id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
a2d4d5f4-d480-4645-88d8-790aabf17080 | Clause:
This Agreement sets forth the entire understanding of the parties hereto and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Entire Agreements |
43374131-cba6-4708-848a-98e7bfd24129 | Clause:
The target Award shall be adjusted by the Committee after the end of the Performance Period, based on the level of achievement of the Performance Goal established with respect to the Performance Period as set forth in the attached Exhibit A. The date that the Committee determines the level of Performance Goal a... | Label: Adjustments |
6d43b62d-621c-4c30-a452-b07572f6a98f | Clause:
Creditor represents and warrants to Lender that, except as specified in this Agreement, there are no other Obligations to Creditor. Creditor agrees in favor of Lender that no additional Obligations to Creditor shall be incurred by any Obligor in favor of Creditor (without Lender’s prior written consent) and, i... | Label: Warranties |
03aaa5fd-0116-4d35-8ff4-10d80221fc84 | Clause:
Borrower has no Subsidiaries other than those listed on Schedule 6.13 (and, if subsequent to the Closing Date, such additional Subsidiaries as have been formed or acquired in compliance with Section 7.13 ), and Schedule 6.13 sets forth the jurisdiction of incorporation or organization of each such Subsidiary an... | Label: Subsidiaries |
64e229f7-2706-413f-bc16-616526f018f4 | Clause:
This Fifth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Fifth Amendment ... | Label: Counterparts |
dd2da5e2-bc7f-43bb-b117-411c23bc8c02 | Clause:
Employee shall be entitled to participate in benefits under the Company’s benefit plans and arrangements, including, without limitation, any employee benefit plan or arrangement made available in the future by the Company to its senior executives, subject to and on a basis consistent with the terms, conditions ... | Label: Benefits |
848b96ac-3ff6-4e48-903f-3efcb65db060 | Clause:
No delay or failure of the Bank to exercise any right, power, or privilege hereunder shall affect such right, power or privilege, nor shall any single or partial exercise thereof preclude any further exercise thereof, nor the exercise of any other right, power or privilege. The rights of the Bank hereunder are ... | Label: Modifications |
8bdf0cf4-1e4f-4a3c-a739-ead29010ac3c | Clause:
Buyer and Seller shall each indemnify, protect, defend and hold the other harmless from and against any claim in any way arising from the matters for which the other receives a credit or otherwise assumes responsibility pursuant to this Section 0 .
Task: Classify this clause into ONE of these types (exactly on... | Label: Indemnifications |
76ed75ca-d453-46af-a579-954cf1896ca7 | Clause:
Immediately after the Closing, and after giving effect to the transactions contemplated by this Agreement, Purchaser will be Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Solvency |
addaac14-197c-4b97-8b4f-27b391ec72fa | Clause:
Except for the Requisite Shareholder Approval and the TSX Approval, no other consent, approval, permit, authorization or order of, no notice or declaration to, and no filing, registration or recording with, any Governmental Authority or other third party is required (or shall be required by the giving of notice... | Label: Approvals |
fe8e5a86-095b-4535-af0d-b11273b857d4 | Clause:
The entire authorized capital stock of the Company consists solely of (i) 45,000,00 shares of Class A Common Stock, of which 12,019,806 shares are issued and outstanding, as of June 30, 2017, (ii) 5,000,000 shares of Class B Common Stock, of which 186,513 shares are issued and outstanding, as of June 30, 2017, ... | Label: Capitalization |
f6c4a5e7-78e7-4d73-805c-dab50c3373f7 | Clause:
A list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use any Material Intangible Asset (but excluding in-bound licenses of over-the-counter soft... | Label: Intellectual Property |
4fb1045d-54f7-4dfa-95c1-1f1e2a4a848e | Clause:
Each Credit Party shall, and shall cause each of its Subsidiaries to maintain proper, complete and consistent books of record with respect to such Person’s operations, affairs, and financial condition in accordance with GAAP in all material respects. From time to time upon reasonable prior notice, each Credit P... | Label: Records |
ac0357cc-d3cf-475c-be0e-2a7d4a84acb4 | Clause:
The Employee shall be employed on a full-time basis, as the Chief Financial Officer of the Company. In such capacity, the Employee shall be responsible for such duties and any other responsibilities reasonably assigned by the Company from time to time. The Employee shall report to the Chief Executive Officer of... | Label: Titles |
