id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
f595bce5-24b1-4a5f-a4da-05bfcb6dedbf | Clause:
Each of the parties shall use its reasonable and diligent best efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for such party’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further ... | Label: Further Assurances |
cae02221-7999-4ceb-9568-c06e7d4f970a | Clause:
Notices delivered in connection with this Guaranty shall be given in accordance with Section 10.05 of the VF1 Repurchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Notices |
9626cf9f-4ba0-4b1c-ab09-1b1d2e9d92df | Clause:
Each party hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the United States District Court of the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York county and any appellate court from any thereo... | Label: Submission To Jurisdiction |
14e349ce-a639-4758-a615-2c9aea2ae7f9 | Clause:
In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circu... | Label: Severability |
09aabede-1cc5-47a9-b802-95a479f2daca | Clause:
Each Party represents and warrants to the other Party that this Agreement is a legal and valid obligation binding upon it and is enforceable in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Enforceability |
8737b3ae-243a-45a4-9ea9-7ef165df4e30 | Clause:
The Administrative Agent shall have received counterparts of this Seventh Amendment from the Credit Parties and Lenders constituting at least the Majority Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Counterparts |
7c02f900-7212-4435-a598-6e2aa2af84b1 | Clause:
Captions and headings are for convenience of reference only.
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, Benefits, Bindin... | Label: Headings |
2032997a-938a-4ad2-ab1d-9b49f28157aa | Clause:
You shall be entitled to a minimum of three weeks paid vacation or such greater amount as permitted by the CEO of the Company. You shall also be entitled to personal and sick days in accordance with Company policy applicable to senior executives.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Vacations |
1cb22d22-3c6e-42d1-ae02-5e6062d8c5ee | Clause:
All computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination of an i... | Label: Fees |
3151e860-4c41-4af2-b896-26bcf2f8dfb9 | Clause:
The Parties do not intend to violate any public policy or statutory common law. However, if any sentence, paragraph, clause or combination of this Agreement is in violation of any law or is found to be otherwise unenforceable, such sentence, paragraph, clause or combination of the same shall be deleted and the ... | Label: Severability |
879d9477-c0aa-4a38-a982-be6079877e4c | Clause:
Schedule 4.9 sets forth the name of, the ownership interest of the applicable Loan Party in, the jurisdiction of incorporation or organization of, and the type of each Subsidiary of, the Borrower and the other Loan Parties and identifies each Subsidiary that is a Loan Party, in each case as of the Closing Date.... | Label: Subsidiaries |
5507a101-ce73-41f7-a6f3-965e97fe49a1 | Clause:
The Committee may, in its sole discretion, specify that the Participant’s rights, payments, and benefits with respect to any payment of incentive compensation made hereunder shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any ... | Label: Forfeitures |
2adfc80e-d277-4658-b4cb-3c6db0e9b536 | Clause:
All payments made pursuant to this Agreement will be subject to withholding of applicable income, employment and other taxes. If the Company does not make such withholdings on Employee’s behalf, Employee shall pay when due all such taxes (and any related penalties and interest) imposed on Employee and shall ind... | Label: Withholdings |
62a9e9e1-c905-47e4-825c-97b45fe2d655 | Clause:
The Company shall issue to the Grantee the number of Shares equal to the aggregate number of Restricted Stock Units that have vested pursuant to Exhibit A or Sections 4 or 5, as applicable, of this Agreement as soon as practicable and no later than 30 days after the Committee makes the determination under the t... | Label: Forfeitures |
fc9d201f-44c8-4f1f-b195-3122074677d2 | Clause:
Pursuant to Section 5 of the Plan, in the event of a Change in Capitalization, the Administrator shall make such equitable changes or adjustments as it deems neces-sary or appropriate to the number and kind of securities or other property (including cash) issued or issuable in respect of out-standing Restricted... | Label: Adjustments |
3e95391c-cc1b-4f93-b9f5-06c5483c78af | Clause:
The Employee shall serve as Senior Vice President, Chief Financial Officer and shall report to the President and Chief Executive Officer of the Company, beginning as of November 28, 2016 (the “Commencement Date”). The Employee shall be based at the Company's headquarters in Cambridge, Massachusetts. The Employe... | Label: Titles |
e16ac234-f014-4746-b30e-c1d22d8569ee | Clause:
