id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
1621eb11-41a9-4718-b710-6a3f6bd0b533 | Clause:
The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuating rate per annum determined by Bank to be two and eighty-five hundredths of one percent (2.85%) above Daily One Month LIBOR in effect from time to time. Bank is hereby... | Label: Interests |
15cc2db9-8fd7-4222-b802-cb5fca76ad46 | Clause:
This Agreement, and all rights and obligations of the parties hereunder, shall terminate 180 days following the dissolution of the Fund, but no later than December 31, 2018.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Terminations |
07566d96-d710-47f1-a83a-abd2a35d5955 | Clause:
In the event of a Change in Control after the end of the Performance Cycle but prior to the vesting or settlement of the SEA RSUs, the level of attainment of the Performance Goals and the number of Earned SEA RSUs (if any) will be determined and certified by the Committee in the manner set forth on Exhibit A . ... | Label: Change In Control |
9f18d91a-5890-4430-8a82-9fc63e522e68 | Clause:
Schedule 4.18 of the Company Disclosure Schedules sets forth a true and complete list of all insurance policies in force with respect to the Company, (copies of which have been made available to the Buyer) and, for each such policy, a description of the category of coverage, policy amounts and limits, term of c... | Label: Insurances |
b793cecf-9c3e-4068-b5ac-727aeb6aec63 | Clause:
Except as set forth on Schedule 3.6 as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation pending against, or to such Borrower’s knowledge threatened against or affecting, any Credit Party or, to such Borrower’s knowledge, any party to any Operative Document other... | Label: Litigations |
584f136a-96d0-49b6-9d34-ec1bc5778028 | Clause:
All notices, requests and demands to or upon Collateral Agent or any Grantor hereunder shall be addressed to Borrower and effected in the manner provided for in Section 12.2 of the Note Purchase Agreement and each Grantor hereby appoints Borrower as its agent to receive notices hereunder.
Task: Classify this c... | Label: Notices |
24dc91ef-c8bb-4dcf-b02b-1e3df443f67c | Clause:
If Subscriber is an entity, Subscriber is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. If the Subscriber is a natural person, Subscriber has the legal capacity and power to enter into this Agreement.
Task: Classify this clause into ONE of these types (... | Label: Organizations |
3016e4f4-89fe-4bab-bb61-740366c2d704 | Clause:
Munzee has not agreed to pay any brokerage fees, finder’s fees or other fees or commissions with respect to the Transaction, and no person is entitled, or intends to claim that it is entitled, to receive any such fees or commissions in connection with such transaction.
Task: Classify this clause into ONE of th... | Label: Brokers |
441c177d-b60e-4ddb-a227-b390d08970fa | Clause:
From and after the Agreement Effective Date until the earlier of (a) the Solicitation Commencement Date (as defined in the RSA) or (b) December 31, 2017, without the prior written consent of the other Parties hereto, no Party shall disclose to any person (other than its officers, directors, managers, employees,... | Label: Confidentiality |
72f43a9e-a180-4b88-b571-850d707ff765 | Clause:
Payment of any fees due to Administrative Agent and Buyers hereunder.
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, Benefit... | Label: Fees |
0054cfe6-3d67-48bf-9180-55746431732a | Clause:
Neither party may assign its rights or obligations under this Agreement or designate another person (i) to perform all or part of its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each case without the prior written consent of the other party; p... | Label: Assignments |
c6fea8b7-5410-4951-90db-d4f74f19e1c9 | Clause:
The Company and Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking inju... | Label: Specific Performance |
0fcad14b-3e30-4e37-a79a-2b855e39de96 | Clause:
All tax returns, reports and statements, including information returns, required by any Governmental Authority to be filed by the Borrower have in each case been filed with the appropriate Governmental Authority and all Charges have been paid prior to the date on which any fine, penalty, interest or late charge... | Label: Taxes |
c8897d09-b28e-4f99-b7b7-8857cd60e7c5 | Clause:
This BAA is effective as of the date of execution of the Services Agreement and shall terminate on the earlier date of either the (i) termination of the Services Agreement, or (ii) termination of this BAA in accordance with paragraph (b) of this Section.
