id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
50f5726d-34f2-4066-9ad9-5bfb666adf77 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal Laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
3566a993-ee68-4045-9c11-23c666f338fa | Clause:
Each party’s obligations under this Section 3.12 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
Task: Classify... | Label: Survival |
c81aa1d7-9618-480f-ac10-bd97b503f976 | Clause:
Each Lender hereby irrevocably (subject to Section 14.10 ) appoints, designates and authorizes Administrative Agent (including in its capacity as Collateral Agent for all purposes of this Section 14) to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exe... | Label: Authorizations |
d631df10-6e0c-435a-80d7-99f2ee754b4e | Clause:
This Agreement may be executed in one or more counterparts, each of which, when so executed, shall be deemed an original and all of which shall constitute one and the same Agreement. The signatures of all of the Parties need not appear on the same counterpart.
Task: Classify this clause into ONE of these types... | Label: Counterparts |
a7b99be6-abac-4c57-8506-a47825c47353 | Clause:
Neither the Buyer nor the Seller shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party hereto, which approval will not be unreasonably withheld or delayed, unless disclosure is otherw... | Label: Publicity |
affa21e5-3f58-419d-93df-980290da12b8 | Clause:
The laws of the State of New York (without giving effect to its conflict of laws principles) will govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance and enforcement.
Task: Classify th... | Label: Governing Laws |
56c0d2c1-634f-4f75-a2a1-9970fdd822f8 | Clause:
I agree that I will not make any statement, written or verbal, in any forum or media or take any action in disparagement of the Company, including but not limited to negative references to the Company or its products, services, corporate policies, or current or former officers or employees, customers, suppliers... | Label: Non-Disparagement |
b1293671-4e2f-4ec3-a999-5fea4b8ae2f0 | Clause:
On the Closing Date, (a) each Seller shall deliver or cause to be delivered to the Purchaser all of such Seller’s right, title and interest in and to the Shares to be sold by such Seller by an appropriate method reasonably agreed to by the Purchaser and the Sellers, together, in each case, with all documentatio... | Label: Closings |
04112fd3-1bd7-4068-8ce8-817000a9b477 | Clause:
The headings and sub-headings in this Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Headings |
8c7e5d08-1b2b-4a61-9a9a-042ab30fc7c7 | Clause:
This Agreement may be modified only by written agreement executed by both parties hereto.
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: Amendments |
071d11c5-f78d-4b79-bd92-ed9c70c1d0f9 | Clause:
This Letter Agreement may be executed in counterparts, each of which shall be deemed to be an original of the same agreement, and facsimile and “pdf” signatures shall be deemed original and binding for purposes of this Letter Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Counterparts |
36b5e448-59bf-4425-ae6f-6f157750dd2d | Clause:
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE NOTE, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO... | Label: Governing Laws |
ef3ae3bd-e80e-4c02-9d2b-7dd392f54bd7 | Clause:
The properties of each Credit Party and each of its Restricted Subsidiaries are insured in accordance with the requirement of Section 9.3.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Insurances |
251cd0aa-364d-47ed-b99d-70482e35b397 | Clause:
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Governing Laws |
6a1af994-a0fd-4770-ad40-8a115515578d | Clause:
As of the Effective Date, immediately after the consummation of the Transactions to occur on the Effective Date, Holdings and its Subsidiaries on a consolidated basis are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Solvency |
f45f8e79-7f9e-4cd3-aa78-41d5d0959b0b | Clause:
The Order of the Bankruptcy Court and of the U.S. Trustee’s duly appointing assigned Case No. 17-23630.
