id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
8168f68a-c499-4023-85fc-06d5d13f3a3b | Clause:
There is not a broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement or the other Transaction Documents, except for fees and/or commissions paid or payable to Green... | Label: Brokers |
f7d92c1b-c01b-466b-8084-784dbaf5e415 | Clause:
Each of the Loan Parties (A) as of the Closing Date, shall not own directly or indirectly any Subsidiaries other than (i) Domestic Subsidiaries existing on the Closing Date as disclosed on Schedule 6.1.2 and (ii) Foreign Subsidiaries existing on the Closing Date and (B) after the Closing Date shall not (i) form... | Label: Subsidiaries |
c918f3be-1a71-4b98-bc23-c159af743fe3 | Clause:
Executive shall be paid an annual base salary of $327,750, payable according to Employer's payroll schedule and subject to applicable state and federal withholdings and other payroll deductions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Base Salary |
22a68cd9-ca84-458f-8500-26958355f55e | Clause:
The Company shall retain the Chairman, on the terms and subject to the conditions set forth in this Agreement, for the period commencing on January 1, 2017, and ending on December 31, 2017 (such period, the “Term”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Terms |
4bfa96f1-95d0-4474-b48e-82bd3959bc60 | Clause:
This Restricted Stock Agreement shall be binding upon the heirs, executors, administrators, successors and, to the extent permitted, assigns or other Permitted Transferees of the parties to this Restricted Stock Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Binding Effects |
dd73f3c1-7b42-4a45-9d9a-a542ec35e8bf | Clause:
You agree to indemnify and hold harmless the Commitment Parties and each of their respective affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, an “ Indemnified Party ”) from and against any and all actions... | Label: Indemnifications |
4299d8f4-90a9-4d21-827a-83343ae7695b | Clause:
If Mr. Balka’s services are terminated by reason of Mr. Balka’s death during the Consulting Period, the Bank shall pay to Mr. Balka’s estate or beneficiary, as applicable, in a lump sum in cash within 15 days following the Date of Termination the amount of (i) any earned but unpaid Monthly Fee of Mr. Balka thro... | Label: Death |
9ec1f1cf-c9bc-4b3f-b0dd-16cb43a633b8 | Clause:
This Amendment may be executed by one or more the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Counterparts |
b798819c-1d1e-41ce-8250-6ca6d13709c3 | Clause:
The parties agree that this Agreement, and any SOW executed hereunder, cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Modifications |
a505550e-87b0-454d-85cb-a7076bce7366 | Clause:
Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by t... | Label: Indemnifications |
3e8669c8-1772-4a45-b0bd-85f78d67b49f | Clause:
All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered personally, (ii) mailed, certified or registered mail, with postage prepaid, (iii) sent by next-day or overnigh... | Label: Notices |
55d32fc1-b494-443f-8581-ee7b058c09b4 | Clause:
The execution, delivery and performance of this Agreement by such Stockholder do not violate or conflict with or constitute a default under (i) in the case of Stockholders that are not individuals, such Stockholder’s organizational documents, (ii) any Law applicable to such Stockholder, or (iii) any material ag... | Label: No Conflicts |
9c5d51ae-fa3b-4b68-9686-ba77f7839558 | Clause:
If there is a Change in Control, the Restricted Stock Units shall be subject to the vesting and other provisions of Section 17 of the Plan with respect to such Change in Control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Change In Control |
300e8fbe-0f7c-48cd-b24f-0a5048593f61 | Clause:
The Parties hereto acknowledge and agree that: (a) each Party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved against the drafting Party shall not be employed in ... | Label: Construction |
9b186039-7769-4003-b55d-421896192e21 | Clause:
Capitalized terms used but not defined in this Supplement are defined in Appendix 1 to the 2017-A Exchange Note Supplement, dated as of March 1, 2017 (the “ Exchange Note Supplement ”), to the Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of Dec... | Label: Definitions |
9037de1f-8bf1-458f-a9b4-f0b8bada7168 | Clause:
Neither the Borrower nor any of the Subsidiaries is a party to, or is bound by, any agreement, contract, or instrument or subject to any charter or other corporate restriction which materially and adversely affects the business, properties, assets, operations, or condition, financial or otherwise, of the Borrow... | Label: No Defaults |
ddbae845-a8a0-425c-b38a-4547614036f4 | Clause:
Such Seller is duly formed, validly existing and in good standing under the laws and regulations of the state of such Seller’s formation and is duly licensed, qualified, and in good standing in every state where such licensing or qualification is necessary for the transaction of such Seller’s business, except t... | Label: Organizations |
88340c95-6a5f-4dae-b08d-37525463fb64 | Clause:
All corporate actions on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and for the issuance of the Shares have been taken. The Company has the requisite corporate power to enter into this Agreement and to carry out and... | Label: Authorizations |
c1eacf95-25d7-4fcd-bcf3-7e20f094ad52 | Clause:
The Manager’s employment with the Company had commenced on the date set forth in Exhibit A (the “ Commencement Date ”), and shall continue until it is terminated pursuant to the terms set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Terms |
65aef115-b1ea-4945-b9b8-1ec559b83d81 | Clause:
Seller will be fully responsible for all losses, damages, expenses, liabilities, attorneys' fees, claims or demands whatsoever suffered or incurred by Buyer or Company as a result of any litigation or threatened litigation arising from matters that occur on or before the Closing Date.
Task: Classify this claus... | Label: Litigations |
eeecdbf7-478b-4d7e-8085-3b1f676c37c5 | Clause:
The Borrower shall reimburse the Administrative Agent and Wells Fargo Securities, LLC (in such capacity, the “ Arranger ”), from time to time on demand, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses (including, without limitation, the reasonable and documented or invoiced fees ... | Label: Expenses |
14f935e3-ba60-4f4e-9b6c-193d34864aab | Clause:
No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by the Company, HMNY or any of their respective subsidiaries in connection with the transactions contemplated herein based upon arrangemen... | Label: Brokers |
12afe074-ebef-498a-bcd0-ef22386eea4b | Clause:
The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Agreement, the other Loan Documents, and the other documents t... | Label: Expenses |
e8cba828-000f-412a-854a-6647bff1246a | Clause:
The Grant Documents shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the choice of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Governing Laws |
019f2ee5-71dc-4329-92e3-77eb2a94cc4a | Clause:
Each Stockholder agrees that it will, and will direct its designated representatives to, keep confidential and not disclose any Confidential Information; provided, however , that such Stockholder and its designated representatives may disclose Confidential Information to the other Stockholders, to the Stockhold... | Label: Confidentiality |
5579a7a9-6159-4784-8d1c-602b693bbfbd | Clause:
The Borrower agrees to pay all reasonable out of pocket costs and expenses (including without limitation reasonable fees and expenses of any counsel, financial advisor, and agent for the Lender) incurred before or after the date hereof by the Lender and its affiliates in connection with the preparation, negotia... | Label: Expenses |
e6f5ccee-1f2b-49b6-880c-67832d7adf2e | Clause:
Each of PubCo and the Stockholders’ Representative and Sellers shall (a) furnish to the other party in a timely manner such information, documents and other materials as the other party may reasonably request for purposes of making, reviewing or approving any determination or computation necessary or appropriat... | Label: Cooperation |
21611fd5-475a-4d53-8467-6f439682c574 | Clause:
Except with respect to the Broker, which has been engaged by Seller pursuant to a separate agreement, and shall be paid by Seller, Seller represents and warrants to Buyer, and Buyer represents and warrants to Seller, that no broker or finder has been engaged by it, respectively, in connection with any of the tr... | Label: Brokers |
13e087e6-fff1-4548-9120-4b302547c334 | Clause:
This Award (including any additional RSUs received by the Participant as a result of stock dividends, stock splits or any other similar transaction affecting the Company's securities without receipt of consideration) shall not be transferable by the Participant otherwise than (i) by will or by the laws of desce... | Label: Sales |
70cd9e28-f7eb-4a77-a830-b4a6128e8050 | Clause:
EXCEPT TO THE EXTENT SUCH COSTS, LOSSES, LIABILITIES OR ACTIONS RESULT FROM LANDLORD’S NEGLIGENCE AND/OR WILLFUL MISCONDUCT, OR THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD’S EMPLOYEES, CONTRACTORS OR AGENTS, TENANT SHALL INDEMNIFY AND HOLD LANDLORD HARMLESS FROM AND AGAINST ALL COSTS (INCLUDING REASONABLE ... | Label: Indemnifications |
d87964ae-2de6-442c-805d-9add559a0047 | Clause:
There are no legal or governmental proceedings pending to which any of the Partnership Entities is a party or to which any property or assets of the Partnership Entities is the subject that could reasonably be expected to have a Material Adverse Effect; and to the knowledge of the Partnership Entities, no such ... | Label: Litigations |