Task: Classify this clause into ONE of these types (exac... | Label: Terms |
9bd38962-e011-4dfe-9a39-397d237ddd98 | 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 March 16, 2017; pro... | Label: Terminations |
345230b7-e9ec-4c4b-950f-cb1b68b472c4 | Clause:
This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
Task: Classify this clause into ONE ... | Label: Governing Laws |
c196f2db-2756-4cef-8e7b-ca714036b4bf | Clause:
Except as set forth on Schedule 5.01(f)to the Disclosure Letter , there is no action or proceeding pending (or threatened in writing) affecting any Loan Party or any of its Subsidiaries before any court, governmental agency or arbitrator, which could reasonably be expected to have a Material Adverse Effect.
Ta... | Label: Litigations |
b9004282-b2ed-46b5-81e2-8f8acd973109 | Clause:
The Company shall use the net proceeds from the sale of the Notes hereunder for working capital purposes and shall not use such proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents, other than the repurchase of equity interests of employees in connection with a termination of service... | Label: Use Of Proceeds |
5b922451-6b55-4288-b035-e7139568608e | Clause:
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Interests |
a7faf057-0fd1-4793-910d-acf69b724f9f | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal courts lo... | Label: Governing Laws |
bc875cb2-6e2e-466b-9820-2bb85108ed09 | Clause:
Subject to the terms of the Credit Agreement, the Borrower hereby agrees to indemnify the Lender, the other Secured Parties and their respective successors, assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, fees, costs, and expenses of any kind and nature (inclu... | Label: Indemnity |
5f2deaed-a286-4cf8-b759-8e0f7f1c4939 | Clause:
In consideration of and as an express condition precedent to Executive’s receipt of severance benefits subject to and in accordance with subparagraphs 8(b) and (d) and paragraph 9 of this Agreement, Executive agrees that, prior to his first receipt and acceptance of any such benefits, he shall have executed (an... | Label: Releases |
c1f27a1e-058a-494e-8736-27e1b137743d | Clause:
During the Employment Period, the Executive’s base salary will be $550,000.00 per annum (the “ Base Salary ”). The Base Salary will be payable semi-monthly in (24) twenty-four equal instalments on the 15th and 30th of the month. If applicable, deductions may be made from this gross amount as is paid in accordan... | Label: Base Salary |
91d4bb47-d6ee-4296-9c87-977298d9aee0 | Clause:
Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7.3, 7.10 and 7.15, and the other provisions of this Section 7 (to the extent necessary to effectuate the survival of Sections 6, 7.3, 7.10 and 7.15), shall survive termination of this Agreement and any terminati... | Label: Survival |
74ac2661-1b5f-4d32-9c2f-4874b9376703 | Clause:
Any claim or action brought with respect to this Award shall be brought in a federal or state court located in Minneapolis, Minnesota.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Venues |
d53ea09b-570f-40fa-9468-139f499501e1 | Clause:
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of Common Shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one Common Share on the exercise date over the Strike Price, less an amount equal to any f... | Label: Payments |
0dfe56fb-bec8-4ec0-b496-9ce479e3b966 | Clause:
If, at any time, a reviewing court of appropriate jurisdiction called upon to issue an injunction in accordance with Section 10(l) finds any of the provisions of this Section 10 to be invalid or unenforceable under any applicable law, by reason of being vague or unreasonable as to area, duration, or scope of ac... | Label: Modifications |
25071fb5-e833-406e-b2df-6379ff83ab11 | Clause:
Corix is a corporation organized, validly existing, and in good standing under the laws of the State of Wyoming, and has all requisite power and authority to enter into this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Organizations |
