id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ff4e4571-8dc7-45b2-9bcb-f3bd8a90726e | Clause:
Each of the parties hereto agrees that damages at law are an inadequate remedy for any breach of this Agreement and that, in the event of any breach by a party, the Company, the Manager and the other parties hereto are and shall be, to the fullest extent permitted by law, entitled to obtain a decree or decrees ... | Label: Specific Performance |
9926fc48-db3b-4df9-834c-51a8dabaea7e | Clause:
This Amendment will be governed by the internal laws of the State of New York without reference to its conflicts of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Governing Laws |
a21aff04-b17f-493d-93b8-d0f736edc736 | Clause:
Each party to this Agreement agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be required by law or as, in the reasonable judgment of the Class A Member or the Managing Member may be necess... | Label: Further Assurances |
1f696813-a129-428b-b8cd-52f1d2ec520b | Clause:
Subject to Section 2.7 hereof, if at the time any such funds are received hereunder (A) the Secured Debt has not been accelerated pursuant to Article IX, and (B) no Event of Default has occurred and be continuing (or if an Event of Default has occurred and is continuing, Agent, at the direction of the Required ... | Label: No Defaults |
7eb57e38-fa46-4ea1-84d9-5d5012d58a81 | Clause:
The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, partners, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (i... | Label: Indemnifications |
cc3f2739-e5f8-4b19-a069-0bba3cc7de87 | Clause:
This Agreement together with the other Secured Credit Documents and the First Lien Security Documents represents the entire agreement of each of the Grantors and the First Lien Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warr... | Label: Integration |
6b5b7afc-ceca-4a0d-a71f-2dba83f696b3 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $5,000 for each assignment, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. If ... | Label: Assignments |
14519022-853f-4c84-b16e-567c7110346d | Clause:
All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally by hand or by overnight courier, mailed by United States first-class mail, postage prepaid, sent by facsimile or sent by electronic mail directed (a) if to an Investor, at such I... | Label: Notices |
70220b6c-d7fa-49d2-bdee-2ca423647fde | Clause:
The closing of the Purchase (the “ Closing ”) shall take place at the offices of Kirkland & Ellis LLP, 3330 Hillview Avenue, Palo Alto, CA 94304, on the date hereof, or at such other place, time and date as shall be agreed between the Company and the Investor. The date on which the Closing occurs is referred to... | Label: Closings |
035650bd-2cb7-411a-9e9f-d93a79dffa4f | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys... | Label: Expenses |
f3615b96-67b1-4ecc-98aa-ab75486cbdf7 | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each ... | Label: Erisa |
5b8c0109-4539-4674-a37e-afeed4c92277 | Clause:
Each of the Issuer, the Transferor and the Servicer, as applicable, will preserve and maintain its existence as a trust or as a corporation, as applicable, duly organized and existing under the laws of the State of Nevada, in the case of the Transferor and the Issuer, and the State of Georgia, in the case of th... | Label: Organizations |
63932c7b-7b19-483d-9852-b31cf2654a0a | Clause:
In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 5.03), the Borrower agrees that in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part an oblig... | Label: Indemnity |
e4eaf3e2-690b-4a6d-bedb-9bdf9c3d14e7 | Clause:
You will be paid a monthly salary of $25,000.00 minus applicable withholdings, which is equivalent to $300,000 on an annualized basis. Your salary will be payable pursuant to the Company’s regular payroll policy (or in the same manner as other officers of the Company).
