id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b495a1fb-48c0-413d-8b3c-32d1f64b0a0d | Clause:
(a) The proceeds of the Loans made on the Initial Funding Date will be used solely for the payment of (i) first , Transaction Costs and (ii) second , to the extent of the remaining proceeds thereof, working capital and other general corporate purposes of Holdings, the Borrower and the Restricted Subsidiaries.... | Label: Use Of Proceeds |
e6ade51b-3e3b-4f43-8f33-d68c6111d29b | Clause:
Executive agrees that he or she will make no unfavorable or disparaging comments, orally or in writing, regarding Company, its Affiliated Companies or their operations, policies, or procedures, and that to do so will constitute a material breach of this Agreement.
Task: Classify this clause into ONE of these t... | Label: Non-Disparagement |
722f466e-bc66-4ab6-9375-3da649f4ebab | Clause:
Participant’s right to vest in the Option under the Plan will terminate effective as of the earlier of (a) the Termination Date, (b) the date upon which Participant receives a Notice of Termination, or (c) the last day on which Participant provides active services to the Employer. The period during which Partic... | Label: Terminations |
25ea60bd-c0ab-4c92-a515-06dbb7680e03 | Clause:
(a) . (a) The Borrowers will use the proceeds of the Revolving Loans (including Incremental Revolving Loans) and Swingline Loans after the Closing Date to finance general corporate and working capital purposes (including for Capital Expenditures, Permitted Acquisitions, other Investments, Dividends an... | Label: Use Of Proceeds |
d2ee9c5a-9ec3-4d69-b63b-0aeac46e56e9 | Clause:
Except as otherwise provided in the Agreement, any Performance Based Restricted Stock Units payable under this Exhibit C-1 shall be settled by delivery of whole Shares (with cash for any fractional share) to Executive at the time(s) determined by the Committee in its reasonable discretion, provided that such Sh... | Label: Payments |
c9db2ee8-d1dd-44d6-861e-375df88c9d88 | Clause:
This Agreement shall be deemed executed and delivered by the parties upon the execution of the individual Award Certificate issued to the Employee in connection herewith, which Award Certificate shall be executed by an authorized officer of the Company and may be executed in any number of counterparts, each of ... | Label: Counterparts |
9440689e-1814-4a1d-9081-df2d317414e3 | Clause:
The Borrower and its Subsidiaries, taken as a whole, are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith on the Effective Date will be, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Solvency |
65132f5d-3bcf-4463-8ad6-66a1a2cc6086 | Clause:
The proceeds of the Initial Term Loans shall be used to finance the Refinancing and to pay fees and expenses in connection with the Transaction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Use Of Proceeds |
ca03d53a-6141-47a0-9820-adc291496f90 | Clause:
Except as provided in Sectio n 5, should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable or invalid for any reason, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected the reby and the invalid or un... | Label: Severability |
3f991bfe-a44f-42a3-9d16-7e542f7f9c48 | Clause:
All capitalized terms used in this Amendment (including in the Recitals to this Amendment) which are not expressly defined in this Amendment shall have the meanings given to them in the Credit Agreement or the Limited Waiver and Seventh Amendment to Credit Agreement, as applicable.
