herein, any Account Party may request the Issuing Lender to issue, at any time and from time to time during the Availability Period, Fronted Letters of Credit for its own account. Each Fronted Letter of Credit shall be in such form as is consistent with the requirem... | Label: General |
694a0371-5cab-4bd2-8ed2-2d6c94f24985 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER ... | Label: Waiver Of Jury Trials |
53c9a884-1480-4a1d-a2ac-f978b3c22ec5 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes, as approved by the Board of Directors. Any single expenditure by the Company, and any series of related expenditures by the Company, that exceeds $10,000 shall require the written approval of the Serie... | Label: Use Of Proceeds |
bcc077b2-2d7b-4b3c-a218-5c748c859342 | Clause:
Each of the Administrative Agent and the Lender Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nat... | Label: Confidentiality |
22331eb1-b817-4c11-bac9-e54045c728b7 | Clause:
In exchange for the severance pay and other consideration under the Transition Agreement to which Executive would not otherwise be entitled, Executive agrees not to disparage the Company, the Company’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or the Com... | Label: Non-Disparagement |
8bdf666e-2d74-4ca8-bf11-973ed340913d | Clause:
The effective date of the Plan shall be the date of its adoption by the Board, subject only to the approval by the affirmative vote of a majority of the votes cast at a meeting of shareholders at which a quorum is present to be held within twelve (12) months of such adoption. No Options or Awards shall vest her... | Label: Effective Dates |
c1900a07-f670-49ce-8703-7d475b849627 | Clause:
Subject to the terms and conditions set forth in this Agreement, Precision and Aero-Missile hereby offer and the Executive accepts employment as Chief Executive Officer of Precision and President of Aero-Missile, effective as of April 1, 2016 (the "Effective Date"). Executive's office will be located at the Com... | Label: Employment |
b4ad0faa-60b7-493b-9e0a-b4757241f700 | Clause:
Each of Tenzing Global, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto may occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such ... | Label: Specific Performance |
e8175dd6-79c2-4a1b-b003-da0e82b1ac69 | Clause:
All Liens granted to the Administrative Agent under the Loan Documents are for the benefit of the Secured Parties. The Borrower and each Guarantor ratifies each security interest granted pursuant to the Security Instruments and other Loan Documents, each financing statement filed, and any other action taken by ... | Label: Further Assurances |
860f1d2c-e5f1-4df2-95b1-89fd22620381 | Clause:
The Committee, in its discretion, may grant Stock Appreciation Rights to Eligible Individuals. A Stock Appreciation Right shall entitle a Participant to receive, upon satisfaction of the conditions to payment specified in the applicable Award Document, an amount equal to the excess, if any, of the Fair Market V... | Label: General |
cfbd02d8-6f2a-4289-862f-b94b9504ba4f | Clause:
In the event of the death of the Executive, the Company shall pay to the estate or other legal representative of the Executive, within ninety (90) days of the Executive’s death, (i) the salary accrued to the date of the Executive’s death and not theretofore paid and (ii) any earned but unpaid Annual Bonus for t... | Label: Death |
d19dad4e-32db-4aa3-857d-f4cbe12f911e | Clause:
This Agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company, including the Original Offer; provided, however, that this Agreement shall not supersede either party’s obligations as set forth in the Agreement and Pla... | Label: Entire Agreements |
6862b68e-d920-410f-86df-398c3a35678c | Clause:
Except for matters and filings that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, (i) all federal, state and local tax returns, reports and statements required to be filed by or on behalf of Borrower have been filed with the appropriate Gover... | Label: Taxes |
7c69acbf-344f-458c-adcb-4c1793020f58 | Clause:
Effective on the consummation of the transactions (including without limitation the merger (“ Merger ”)) contemplated by the Agreement and Plan of Merger (“ Merger Agreement ”) by and among DENTSPLY International Inc., Sirona Dental Systems, Inc. and Dawkins Merger Sub, Inc., dated September 15, 2015 (the “ Eff... | Label: General |
6616df03-62a7-4442-b0e6-c3a9a55a881d | Clause:
Cessation or termination of Executive’s employment with the Company shall not result in termination of this Agreement. The respective obligations of Executive and the Company as provided in Sections 5, 6, 7 and 8 of this Agreement shall survive cessation or termination of Executive’s employment hereunder.