Task: Classify this clause into ONE of th... | Label: Base Salary |
de0c594d-90ca-4b85-ac29-8a4b53144c03 | Clause:
All payments under this Agreement will be subject to all deductions required by law, including applicable taxes and withholdings. In accordance with its normal payroll practices, the Company will mail to your home address in the Company's records any tax reporting forms it prepares in accordance with any paymen... | Label: Taxes |
b6f28284-8ccc-477d-bfdd-33f7ea65da79 | Clause:
Either party shall have the right specifically to enforce this Agreement and Release, except for provisions which subsequently may be held invalid or unenforceable, and/or obtain money damages for its breach, including reasonable attorneys’ fees. Further, in the event of a breach by Employee of this Agreement a... | Label: Enforcements |
2f1a1304-c0a8-4de6-86eb-1b3d22b68eb2 | Clause:
The Warranties shall remain in full force and effect notwithstanding the Closing as set forth in Section 9.01(d) .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Survival |
5370a6dd-eae8-471a-b80e-d08cb7a4660c | Clause:
The Companies shall pay to, or on behalf of, each Manager, promptly as billed, an amount equal to all out-of-pocket expenses incurred by such Manager in connection with the services requested by the Companies to be provided by such Manager pursuant to the terms of this Agreement. Such expenses may include, amon... | Label: Expenses |
370f4cff-c89a-4cc7-aa7d-3c97886126a7 | Clause:
Executive shall not have the right to assign or delegate his rights or obligations hereunder, or any portion thereof, to any other person.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Assignments |
48a034f2-5348-4c36-adc3-d8bc5a00fe3c | Clause:
Amendments, variations, modifications or changes herein may be made effective and binding upon the parties by, and only by, the setting forth of same in a document duly executed by the General Partner and the Advisor Sub, and any alleged amendment, variation, modification or change herein which is not so docume... | Label: Amendments |
24031bca-dd5e-4772-aa1f-cfc0ad5b1b7e | Clause:
The execution, delivery and performance of this Agreement and all other agreements contemplated hereby to which the Seller is a party have been duly authorized by the Seller. This Agreement and all other agreements contemplated hereby each constitutes a valid and binding obligation of the Seller, enforceable in... | Label: Authorizations |
4e4e5af5-4a3b-4db2-9d41-0750f784e260 | Clause:
You agree that you will (i) devote your full working time, attention and abilities to your duties at the Company; (ii) promote and protect the interests and reputation of the Company and its Affiliates; and (iii) comply with all rules, policies and regulations of the Company from time to time. Notwithstanding t... | Label: Duties |
4de74e20-b7ae-4fb6-ba6c-4ab564ca1115 | Clause:
This Agreement shall inure to the benefit of Secured Parties’ successors and assigns and shall bind Debtor's successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Binding Effects |
7d3bde2c-8747-4094-b9a6-de571de3cc2b | Clause:
During the Term of Employment, Executive will be entitled to receive an annualized base salary (the “ Base Salary ”) of not less than $325,000. The Base Salary shall be paid in accordance with REIT Operator’s normal payroll practices, but no less often than semi-monthly.
Task: Classify this clause into ONE of ... | Label: Base Salary |
2248a155-d212-454a-ac1c-bce2144c0492 | Clause:
This Agreement shall become effective on the Effective Date and, subject to Section 12.8, shall continue in full force and effect for so long as any Obligations remain outstanding or Bank has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, Bank shall have the right ... | Label: Terms |
a4dd0f7b-4113-4202-b56e-30aa85e4e7be | Clause:
LANDLORD, BY ACCEPTING THIS GUARANTY, AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY LANDLORD OR GUARANTOR AGAINST ANY PARTY OR THEIR SUCCESSOR... | Label: Waiver Of Jury Trials |
a485b3a8-1c39-4fe2-8a17-2f7683c7b810 | Clause:
The Company, as a condition to the issuance of such shares, may require the person exercising Option to represent and warrant at the time of such exercise that any shares of Stock acquired upon exercise are being acquired only for investment and without any present intention to sell or distribute such shares if... | Label: Representations |
0b220065-017c-45fe-b585-2d7d20627955 | Clause:
All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication) and faxed or delivered, to each party hereto, at its address set forth under its name on Schedule III hereto or at such other address as shall be designated by such p... | Label: Notices |
94f804d1-f54b-4ba0-9857-cbf56807688f | Clause:
Any notice or other communication to any party in connection with this Agreement shall be in writing and shall be sent by manual delivery, telegram, telex, facsimile transmission (with machine or oral confirmation of delivery), overnight courier or United States mail (postage prepaid) addressed to such party at... | Label: Notices |
bd0d1e2d-0279-43b0-867f-5cd124db5167 | Clause:
THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERN... | Label: Governing Laws |
16e71693-a02c-4b8b-a295-beccd5848b7c | Clause:
The Corporation shall indemnify an Indemnitee (as hereinafter defined) against Liabilities (as hereinafter defined) and advance Expenses (as hereinafter defined) to an Indemnitee to the fullest extent permitted by applicable law and as provided in this Article IX. An Indemnitee shall be entitled to the indemnif... | Label: General |
b4b0ff3b-3d8c-4761-967d-28bdbab9fb36 | Clause:
The terms of this Note are severable, and should any provision be declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall, at the option of Lender, remain in full force and effect and shall in no way be impaired.