61880e31-c432-4372-aee5-779164d1474a | Clause:
This Parental Guarantee Agreement, the Reinsurance Agreement, the Trust Agreement and any other documents delivered pursuant hereto or thereto, constitute the entire agreement among the Parties and their respective Affiliates with respect to the subject matter hereof and supersede all prior negotiations, discus... | Label: Entire Agreements |
db749681-54fc-4a07-b798-96727b0765f8 | Clause:
The Option and the rights and privileges conferred therewith shall not be sold, transferred, encumbered, hypothecated or otherwise conveyed by you otherwise than by will or by the laws of descent and distribution. This Option is not and will not be liable for or subject to, in whole or in part, any debts, contr... | Label: Assignments |
c91866ec-e584-4077-8f11-f02608b90e79 | Clause:
The section headings are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope or content of this Agreement or any provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Headings |
2b5a1e4e-e6c7-4eae-8c6f-858266381191 | Clause:
Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement reg... | Label: Notices |
16993738-d49a-4669-85af-9723813c5bff | Clause:
You acknowledge and agree that your agreement to fully cooperate with the Company with respect to the provisions of this Section 5 in its entirety is a material term of this Retirement Agreement. The failure by you to cooperate fully, within reason, with the Company is a material breach of this Retirement Agre... | Label: Cooperation |
223b1848-7e4f-4609-8591-ab6c0d1785d6 | Clause:
Title to and risk of loss of Producer’s Hydrocarbons purchased by Marketer from Producer hereunder will pass from Producer to Marketer at the inlet of Springfield’s measurement facilities at the Receipt Points under the Springfield Agreements or at such other receipt points as the Parties agree. As between the ... | Label: Titles |
4ca4ad1d-dd6e-410d-be9a-7a9265363931 | Clause:
The agreements in this Section 10.04 shall survive the resignation of any Agent, the Swing Line Lender, and the LC Issuer, the assignment of any Commitment or Loan by any Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the o... | Label: Survival |
4b15fdc5-cd01-4f2b-9f4c-3f3f8b0afad8 | Clause:
The headings in this Agreement are inserted for reference and convenience only, and not to be considered in the construction of the provisions hereof, and shall not in any way limit the scope or modify the substance or context of any section hereof.
Task: Classify this clause into ONE of these types (exactly o... | Label: Headings |
aaebe829-28d8-42de-b976-d104f09abebb | Clause:
Except as disclosed in writing to Buyer, there is no action, suit, proceeding, investigation, or arbitration pending or, to the best knowledge of such Seller, threatened against such Seller or any of its assets, which is reasonably likely to have a Material Adverse Effect. Such Seller is in compliance in all m... | Label: Litigations |
c660d587-b2fc-428c-bcbf-6a6e1d2a6860 | Clause:
Each Award Agreement shall specify the number of Shares of Performance-Based Restricted Stock to which it relates, the Performance Objectives and other conditions which must be satisfied in order for the Performance-Based Restricted Stock to vest, the Performance Cycle within which such Performance Objectives m... | Label: Terms |
e09dc368-85e9-43d3-a9a1-63f5125b19e2 | Clause:
AMMO does not directly or indirectly own any capital stock or other securities of, or any beneficial ownership interest in, or hold any equity or similar interest, or have any investment in any corporation, limited liability company, partnership, limited partnership, joint venture or other company, person or ot... | Label: Subsidiaries |
e98517fc-2b82-4914-ad52-3ce2c4884bad | Clause:
Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan, unless otherwise indicated.