The Borrower hereby agrees to indemnify and hold harmless each Revolving Credit Lender, the Issuing Bank and the Administrative Agent, and their respective directors, officers, agents, attorneys, professional advisors and employees from and against any and all claims and damages, losses, liabilities, costs or e... | Label: Indemnifications |
ed6bfa24-5562-42d5-8810-f3b4e2bb56b0 | Clause:
Change its name, identity, jurisdiction of organization or corporate structure (within the meaning of Sections 9-503 and/or 9-507 of the UCC of all applicable jurisdictions) or relocate its chief executive office, principal place of business or any office where Records are kept unless it shall have: (i) given ... | Label: Records |
dc6e4ee7-3e41-4a03-a908-ed4222894062 | Clause:
The unaudited financial statements for the twelve (12) months ended December 31, 2015 and December 31, 2016 that have been provided to the Buyer (the “Financial Statements”) fairly and accurately present the results of operations of DMSI for the periods covered thereby in all material respects, and the financia... | Label: Financial Statements |
8bf2a35e-6cb7-4ae8-be20-4117ea04b4a9 | Clause:
You agree that during and after your Employment with the Company, you will not make disparaging comments about AIG or any of its subsidiaries or affiliates or any of their officers, directors or employees to any person or entity not affiliated with the Company. Nothing herein shall prevent you from making or pu... | Label: Non-Disparagement |
2505ee96-ab9c-4044-b1d6-5568fa02e847 | Clause:
This Settlement Agreement and Release is contractual and not a mere matter of recital. All remedies at law or in equity shall be available for the enforcement of this Settlement Agreement and Release. This Settlement Agreement and Release may be pleaded as a full bar to the enforcement of any claims a party, or... | Label: Enforceability |
6d2e5b9c-1e6b-47a4-b427-ca8c1b46285b | Clause:
Between the date hereof and the Deferred Payment Date, the parties intend to engage in good faith discussions concerning a long-term restructuring of the terms of the Master Lease, the Guaranty and the other financial relationships of the parties. In connection with those discussions, the Company shall and shal... | Label: Cooperation |
04aa6af4-d6d2-41de-9d4f-72cfd6ab3b09 | Clause:
In the event of any loss affecting any Collateral, the Lender having a senior Lien in the Collateral under this Agreement shall, subject to the Borrower’s rights under the relevant Loan Agreement with respect to such Collateral, have the sole and exclusive right, to adjust settlement of any insurance policy app... | Label: Insurances |
86d7ae6e-27a9-42bc-951d-d7a4368d506e | Clause:
This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one agreement and any party hereto may execute this Agreement by signing any such counterpart. This Agreement shall be binding upon Participant and the Company at such time as the Agreement, in counterpart o... | Label: Counterparts |
543c22d3-f706-4eea-a172-e4ed48791718 | Clause:
In the event that you engage in fraud or misconduct involving the Company, then at the option of the Committee, all vested and unvested Units [awarded to you] will terminate and be forfeited, and you will be required to immediately pay to the Company all amounts that you [may] have received in connection with y... | Label: Forfeitures |
df362be0-6399-4369-a4e2-07177da4ca04 | Clause:
The properties of Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in l... | Label: Insurances |
db6a0f80-330c-478e-9fdd-e66b60d68f6c | Clause:
This Agreement may not be amended except by a written agreement of the Parties that is identified as an amendment to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Amendments |
8263a5c5-c335-4750-bb1e-d4a8bb199529 | Clause:
As of the date hereof, there are no Pension Plans or Multiemployer Plans. None of the Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a liability under ERISA, except as could not reaso... | Label: Erisa |
567d3565-513b-4460-a78b-57f68b4a7bf7 | Clause:
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The exchange of a fully executed Agreement (in coun... | Label: Counterparts |
7e38e39e-3edc-453c-97a8-924c1ad17a7d | Clause:
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indeb... | Label: Use Of Proceeds |
a4a835c8-1528-41ed-99eb-7df6f36e35ad | Clause:
(a) Except as otherwise set forth herein, if any Lender (a “ Benefited Lender ”) shall at any time receive any payment of all or part of the principal amount of any of its Revolving Credit Loans, Term Loans, Additional/Replacement Revolving Credit Loans and/or the participations in letter of credit obligations ... | Label: Adjustments |
5c1280a2-2f09-418f-ad8e-307661e32ede | Clause:
Concurrently with the execution of this Amendment, the Parties hereto are executing an Amended and Restated Fee Letter, dated as of the date hereof, which amend and restates the “Fee Letter” referred to in the S&O Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Amendments |