Task: Classify this clause into ONE of these ... | Label: Severability |
42ba9af1-9a92-4f1c-b1b6-1ff8a9fa7579 | Clause:
Subject to the Participant’s continued service as a member of the Board of Directors of the Company and the terms of the Plan and this Agreement, the Restricted Shares will vest and cease to be Restricted Shares, and accordingly, the restrictions contained in Sections 2 and 5 will no longer apply (but the Share... | Label: Vesting |
f3e4f72e-b9ff-496e-8804-63a0883d6b2d | Clause:
Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax o... | Label: Withholdings |
d0af3aab-0e29-4d9f-a74f-0c05cc755ddd | Clause:
Except as stated on Schedule 6.7 , there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of the Borrower threatened in writing against the Borrower, any Guarantor or any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrati... | Label: Litigations |
2e221b79-ab56-43d1-8e9f-8b3daa2eac5f | Clause:
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Pa... | Label: Binding Effects |
92f206ec-88da-449c-83b4-bb5a69edc196 | Clause:
Employee shall be entitled to such medical, disability and life insurance coverage and such vacation, sick leave and holiday benefits, if any, and any other benefits as are made available to the Company's corporate officers, all in accordance with the Company's benefits program in effect from time to time.
Tas... | Label: Benefits |
f17c043c-ca61-44e0-84cc-fb0e9a98ecf2 | Clause:
The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled, without posting a bond or similar indemnity, to an injunction or injunctions to prevent breaches of this Agreement or to ... | Label: Specific Performance |
b0ed55a1-f17f-4a69-b042-7206e32d5f51 | Clause:
The Plan and all Awards hereunder shall be construed in accordance with and governed by the laws of the State of New York, but without regard to its conflict of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Governing Laws |
9ed52ddd-9abb-4689-a30e-461b398bdd59 | Clause:
This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings and representations with respect to its subject matter are hereby terminated and cancelled in their entirety and are of no further force or effect.... | Label: Entire Agreements |
9af9d297-0658-4ab1-a4f9-f668b6cef81c | Clause:
The Administrative Agent shall have received (A) the audited consolidated balance sheets and related consolidated statements of operations, cash flows and shareholders’ equity of each of the Borrower and Isle for the three most recently completed fiscal years of the Borrower and of Isle ended at least 90 days b... | Label: Financial Statements |
7c0db39b-071e-455b-809a-1592049453d5 | Clause:
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or telefaxed to Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629, attention of IBCM-Legal, fax no. (212) 325-4296; or, if sent to t... | Label: Notices |
41c75687-a616-48c8-83a5-0e89053648c9 | Clause:
The Guarantor will not knowingly use, or permit any of its Subsidiaries to use, any funds derived from any activity that would violate Sanctions to pay any of the obligations under the Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Sanctions |
6e43cd2e-abcd-457b-8250-88272b712eae | Clause:
The Administrator is hereby authorized and empowered to act for, and on behalf of, any or all of the Family Members (with full power of substitution in the premises) in connection with (i) the approval of any Transfer as required by, and in accordance with, this Agreement and (ii) such other matters as are reas... | Label: Authority |
b868d4d6-2ec0-47cd-8a10-b97cadd021b6 | Clause:
In accordance with Section 11.4(a) of the Credit Agreement, Loan Parties agree to reimburse Administrative Agent, no later than July 28, 2017, for all accrued legal fees and expenses invoiced to Administrative Agent on or prior to June 23, 2017.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Expenses |
fc3f6778-bb18-43b3-9848-31cb18b37e79 | Clause:
Borrower shall pay and discharge all lawful claims, including Taxes, assessments, and governmental charges or levies imposed upon it or its income or profits or upon any properties belonging to it prior to the date upon which penalties attach thereto; provided that Borrower shall not be required to pay any such... | Label: Taxes |
743d3e7c-eb04-4b23-bf46-386eb99a7e25 | Clause:
Trustor hereby authorizes the Beneficiary to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral without the signature of Trustor where permitted by law. A photocopy or other reproduction of this Deed of Trust or any financing statement co... | Label: Amendments |
fa87fdca-2167-4fd1-a915-d4b9e53c779a | Clause:
All notices, requests and other communications to any party hereunder shall be given in the manner prescribed in Section 9.01 of the Credit Agreement with respect to the Administrative Agent at its notice address therein and with respect to any Guarantor, in care of LMI at the address of LMI set forth in the Cr... | Label: Notices |
e75508b9-b6fb-40de-bece-153f19a3e59f | Clause:
This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof (other than the provisions of the Commitment Letter that expressly survive pursuant to the terms thereof), and there are no p... | Label: Integration |
f287595f-be63-42a9-9b2d-2a5a535f09e6 | Clause:
Capitalized terms used herein shall have the respective meanings ascribed thereto in the Credit Agreement, unless otherwise defined.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Defined Terms |
0785a2db-4dd3-4d65-85f5-9a687302dc15 | Clause:
The headings in the Paragraphs of this Agreement are inserted for convenience only and will not constitute a part of 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: Headings |
6f4ecf3d-f1ab-4907-8e86-cac02c09ceee | Clause:
This Agreement contains the entire agreement among the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings , whether written or oral, between the parties with respect thereto.