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: Definitions |
c746b3c6-407d-4b48-add4-1054c1145cef | Clause:
The consolidated financial statements of the Company and its subsidiaries and the related notes thereto included in the SEC Documents (the “ Financial Statements ”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect ... | Label: Financial Statements |
fe30ffec-a79c-4911-9974-fc638b6a9ea1 | Clause:
This Agreement and any amendment or supplement hereto may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. This Agreement shall become binding when any number of counterparts, individually or taken... | Label: Counterparts |
3014f8ed-34ac-40fc-b477-c9556b1c9d4e | Clause:
After the Closing Date, Seller and Owners will not disparage Buyer or any of its Related Persons, shareholders, directors, officers, employees, agents or affiliates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Non-Disparagement |
de650ea4-72cf-4ed8-998a-d63ac1ae2f5f | Clause:
The laws of the State of New York (without reference to the principles of conflict of laws) shall govern the operation of, and the rights of the Optionee and the Options granted herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Governing Laws |
466f689f-382b-4a73-b690-fb2b7c31d2bf | Clause:
Each and every right, power and remedy herein given to the Assignee shall be cumulative and shall be in addition to every other right, power and remedy of the Assignee now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy, whether herein given or otherwise existin... | Label: No Waivers |
d8db8b30-e38f-46d0-b75a-9844deb24001 | Clause:
This Agreement and the exhibits and schedules hereto 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 York or any other jurisdiction) to the extent such rules ... | Label: Governing Laws |
6a3a5786-50df-48fd-bde1-5128ccb58a64 | Clause:
This Agreement and the documents, instruments and other agreements specifically referred to herein or delivered pursuant hereto, set forth the entire understanding of the parties with respect to the subject matter hereof. Any and all previous agreements and understandings between or among the parties regarding ... | Label: Entire Agreements |
ad577d58-96a0-4259-8b50-0bada4111c66 | Clause:
THE PROVISIONS OF THIS CONVEYANCE AND THE RELATIONSHIP OF THE PARTIES SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED 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, App... | Label: Applicable Laws |
b04ca5a0-64fa-4a83-9670-8fa58927794a | Clause:
All real property taxes and assessments, and all personal property taxes and assessments, in connection with the Assets that are due and payable prior to Closing have been paid or, by the time of Closing, will be paid by Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Taxes |
b88773d0-1634-4946-be66-b4c7714babfb | Clause:
If the Aggregate Revolving Commitments are increased or term loans shall be made under any Incremental Term Increase or Incremental Term Loan Facility, as applicable, in accordance with this Section, the Administrative Agent and the Parent Borrower shall determine the effective date (the “ Increase Effective Da... | Label: Effective Dates |
9174d1a6-b3ff-464d-8b06-ae1cc3ec53dc | Clause:
Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970... | Label: Compliance With Laws |
1ff2e1b6-c823-41d7-864b-8e24fb5db064 | Clause:
This Agreement and the other Loan Documents represent the entire agreement of each of the Loan Parties party hereto, the Agents, the Issuing Lender and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any of the Loan Parties party h... | Label: Integration |
d2d196f6-387a-4801-b4d5-eda197b68d43 | Clause:
Each Advance shall bear interest on the unpaid principal amount thereof at a rate per annum equal to LIBOR plus five percent (5%), payable in arrears (i) on each Interest Payment Date in respect of the previous Interest Period, (ii) on the Maturity Date and (iii) on payment or prepayment of an Advance in whole ... | Label: Interests |
6ca5593e-bc4b-41c9-8846-0f6b25a19ce4 | Clause:
The Company has the right to deduct from any compensation payable to Executive under this Agreement social security (FICA) taxes and all federal, state, municipal or other such taxes or charges as may now be in effect or that may hereafter be enacted or required.
Task: Classify this clause into ONE of these ty... | Label: Tax Withholdings |
bc30e9de-4bbe-4380-8514-bc7dc41f9e05 | Clause:
This Amendment shall not be altered, amended, changed or modified except in writing executed by the 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, A... | Label: Amendments |
0da1f2a1-dc2e-4dae-8a3f-49e4a40dfd92 | Clause:
The Company has been formed as a Delaware limited liability company by the filing of the Certificate of Formation of the Company (the “ Certificate of Formation ”) in the office of the Secretary of State of the State of Delaware under and pursuant to the Act. The Members hereby agree that during the term of the... | Label: Organizations |
811b74a6-5893-4767-a6c9-dca09b93a1ea | Clause:
This Agreement shall remain in effect until terminated by either Party. This Agreement cannot be terminated prior to the date that is forty-five (45) days prior to the expiration of the Company’s advance notice period for the nomination of directors at the Company’s 2018 annual meeting of shareholders pursuant ... | Label: Terminations |
d684bdc7-2453-4cea-a8c8-028ecb203cb2 | Clause:
The Borrower will use the proceeds of the Loans solely for (a) payment of closing costs in connection with this Agreement, (b) repayment of Indebtedness, (c) acquisitions of fee simple ownership of Real Estate or Real Estate subject to a Ground Lease and other Investments permitted under the Loan Documents, and... | Label: Use Of Proceeds |
c195371b-a639-4a4f-b49e-f28ac8ebfb4a | Clause:
Except as may be set forth in Exhibit “M” , to Seller’s actual knowledge after conferring with the general manager of the Property, there is no action, litigation, condemnation or other proceeding currently pending against Seller or Manager as to the Property which is not covered by insurance.