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, Au... | Label: Authority |
5c81fb45-66e9-4489-a1e1-3b7e669d6e65 | Clause:
This Agreement, together with the Plan and any other agreements incorporated herein by reference, constitutes the entire obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect to such subject mat... | Label: Entire Agreements |
f3b8d656-198b-4464-b4de-ccc96e425b52 | Clause:
Section 3.5 of the Company Disclosure Schedules sets forth a statement of profits and losses with respect to each Acquired Store for the twelve-month period ended April 29, 2017 (collectively, the “ Financial Statements ”). The Financial Statements collectively present fairly, in all material respects, the res... | Label: Financial Statements |
7b145ed1-9c07-4498-b9a0-5c3a182ce82f | Clause:
This Agreement shall be governed by the laws of the State of South 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, Authorizations, Base Salary, ... | Label: Miscellaneous |
031f4ae8-f877-46dd-9ee1-e8d1cf72226f | Clause:
There are no claims, suits, actions, proceedings pending or, to Shareholders Knowledge, threatened against SN, before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this... | Label: Litigations |
7ff86143-6c9b-4928-9535-ec030b90aa55 | Clause:
Ensure that (i) the proceeds of the Initial Term Loans incurred on the Second Amendment Closing Date are used solely to refinance the Term Loans outstanding prior to the Second Amendment Closing Date, to repay the outstanding obligations under the SMBC Credit Agreement, to pay transaction costs contemplated by ... | Label: Use Of Proceeds |
3efa8ac7-b643-40e3-92cd-de49c742c649 | Clause:
This Agreement may not be amended except with the consent of the Committee and by a written instrument duly executed by the Participant and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Amendments |
576f43b2-c0bf-44af-8925-da2c4243dfef | Clause:
This Agreement embodies the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kin... | Label: Entire Agreements |
d7ebd281-45ce-4220-8640-02e21156e9da | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted assigns and successors. Neither this Agreement nor any of the rights, interests or obligations set forth in, arising under or created by this Agreement may be assigned by any of the Parties without ... | Label: Assignments |
70ef530b-1586-4712-85ee-1488b575cc83 | Clause:
Should the Plan become void or unenforceable by operation of law or judicial decision, this Agreement shall have no force or effect. Nothing set forth in this Agreement is intended, nor shall any of its provisions be construed, to limit or exclude any definition, restriction, limitation or other term or conditi... | Label: Agreements |
31073b11-4430-4086-9c2d-e9fb407ea459 | Clause:
Neither this Letter Agreement nor any of the rights, interests or obligations under this Letter Agreement shall be assigned or delegated, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Le... | Label: Assignments |
1af127e2-84fd-4bda-8680-9a6c26b15dad | Clause:
All notices, demands, consents, approvals and other communications that may or are required to be given by either Sublessor or Sublessee to the other under this Sublease will be given in writing, addressed to Sublessor or Sublessee with copies as directed at their respective addresses as indicated below, or at ... | Label: Notices |
5335821a-b27b-4164-a718-76b07d1ab5d6 | Clause:
All Equity Compensation will be immediately vested on the date of grant.
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, Bene... | Label: Vesting |
ce3c313d-260a-4651-8c9e-71b1d9e2fc87 | Clause:
All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of ... | Label: Successors |
e4ecd02f-b5a6-4914-ab18-fb1ad6987cc1 | Clause:
For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given... | Label: Notices |
046973aa-4c85-492b-82eb-61cf6431b0c0 | Clause:
If, at the time of enforcement of Sections 5 , 6 and 7 , a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated peri... | Label: Enforcements |
1214d857-3465-44e0-b41d-f83522a4a473 | Clause:
Following the consummation of the Asset Transfer, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all of the rights, title and interest of... | Label: Sales |
e6eef594-cf1e-46dd-bf8a-64fd3a032983 | Clause:
To the greatest extent permitted by applicable law, this Agreement shall be governed by and construed in accordance with the applicable federal law of the United States of America, and to the extent not preempted by such federal law, by the applicable law of the State of Delaware in the case of Section 27 (Inde... | Label: Applicable Laws |