140dd8fe-16fb-46ab-9ae8-cdeff72f9143 | Clause:
All capitalized terms not otherwise defined in this Agreement that are defined in the Credit Agreement shall have the meanings assigned to such terms by the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Definitions |
43397fd1-6017-45c0-899d-2297425a9c13 | Clause:
The Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. , its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information th... | Label: Solvency |
6c690f68-0ca2-4bff-84d4-c48400d39d8b | Clause:
This Agreement shall be binding upon and inure to the benefit of the Company and its Affiliates and any other person, association, or entity which may hereafter acquire or succeed to all or a portion of the business or assets of the Company by any means, whether direct or indirect, by purchase, merger, consolid... | Label: Assignments |
f3e46ce7-1913-49c7-870c-0b86c9ab2c52 | Clause:
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “ including ” in this Agreement shall be by way of example rather than by limitation.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Interpretations |
81aca7b4-8cf4-4dfe-aec9-aa13afb4a8db | Clause:
Subject to the provisions of Section 4 hereof, the Loan Parties shall pay interest on any and all amounts remaining unpaid under Section 1 at any time from the date such amounts become payable until paid in full, at a market rate to be agreed upon by the Limited Recourse Guarantor and the Audit Committee of the... | Label: Interests |
4bc4a520-a1c8-4afb-9316-1d6a52506e99 | Clause:
It is duly organized, validly existing and in good standing under the laws of the State of Indiana, with its principal place of business in Indianapolis, Indiana and is duly qualified as a foreign corporation or partnership, properly licensed (if required), in good standing and has all requisite authority to co... | Label: Existence |
d21641d9-8b0d-4e83-9a1c-e94543530e51 | Clause:
Except as otherwise provided herein, all the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto. No Stockholder may assign any of its rights hereunder to any Person other th... | Label: Binding Effects |
5801fcf6-04da-44ac-8340-06f561487a38 | Clause:
Except in the case of Swingline Loans, all fundings, continuations and conversions of Loans of any Class shall be made by the Lenders pro rata on the basis of their respective Commitments of such Class (in the case of the funding of Loans of such Class pursuant to Section 2.2 ) or on the basis of their respecti... | Label: General |
0254b0f0-0c21-44f3-97fd-989f3d5d5eb5 | Clause:
The Seller hereby makes the following representations and warranties as to each Receivable conveyed by it to the Purchaser hereunder on which the Purchaser shall rely in acquiring the Receivables. Such representations and warranties shall survive the sale, transfer and assignment of the Receivables to the Purch... | Label: Representations |
cc2c3139-e9e8-4968-a123-6c718c97405a | Clause:
There is no default, breach, violation or event which would permit acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event which would permit a... | Label: No Defaults |
4b647ff5-d09a-4d28-b8dd-d422ba0c6b2b | Clause:
(a) The Audited Financial Statements and the Quarterly Financial Statements (if any) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently ap... | Label: Financial Statements |
c21b769f-e9b5-40ef-b390-d6229bf0d85e | Clause:
Either the Executive or the Company may terminate the Executive’s employment at any time, for any reason, upon written notice (the “ Termination Date ”). Any payment upon termination will be subject to the provisions of this Section 2.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Terminations |
78ac46fd-a5bd-4872-91e2-5ebc283feaac | Clause:
All of the disclosure furnished by or on behalf of the Company to the Purchasers in the Disclosure Materials regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby is true and correct in all material respects and does not contain any untrue statement of ... | Label: Disclosures |
eb7ca3fb-60a0-46b1-9d50-13dca3344b3a | Clause:
None of (a) Borrower, any Subsidiary or, to the knowledge of Borrower, any of their respective directors, officers, employees or affiliates or (b) to the knowledge of Borrower, any agent or representative of Borrower or any Subsidiary that will act in any capacity in connection with or benefit from any Credit E... | Label: Sanctions |
ef744b47-6f4e-46b2-86ba-19917ee5d29c | Clause:
This Agreement and the other Loan Documents represent the entire agreement of the Borrowers, the Administrative Agent, the Arranger and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Arranger, the Administrative Ag... | Label: Integration |
a15cfa68-9a6d-45ca-a40b-f000c692f96f | Clause:
Purchaser represents and warrants to the Company as follows.