Task: Classify this clause into ONE of these t... | Label: Entire Agreements |
f4d827cb-932f-42cf-a961-08aeb5783bdd | Clause:
This Agreement embodies the entire agreement of the parties and supersede all prior agreements and understandings relating to the subject matter hereof and any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving any U.S. Loan Party and any of the Administrat... | Label: Entire Agreements |
ed81f7e9-8dc4-4b37-9273-7694df8b20f5 | Clause:
This Agreement may be executed in several counterparts, and all so executed shall constitute one Agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not a signatory to the same counterpart.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Counterparts |
e654cd12-ef9e-4519-8506-747c9f9c4076 | Clause:
Each of the Agents and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and 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 |
64fa1e5f-72a9-456f-9f31-867e0c808460 | Clause:
You will be paid in bi-weekly installments equivalent to $310,000.00 on an annual basis, subject to deductions for taxes and other withholdings as required by law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Base Salary |
1927e4b8-d591-47b3-b95b-f4038f55e9bf | Clause:
Any payment hereunder received by the Payee after 1:00 p.m. (New York City time) on any day, will be deemed to have been received on the next succeeding day. All payments to be made to the Payee under this Note shall be made in the lawful money of the United States of America in immediately available funds with... | Label: Payments |
4edde7ff-35ce-4ae2-91a1-e6c3cd615cef | Clause:
EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACT... | Label: Submission To Jurisdiction |
2ebbd779-474a-4c69-be09-dfc5bed536fb | Clause:
Subject to the forfeiture conditions described later in this Agreement, the Restricted Stock Units shall not vest until [DATE] (the “Vesting Date”), at which date they will become 100% vested.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Vesting |
ba53302a-ea82-4200-90aa-97a04a9af282 | Clause:
The Company may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month perio... | Label: Disability |
c97cd829-34ec-4a8f-af2c-da5364f550cb | Clause:
Subject to Section 8 hereof, the Company agrees to continue to employ Executive, and Executive agrees to continue to be employed by the Company, in each case pursuant to this Agreement, for a period commencing on Effective Date, and ending on the day preceding the third (3rd) anniversary of the Effective Date (... | Label: Terms |
106f818b-8c6a-4633-ba71-03f40cd0ca0f | Clause:
The Borrower will, and will cause each Subsidiary to, comply with and maintain its property (including the Core Assets) in compliance with all Requirements of Law (including Environmental Laws), and obtain, maintain, comply with any permits, licenses or other approvals required pursuant thereto, including any a... | Label: Compliance With Laws |
42183f0a-ed05-44de-ba9b-28b5107d55e8 | Clause:
Unless otherwise defined herein, terms defined in the Credit Agreement shall have such defined meanings when used herein, and, for purposes of this Pledge Agreement, the rules of construction set forth in Section 1.2 of the Credit Agreement shall apply as if fully set forth herein, mutatis mutandis.