f85e338a-4dcc-4b42-b247-94594b66ecd4 | Clause:
During the Transition Period, Employee will continue to receive her current base salary, to participate in the health insurance and other benefit plans of the FedEx Group in which she currently participates, and to receive the perquisites and other personal benefits currently provided to her, subject in all cas... | Label: Benefits |
245ebcb2-e085-484e-a7cf-813ebd282106 | Clause:
Subject to the terms of Section 3.1, this Agreement shall become effective when it shall have been executed by the Borrowers and the Administrative Agents, and when the US Administrative Agent shall have, as to each Lender, either received a counterpart hereof executed by such Lender or been notified by such Le... | Label: Binding Effects |
0c50f71c-f9d7-4fbd-852d-21cb9bf6d9dc | Clause:
So long as the Borrower does not have any Subsidiaries, references to a Subsidiary or Subsidiaries in this Agreement shall be deemed to be deleted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Subsidiaries |
51ebee4b-05e6-4c46-af42-411dc106caa8 | Clause:
Each Party shall have the right to charge interest on all overdue amounts under this Article 5 from the date due until paid at a rate equal to 1.5% per month, or, if less, the maximum rate permitted by applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Interests |
c419fdac-8dcc-4af8-b09b-3061a271f919 | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Governing Laws |
f6232adb-c711-4db2-94d1-69240fa360be | Clause:
SED and its Subsidiaries own or possess all Intellectual Property, except where the lack of such ownership or rights to use would not have a Material Adverse Effect. SED is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any of SED’s Intellectual Property or... | Label: Intellectual Property |
b6dbc57f-ebbe-44e1-94b3-2900b0419f3d | Clause:
All payments made by ImmunoGen to Jazz hereunder shall be made without set-off or counterclaim and free and clear of any taxes, duties, levies, fees or charges, except for withholding taxes, if any. ImmunoGen shall make any applicable withholding payments due on behalf of Jazz and shall provide Jazz with reason... | Label: Tax Withholdings |
1b11de42-1b10-434b-a349-b16b30570a91 | Clause:
Each Supplement H-5 Participant employed by Loy Clark Pipeline Company as of the Merger Date became a Participant in the Plan on the Merger Date (if not already a Participant) and shall continue as a Participant in the Plan until all of the Participant’s vested account balances are distributed, subject to the t... | Label: Participations |
41879231-307f-4e55-beb3-ae4bd387e7fa | Clause:
The Company hereby agrees to continue to employ Employee, and Employee hereby agrees to continue his employment with the Company, upon the terms and subject to the conditions described in this Amended Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Employment |
fc0936d6-1366-4424-ba3f-3dd6b0ca3736 | Clause:
This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute a single contract. Signature pages may be detached from multiple separate counterparts... | Label: Counterparts |
d29a52c9-c9a5-4373-bf48-d2d3208d1240 | Clause:
Celadon hereby agrees to indemnify and hold harmless Element and its Affiliates, directors, officers, managers, employees, agents, consultants, advisors, accountants, legal counsel or other representatives (the “ Representatives ”) (collectively, the “ Indemnified Persons ”) from and against all losses, liabili... | Label: General |
40cf80d6-0d0d-4386-badc-2fd1c7247eb2 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Debenture 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 conflict of laws thereof. Each party agrees that all legal proc... | Label: Governing Laws |
a3e54a30-a712-4dbf-8701-da0adc6caf8d | Clause:
This Agreement may not be amended or modified except (i) by an instrument in writing signed by, or on behalf of, the Company and the Investor, or (ii) by a waiver in accordance with Section 8.10 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Amendments |
c28f73bf-91d6-4c77-8ff4-5efa70ec084f | Clause:
The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are reasonable and customary in the business in which it is engaged; all policies of insurance and fidelity or surety bonds insuring the Company or its businesses, assets, employees, of... | Label: Insurances |
78a31566-e275-4ed9-b890-56c49a5608c9 | Clause:
This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agr... | Label: Entire Agreements |
8a7ff973-3ce9-4ce4-924d-441af5ebd755 | Clause:
(a) Schedule 3.08(a) sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization of each subsidiary of the Borrower and, as to each such subsidiary, the percentage of each class of Equity Interests owned by the Borrower or by any such subsidiary.