abd749d1-04de-4d9c-b5f1-a326b0901bf1 | Clause:
All covenants, agreements, representations and warranties made by the Obligors herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Agent and the Noteholders and shall survive the execution and delivery... | Label: Survival |
f4af6248-d89a-42ce-9fd5-037c8f6145e2 | Clause:
To the extent that insurance is carried by a third-party operator on behalf of any Loan Party, upon reasonable request by Administrative Agent, such Loan Party shall use its reasonable efforts to obtain and provide the Administrative Agent with copies of certificates of insurance showing such Loan Party as an a... | Label: Insurances |
0fb98b9c-a039-425c-8428-a55532eb17fc | Clause:
The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the Court of Chancery of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Consent To Jurisdiction |
0d218113-4b4d-4d75-aa2f-7b9c138b2348 | Clause:
The Company shall, within the time period prescribed by Form 8-K, disclose the material terms of the transactions contemplated hereby by issuing a Current Report on Form 8-K regarding the transaction with the appropriate Transaction Documents included as exhibits. The Company and the Purchaser shall consult wit... | Label: Publicity |
d69d46b0-44c5-481b-aaa7-bd2e55f7b16b | Clause:
The Company agrees to reimburse each Secured Debt Representative for its reasonable out of pocket expenses in connection with this Priority Confirmation Joinder, including the reasonable fees, other charges and disbursements of counsel.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Expenses |
1c7cf558-5bec-4561-8b3b-a0e32d44b7cb | Clause:
Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmen... | Label: Litigations |
a8064921-f5b5-496c-a57b-5ec95aaf398f | Clause:
This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the latest Termination Date and (iii) the latest date of expiration or termination of all... | Label: Assignments |
b08f7806-053b-4253-832c-809f361c14f4 | Clause:
The Administrative Agent shall have received a Notice of Borrowing from the Company in accordance with Section 2.4(a) .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Notices |
5252248b-7022-4d11-af09-6865803d8818 | Clause:
The Company shall file a Current Report on Form 8-K, including this Agreement as an exhibit hereto, with the Commission, within four business days of the execution of this Agreement. From and after the filing of the Form 8-K, the Company represents to the Investor that it shall have publicly disclosed all mater... | Label: Publicity |
8f3a5287-d239-468e-bb8e-75f0458fd05e | Clause:
All questions arising with respect to the provisions of these Terms and Conditions and the Notice shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The Company is i... | Label: Governing Laws |
e31a69f7-ead4-4487-bc0a-2b768c56ec94 | Clause:
All fees, costs and expenses of the Earnest Money Escrow shall be shared equally between Seller and Purchaser, except that Purchaser shall pay any fees, costs or expenses with respect to the investment of the Earnest Money and Purchaser shall bear the risk of loss of the Earnest Money.
Task: Classify this clau... | Label: Costs |
275d3f8b-d0cf-4776-b349-2b1ce9ff7fbb | Clause:
Schedule 6.21 hereto sets forth, as of the date hereof, all of the Subsidiaries of the Parent and its Subsidiaries, the form and jurisdiction of organization of each of the Subsidiaries, and the Parent’s direct and indirect ownership interests therein. Schedule 6.21 hereto sets forth, as of the date hereof, all... | Label: Subsidiaries |
8910b7b0-c429-474f-9bbd-f114cd535e07 | Clause:
The Company and the Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in a state court of the Commonwealth of Pennsylvania, and not in any other state or federal court in the United States of... | Label: Consent To Jurisdiction |
4346ffeb-ae0e-4d95-ae75-942f1357aa59 | Clause:
The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof. To the full... | Label: Further Assurances |
455d0ee6-82fa-4eaa-9d50-8c0139d11754 | Clause:
Any notice required or permitted under this Note shall be given in writing and shall be deemed effectively given upon personal delivery or three business days following deposit with the United States Post Office, by registered or certified mail, return receipt requested, postage prepaid, or sent by confirmed de... | Label: Notices |
9cb07b9c-20b7-4c21-8aea-eb296c8ccb43 | Clause:
If this Agreement is terminated pursuant to Section 4.1 , this Agreement shall become void and of no further force and effect, except for: (i) the provisions set forth in this Section 4.2 and Section 4.8 ; (ii) the rights with respect to the breach of any provision hereof by the Corporation.