Tas... | Label: Survival |
91c7bdb9-922c-43e5-8c2b-7a2ba247dbed | Clause:
The Borrower shall pay such fees to the Administrative Agent, for its own account and for the benefit of the Lenders providing such Incremental Increase, as are agreed mutually at the time such Incremental Increase is established.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Fees |
60b70c43-4ac3-4ec2-b3eb-a4b7b1a479ea | Clause:
The portion of a Participant’s Account attributable to credits under Sections 4.1 (Match) and 4.3 (Elective Deferrals) is fully vested at all times. The portion of a Participant’s Account attributable to credits under Section 4.2 (Retirement Accumulation) is vested to the same extent as the Participant’s Retire... | Label: Vesting |
d5377d53-677f-4cd2-befc-d2411c914240 | Clause:
No failure or delay on the part of any Party hereto in the exercise of any right hereunder shall impair such right or be construed as a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall any single or partial exercise of any such right preclude oth... | Label: Waivers |
5b9cb158-5897-4b91-aa63-09fc39e727c2 | Clause:
None of the Borrower or any of the Subsidiaries is in default under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such defa... | Label: Agreements |
fe4197dd-7f45-40df-801e-7c88b6ef5e31 | Clause:
During the Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, including all reasonable expenses of travel and living while away from home, provided that such expenses are incurred and accounted for in acco... | Label: Expenses |
7e45903f-624a-49a4-b92a-a83cf32a7376 | Clause:
If any provision in this Agreement will be found or be held to be invalid or unenforceable, then the meaning of said provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder ... | Label: Severability |
f15a565d-bb17-45fe-81e7-df0bead0900e | Clause:
The ABL Agent, on behalf of itself and each ABL Lender, and each Term Loan Agent, on behalf of itself and each applicable Term Loan Lender, agrees that each of them shall take such further action and shall execute and deliver to the ABL Agent, the ABL Lenders, the Term Loan Agents and the Term Loan Lenders such... | Label: Further Assurances |
e6b4ca38-075c-4fe1-a0e3-3709681429a4 | Clause:
Indemnitee shall promptly give the Company notice in writing of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the General Counsel of the Company at the address shown on the signature page of this Agreement (or... | Label: Notices |
282ead27-bb1c-4531-95f1-bf262294e56a | Clause:
CannaSys hereby sells, transfers, and sets over to LuvBuds, free and clear of any and all liens that may have arisen between December 18, 2015 and the Effective Date, all of CannaSys's right, title, and interest in and to the Acquired Assets (as defined in the APA) and any additional assets acquired by LuvBuds ... | Label: Assignments |
5c730b4b-f984-477c-9e76-b7e11d440e55 | Clause:
This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by email or facsimile transmissi... | Label: Counterparts |
ffdf608c-db3c-443d-b48b-acf1dd90127e | Clause:
The execution, delivery, and performance of this Agreement by the Purchaser has been duly authorized by all requisite action, and this Agreement constitutes the legal, valid, and binding obligation of the Purchaser enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolve... | Label: Authorizations |
fd97347c-8f74-4c64-9e02-10624a71151b | Clause:
This Commitment Letter and the Fee Letters 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 Letters by teleco... | Label: Miscellaneous |
170ae286-9899-407a-93f4-385cf6969492 | Clause:
Executive agrees that following Executive’s termination of employment for any reason, he shall not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduc... | Label: Non-Disparagement |
5c43efaa-0b95-4345-9009-7ae335b08fb7 | Clause:
OpCo hereby represents and warrants to the Company that, except as set forth on Annex C attached hereto, to the knowledge of OpCo (after reasonable inquiry) (i) the execution and delivery of this Agreement by OpCo and (ii) the performance by OpCo of its obligations under this Agreement do not violate, in any ma... | Label: No Conflicts |
955a78ff-6304-47ed-86cb-eb2f5570b6e6 | Clause:
Executive acknowledges that a breach of this Section 5 will cause great and irreparable injury and damage, which cannot be reasonably or adequately compensated by money damages. Accordingly, Executive acknowledges that the remedies of injunction and specific performance shall be available in the event of such a... | Label: Remedies |
4f19e5ef-1d96-4899-be2e-8fb9bba6df2f | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
ac60c6bb-5103-49a2-b9ed-eeba125b4fd3 | Clause:
It is expressly agreed that the remedy at law for breach of any of the obligations set forth in this Article 12 is inadequate in view of (i) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a party to comply fully with each of said obligation... | Label: Specific Performance |
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