Task: Classify this ... | Label: Subsidiaries |
eb5bdc81-ce2d-4753-a96e-352847eb531f | Clause:
This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts lo... | Label: Governing Laws |
de32defc-1a79-4c83-903f-748613326b24 | Clause:
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within one (1... | Label: Disclosures |
1dc6cd72-b807-4002-a02e-2816fb6c06ea | Clause:
The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and JPMorgan contained in this Agreement or made by or on behalf of the Company, the Guarantors or JPMorgan pursuant to this Agreement or any certificate delivered pursuant hereto shall ... | Label: Survival |
b286b029-388c-47d5-99a1-da0b1f1d2d29 | Clause:
You and the Company agree that the covenants and promises set forth in this Agreement (and any other provision with efficacy following the receipt by you of all payments and benefits required to be provided to you by the Company hereunder) shall survive and continue in full force and effect to the extent necess... | Label: Survival |
e5ed0999-0aea-4eff-a9de-20522a370598 | Clause:
During the Term, the Company shall pay to Executive an annualized base salary, payable in accordance with the Company’s payroll practices in effect from time to time, at the rate of $350,000 per year (the “Base Salary”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Base Salary |
8e910dde-663c-41cf-bf80-ed5bcff72026 | Clause:
July 1, 2017 MOBILESMITH, INC. , MobileSmith RAY HEMMIG Board Member .
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: Agreements |
e05a0ed9-ace2-4899-b052-4683143f0240 | Clause:
Any notice or filing required or permitted to be given to the Administrative Committee shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Company at 1 Centennial Avenue, Piscataway, NJ 08855, directed to the attention of the Senior Vice President, Human Resourc... | Label: Notices |
7dbd1568-e2a0-4b47-84a7-2f2302079188 | Clause:
This Agreement shall be treated as confidential and is being provided to Purchaser and the Seller solely in connection with the transactions contemplated under the Acquisition Agreement. This Agreement may not be used, circulated, quoted or otherwise referred to in any document by Purchaser or the Seller or the... | Label: Confidentiality |
d7d178cc-9e10-4b58-a0a3-ebcf10eb666f | Clause:
Each of the Parties agree to execute and deliver (and to cause their respective controlled Affiliates to execute and deliver), upon the written request of any Party hereto, any and all such further documents, certificates, papers, schedules and instruments as reasonably appropriate for the purpose of obtaining ... | Label: Further Assurances |
fd594451-380f-462d-a98a-6bbf40876915 | Clause:
No right, benefit or interest hereunder shall be subject to assignment, encumbrance, charge, pledge, hypothecation or setoff by the Executive in respect of any claim, debt, obligation or similar process, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and ... | Label: Assignments |
15f68873-7368-421f-b15e-4069962d6aef | Clause:
This Agreement (including the exhibits hereto) constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Task: Classify this clause into ... | Label: Entire Agreements |
0bd5c7ec-e863-4870-bcb4-4c8945a809d0 | Clause:
At such time as the Loans, the amounts owed to any Issuing Bank in respect of Letter of Credit and the other Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been paid in full, the Commitments have been terminated and either no Letter of Credit shal... | Label: Releases |
daa484db-6353-4fcf-875d-1c71fb0dec72 | Clause:
This Commitment Letter will be of no force and effect unless executed by each Commitment Party and a counterpart hereof is accepted and agreed to by the Company and, as so accepted and agreed to, received by each Commitment Party by 11:59 p.m. (Central time) on December 19, 2016, together with the Fee Letters a... | Label: Terminations |
671420d8-2b03-4c3e-9e48-de39190c26c4 | Clause:
The proceeds of the Loans will be used only to finance the general corporate purposes of the Borrower and its Restricted Subsidiaries, including to fund dividends and other distributions to IAC.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Use Of Proceeds |
4d14c4e7-e1ac-4538-a126-29014e051432 | Clause:
Not create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Buyer Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Liens |
d208b6ac-b01b-4efa-8b31-6e3f95880192 | Clause:
All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guaranty and Collateral Agreement or, if not defined therein, in the Loan Agreement, and this Trademark Security Agreement shall be subject to the rules of construction set forth in Section 1.4 of the L... | Label: Defined Terms |
8216fdcb-26aa-4155-9eca-57326b970734 | Clause:
Any dispute or claim that arises out of or that relates to this Agreement, or to the existence, scope, or validity of this Agreement or the Letter Agreement, or that relates to the breach of this Agreement or the Letter Agreement, or that arises out of or that is based upon the employment relationship (includin... | Label: Arbitration |
64cbe2c6-95ad-47d3-8e03-f65f5c837795 | Clause:
Purchaser agrees to indemnify and hold harmless the Company and each director, officer or agent thereof from and against any and all losses, damages, liabilities and expenses arising out of or in connection with any breach of, or inaccuracy in, any representation or warranty of the undersigned, whether containe... | Label: Indemnifications |
c9f4c062-a277-4db2-b29d-75554c85fe85 | Clause:
This Agreement may not be assigned by any party hereto without the prior written consent of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Assignments |
90881eca-fa92-4124-b930-57648547b373 | Clause:
The Company shall reimburse the Employee for all normal, usual and necessary expenses incurred by the Employee in furtherance of the business and affairs of the Company, including reasonable travel and entertainment, upon timely receipt by the Company of appropriate vouchers or other proof of the Employee’s exp... | Label: Expenses |
fb937d85-ecd3-4bb0-95f9-340789d58a7a | Clause:
The Plan or Trust funding the Plan may be amended, modified, changed, revised, terminated, or discontinued by the Company in accordance with Article VIII of the Plan. The Plan may also be amended in in certain circumstances by the Committee in accordance with Article VIII of the Plan.