Task: Classify thi... | Label: Survival |
72e9dbca-d00c-4ef4-8880-32297e28ab2b | Clause:
Wherever possible, each provision of this Agreement will interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is found to be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or i... | Label: Severability |
61bb3fde-29cb-4039-b78f-1b5f919f448a | Clause:
Wherever possible, each provision of this Addendum shall be interpreted in such manner as to be valid under Applicable Law. To the extent any such provision is found to be invalid or unenforceable under Applicable Law in a given jurisdiction, then (a) such provision shall be ineffective only to such extent; (b... | Label: Severability |
595d8f72-a69f-46f0-a55c-664820f25460 | 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 any Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from ... | Label: Participations |
a8de1b19-b6e3-4adb-abf6-798752a6273f | Clause:
This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. Any subsequent change or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreemen... | Label: Entire Agreements |
0eb3515a-9960-4c39-ae0f-dd167041ee02 | Clause:
Except as disclosed on Schedule 4(p) and as otherwise disclosed in the SEC Documents, none of the officers, directors or employees of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as employees, ... | Label: Transactions With Affiliates |
3522dd5e-9368-46ba-bc08-15bd7c919d28 | Clause:
Each Borrower has previously furnished to the Lender true and correct copies of its Organizational Documents, in each case as in effect on the Closing Date. Except as set forth on the attached Schedule 3(e) , no Borrower is (i) in violation of its Organizational Documents or (ii) in default (and no event has oc... | Label: No Defaults |
109f75ec-761f-4870-bd0a-72cc9837f681 | Clause:
(a) Schedule 5 lists all Intellectual Property registered or applied to be registered in the United States (the “ Registered IP ”) owned by such Grantor in its own name on the date hereof. Except as set forth in Schedule 5 , such Grantor is the exclusive owner of the entire and unencumbered right, title and in... | Label: Intellectual Property |
78d486f2-4eb3-4c0b-a210-3356bd3f0139 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT, THE TRANSACTIONS OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY O... | Label: Waiver Of Jury Trials |
e3fca1af-6325-4cfa-8d97-e39fd3f8dec2 | Clause:
This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.9 of the Plan. Any such amendment must be... | Label: Entire Agreements |
06122916-9345-47d0-9b0f-eadb4b584b2c | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
d290487e-4025-4a6d-bfa0-1af0fe009f57 | Clause:
Each of Parent and Merger Sub is a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Law of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as pr... | Label: Organizations |
389bbd25-66c3-4b37-9cf8-6800494b7747 | Clause:
Event means a default by the Pledgor in the performance of the Secured Obligations (whether in whole or in part) provided that such default constitutes an Event of Default which is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Enforcements |
8a935547-1f8e-4b46-86e0-037087f9d463 | Clause:
Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered... | Label: Representations |
f506333f-7ce9-4eba-b632-174a4a34fad9 | Clause:
If the Company fails to make, when due, any payments provided for in this Warrant, the Company shall pay to the Holder (a) interest at the Applicable Rate on any amounts due and owing to such Holder and (b) such further amounts as shall be sufficient to cover any costs and expenses including, but not limited to... | Label: Indemnifications |
483f0153-7de7-40d6-823b-ffe3e83f3b7c | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by either party against the other concerning the transactions ... | Label: Governing Laws |
a64b2c4d-9702-4a66-9169-754c57e98609 | Clause:
The Company has the right, prior to the issuance or delivery of any Shares in connection with the exercise of all or a portion of this Award, to withhold or require from you the amount necessary to satisfy applicable tax requirements ( e.g. , income tax, social insurance, payroll tax and payment on account), as... | Label: Withholdings |
fa6b8de9-aa63-4d6d-a959-b1dd732061ff | Clause:
Except to the extent expressly provided in Sections 7(b) and 7(c) (i) or (ii) , Holder permanently will forfeit all rights with respect to all Performance Cash upon the date of his Separation, if such Separation occurs prior to the Vesting Date.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Forfeitures |
0c0f82a2-0ee7-4161-8215-4eac405dd407 | Clause:
The obligations under this Section 20.4 will continue in full force and effect subsequent to and notwithstanding this Agreement’s expiration or termination. A Franchisee Indemnified Party need not seek recovery from any insurer or other third party, or otherwise mitigate its Losses, in order to maintain and rec... | Label: Survival |
87a33914-83db-497c-93f1-10cd5e247798 | Clause:
This Stock Option Award Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Option Holder. This Stock Option Award Agreement amends and supersedes any Stock Option Aw... | Label: Amendments |
6f910d18-fc77-4ebd-8ea1-2774da42f654 | Clause:
During the Lease Term, Tenant shall make a Monthly Operating Payment for the applicable period on the same day as Base Rent is due.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Payments |