fa0373ab-7349-4b8a-80d6-5808ff67d364 | Clause:
Within ten (10) business days of execution of this Agreement, the Company will reimburse the Legion Group for up to One Hundred Thousand Dollars ($100,000) of its legal fees and expenses incurred in connection with its investment in the Company.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Expenses |
3d64e2e6-04db-401e-a65f-b87a41cd47f8 | Clause:
All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Lending Rate shall be made on the basis of a year of three hundred sixty-five (365) days, or three hundred sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees and interest shal... | Label: Fees |
5d89bd83-6446-4424-ab9a-1f3e51d0b0ae | Clause:
If any one or more of the provisions of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the other provisions shall remain in full force and effect. Any provision deemed invalid, illegal, or unenforceable because its scope is considered excessive shall be modified only to the mini... | Label: Severability |
96cb7baf-23e2-42aa-b9c6-03ec04e08a1f | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attac... | Label: Notices |
58c40485-e9b5-4043-ab65-e880e9369737 | Clause:
The Lead Arrangers shall have received (i) the audited Consolidated balance sheets of the Acquired Company and its Subsidiaries as of June 30, 2017, June 30, 2016 and June 30, 2015 and the related audited statements of income and cash flows for the fiscal year of the Acquired Company then ended, (ii) unaudited ... | Label: Financial Statements |
397c20e3-dc4b-442a-a5b6-e9310a965387 | Clause:
Borrower shall, at its own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, certificates, instruments, reaffirmations, amendments, documents and assurances as may from time to time be necessary or as Administrative Agent may from time to time rea... | Label: Further Assurances |
e9a7a2e8-2f97-49d2-a22f-6940b391764e | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the Investor and its respective successors and assigns. The Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of the Convertible No... | Label: Assignments |
f9b2185d-eeef-4dc4-a4ff-a35f0f579575 | Clause:
This Agreement has been duly authorized, executed and delivered by Erin and constitutes legal, valid and binding obligations of Erin, enforceable against Erin in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application ... | Label: Authorizations |
6ce91db1-57de-4789-ac45-a637ca77bdb0 | Clause:
This Agreement, the Employment Offer Letter (and any agreements referenced therein), the Mutual Agreement to Arbitrate Claims, the Employee Invention, Confidentiality and Non-Solicitation Agreement, and the equity plan agreements to be entered into in connection with my employment, together constitute the entir... | Label: Entire Agreements |
5791dd53-27e5-4a49-941f-aaba507e5f42 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that none of the Parent, the Borrower or any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or ... | Label: Successors |
94926ed4-1e08-454b-b6eb-3debe8fbf75d | Clause:
Your annual base salary (your “ Base Salary ”) will be equal to your annual base salary as in effect immediately prior to the Effective Date, and the parties acknowledge and agree that such amount is $450,000.00 on an annualized basis, less applicable withholdings, payable in accordance with the Company’s norma... | Label: Base Salary |
56173e2c-cf0f-4a60-87a1-f4993a994bca | Clause:
Borrower shall indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Lende... | Label: Indemnity |
5eeff298-a5f3-4a21-84a9-0982658c698c | Clause:
The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be con... | Label: Construction |
e5df1eba-34ed-4242-bdb4-63284ca0fc9a | Clause:
(a) Except as provided in the next succeeding sentence, interest on Loans shall be calculated on the basis of a 360-day year for the actual days elapsed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Fees |
92c7a898-1678-4f5a-8bc5-fb0a61602eb6 | Clause:
Each Originator, by accepting the Purchase Price related to each purchase of Receivables generated by such Originator, shall be deemed to have certified that the representations and warranties of such Originator contained in Article V are true and correct in all material respects (unless such representation or ... | Label: Warranties |
493fad93-29ea-42c6-bd8f-8a328f954205 | Clause:
This Agreement and all exhibits or attachments hereto shall be governed by and interpreted in accordance with the internal laws of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflict of law thereof.