Task: Classify this claus... | Label: Terminations |
f6789a4f-ffc8-46cd-a003-b3c12ba1fd60 | Clause:
Each Company shall at all times maintain insurance upon its Inventory, Equipment and other personal and real property (including, if applicable, flood insurance as required by the National Flood Insurance Reform Act of 1994 pursuant to Section 5.29 hereof ) in such form, written by such companies, in such amoun... | Label: Insurances |
30a1e687-c845-4fda-8c2a-5b0e962c2e15 | Clause:
This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority,... | Label: Governing Laws |
efc6d5db-0b70-4971-ad37-4f152788832b | Clause:
The undersigned Authorized Officer or chief financial officer or chief accounting officer of Borrower certifies that Borrower and Guarantors are in compliance with all covenants under the Loan Documents after giving effect to the making of the Advance requested hereby and no Default or Event of Default has occu... | Label: No Defaults |
cac0561a-581c-4d35-854f-e540395d9f47 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature or by other electronic means, which shall be accepted as if they were original sign... | Label: Counterparts |
e37e5c45-645a-4a5d-80bc-bc83fc47241f | Clause:
This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by a written instrument making specific reference to this Agreement signed by all of the parties hereto. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shal... | Label: Miscellaneous |
b079a6ff-cb08-4dd4-b13a-0283da6cdea8 | Clause:
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of this Agreement and of the Security.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Insurances |
d4360c37-ce30-41b0-9abe-9d30ef3a5d16 | Clause:
A Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted for such period of time, if any, or subject to such conditions as may be set forth in the Agreement. The period of restriction of a Stock Award granted to a Participant who is not an Outside Director shall be at least three yea... | Label: Vesting |
fda60448-ff88-428c-b496-26d2c81218ee | Clause:
The proceeds received by Borrower in connection with the Loan shall be used by Borrower exclusively as a capital contribution to Operator for purposes of cost of construction and operation of (i) the property known as Montreign Resort Casino, (ii) the property known as Monster Golf Course, and (iii) the propert... | Label: Use Of Proceeds |
9a62cad6-0f38-4a66-bfdb-ba19d4c30bfb | Clause:
The Company shall indemnify the Executive to the extent provided in its then current Articles or By-Laws. The Executive agrees to promptly notify the Company of any actual or threatened claim arising out of or as a result of his/her employment with the Company.