14a0a005-a36f-49d8-a32a-d605a7a66b29 | Clause:
This Agreement shall be binding upon and shall inure to the benefit of City, Initiatives, and Flexsteel and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Binding Effects |
2fb1e091-80ea-4604-b4a4-dbac34cba2db | Clause:
At any time prior to the Closing, any Party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and, (c) subject to the requ... | Label: Waivers |
f0c22a5d-3223-4f57-8a29-b125e0539ef5 | Clause:
Such Originator will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or c... | Label: Records |
ff1961b2-b3ef-43ff-8fc0-20ee5288249f | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF... | Label: Governing Laws |
876f4f74-34aa-4692-a312-3dc403270df7 | Clause:
Neither Purchaser, Seller Parent nor Seller may assign any of their respective rights hereunder, except with the prior written consent of the other (which shall not be unreasonably withheld or delayed). This Agreement is binding upon the parties and their respective successors or assigns and inures to the benef... | Label: Assignments |
1ec96c8d-f59e-4223-bcb7-72b08d9bc555 | Clause:
In consideration of the Agent’s and the Lenders’ willingness to enter into this Amendment, Parent and the Borrower hereby release and forever discharge the Agent, the Lenders and each of the Agent’s and Lenders’ predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, repr... | Label: Releases |
7a77a32e-34bc-41dc-ae45-c41f1a75b26d | Clause:
This Section 8 shall survive any termination or expiration 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, Authority, Authorizations, Base Salary,... | Label: Survival |
34c286d0-9696-4d10-9742-4f2e84d07a1c | Clause:
Except as may be preempted by federal law, this Agreement and Release shall be governed by the laws of the State of New York, without regard to conflict of laws principles, and the parties in any action arising out of this Agreement and Release shall be subject to the personal jurisdiction and venue of the fede... | Label: Governing Laws |
5897bddb-2e76-426c-86ca-edf7cd8f1c65 | Clause:
All notices, requests, demands, and other communications provided for by this Agreement will be in writing and shall be deemed sufficient upon receipt, when delivered personally or by a nationally-recognized delivery service (such as Federal Express), or three business days after being deposited in the U.S. mai... | Label: Notices |
c787fe27-4c59-4db0-aae4-111c4b2f255e | Clause:
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, i... | Label: Severability |
1230fc04-60ab-43f4-8c77-664cb7d47805 | Clause:
A waiver by any party hereto of any breach of this Agreement or the failure by a party to insist upon strict adherence to any term of this Agreement shall not be considered a waiver of any other breach or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term o... | Label: Waivers |
b2dfbf28-e379-499c-8019-fb2c6b337b6b | Clause:
Except as otherwise provided in this Agreement, the Restricted Stock Units awarded pursuant to this Agreement shall vest as follows: twenty percent (20%) at the end of the first, twenty percent (20%) at the end of the second, thirty percent (30%) at the end of the third, and thirty (30%) at the end of the fourt... | Label: Vesting |
0b190811-7f9c-4076-8890-3e90f13aedb3 | Clause:
Numbers and titles to paragraphs hereof are for information purposes only and, where inconsistent with the text, are to be disregarded.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Headings |
bd2ad504-66ba-4c8e-bcc5-bb8b3656359e | Clause:
No notice to, filing with, authorization of, exemption by, or consent of, any Person by Buyer is required for Buyer to consummate the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Consents |
cdda8e2a-eabf-47ce-b58e-5d7dba37843d | Clause:
Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative A... | Label: Authority |
6da9dece-a5ab-43d4-b564-c7720fac4361 | Clause:
(i) If the Executive’s employment is terminated (1) by the Company without Cause, (2) by the Executive for Good Reason, or (3) at the end of the Employment Period following non-renewal under Paragraph 2, in each case within 24 months after a Change in Control, the Company shall pay or provide the Executive with... | Label: Change In Control |
6e250298-a280-470a-9322-e9f65264003b | Clause:
Each Party will use all reasonable good faith efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or reasonably desirable under applicable law to consummate the transactions contemplated by this Agreement. The Parties agree (i) to furnish upon request to each ... | Label: Further Assurances |
e817a58f-82f5-477c-8b9e-1f4c1d3942f5 | Clause:
This Amendment shall become effective as of the date first written above upon receipt by the Administrative Agent of duly executed counterparts signature pages to this Amendment by each the Required Lenders, the Borrower and the Guarantors.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Effectiveness |
6e33e3de-6766-49fa-beb2-cf5d757f8916 | Clause:
This Agreement may be executed in one or more counterparts, and by the respective Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exac... | Label: Counterparts |
4915c61b-22d9-46ee-a686-93f81ac1dd3e | Clause:
To New Borrower’s actual knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes, or with the lapse or passage of time, giving of notice or both, could constitute a default or Event of Default under the Loan Documents.