Task: Classify t... | Label: Litigations |
16574cb1-c96a-4ef4-8cbd-ae9e1b0b31eb | Clause:
Each Party shall designate an authorized representative for receipt of any notice or requests provided for or permitted under this Agreement (“ Authorized Representative ”). Any notice or request provided for or permitted under this Agreement shall be in writing and shall be delivered in person or by facsimile,... | Label: Notices |
c2b1170a-200b-4dd8-a4d9-eb3ac03d363c | Clause:
Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (a) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in ... | Label: Taxes |
5d55bfc7-28e3-41fe-80f8-6ed51a0f9183 | Clause:
In consideration of the payments and benefits provided to the Executive pursuant to this Agreement, and after consultation with counsel, the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, the “ Releasors... | Label: Releases |
5a7d26c6-efad-4419-8dd2-5d75dfa69c9a | Clause:
Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to effect the construction of, or to be taken into consideration in interpreting, this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Headings |
67bf2429-f607-4825-942f-723ae2670b5f | Clause:
Capitalized terms used but not defined in this Agreement are defined in (a) Appendix A to the Series 2017-3 Indenture Supplement, dated as of October 1, 2017 (the “ Indenture Supplement ”), between the Grantor, as Issuer, and The Bank of New York Mellon, as Indenture Trustee, or (b) Appendix A to (i) the Fifth ... | Label: Definitions |
91853a8c-10c8-42ab-9c85-3f1112156e65 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the US Tranche Lenders, the Issuing Bank hereby grants to each US Tranche Lender, and each such US Tranche Lender hereby acquires from the... | Label: Participations |
e220d082-c711-49f6-a736-1065f283da55 | Clause:
In the event of a “Change in Control” (as defined below) of the Company prior to the repayment or conversion of this Note (as provided herein), all outstanding principal and unpaid accrued Interest due on this Note shall, subject to Section 2.5, convert into that number of shares (the “ Shares ”) of common stoc... | Label: Change In Control |
c6add7bd-b336-454a-bb2b-2a6ee70115c8 | Clause:
Each Part y agrees t h at the unauthorized u se or di sc l osure of any Co n fident i al I nformation by the R ece i ving P arty in violation o f this Agreement will cause severe an d irreparable damage to the Disclosing Party and i t s Affiliates. I n the event of any v i o l ation of this Section, the Receivi... | Label: Remedies |
f31174af-b112-4233-9936-6bed0e0ca1ca | Clause:
All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery, facsimile or first class mail and shall be deemed to have been duly given upon hand delivery, or three days after mailing or 24 hours after transmission by facsimile. Any notice to be given under t... | Label: Notices |
d3c4d768-1cef-47db-932c-19ddbb8d1e1f | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuers and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all t... | Label: Survival |
b6a6f985-fd85-4548-9b33-d056a38d4bd2 | Clause:
Section and paragraph headings are for convenience only and shall not be construed as 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, Assignments, Assigns, Authori... | Label: Headings |
199c0cb4-bd5e-4001-ad01-1f23ab283c7c | Clause:
Use the proceeds of the Revolving Loans and the Swingline Loans and request the issuance of Letters of Credit solely for general corporate purposes (including to finance the Transactions and for capital expenditures, Permitted Acquisitions, the repayment or refinancing of Indebtedness and the making of Investme... | Label: Use Of Proceeds |
4a4814bc-7ea5-4f3c-95a2-86d42cfce734 | Clause:
Target Company has all requisite power to enter into this Agreement and, subject to approval of the proposed transaction by its shareholders, has the requisite power and authority to consummate the transactions contemplated hereby. Except as specified herein, no other corporate proceedings on the part of Target... | Label: Authority |
caab1302-7c37-4787-a672-e52e64ce9c12 | Clause:
All representations and warranties made in this Agreement shall survive the Closing of this Agreement for a period of the later of (i) twenty-four (24) months from the Closing Date and (ii) thirty (30) days after the completion of the 2018 fiscal year audit (which shall be extended with respect to any pending c... | Label: Warranties |
cac00ad5-249d-4cd3-b1fa-4ff0e889b23f | Clause:
The representations and warranties contained herein shall survive until the expiration of the first anniversary following the Closing. The agreements and covenants contained herein shall survive the Closing and the delivery of the New Note until the expiration of the applicable statute of limitations (if any) t... | Label: Survival |
e430f8ff-f4d5-4c1f-b585-53f510e44947 | Clause:
Except as specifically and expressly amended herein, the Employment Agreement shall remain in full force and effect in accordance with its terms. This Letter Agreement will 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 o... | Label: Miscellaneous |
5222cef7-69b5-4719-b6bd-b78594aa3c2a | Clause:
If any provision of the Plan is, becomes, or is deemed invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in ... | Label: Severability |
1b3bc62d-5235-4510-b715-c5f236c4df5e | Clause:
This Release Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Release Agreement shall become binding when one or more counterparts ... | Label: Counterparts |
38244e6c-1fb2-46de-a8a9-267a8a990d64 | Clause:
Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the properties of Holdings and its Subsidiaries, taken as a whole, will exceed thei... | Label: Solvency |
95fbd1dd-7ddf-4c7d-8aef-cf4bbda6cd94 | Clause:
Each Loan Party and each of its Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are necessary for the operation of their... | Label: Intellectual Property |
a042e64b-b1ff-423b-83d3-2e89889b6fc9 | Clause:
Borrower, for itself and its successors and assigns, does hereby fully, finally and unconditionally release and forever discharge, and agrees to hold harmless, Lender and each of its equity holders and affiliates, and their respective agents, advisors, managers, parents, subsidiaries, attorneys, representatives... | Label: Releases |
e1b9ee96-9e27-49af-9f44-f287e4964c5f | Clause:
The parties hereto shall not assign this Agreement or their interest in the PSAs, in whole or in part, without the prior written consent of the other party, except to an affiliate. Neither Griffin, Tenant nor Subtenant (nor their applicable affiliates) shall assign their respective interests under the PSA witho... | Label: Assignments |
01a4f7cd-61ba-49dc-9594-ae9919a6aa3f | Clause:
Set forth on Schedule 3.12 is a complete and accurate list of all Subsidiaries, joint ventures and partnerships of the Loan Parties as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with Section 5.02. Information on the attached Schedule includes the followi... | Label: Subsidiaries |
733300c7-6744-4991-9995-1bae6eb6e24f | Clause:
All lump-sum payments described in Sections 6 and 7 of this Agreement will be paid to you within fifteen (15) business days after the Effective Date of the Agreement or your Termination Date, whichever is later. The severance payments described in Section 6 of this Agreement will be paid to you on the first reg... | Label: Payments |
4c789ad9-f6b9-4555-bbe9-1da781564924 | Clause:
This Executive Retention Program (the “ Plan ”) of VWR Corporation (the “ Company ”) will become effective (the “ Effective Date ”) upon the date hereof, and will remain in effect until the payment of all benefits earned and payable hereunder (the “ Term ”). Capitalized terms not otherwise defined herein shall ... | Label: Effective Dates |
511bfbd6-c739-486c-a10d-16d91606249d | Clause:
Member and Company shall cooperate and do all acts as may be reasonably required or requested by the other with regard to the consummation of the transactions contemplated hereby including execution of any documents, applications or permits.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Cooperation |
0bbf5279-4869-4415-a458-c4d3a53dcfa5 | Clause:
Since December 31, 2015 and except as set forth in Schedule 3(p) , no current employee, partner, director officer or stockholder of the Parent, ICA-T or any of their respective Subsidiaries or, to the knowledge of the Parent or ICA-T, the Parent, any affiliate of any thereof, or any relative with a relationship... | Label: Transactions With Affiliates |
d8e4ce0f-7a7d-4c9f-8c37-afc9db2a94c8 | Clause:
This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof that would cause the application of the laws of any jurisdiction other than the State... | Label: Governing Laws |
7ffcc8ff-4e34-473f-9030-356b279ee943 | Clause:
THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISI... | Label: Governing Laws |
b5758abe-6927-460c-b624-3ba8b92d3070 | Clause:
Except as expressly provided herein, this Agreement and any documents executed in connection herewith shall not be assigned by Purchaser without the prior written consent of Seller, and any assignment without such prior written consent shall be null and void.