Task: Classify this clause into ONE of these typ... | Label: Indemnifications |
5c0c3959-47cc-4cb8-a3e8-494f59ae4864 | Clause:
The Company is duly incorporated, validly existing, and in good standing under the laws of Nevada and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances and orders of public authorities, to carry on its business in all material respects as it is now being conducted... | Label: Organizations |
b6ef7a9b-fdb8-471d-8161-6a78d7e1a073 | Clause:
The Purchasers will purchase, severally and not jointly, an aggregate of up to $600,000 in Subscription Amount corresponding to an aggregate of up to $660,000 in Principal Amount of Notes. The purchase will occur in up to two (2) tranches of (each a "Tranche," and collectively the "Tranches"), with the first Tr... | Label: Closings |
130648e4-44cd-42e6-8caa-48184a758b82 | Clause:
Each U.S. Loan Party shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to the Administrative Agent), each Tax Indemnitee for all Indemnified Taxes (including any Indemnified Taxes imposed by any jurisdiction on amounts payable under this Section 2.17 ) paid or payable by ... | Label: Indemnifications |
499ea4e6-6fef-4a2b-86d7-d85892212594 | Clause:
The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016 delivered pursuant to Section 2.2(a)(ix) complies in all material respects with the requirements of the Exchange Act and does not contain any untrue statement of a material fact or omit to state a material fact required to be s... | Label: Financial Statements |
651b4ee2-7e3c-41e9-bd19-0b3dca838082 | Clause:
The representations and warranties of the Sellers and Purchaser contained in or made pursuant to this Agreement shall survive in full force and effect until the fifth anniversary of the Closing Date, at which time they shall terminate (and no claims shall be made for indemnification under Sections 7.2 or 7.3 th... | Label: Survival |
0b919559-6e60-4185-a40c-fb74cc725c71 | Clause:
The Company shall reimburse the lead Buyer for all reasonable 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... | Label: Fees |
a83a3111-24fd-4c02-88aa-7b3bc0babd51 | Clause:
Part I of Schedule 6.1.(f) is, as of the Agreement Date, a complete and correct listing of all Properties of each Borrower, each other Loan Party and each of their respective Subsidiaries, which also identifies any Property that is a Development Property or Transition Asset as such a Property. Each of the Loan... | Label: Liens |
0eba966d-d804-4d75-8660-75102ee0a50d | Clause:
All amounts due under this Section shall be payable promptly and in no event later than 10 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... | Label: Payments |
ea7bc88b-dfce-4ef1-af66-397cb8c6a3ad | Clause:
The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding of the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the Par... | Label: Entire Agreements |
c39c7f5e-4fa7-4ca5-8546-dcd842c7a3e1 | Clause:
This Agreement contains the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons. This Agreeme... | Label: Miscellaneous |
025aff22-e648-44cb-9e57-7368497d8c13 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Issuing Banks and the Administrative Agent and their respective successors and assigns, except that the Borrower shall not have the right to assign their rights hereunder or any interest herein.
Task: Classify this ... | Label: Binding Effects |
2be40232-b29e-4e02-833e-86e82ede1590 | Clause:
This Agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, neither party shall assign this Agreement, in whole or in part, to any other Person without the express prior written consent of the other party to this Ag... | Label: Binding Effects |
5ff825d1-787f-49b2-9ae4-64a5fdee069e | Clause:
Each Loan Party and each Subsidiary 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 (a) taxes that are being contested in good faith by appropriate proceedings and for which such L... | Label: Taxes |
4aa4719c-4469-4408-bf39-4089f61dfbdb | Clause:
All rights and remedies hereunder shall be cumulative, may be exercised singularly or concurrently and, unless otherwise stated herein, shall not be deemed exclusive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Remedies |
0b5273c8-9318-423d-814c-43104699b81f | Clause:
The outstanding principal balance of this Note shall bear i nterest (computed on the basis of a 360-day year, actual days e l apsed) e i ther (i) at a fluctuating rate per annum determined by Bank to be seventy-five hundredths percent (0.75%) above Daily One Month LIBOR in effect from t i me to time, or (ii) at... | Label: Interests |
7261de97-dfea-49ff-beac-19566270845f | Clause:
Each of the representations and warranties made to the Purchasers in the Securities Purchase Agreement (together with any related disclosure schedules thereto), is hereby incorporated herein by reference (as though fully restated herein) and is hereby made to, and in favor of, the Placement Agent.
Task: Classi... | Label: Representations |
20e373c3-f4fc-4321-8c28-bc868d2689eb | Clause:
Landlord represents and warrants that no consent or approval of this First Amendment by any third party (expressly including the holder of any mortgage encumbering the Building) is required or that each such consent or approval has been obtained by Landlord and is in full force and effect.
Task: Classify this ... | Label: Consents |
151e55d6-2f50-4415-a7b6-c02a16a2423c | Clause:
This Agreement may be executed in multiple counterparts, and on separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile or other electronic means of transmis... | Label: Counterparts |
17943f56-529a-4051-bc0e-a039c5900e39 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such... | Label: Participations |
0d949781-42d3-473d-a05e-18eb4678e702 | Clause:
Each Loan Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing) and (b) the Agents and the Lenders have hereto... | Label: Releases |
e5792bd4-3019-47e9-bc33-ad2df22602f5 | Clause:
Employee shall use his best efforts and skills to truthfully, accurately, and promptly prepare, maintain, and preserve all records and reports that the Company may, from time to time, request or require, fully account for all money, records, equipment, materials, or other property belonging to the Company of wh... | Label: Records |
5bdde46b-6014-46f3-8299-e2802857296b | Clause:
The Company and its Subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental b... | Label: Consents |
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