Task: Classify this clause i... | Label: Definitions |
bad2822d-3a69-488b-8717-908dc8790441 | Clause:
This Agreement and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with the Laws of the State of New York without giving effect to conflicts of the laws provisions thereof. The provisions of the United Nations Convention on Contracts for t... | Label: Governing Laws |
408a668a-1bfa-45ec-8f35-2c9dda6da405 | Clause:
The Company shall bear all Registration Expenses in connection with any Incidental Registration pursuant to this Section 4.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Expenses |
a33cd17a-8ecc-402f-a155-cec53bfac26e | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provis... | Label: No Conflicts |
f253fe71-062b-44d0-bfbe-d5006ef56b49 | Clause:
This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware, without reference to the principles of conflicts of law thereof. Each party hereby irrevocably consents and submits to the personal jurisdiction of and venue in the United States District Court - Di... | Label: Governing Laws |
c03bfe20-1d5e-421d-92d7-fef08933725f | Clause:
The Board may grant other Awards of Ordinary Shares, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Ordinary Shares or other property (“ Other Share-Based Awards ”). Such Other Share-Based Awards shall also be available as a form of payment in the settlement of... | Label: General |
61d3ddb8-01d5-47c5-bdbe-83570ae65a6d | Clause:
Except as otherwise expressly set forth in this Agreement, each Party hereto shall bear all fees and expenses incurred by such Party in connection with, relating to or arising out of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereb... | Label: Expenses |
d2ad6531-a6da-4073-a6b1-99794ebf6123 | Clause:
No party shall publish, issue or make any press release or make any other public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other party, which shall not be withheld or delayed unreasonably; provided, however, that (i) nothin... | Label: Publicity |
5cf21532-93b5-46b4-8d4f-fa798758a0a6 | Clause:
If the Restructuring Transactions are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights. This Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its ter... | Label: Waivers |
d211e5ad-94b5-4078-8342-7f68da4830d2 | Clause:
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder's rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply wit... | Label: Expenses |
6c959829-8abc-4ddb-9561-c1263c3786b6 | Clause:
The Table of Contents and the various headings in this 2017-A Servicing Supplement are included for convenience only and will not affect the meaning or interpretation of any provision of this 2017-A Servicing Supplement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Headings |
ae7112b0-f426-4752-8659-c62e60cbb941 | Clause:
The term of this Agreement shall commence on the Effective Date and shall continue until the third (3rd) anniversary of the Effective Date; provided, however, that commencing on the second (2nd) anniversary of the Effective Date (and each anniversary of the Effective Date thereafter), the term of this Agreement... | Label: Terms |
facc5379-25e6-4d28-b4f8-5f92eaf6467c | Clause:
Capitalized terms used and not defined in this Agreement shall have the respective meanings given them in the Debenture.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Definitions |
20ee268e-516e-4997-9fff-d5a0495f656a | Clause:
The Company will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws), except where the failure to do so, individually or in the aggregate, could not reaso... | Label: Compliance With Laws |
973541eb-6ec3-4d13-b19d-4a3a555d40cd | Clause:
No part of the proceeds of any Loan, will be used, directly or, to the Borrower’s knowledge, indirectly, (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any governmental official or employee, political party, official of a... | Label: Use Of Proceeds |
66562ada-a13b-436a-b6cf-8b675e940a7c | Clause:
The Executive shall be paid a base salary of $1,000,000 per year (“ Base Salary ”), payable in 26 equal bi-weekly installments during the term of this Agreement in accordance with the Corporation’s normal payroll practices, prorated for any partial employment month. The Base Salary may not be decreased during ... | Label: Base Salary |
0fbf76eb-5db9-4031-bdd7-caa20762c294 | Clause:
Except as set forth in Section 3(c)(iii) or unless otherwise provided in a Participant Agreement in effect on the date hereof, upon a Termination for any reason the Participant shall forfeit to the Company, without compensation, other than repayment of any par value paid by the Participant for such Shares (if a... | Label: Terminations |
830d0f39-fab3-4c32-a51d-c88ece9d5d16 | Clause:
(a) Any and all payments by or on account of any obligation of any Borrower Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) ... | Label: Taxes |
f76a75cc-3d53-454f-944e-0776bb1c976b | Clause:
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities and terminate 30 days thereafter unless the representations and/or warranty relates to organization, authorization or the issuance of securities in which case such representations and warranties woul... | Label: Survival |
434eb803-2f0f-403a-be49-d06ad54c3cb1 | Clause:
The Executive and the Company agree that neither he nor they, nor any of their agents or representatives will disclose, disseminate and/or publicize, or cause or permit to be disclosed, disseminated or publicized, the existence of this Agreement, any of the terms of this Agreement, or any claims or allegations ... | Label: Confidentiality |
d7b54696-c0bb-460d-a1bd-a46958477419 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Binding Effects |
35486e30-2965-4119-90a5-7dabdadd2527 | Clause:
If any provision of this Agreement is ultimately determined to be invalid or unenforceable, such provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and in the event no such limiting construction is possible, such invali... | Label: Severability |
dd7456b6-74b0-41f5-83bf-b4e2178ca25b | Clause:
This Agreement (including the Plan) contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Entire Agreements |
421f61a3-a1e0-4055-a59f-4d39865a8603 | Clause:
Executive represents and warrants that Executive has the capacity to act on Executive’s own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Release Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Authority |
18931cdd-d161-4edb-a3db-349863e974c3 | Clause:
The provisions of Sections 8 through 3 1 shall survive termination of the Term and of Executive’s employment .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Survival |
6ee0c93b-153a-4181-ab09-6e6147ae7b57 | Clause:
The Company and/or the Bank shall reimburse Mr. Balka or otherwise provide for or pay for all reasonable expenses, if any, incurred by Mr. Balka at the specific request of the Company or the Bank, subject to such reasonable documentation as may be requested by the Company or the Bank. If such expenses are paid ... | Label: Expenses |
f45cf489-77c0-4aa9-bb11-28c394b88185 | Clause:
All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Survival |
fdcda63f-49f0-43ad-93c1-6d87b5816ad1 | Clause:
The Lenders and the Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented by three (3) Business Days prior to the Closing Date (including the reasonable documented fees and expenses of legal counsel), on or before the Closing Date.