Task: Classify this clause into ONE of these types ... | Label: Assignments |
dbe5e0ae-20c0-4eb0-97f2-e3a54d307c2d | Clause:
Purchasers may terminate this Agreement (i) at any time prior to the Closing Date by written notice signed by all Purchasers to Company if Purchasers shall decline to purchase the Subordinated Notes for any reason permitted by this Agreement or (ii) on the Closing Date if any condition described in Section 3.2 ... | Label: Terminations |
6c893882-a3ba-461e-a276-b44244cc04c6 | Clause:
On each Interest Payment Date (as defined in Exhibit B attached hereto), the Borrowers shall make a payment in the amount of the accrued interest on the outstanding principal balance of the Line of Credit. The entire unpaid principal amount of the Line of Credit, together with accrued and unpaid interest thereo... | Label: Payments |
cf9a8a45-9284-4da2-8de6-b7604b2a68dd | Clause:
Each Funding Agent shall not be deemed to have knowledge or notice of the occurrence of any breach of this Agreement or the occurrence of any event which is, or upon the giving of notice, the lapse of time or both would be, a Funding Termination Event unless such Funding Agent has received written notice from t... | Label: Notices |
191efde5-4f12-4c64-a200-548b356569c4 | Clause:
The Company will not be obligated to issue or deliver shares of Common Stock pursuant to this option unless the issuance and delivery of such shares complies with applicable law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the requi... | Label: Compliance With Laws |
4ba90ca4-b44e-4a4b-bf3b-3ece10438b05 | Clause:
The Company represents and warrants to Engine that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of t... | Label: Representations |
6731f60d-9827-4170-96f5-db28bf3224a7 | Clause:
This Amendment shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Colorado.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Governing Laws |
bb0b7a0b-e5b7-42ad-82a7-9754e0959c27 | Clause:
The Company will pay all reasonable Registration Expenses as determined in good faith. In addition, except as otherwise provided in Section 2.06 hereof, the Company shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.
Task: Classify this... | Label: Expenses |
b5893dee-8435-4a64-a7a5-e2da58a74069 | Clause:
An Employee’s right, title, and interest in Performance Share Units awarded under the PSP or derived from such Performance Share Units, or the ownership thereof, shall be forfeited if the Employee terminates employment prior to termination of the escrow period; provided, however, any transfer between the Compan... | Label: Forfeitures |
d201404d-1ee8-4530-b567-0475af24ed61 | Clause:
If any term, provision, covenant, or restriction of this Settlement Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Settlement Agreement shall remain in full ... | Label: Severability |
73f70eda-bd25-48f4-a076-cb9726cd9841 | Clause:
The Borrower will, and will cause each other Credit Party 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. The ... | Label: Insurances |
80e5c80f-9007-4dd0-8bf9-3787eae4f84f | Clause:
Neither this Agreement nor any provisions hereof shall be waived, modified, changed, discharged or terminated other than in a writing signed by the Company and the Majority Holders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Amendments |
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