Task: Classify this clause into ONE of these types ... | Label: Governing Laws |
4e78d730-ea5d-44a0-9d44-12c8fb72a3cb | Clause:
The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Managers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by the Managers or the Company or any of the offi... | Label: Representations |
5076170f-31c7-4496-a173-3919ca4f5e5c | Clause:
Neither Seller nor any ERISA Affiliate of Seller sponsors, maintains or contributes to any Plans or any Multiemployer Plans. Seller is not, and is not using, any assets of a “benefit plan investor” as defined in Department of Labor regulation 29 C.F.R Section 2510.3-101, as modified by Section 3(42) of ERISA (a... | Label: Erisa |
07d7eca5-7854-4c9a-b8cd-8ff5ebcd436b | Clause:
The provisions of this Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Governing Laws |
ee1f2ade-c543-42bb-98b4-85b92ce60fe1 | Clause:
The Borrower and its Subsidiaries have filed all federal and state and other material tax returns and reports required to be filed, and have paid all federal, state and other material Taxes levied or imposed upon them or their properties, income or assets, except those which (a) are being contested in good fait... | Label: Taxes |
b374d350-45c0-418c-9aac-c43488c7e8e4 | Clause:
Timely file or cause to be filed all Federal and material state and other tax returns that are required to be filed and shall timely pay 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 material taxes, fees or other charges imposed ... | Label: Taxes |
7a657182-0084-48e0-bc4a-0269dc5e698d | Clause:
After the time of the filing of the Form 8-K (as defined below), the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic inform... | Label: Disclosures |
2d804d7d-7b7a-4397-b91f-41dd60578ac3 | Clause:
In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Conversion Shares or Warrant Shares delivered for removal of the restrictive legend and Conversion Shares delivered for conversion into ... | Label: Remedies |
4d09fac6-614b-4cab-9ebc-4ddf1d1e7ef4 | Clause:
The effective date of this Plan is January 1, 2018.
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, Binding Effects... | Label: Effective Dates |
101e05c6-f74f-44da-ac7d-1cc6ac33aafd | Clause:
The Company shall be entitled to withhold in cash, shares or deduction from other compensation payable to the Grantee any sums required by federal, state or local tax law to be withheld with respect to the grant, vesting, distribution and/or payment of the Award.
Task: Classify this clause into ONE of these ty... | Label: Tax Withholdings |
9ce39df6-4090-4616-bdb6-1b8ce1948c03 | Clause:
This Lease constitutes the complete and entire agreement of Landlord and Tenant with respect to the subject matter hereof. No representations, inducements, promises or agreements, oral or written, have been made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant, which are not contained her... | Label: Entire Agreements |
1e5c973b-41c8-4b41-8c4b-32866ee7868a | Clause:
Ricketts has all requisite authority and power, authorizations, consents and approvals to enter into and deliver this Agreement and any other certificate, agreement, document or instrument to be executed and delivered by Ricketts in connection with the transactions contemplated hereby and to perform its obligat... | Label: Authority |
afff2a89-e25a-4d4b-b668-3ea788e442b9 | Clause:
The Borrower confirms that as of the Agreement Effective Date and after giving effect to this Agreement, (i) the representations and warranties contained in Article VII of the Credit Agreement are true and correct in all material respects, except to the extent any such representation and warranty is qualified b... | Label: Representations |
732b0d5c-b3d9-463a-9ff8-0abdf05996c0 | Clause:
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event th... | Label: Severability |
2499a3ac-8031-42ba-9c7e-43fc08db44c7 | Clause:
Except with respect to any Proceeding brought by Purchaser or the Company regarding or related to the enforcement of any provision of Section 5.06 , each party hereto hereby (i) agrees that any Proceeding, directly or indirectly, arising out of, under or relating to this Agreement or any transaction contemplate... | Label: Consent To Jurisdiction |
7bf8c985-475c-4052-9e41-3faef90d67f1 | Clause:
The Purchaser is a corporation duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Organizations |
e165a92a-4c8b-4a76-aea5-d2fd62d4817f | Clause:
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Liens |
26253192-75fe-442c-973d-230632df9f3b | Clause:
This Amendment 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 agreement. Receipt by facsimile or electronic transmission (PDF) of any executed signature page shall constitute the effective delivery of such sign... | Label: Counterparts |
bfc75788-a1a6-49b9-a87e-b0e3694bc406 | Clause:
(a) Each Loan Party and each of its Subsidiaries has good record, insurable and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reason... | Label: Liens |
9f5aa81e-c11b-43d8-a9c2-9d02331b1fa8 | Clause:
This Second Amendment, including any exhibits attached hereto and any agreements referenced herein or therein, is deemed fully integrated and contains the entire agreement of the parties hereto with respect to the matters covered thereby. Except as set forth in the Lease (and any related guaranty) as amended he... | Label: Entire Agreements |
f8efa7ee-92be-4485-a0ce-14ffd566df16 | Clause:
The Company has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibit... | Label: Financial Statements |
860bcbd1-945f-4d6a-a5ea-d8e79f9b15ba | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Admin... | Label: Successors |
ce3f85a7-c211-4cd1-a95e-8e31c22080bf | Clause:
No consent, approval, order or authorization of, or registration, qualification, or filing with, any governmental authority is required on the part of Pioneer Parent in connection with the execution, delivery and performance by Pioneer Parent of this Agreement and the issuance, sale and delivery of the Share Co... | Label: Consents |
04270e62-4d53-43eb-84f8-59f3ec83cb01 | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the addresses indicated above, or such other address as a party may so designate in the future, in wr... | Label: Notices |
c2649f51-596f-4046-b6ee-9dc6657b9c49 | Clause:
The Company stipulates that the remedies at law of the Holder in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically enforced by a decree for the specific... | Label: Remedies |
2d119927-7e0e-49c4-bf74-fad4d31993c1 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement 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 Agreement by facsimile transmission, by ele... | Label: Counterparts |
9ecb3ab5-e874-4ac6-84f8-ac81bba2945b | Clause:
The Borrower will use the proceeds of (a) the Term Loans made on the Closing Date to finance the Transactions and pay Transaction Costs and (b) Revolving Loans, Swing Loans and LC Issuances made on or after the Closing Date to provide working capital and funds for general corporate purposes, in each case, not i... | Label: Use Of Proceeds |
d678ed29-40ef-437a-ad86-6369d98f7bf9 | Clause:
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, a... | Label: Notices |
041bb91e-4bb6-4792-a6ac-9da0d2b470ed | Clause:
The Borrower agrees to pay to KeyBank, the Agent, KCM and CONA for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to that certain fee letter dated May 26, 2017 among the Borrower, KeyBank, KCM and CONA (the “ Agreement Regarding Fees ”). ... | Label: Fees |
75c72aec-7fe1-4023-876a-7d19d37b6975 | Clause:
In consideration of the payments and benefits provided to the Employee under the Employment Agreement and after consultation with counsel, the Employee, his marital community, and each of the Employee's respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, t... | Label: Releases |
3ea6ec19-8ddc-472d-8179-b544d46bc4f9 | Clause:
If an Event of Default occurs and is continuing, the Holder, may declare all of this Note, including any interest and other amounts due, to be due and payable immediately. The Holder, shall have all rights available to it at law or in equity. Upon the occurrence of an Event of Default, the interest on this Note... | Label: Remedies |
adce7377-e39d-49e5-8a59-2303290ad352 | Clause:
Subject to limitations under applicable law, the Committee (and its delegee) is authorized in its discretion to issue Awards and/or to deliver and accept notices, elections, consents, designations and/or other forms or communications to or from Participants by electronic or similar means, including, without lim... | Label: Records |
8df5aec6-f627-4d85-8a3b-a1b8df63469b | Clause:
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof and thereof. If there is any conflict between the provisions of this Agreement and the provisions of the plans, policies, and... | Label: Entire Agreements |
b29a52ee-b25c-41a0-966a-73c00f8590f4 | Clause:
This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or an... | Label: Assignments |
4f55f49f-1415-4e88-91f0-9c1ca7b0de42 | Clause:
This Satisfaction shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. The Company and the Investor irrevocably consent to the jurisdiction of the United States federal courts and state courts l... | Label: Governing Laws |
5eb45b6a-c3c0-4612-bcb7-fd127b68c974 | Clause:
There are no Legal Proceedings pending or, to the Knowledge of the Schlumberger Entities, threatened against or affecting the Schlumberger Entities or any of their respective Affiliates (i) seeking to prevent or delay the Closing or (ii) relating to the Schlumberger Business, except in each case for such Legal ... | Label: Litigations |
69a62fbc-1c75-4c7b-bebc-49a2ac55a245 | Clause:
Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but such indemnified party’s failure to so n... | Label: Notices |
bb653835-bf8b-4032-99c8-de3f3919e215 | Clause:
By this Agreement, you intend to settle any and all claims that you have or may have against EnteroMedics as a result of EnteroMedics hiring you, your employment with EnteroMedics, and the decision to terminate your employment with EnteroMedics. You agree that, in exchange for EnteroMedics’ promises in this Ag... | Label: Releases |
aa7e0d36-32e9-42d6-8618-e6d32040e3ea | Clause:
The Plan was initially adopted on November 5, 2015, and was amended and restated on May 2, 2017 (the “ Effective Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Effective Dates |
10e9a601-fe19-4228-8a77-29853b23a49f | Clause:
If the IRS issues a final ruling that any amounts deferred under this Plan will be subject to current income tax due to a failure to comply with Code Section 409A, all Award payments to which the ruling applies shall be paid to the Participants in a single cash lump sum within 60 days after such final ruling is... | Label: Payments |
27861b38-5b0b-4941-8de8-35e2a530a2e5 | Clause:
The headings of the sections of this Agreement are merely provided for convenience of reference and shall not be used in the interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Headings |
bdf6df28-62aa-469e-8179-793a582ce872 | Clause:
Neither Party shall disclose the terms and conditions of this Agreement except as may be required by Law. Notwithstanding the foregoing, with respect to complying with the disclosure requirements of any Governmental Authority in connection with any required filing of this Agreement, the Parties shall consult wi... | Label: Terms |
c018ff31-f19a-45dc-be7d-95ea1162bab1 | Clause:
A Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with his or her Award. The Company shall not be required to issue any Shares or make any cash payment under the Plan until any such obligations are satisfied.
Task... | Label: Tax Withholdings |
a7857544-93a8-4b9f-a346-5ea6f3290cfc | Clause:
(o) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear and casualty and condemnation excepted and (b) maintain with financially sound and reputable insurance companies or insurance associations insurance on all its material property in at least suc... | Label: Insurances |
8590da48-7dec-49ed-ba0f-52cfd798b1b1 | Clause:
The parties acknowledge that this Agreement and the Severance Agreement (to the extent specifically incorporated herein), constitute the entire agreement between them regarding Executive’s separation, superseding all prior written and oral agreements regarding such topic, including, without limitation, that cer... | Label: Entire Agreements |
369bd4b2-899b-4f73-b6ce-5fa3936a7b89 | Clause:
Except as provided in paragraph 2 of this Agreement, each party shall be responsible for its own fees and expenses in connection with the negotiation and execution of this Agreement and the matters related thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Expenses |
06c62cb8-58e2-4d86-8f2a-1537e774f94d | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before November 27, 2017; ... | Label: Terminations |
f65a1c95-8192-426f-ae5b-1d7658646635 | Clause:
This Release, the Change in Control Agreement, the Confidentiality Agreement and the Stock Agreements represent the entire agreement and understanding between the Company and Executive concerning the subject matter of this Release and Executive’s relationship with the Company, and supersede and replace any and ... | Label: Entire Agreements |
fda5e7f6-24b8-44c8-accf-01c4c4abdc53 | Clause:
Buyer shall be entitled to assign all or part of its rights, title and interest under this Agreement to an Affiliate; provided that such Affiliate shall assume the corresponding obligations of Buyer under this Agreement. A copy of any assignment made hereunder shall be promptly forwarded to OMVS. Seller may n... | Label: Assignments |
bb3d51b0-825f-404a-89bf-bf83f7a6a743 | Clause:
TILC Seller makes the following representations and warranties for the benefit of the Purchaser, the Indenture Trustee, each Series Enhancer, each Noteholder and each other Secured Party, on which the Purchaser relies in acquiring the Railcars, Leases and Related Assets Conveyed by it hereunder. Such representa... | Label: Representations |
ec077a12-b1f4-4573-b8fa-6200507f806b | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate the charter, by-laws or other organizational documents of the Company ... | Label: No Conflicts |
abcc71e8-74c2-40ee-ad8c-6f924cd60a76 | Clause:
Except as set forth in Sections 3.4 and 6.3, this Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written understandings, statements, representations or promises with respect to its subject matter. This Agreement was the subject of negotiation b... | Label: Entire Agreements |
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