Task: Classify this c... | Label: Fees |
7ad838dc-3330-4672-b25a-e00e096221f2 | Clause:
Seller is the record and beneficial owner of all of the Membership Interests. The Company is wholly-owned by Acton Holdings. Other than the Membership Interests, there are no other equity securities of Acton Holdings issued, reserved for issuance or outstanding. Other than the equity interests held by Acton Ho... | Label: Capitalization |
2a10e02f-302e-464c-90c1-23b0ff499f5d | Clause:
The Borrower shall pay to the Administrative Agent all reasonable fees and expenses of its legal counsel incurred in connection with the execution of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Expenses |
ba446127-6e69-4748-92e5-32136e9ee355 | Clause:
This Amendment shall be governed and construed in conformity with the laws of the Commonwealth of Virginia.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority... | Label: Governing Laws |
fc59132f-12a4-4108-a2b9-d5501b2b6fbb | Clause:
In the event the Employment Term ends on account of the Executive’s death, the Executive’s estate (or to the extent a beneficiary has been designated in accordance with a program, the beneficiary under such program) shall be entitled to any Accrued Amounts, including but not limited to proceeds from any Company... | Label: Death |
cd9278ce-f19d-4d3a-9f02-1c7a12d02fc3 | Clause:
This Mortgage may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all of which are identical except that, to facilitate recordation in any particular county or parish, counterpart portions of Exhibit A which describe properties situated in parishe... | Label: Counterparts |
e27bed31-3b32-4374-9d7f-28af0d0c45fd | Clause:
Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Amended and Restated Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Defined Terms |
9eb6709e-4fb6-41ac-86a2-fa08c5e153f1 | Clause:
If Stockholder is not an individual, Stockholder has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If Stockholder is an individual, Stockholder has full legal capacity, right and ... | Label: Authorizations |
1fc68411-25f2-404b-9f3b-6616ac62a48d | Clause:
Except as set forth on Schedule 4.18 , none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees,... | Label: Transactions With Affiliates |
4be1ddc3-590f-43a5-a1b6-e63facd2f020 | Clause:
The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or... | Label: Remedies |
860a907e-f77d-4b50-ab7d-c590b9ccd996 | Clause:
Seller shall deliver to Buyer at the Closing all original documents, books and records exclusively pertaining to the business of the Stations (the parties hereby agreeing, by way of example and not limitation, that minute books and stock records, and other, similar governance documents, do not constitute docume... | Label: Records |
9c7808bc-2e21-4d12-9995-c7863fc0db07 | Clause:
Ford Credit made representations and warranties about the Receivables in Section 3.3 of the Receivables Purchase Agreement, and has consented to the sale by the Depositor to the Issuer of the Depositor’s rights to these representations and warranties. Under Section 2.1, the Depositor has sold and assigned to t... | Label: Representations |
9005624d-8847-4c90-9c23-5a8072706df9 | Clause:
The Confidential Information Agreement, the Company’s and Executive’s rights and responsibilities under Sections 6 through 23 will survive the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Survival |
4c1d0d2d-cda5-4390-8c55-f29c8278ed08 | Clause:
None of the reports, certificates or other written information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or furnished hereunder on or prior to the Effective Date (as modified or supplemented by all other information s... | Label: Disclosures |
f423ab1e-9f1e-47eb-bc50-0d0c41a468d2 | Clause:
All headings are inserted for convenience only and shall not affect any construction or interpretation 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, Assi... | Label: Headings |
2f665d95-f827-4600-8a48-cf0a7b5a1a2f | Clause:
All corporate action on the part of CLSH, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Exchange and the performance of all obligations of CLSH hereunder and thereunder, and the authorization of all the transactions contemplated by thi... | Label: Authorizations |
95065715-8833-46e1-95d2-373c56ceb6ba | Clause:
Employee agrees that Employee will not make any statements regarding the Company, either now or at any time in the future, concerning Employee’s employment with the Company or termination from employment which could reasonably be viewed as disparaging or in any way reflecting negatively on the reputation of the... | Label: Non-Disparagement |
590260a2-6f1b-4a89-991d-be285c63300c | Clause:
This Agreement and the other Loan Documents executed and delivered contemporaneously herewith, together with the exhibits attached hereto and thereto, constitute the entire understanding of the parties with respect to the subject matter hereof, and any other prior or contemporaneous agreements, whether written ... | Label: Entire Agreements |
aec212e5-7375-45d9-bb33-186b14ff4e2a | Clause:
The term of the Agreement shall be extended, with the Expiration Date listed in Exhibit B being amended to be November 30, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Terms |
30710979-2b40-43aa-bb7b-05aef4b09b84 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without reference to any conflict of law principles. The parties irrevocably agree that any dispute regarding this Agreement shall be settled by binding arbitration in accordance with the Mutual Agreement to Resol... | Label: Governing Laws |
fa60f135-27a0-44a8-a83d-f8ecba118694 | Clause:
Lender may assign all or any part of its interest in this Agreement and the Advances to any Person, or grant a participation of any interest in this Agreement, without notice to, or the consent of, Borrower. This Agreement can be amended only by an instrument signed by Lender and Borrower. All prior agreements,... | Label: Miscellaneous |
9742cc6c-fd0a-4e03-a669-1a59bb0f69d9 | Clause:
The fact that any term or provision of this Third Amendment is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such of... | Label: Severability |
16bdfdfa-e7b2-4e90-a296-a4eaecb4730e | Clause:
The Borrower will, and will cause each Principal Subsidiary to, comply with all laws, rules and regulations its business is subject, except to the extent that any non-compliance would not have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Compliance With Laws |
83b6bdeb-3f19-41fa-8cbd-129da40b1052 | Clause:
Seller is duly organized, validly existing and in good standing under the laws of Indiana, authorized to transact business in the State of Indiana, and has full power and authority to own and operate its properties and to carry on its business in the State of Indiana.
Task: Classify this clause into ONE of the... | Label: Organizations |
223fd2f2-ba04-4bd7-adb6-651f97bfad2d | Clause:
Neither of the party's rights to enforce provisions of this Agreement shall be affected by any prior course of dealing, waiver, delay, omission, or forbearance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: No Waivers |
a1884d67-7f72-43d7-bcb3-7f8b01f42458 | Clause:
This Plan is binding on and will inure to the benefit of any successor to the Company, whether by way of merger, consolidation, purchase, or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Successors |
a36e788e-f3e3-4346-bc15-4ce0834e00ba | Clause:
Schedule 3.18 sets forth a true, complete and correct description of all material insurance maintained by or on behalf of Holdings or any Restricted Subsidiary as of the Closing Date. As of such date, such insurance is in full force and effect.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Insurances |
035041b7-4936-4f92-8dc6-f6f0a6c5d7f2 | Clause:
As a condition precedent to receiving any of the payments contemplated by this Agreement for consulting services, Executive shall execute and deliver to the Company the General Release attached hereto as Exhibit A (the “ Release ”) on January 1, 2018. If Executive fails to deliver such Release on such date, Exe... | Label: Releases |
86899d10-89c0-4da5-8221-08ec651e812b | Clause:
In the event any provision hereof is determined to be invalid or unenforceable, the remaining pro visions shall and do remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Severability |
17db7e09-4462-4bd5-b40e-e5fb7172d906 | Clause:
Any obligation of the Company to provide you the benefit described in this Agreement is conditioned on you signing and returning to the Company, a timely and effective general release of claims in the form that has customarily been used by the Company with similarly situated executives.