Task: Classify this clause into ONE of these types (exac... | Label: No Defaults |
93f36b20-7914-495e-a0fd-ee81d3b3d264 | Clause:
The parties agree that failure of any party to perform its agreements and covenants hereunder, including a party’s failure to take all actions as are necessary on such party’s part in accordance with the terms and conditions of this Agreement to consummate the transactions contemplated hereby, will cause irrepa... | Label: Specific Performance |
1d632b9c-ec14-41dd-b4fb-366f8d13f52f | Clause:
No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assi... | Label: Successors |
b96a3ca7-3bbb-40d9-be62-b2bc1be5474d | Clause:
If any provision of this Agreement is held unenforceable by a court or tribunal of competent jurisdiction because it is invalid or conflicts with any Law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected. In such event, the Parties shall negotiate a substitute provisio... | Label: Severability |
922dec09-9bf4-45e2-90ca-0ee73553c222 | Clause:
Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Borrower and each Restricted Subsidiary (a) have timely filed or caused to be filed all Tax returns and reports required to have been filed and (b) have paid or caused to be paid all Taxes levied... | Label: Taxes |
ea2f61ea-9eb6-4d2c-b378-48c3fa215b1d | Clause:
Without the prior written consent of the Company, except to the extent required by an order of a court or tribunal having competent jurisdiction or under subpoena from an appropriate regulatory authority, Executive shall not disclose and shall use his best endeavours to prevent the disclosure of any trade secre... | Label: Confidentiality |
a2bef71b-3944-4508-94c8-e7938dcc2e67 | Clause:
The Employee acknowledges and agrees that he is bound by the terms and conditions of the Proprietary Information and Inventions Agreement separately entered into with the Company. Notwithstanding any other provision of this Agreement, the Employee shall continue to be bound by the terms of such Proprietary Info... | Label: Confidentiality |
98a637f3-098f-46f4-a0e1-75b8baeda0c8 | Clause:
The Company does not own or control any equity security or other interest of any other corporation, partnership, limited liability company or other business entity. The Company is not a participant in any joint venture, partnership, limited liability company or similar arrangement. Since its inception, the Comp... | Label: Subsidiaries |
7208db24-9f5d-4e0d-81b8-38adba682950 | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance ... | Label: Insurances |
8534c578-6acf-4a6b-8eac-7ee7216ffef5 | Clause:
The representations and warranties contained herein shall survive the Closing and the delivery of the Draw Down Shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Survival |
ca4f8389-526e-45af-8879-da0fd5a98b5f | Clause:
After giving effect to the amendments as set forth in Section 2 above and the waivers described in Section 3 above, no Borrower is in default under any of the Current Loan Documents, nor has any event or circumstance occurred that is continuing that, with the giving of notice or the passage of time, or both, wo... | Label: No Defaults |
cac1c360-ad17-434b-a75f-d98117e014f5 | Clause:
It is the intention of the parties hereto that this Sub-Sublease (and the terms and provisions hereof) shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Governing Laws |
f35daaf3-82bc-44b4-8670-29f087bcedfe | Clause:
In connection with this Agreement, the Former Employee agrees to reinstate his non-solicitation and non-competition obligations, as described in Sections 10(b) and 10(d) of the Amended and Restated Employment Agreement, but (i) subject to the modification in Section 4(c) of the Separation Agreement (excepting o... | Label: Non-Disparagement |
6ba1d0d8-23fe-4e5a-9d75-2b316011c916 | Clause:
The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the Commission (other than the Registration Statement) or any regulatory agency or trading market, without... | Label: Publicity |
22c4f4d7-92e5-4542-a601-51783169955f | Clause:
The Borrower will use a portion of the proceeds of the Term Loans made on the Effective Date, together with cash on hand of the Borrower, on the Effective Date for the purposes set forth in Section 3.17. The Borrower will use the remaining proceeds of the Term Loans made on the Effective Date, the Letters of Cr... | Label: Use Of Proceeds |
9a6c707e-04a3-4aa8-913d-fca73df64829 | Clause:
During the Period of Employment, the Executive shall serve the Company as its President and Chief Executive Officer, with the customary authorities, duties, and responsibilities of such position for a company of similar size and nature to the Company, subject to the directives of the Company’s Board of Director... | Label: Duties |
6456bdc7-b3d0-46e1-8c04-2adb6a087b75 | Clause:
The parties hereto acknowledge that this Agreement sets forth the entire agreement and understanding of the parties and supersede all prior written or oral agreements or understandings with respect to the subject matter hereof. No modification of any of the terms of this Agreement, or any amendments thereto, sh... | Label: Entire Agreements |
94401e52-5fd4-4fbf-a562-48d766eed5ef | Clause:
The Administrative Agent shall have received counterparts of this Amendment executed by each Loan Party, the Required Lenders and the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Consents |
0bb77890-f871-4228-b496-ab25370549ca | Clause:
Each party agrees to keep the Confidential Information confidential. Each party shall limit disclosure of the Confidential Information to its employees, directors, officers, consultants, contractors, attorneys, advisors and agents who otherwise have a need to know the Confidential Information in connection with... | Label: Confidentiality |
e168b65d-d521-4bbd-9921-ef764484f1b9 | Clause:
This Amendment may be executed in counterparts and delivered via facsimile.
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, B... | Label: Counterparts |
6fc0c0d8-186a-472e-b902-fb533eb13b99 | Clause:
As compensation for the performance of its obligations under the 2017-1 Servicing Agreement, on each Payment Date the Servicer shall be entitled to receive a fee for its performance during the immediately preceding Collection Period or, with respect to the first Payment Date, the period from and excluding the C... | Label: Expenses |
d60dd769-7b89-4482-bf84-42e22b20b665 | Clause:
Each Purchaser, to the extent that such Purchaser, as set forth on the Schedule of Purchasers, is a holder of any promissory note (each a “ Note ” and collectively the “ Notes ”) of the Company being converted and/or cancelled in consideration of the issuance hereunder of Shares to such Purchaser (a “ Noteholde... | Label: Terminations |
252afddb-c97f-48b2-91bb-7a396fa1b2a6 | Clause:
Except for the Lien granted to Lender pursuant to this Agreement and other Permitted Liens (except for those Permitted Liens not permitted to exist on any Collateral) under any Loan Document (including Section 4.2 ), such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of ... | Label: Titles |
0b8ab7de-3386-4208-82bb-122172fe2eb7 | Clause:
To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doin... | Label: Amendments |
2afdd7d8-329e-4760-bca7-4d90d7e69194 | Clause:
This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Maryland without regard to conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Governing Laws |
32e9a034-83c1-4169-83b5-033db3acb73c | Clause:
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 necessary or required for use in connection wi... | Label: Intellectual Property |
033cdc98-477c-4478-975a-48529df5866d | Clause:
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment shall become effective when it shall have been executed by the Administr... | Label: Counterparts |
39c5ac92-855b-4cc3-b0f2-7efa254a41b1 | Clause:
Each Lessee makes the representations and warranties in Section 7.1(a), (c), (d), (e) and (f) to the Buyer as of the Lease Closing Date, as of the Amendment Closing Date and as of each Upgrade Date and makes the agreements in Section 7.1(b) and (f) from the Lease Closing Date to the Final Settlement Date.
Task... | Label: Representations |
576464c7-1fa7-4a27-bd96-a9defc47b9e8 | Clause:
Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforce... | Label: Severability |
6fcc291e-4ddd-4a0c-8a9f-9979c53554da | Clause:
The Borrower will use the proceeds of the Loans only for the purposes set forth in Section 7.9 .
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, Authoriza... | Label: Use Of Proceeds |
0bffa5bc-a100-4eb7-9e7e-a60236fd70b9 | Clause:
This Agreement will be governed, construed, and interpreted under the laws of the State of Florida and, where applicable, Federal law, without giving effect to principles of conflict of law thereof. Except as provided under paragraph 3 of Exhibit 2, any dispute or controversy arising under or in connection with... | Label: Governing Laws |
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