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: Representations |
6a66eb89-e7c2-4e1a-baec-0d4329080f06 | Clause:
The Employee will focus her efforts on behalf of the Company on oversight and management of all aspects of Accounting, Treasury, and Tax in the United States and will have such duties and responsibilities as may be delegated or assigned to her from time to time by her supervisor. The Employee shall perform her ... | Label: Duties |
1c037532-0f97-4fcf-9db3-67e2d0873bde | Clause:
To the Company’s knowledge, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in th... | Label: Intellectual Property |
b1567d81-936a-4340-bc30-c5b2ddbd61be | Clause:
Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel at the Company’s corporate headquarters, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll records of the Employer, or to ... | Label: Notices |
6742db18-668f-4045-9620-72d82494473b | Clause:
Borrowers shall pay to Agent and each Lender all Lender Group Expenses (including, without limitation, the reasonable fees and expenses of any attorneys retained by Agent or any Lender) in connection with the preparation, negotiation, execution and delivery of this Third Amendment and Limited Waiver and any doc... | Label: Fees |
ff221dff-fcc9-4d4d-94ec-883e91923f44 | Clause:
Each Note Party hereby authorizes the Purchasers to make appropriate announcements of the financial arrangement entered into among the Note Parties, Agent and the Purchasers, including announcements which are commonly known as tombstones, in such publications and to such selected parties as any Purchaser shall ... | Label: Publicity |
f6ab242d-04e0-4627-8111-70855f282171 | Clause:
The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of taxes required by law o... | Label: Tax Withholdings |
b8589125-64df-4501-8cc5-8a49b010adab | Clause:
The Borrower has heretofore delivered to the Lenders through the Administrative Agent copies of the audited Consolidated Balance Sheet of the Borrower and its Subsidiaries as of December 31, 2016, and the related Consolidated Statements of Income, Comprehensive Income, Shareholders’ Equity and Cash Flows for th... | Label: Financial Statements |
2f649ca3-96a0-446a-b03a-386052949cef | Clause:
All corporate, partnership or limited liability company, as the case may be, action on the part of each Company and each of its Subsidiaries (including their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of eac... | Label: Authorizations |
650f63e6-64c4-4907-bbfa-59eac417a213 | Clause:
This Assignment, together with those provisions of the PSA which expressly survive the Closing (as defined in the PSA) and the delivery of this Assignment, collectively, represent the entire agreement between the parties hereto and supersede all prior understandings, oral and written, between Assignor and Assig... | Label: Entire Agreements |
1ee15630-0c8a-4ea1-a0cc-f36106fd8c32 | Clause:
Executive agrees that during the Term and following any termination of Executive’s employment with the Company, he will not disparage, orally or in writing, the Company or its Affiliates, the management of the Company or its Affiliates, any product or service provided by the Company or its Affiliates or the fut... | Label: Non-Disparagement |
d3a39ba7-eeac-4f2b-b413-b758b37e0e24 | Clause:
Borrowers shall assign (or cause to be assigned) the policies relating to the Projects and all proceeds payable thereunder or proofs of insurance to Administrative Agent (for the benefit of Lenders), in such manner and form that Administrative Agent shall require and Administrative Agent and its successors and ... | Label: Assignments |
8d1f5b43-5117-492c-a0bc-72ba9b5414ce | Clause:
All headings are inserted for convenience only and shall not affect any construction or interpretation of the Loan Documents. Unless otherwise indicated, all references in a Loan Document to clauses and other subdivisions refer to the corresponding paragraphs, clauses and other subdivisions of the Loan Documen... | Label: Miscellaneous |
a9beda4a-ff0e-486d-a6e0-c28b1e1a0322 | Clause:
Except as set forth in the SEC Documents or in Schedule 4.13 attached to the Disclosure Letter, none of the officers, directors, employees or “affiliates” (as defined in Rule 405 of the Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company... | Label: Transactions With Affiliates |
517c7fd0-a18f-45b3-9a29-b528948dab6a | Clause:
No Credit Party will, nor will any Credit Party permit any of its Subsidiaries to, enter into any transaction or series of transactions with any Affiliate (other than, in the case of the Borrower, any Subsidiary, and in the case of a Subsidiary, the Borrower or another Subsidiary) other than pursuant to the rea... | Label: Transactions With Affiliates |
83a39dc7-5d0c-4b5b-8349-36d9b53115a4 | Clause:
The Options granted hereunder shall be subject to the forfeiture and clawback provisions under Sections 14.1 and 14.2 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Forfeitures |
6bde8818-e58d-486b-9b56-cd7f21b16302 | Clause:
Subject to the terms and conditions set forth herein, the Company may request the issuance of Letters of Credit for its own account or for the account of any Subsidiary, and denominated in U.S. Dollars or a Foreign Currency, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at an... | Label: General |
2a7c2f1f-0f2f-43df-b3c8-b1fbbfe3e958 | Clause:
Other than the information disclosed in the Joint Stipulation, the Parties agree to keep all matters relating to this Settlement Agreement confidential and agree not to disclose this Settlement Agreement or its terms, except as may be required in connection with: (1) the preparation and filing of audits, tax re... | Label: Confidentiality |
f6c05e79-7b41-4a53-ba97-c009ebdd5f2d | Clause:
The Borrower will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. ... | Label: Insurances |
035b75b3-69b5-4f9b-8b4b-089e841d23a0 | 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 neither the Borrowers nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the... | Label: Successors |
c1d8e37c-405e-4801-b075-2739e2ad3b35 | Clause:
Except as may otherwise be expressly agreed by such Member in writing, in no event shall any Member or former Member be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Com... | Label: General |
0bf4ad4c-80ff-4a7e-aca8-5fc0627a76ab | Clause:
Each Loan Party and each of its Restricted Subsidiaries has filed all federal, state and local tax returns and other reports relating to taxes it is required by law to file, and has paid, or made provision for the payment of, all taxes, assessments, fees, levies and other governmental charges upon it, its incom... | Label: Taxes |
7326f25c-7695-47a7-8589-74feae819b1a | Clause:
Except for matters existing on the Closing Date and set forth on Schedule 7.20 of the Disclosure Letter, there are no actions, suits or proceedings pending nor, to its knowledge, threatened in writing against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or an... | Label: Litigations |
d8262b59-3b75-4cf5-ac9a-2e5090d673d4 | Clause:
Master Seller is duly formed, validly existing and in good standing under the laws and regulations of the state of Seller’s formation and is duly licensed, qualified, and in good standing in every state where such licensing or qualification is necessary for the transaction of Seller’s business, except to the ex... | Label: Organizations |
b2e93ce9-a2d5-411d-99b3-df2146b8ca4d | Clause:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO WAIVES THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR DISPUTE OF ANY KIND RELATING IN ANY WAY TO THIS AGREEMENT OR THE ACCOUNT COLLATERAL. Each party hereto acknowledges that the foregoing waivers are a material inducement to each other part... | Label: Waiver Of Jury Trials |
e12ee7c5-8a16-4766-9058-f8cf5dbda261 | Clause:
(a) Keep all property useful and necessary in the business of the Company, each Material Subsidiary and each Insurance Subsidiary in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance on all the property of the C... | Label: Insurances |
9b6757a2-51c6-4f16-b129-89a5e2df2381 | Clause:
The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by the Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any sha... | Label: Expenses |
728a76a5-eac4-41c2-b326-a28efe3c9164 | Clause:
Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative Agent or the Required Lenders m... | Label: Further Assurances |
fd1552a8-9182-4824-843a-cdeaa1b0d16b | Clause:
This Deed of Trust shall be governed by and construed in accordance with the laws of the State of Mississippi.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Governing Laws |
631ee50a-725a-495c-b421-4d0ff870a49d | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of su... | Label: Participations |
05c22792-6884-49c8-9058-acda5bd3e2f2 | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL COURT OR STATE COURT OF NEW YORK LOCATED IN THE CITY OF NEW YORK, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HERE... | Label: Consent To Jurisdiction |
83a49f14-dcba-4204-b395-6c545e6d6d15 | Clause:
The Company shall use the proceeds from the issuance of the Securities pursuant to this Agreement to repay and/or discharge amounts outstanding under the TPG Credit Agreements and expenses associated with the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Use Of Proceeds |
b4d075ad-08fd-4d46-942e-4c246bfd9fc4 | Clause:
Each capitalized term used but not otherwise defined herein shall have the meaning specified in the Credit Agreement or the Collateral Agreement, as applicable. The rules of construction specified in Sections 1.2 and 1.3 of the Credit Agreement also apply to this Agreement, mutatis mutandis .
Task: Classify th... | Label: Terms |
97da7b66-1262-463e-8cb3-0bda0f33ddfb | Clause:
This Agreement may not be amended, except by an instrument in writing signed on behalf of each of the parties hereto. By an instrument in writing, Purchaser, on the one hand, or Seller, on the other hand, may waive compliance by the other party with any term or provision of this Agreement that such other party ... | Label: Amendments |
31af3c95-95b5-4955-95cc-b4ac702c9dea | Clause:
As of the date hereof, the authorized common stock of the Company consists of 19,995,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 11,411,218,709 (Pre-Reverse stock split) shares are issued and outstanding; and 3,494,505 shares are reserved for issuance upon conversion of the ... | Label: Capitalization |
48d6a32e-a69b-4528-964d-03885b66b486 | Clause:
This Debenture and each of the other Debentures issued under the Purchase Agreement may be amended upon the written consent of Company and the Majority Holders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Amendments |
9b724700-6cc6-4087-a710-b0eea260b301 | Clause:
Immediately after the consummation of the transactions contemplated by the Agreement, the fair value and present fair saleable value of the assets of each of the Issuers and the Guarantors will exceed the sum of its stated liabilities and identified contingent liabilities. Each of the Issuers and the Guarantors... | Label: Solvency |
75ab1a56-4039-481f-8cc8-284772492f28 | Clause:
The consolidated financial statements of Performance Guarantor and its consolidated Subsidiaries dated as of June 30, 2016 heretofore filed with the Securities and Exchange Commission have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in all ma... | Label: Financial Statements |
f3b2a053-73ea-4d6c-8952-2bf3c0f9748c | Clause:
Each of Buyer and Seller will bear their own costs and expenses (including legal fees and expenses) incurred in connection with this Option and the Contemplated Transaction, and Seller shall also bear the costs and expenses of the Companies (including all of their legal fees and expenses) in connection with thi... | Label: Expenses |
2d6a8adb-9c1c-4fe2-8932-90cc23116136 | Clause:
Except as otherwise expressly set forth herein, this Agreement sets forth the entire understanding of the parties, and supersedes and preempts all prior oral or written understandings and agreements with respect to the subject matter hereof, including the Prior Agreement, as amended.