Task: Classify this cla... | Label: Releases |
0bcd075b-f74b-4e0c-b632-05333f8cac37 | Clause:
The Company, to the extent that it does so generally for its officers and directors and to the extent permitted by its corporate by-laws, shall provide Executive with directors and officers liability insurance and shall indemnify, defend, and hold Executive harmless from and against any and all demands, actions... | Label: Indemnifications |
c38cd3b0-9ed0-42b6-8341-944fff78af86 | Clause:
THIS WARRANT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEVADA (INCLUDING ANY RIGHTS TO SPECIFIC RELIEF PROVIDED FOR UNDER NEVADA STATUTES), WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. THE PARTIES HEREBY WARRANT AND REPRESENT THAT THE SELEC... | Label: Governing Laws |
3dcffd8b-b148-40ae-9181-8e7581f96f6a | Clause:
No Related Party is presently a party to any transaction, directly or indirectly, with the Company or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any Contract, agreement or other arrangement providing for the furnishing of services to or by, p... | Label: Transactions With Affiliates |
fc742143-000b-428a-98fa-79e4db81d19a | Clause:
The Notice, the Restrictive Covenants Agreement and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof.
Task: Class... | Label: Entire Agreements |
d58600c8-11fc-40d4-927c-1f49a685d202 | Clause:
Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Headings |
9867f9e6-822c-4fbe-8594-033559c77ed8 | Clause:
All of the direct and indirect subsidiaries of the Company (the “ Subsidiaries ”) are set forth in the Incorporated Documents. Except as disclosed in the Registration Statement, the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any ... | Label: Subsidiaries |
4ac2795c-4648-4223-b3d9-d2a9d11b7974 | Clause:
Section 4.5 of the Disclosure Schedule contains true and complete copies of (i) the unaudited balance sheet of the Company as of December 31, 2016 and the related unaudited statements of income, stockholders’ equity and cash flows for the two years ended December 31, 2016 and December 31, 2015 (the “ Annual Fin... | Label: Financial Statements |
edb77a6d-108e-4dc4-98f0-3f21f678cbd8 | Clause:
The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the... | Label: Confidentiality |
2b95be17-e229-49cc-a084-275f45e17b5d | Clause:
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party he... | Label: Miscellaneous |
c441ea0e-22b3-4db1-8007-7485a7a74273 | Clause:
Such Originator is in compliance with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Transferred Receivable sold or contributed by such Originator hereunder... | Label: Compliance With Laws |
c34064ef-4d5e-4ea4-a6d4-6c5805c87a10 | Clause:
Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws) and all of its Contractual Obligations, except where the fai... | Label: Compliance With Laws |
c7ef0ddd-be81-4b7c-a195-edb631719f23 | Clause:
Any notice provided for in this Agreement must be in writing and must be either personally delivered, delivered by overnight courier, or mailed by first class mail, to Grantee at the address set forth on the records of the Company, to the Company at its offices at 120 South LaSalle Street, Chicago, Illinois 606... | Label: Notices |
7110ed1a-edfb-4a28-9d33-037fe52f5904 | Clause:
All covenants, agreements, representations and warranties made by the Company herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Letter Agreement or any other Loan Document shall be considered to have been relied upon by Stillwater and shall survive ... | Label: Survival |
aa9f08c6-7a03-4242-9c70-9ae87ce3fe74 | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, all portions of any paragraphs of this Agreement containing ... | Label: Severability |
cfd521f5-87b7-4bb3-8d61-d3f3340b9b46 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by this Agreement and the transactions contemplated pursuant to the Memorandum, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Investors or their agents or counsel wi... | Label: Disclosures |
19936638-23a1-4e5b-b4bd-3cc1d58a920e | Clause:
Jagged Peak Energy Inc. (the “ Company ”) has adopted this Executive Severance Plan (this “ Plan ”) to provide for the payment of severance or change in control benefits to Eligible Individuals (as defined below). The Plan was approved by the Board of Directors of the Company (the “ Board ”) to be effective as ... | Label: Effective Dates |
632f6477-4041-4af4-bc3d-17c161b5382b | Clause:
For Services rendered under this Agreement, payment shall be made by the Company to the Service Provider in U.S. Dollars on a monthly basis within thirty (30) days of invoice or other notice. Any tax (other than income-tax), levies or duties, levied by any statutory authority in India in relation to the scope o... | Label: Payments |
17990520-2b30-4930-830f-885eabef65cd | Clause:
All of the direct and indirect subsidiaries of the Company and the Company’s ownership interests therein are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outst... | Label: Subsidiaries |
fd169d68-eeec-4e26-9c25-a2f31f26964e | Clause:
No broker or investment banker acting on behalf of Seller or under the authority of Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from Seller or Buyer in connection with any of the transactions contemplated herein.