Task: Clas... | Label: Defined Terms |
5de2e393-a28f-4f6d-8cd6-1c5feed81cc9 | Clause:
Irrespective of the place of execution or performance, this Sublease shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Governing Laws |
34f26008-266c-4d3f-82d2-e6646f2451c1 | Clause:
Neither the Borrower nor any member of the Controlled Group sponsors, maintains, administers, contributes to, participates in, or has any obligation to contribute to or any liability under, any ERISA Plan. Neither the Borrower nor any Managing Member has any employees. Without limiting the generality of the f... | Label: Erisa |
e937205e-1a13-4228-8eb0-6e80811c5c38 | Clause:
SMMC has filed or caused to be filed all Federal, material state and other Tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes imposed on it or any of its property by any Gov... | Label: Taxes |
c17e9ac6-5da1-4cbc-a378-ed7e910efd22 | Clause:
Each of the Partners agree to take such additional actions (and to cause their designees to the Advisory Committee, as applicable, to consent to the taking of such actions) as may be reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement with respect to the Purchased I... | Label: Further Assurances |
54e902ff-1be9-49ff-a524-3b1175adf48c | Clause:
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration Statement and the prospectus used in connection with such Registration Statement, as may be necessary to keep the Registration Statement or any New Registration Statement eff... | Label: Amendments |
838b1645-553b-4811-ac49-3d0d5702cb18 | Clause:
This Guaranty Agreement 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. Delivery of an executed counterpart of a signature page of this Guaranty Agre... | Label: Counterparts |
63d90edd-7652-45f5-b858-d40f0849db34 | Clause:
Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or sent by certified mail, return receipt requested, postage prepaid, addressed (a) if to Executive, to his last known address shown on the payroll records of the Company, and if to the Company, to The New Ho... | Label: Notices |
0b545cc2-9132-46fb-be86-55bdf2eb45c6 | Clause:
Except for Section 3.3, this Agreement shall terminate on the earlier to occur of (i) such time as the Stockholder Designator is no longer entitled to designate a Director pursuant to Section 2.1(a) and (ii) the delivery of a written notice by the Stockholder Designator to the Company requesting that this Agree... | Label: Terminations |
72ce0924-4f88-4e76-871c-5a3b941aca66 | Clause:
In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, the Credit Agreement shall be amended in the manner provided in this Section 2 effective as of the Fourth Amen... | Label: Amendments |
15d2dcc3-14ad-43c9-a32f-05c0896969fb | Clause:
All indemnities set forth herein including, without limitation, in Sections 3.01 , 3.02 , 4.01 , 11.07 and 12.01 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Obligations.
Task: Classify this clause into ONE of these types (exactly on... | Label: Survival |
cab44da6-fc94-43f0-83d7-18172ab336ac | Clause:
This Employment Agreement may be amended, modified, superseded, canceled, renewed, or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by both the parties or, in the case of a waiver, signed by the party waiving compliance. Any change or changes in the Employee’s ... | Label: Amendments |
0d5756b2-340b-47b6-8516-fa35e064efd0 | Clause:
This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or ... | Label: Governing Laws |
1c88e683-9f4b-41cf-a2a7-56b29a53b52a | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.
Task: Classify this clause into O... | Label: Counterparts |
ccf542a1-71ab-413e-a448-aa488ec91416 | Clause:
Employee agrees to cooperate with Athena and its affiliates following the termination of Employee’s employment with respect to all matters arising during or related to Employee’s employment, including but not limited to (i) the continuity of Athena’s business and/or Employee’s job duties; and (ii) all matters i... | Label: Cooperation |
c74e6788-7fc2-44b8-ac7d-f3f9d04fa5d7 | Clause:
If Purchaser assigns its rights under this Agreement pursuant to the terms of Section 12.1 below, such permitted assignee shall be required and deemed to have made all of the foregoing representations and warranties as of the date of assignment and the Closing Date, modified to apply to the assignee, including ... | Label: Assignments |
11f68960-88fe-40a4-9630-d5578fce48e2 | Clause:
Each Borrower shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent on each date that a Borrowing Base Certificate is due to be delivered pursuant to Section 8.1 , inventory reports and, if requested by Agent to the extent that ... | Label: Records |
095bb320-3cc9-410c-8811-45e0f46c85ff | Clause:
In order to become effective, this General Release must be executed by you no earlier than the Separation Date and no later than twenty-one (21) days after the Separation Date, and must not be revoked during the seven (7)-day revocation period following execution of this General Release by you. Your right to re... | Label: Effectiveness |
38e6537e-2349-41cf-ba0d-621e77ed1c6c | Clause:
The failure of either party to insist on the performance of any of the terms or conditions of this Agreement, or failure to enforce any of the provisions of this Agreement, shall not be construed as a waiver or a relinquishment of any such provision. Any waiver or failure to enforce on any one occasion is effec... | Label: No Waivers |
06fa0f6d-e0c3-45f8-b7fd-78e12796fa40 | Clause:
This Agreement shall become effective as of the Effective Date and, unless earlier terminated pursuant to this ARTICLE IX, shall remain in effect until the expiration of the Royalty Term throughout the Territory (the “ Term ”). Upon expiration of the Term, all rights and licenses granted to Novartis pursuant to... | Label: Terms |
9734078b-43bb-451a-b9a9-0b9c29f3be1b | Clause:
The Borrower will, and will cause each Guarantor to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice, and the Borrower will furnish to Administrative Agent upon request full in... | Label: Insurances |
340e259a-8c0e-43b6-af42-9f26e2de1b86 | Clause:
This Agreement shall terminate, except to the extent that any obligation of the Company hereunder remains unpaid as of such time, upon the second anniversary of the Effective Date. Notwithstanding the foregoing, on each anniversary of the Effective Date, the term of this Agreement automatically shall be extend... | Label: Terms |
61c900e6-d0f1-4acf-bc9c-3980b5786027 | Clause:
All representations and warranties set forth in this Article V and all representations and warranties contained in any certificate delivered pursuant to this Agreement, or in any of the Loan Documents (including any such representation or warranty made in , or in connection with , any amendment thereto) shall c... | Label: Warranties |
b36d5f5a-fbc9-4fc1-ac28-98d74afe8528 | Clause:
This Agreement may be executed in any number of counterparts, and each such counterpart hereof will be deemed to be an original instrument, and all such counterparts together will constitute but one agreement. Valid and binding signatures to this Agreement may be delivered by electronic transmission, such as fa... | Label: Counterparts |
1718cc5f-883c-4252-9885-1fafc1e32a44 | Clause:
The properties of each Loan Party and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar pr... | Label: Insurances |
f24da317-a9a8-464e-93f7-d0e527d5d210 | Clause:
If the Company, in its sole discretion, determines that the listing upon any securities exchange or registration or qualification under any United States federal, state, local or foreign law of any shares to be issued pursuant to an Award is necessary or desirable, issuance of such shares shall not be made in s... | Label: Compliance With Laws |
115c0cca-f21a-4af8-8b9a-f587259dd783 | Clause:
Each party hereby waives, to the fullest extent permitted by applicable law, any right he, she or it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) certifies that no representative, agent or attorney... | Label: Waiver Of Jury Trials |
18601920-37e0-4c5a-89f7-794592a0f81e | Clause:
THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Waiver Of Jury Trials |
e4a47b2d-cb92-4fbf-a92c-10db512b781b | Clause:
The Company may terminate Executive’s employment upon and at any time during the continuance of his disability within the meaning of the long-term disability plan maintained by the Company or its Affiliates in respect of senior executives of the Company as in effect from time to time (“ Disability ”).
Task: Cl... | Label: Disability |
a7ecc635-abbc-4718-823a-b72f3188a740 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Counterparts |
4e945bcf-2394-482f-8b6a-235721de29d4 | Clause:
This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflicts of laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law which shall be applicab... | Label: Governing Laws |
f302f170-397a-4149-b00a-0048d0f51a2d | Clause:
Except to the extent preempted by any applicable federal law, the Plan shall be construed, administered and enforced in accordance with the laws of the State of New Jersey without reference to its principles of conflict law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Governing Laws |
373003f4-6ee0-4d26-9681-896a0ab25561 | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time ... | Label: General |
fae91914-cd0d-4b11-906a-a4085b66fc69 | Clause:
During the Employment Term, Executive shall serve as the Company’s Vice President, General Counsel & Secretary. In such position, Executive shall have such duties, authority and responsibility as shall be determined from time to time by the Board of Directors of the Company (the “Board”), the Chief Executive Of... | Label: Titles |
07ef9c41-1ca9-4bf2-8b38-4a04951ea21f | Clause:
None of QRS Seller, TRS Seller, Guarantor or Pledgor nor any ERISA Affiliate maintains any Plans and none of QRS Seller, TRS Seller, Guarantor or Pledgor nor any ERISA Affiliate makes or has any obligation to make any contributions to, or otherwise has any liability with respect to any Plans or any Multiemploye... | Label: Erisa |
439647b5-cbb8-4950-8a6a-ac08c25369c0 | Clause:
The Company shall use the proceeds from the sale of the Securities to pay its cash payment obligations under the Transaction Agreements (as defined in the MoviePass SPA) and for general corporate purposes, but not, directly or indirectly, for (i) except as set forth on Schedule 4(d), the satisfaction of any ind... | Label: Use Of Proceeds |
4b31fba2-7d1c-43cf-b7fd-3a374a709db0 | Clause:
Except as set forth in Schedule 7.1(o)(i) , the Company and each Subsidiary of the Company is in compliance, and since [***] has complied, with all applicable laws, other than any such non-compliance that individually or in the aggregate, would neither (A) be reasonably likely to materially and adversely affect... | Label: General |
98f1a37a-825c-4829-93eb-66af0d75d6c3 | Clause:
Any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of a Participant, whether paid or payable pursuant to this Plan or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Payments |
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