Task: Classify this clause... | Label: Entire Agreements |
c61d8ee8-8564-4968-85c8-d11b7eb8fb52 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other Person, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation binding on the Bo... | Label: No Conflicts |
f1b42a68-06f5-4d5c-a114-73beb7326357 | Clause:
Each Loan Party shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons with respect to each Lender, each Participant, and each of their respective officers, directors, employees, agents, and attorneys-in-fact (each, an “Indemnified Person”) harmless (to the fullest extent p... | Label: Indemnifications |
d0e2567f-9d37-4197-8b0a-ba6494767104 | Clause:
(a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, in each case, sitting in the Borough of Manhattan in New York City, and any appellate court from any ther... | Label: Jurisdictions |
19b6f96e-8d68-49d0-b9f6-f3365c3ec2af | Clause:
There is no Action pending or currently threatened (a) against the Company or (b) against any officer, director of the Company. The foregoing includes, without limitation, Actions pending or threatened involving the prior employment or consultancy of any of the Company’s consultants, employees, officers or dire... | Label: Litigations |
9efd4352-269a-4bf1-8638-497f12b14248 | Clause:
(a) The Borrower agrees to pay the Administrative Agent for distribution to each Non-Defaulting Lender a commitment commission (the “ Commitment Commission ”) for the period from the Closing Date to and including the Borrowing Date computed at a per annum rate equal to 35% of the Applicable Margin of the daily... | Label: Fees |
f19170cf-acef-4bd8-b989-fbc2ec0148dc | Clause:
To Seller’s knowledge, except as may be disclosed on Schedule 6.1.3 attached hereto, no action, suit or other proceeding (including, but not limited to, any condemnation action or real estate tax appeal) is pending or, to Seller’s knowledge, has been threatened in writing that concerns or involves the Property.... | Label: Litigations |
890fc96e-b9d1-4f7e-97e0-59e238bd9626 | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, then: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement con... | Label: Severability |
9680719f-fe20-4a55-b2a5-db2247fbcdf4 | Clause:
The Borrower shall not, and shall not permit any Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any Property, whether now owned or hereafter acquired, and thereafter rent or lease such Property which it intends to use for substantially the sa... | Label: Sales |
ffd55eab-cd8b-4fd3-8ed2-1c8e2a5283bf | Clause:
The covenants contained herein shall be binding upon and inure to the benefit of Mortgagor and Mortgagor's heirs, executors, administrators, and personal representatives and Mortgagee and its successors and assigns. Whenever used herein, unless the context otherwise requires, the singular number shall include ... | Label: Miscellaneous |
11b85a9f-d3ce-42d1-afd5-f0faf3fd5d59 | Clause:
The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a processing and recordation fee of $3,500 , (C) an Administrative Questionnaire unless the assignee is already a Lender and (D) the documents required under Section 2.20 if such assignee ... | Label: Assignments |
dd1bbbd6-f721-47da-bdb7-af8291d435a2 | Clause:
ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF NEW YO... | Label: Governing Laws |
9f4ac39d-a0ed-4e6e-91cf-8814c3e52175 | Clause:
There shall be deducted from each payment under the Plan the amount of any tax required by any governmental authority to be withheld and paid over to such governmental authority for the account of the person entitled to such payment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Taxes |
2f8daf22-4427-4371-b843-39da091427f0 | Clause:
AMMO has filed all Tax (as defined below) returns, statements, reports, declarations and other forms and documents (including, without limitation, estimated tax returns and reports and material information returns and reports) (" Tax Returns ") required pursuant to applicable law to be filed with any Tax Author... | Label: Payments |
5acf97ce-197e-412a-8811-5b46636fe491 | Clause:
Each Credit Party has all necessary corporate or other organizational power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to consummate the transactions herein contemplated; the execution, delivery and performance by each Credit Party of this Agreement and t... | Label: Enforceability |
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