Task: Classify thi... | Label: Brokers |
e7f4abd0-1005-4390-b2d5-0314d7d41c91 | Clause:
This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. The Amendment Documents may be validly executed by facsimile or other electronic transmission.
Task: ... | Label: Counterparts |
db9d34aa-5946-4fab-a087-6f2b65c48b63 | Clause:
The validity, construction and interpretation of this Agreement and the rights and duties of you and the Company hereunder shall be governed by the laws of the State of New York without reference to the State of New York choice of law rules. THE PARTIES HERETO AGREE THAT JURISDICTION AND VENUE IN ANY ACTION BRO... | Label: Governing Laws |
a5b4c584-7373-490f-9af2-e7c43149697e | Clause:
The Executive shall receive a Base Salary at the annual rate of $320,000 during the Term of Employment, with such Base Salary payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. The Base Salary shall be reviewed, at least annually.
... | Label: Base Salary |
1b1e067c-4e12-437b-84cf-3559f89dda81 | Clause:
Subscriber has all requisite power and authority (and in the case of an individual, capacity) to purchase and hold the Securities, to execute, deliver and perform Subscriber’s obligations under this Subscription Agreement and when executed and delivered by Subscriber, this Subscription Agreement will constitute... | Label: Enforcements |
9ed7a62c-c75d-4769-b9ab-9d50e784de2d | Clause:
All demands, notices and communications hereunder shall be in writing and shall be delivered, sent electronically by telecopier or email (if an email address is provided), or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, and addressed ... | Label: Notices |
e415f9d5-cbe9-442f-82db-2ed108ae7e8d | Clause:
Sections 4.7, 5.1, 5.2, 5.3, 7.5, 8.3, 8.4, Article 10, Article 11, Article 12, Sections 14.2, 14.4, 14.7, and 14.10 shall survive termination of this Agreement for any reason pursuant to Section 8.2 and Expiration pursuant to Section 8.2.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Survival |
578bd1a6-dacb-42f6-8bc0-63e1211c63b8 | Clause:
The indemnity and contribution agreements contained in Section 11 of this Agreement and all representations and warranties of the Company herein or in certificates delivered by the Company pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of th... | Label: Representations |
b0f72b7f-e9ca-4716-aaea-f0567d8ed8ec | Clause:
Borrower maintains with financially sound and reputable insurance companies insurance on all its Property of the type and in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same... | Label: Insurances |
ca0e6c26-3355-4279-a3c2-006def4c1289 | 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 applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each applicable Revolving Lender, and each such Revolving Lender here... | Label: Participations |
01fad722-1fe9-4200-992f-d5eec0246127 | Clause:
On the Closing Date, there shall not be any actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority by any entity (private or governmental) pending or, to the best of the Borrower’s knowledge, threatened with respect to the Loan,... | Label: Litigations |
fc50dc22-55fe-47d9-bf02-0b967f811db3 | Clause:
The Company agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment to First Amendment and Limited Waiver, including without limitation the reasonable and documented fees and expenses of... | Label: Expenses |
ee01efae-65c9-460d-b9a1-7dfd03f56a22 | Clause:
Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 5 deliver to the indemnifying party a w... | Label: Notices |
017057cc-27f0-450f-b8f7-84bcd9a2e9d6 | Clause:
The execution, delivery and performance by Westmoreland of this Agreement have been duly authorized by all necessary partnership, limited liability company or corporate action as applicable, and do not and will not: (i) require any consent or approval of the Westmoreland’s board of directors, partners or shareh... | Label: Authority |
2fc3a2ab-a5f1-40b2-a7d6-a2068762a5b0 | Clause:
Nerviano hereby represents and warrants to Trovagene that Nerviano (a) is the sole owner or exclusive licensee of the Licensed IP Rights, and that Nerviano has not granted to any Third Party any license or other interest in the Licensed IP Rights, (b) is not aware of any Third Party patent, patent application o... | Label: Warranties |
bb785531-c050-49b8-83a7-cbf7e7c1321e | Clause:
Each Grantor will at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Collateral Agent may reasonably request in order to: (i) perfect and protect the security interest purported to be created hereby; (ii) ena... | Label: Further Assurances |
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