id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
46bdbb09-1029-4635-9f04-fcdf8d3ff632 | Clause:
No member of the Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan or any transaction hereunder. The Company hereby agrees to indemnify each member of the Committee for all costs and expenses and, to the extent permitted by app... | Label: Indemnifications |
c2930857-448c-4ecb-9a9c-64fd64e4a987 | Clause:
Following the termination of Executive’s employment for any reason, Executive will cooperate fully with Employer and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or other investigation involving Employer that relates to events, o... | Label: Cooperation |
4f8b4c2b-2b38-44d8-9787-4817b1931723 | Clause:
From and after the Operative Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Operative Date and to [the][the ... | Label: Payments |
139d27d8-9ab6-44a3-b370-57832b0448a0 | Clause:
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to... | Label: Payments |
4b83d686-62f4-41f2-a0a5-0d7b7b95d0e4 | Clause:
The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Exe... | Label: Expenses |
2d89d8f3-dfc8-4f20-9282-bcfe50fab4cb | Clause:
The Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) the Administrative Agent, and (iii) each Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Amendments |
ddc98435-6c99-4bfb-a2e5-5cba110ad305 | Clause:
Neither Purchaser nor its Affiliates, any of their respective officers, directors, employees or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for Purchaser... | Label: Brokers |
b71cc094-98c9-4f1b-85f1-eb3a7e7f1ce1 | Clause:
The parties agree to hold in confidence the terms and conditions set forth in the Agreement. In no event shall a party disclose the terms and conditions set forth in the Agreement to any third party except as required by applicable securities or other laws or except as may be necessary to any lender of a party... | Label: Confidentiality |
68263d9a-4efd-45e9-ab12-c8834b340d00 | Clause:
If any of the provisions of this Section 5 are deemed by a court or arbitrator having jurisdiction to exceed the time, geographic area or activity limitations the law permits, the limitations will be reduced to the maximum permissible limitation, and Executive and the Company authorize a court or arbitrator hav... | Label: Enforceability |
02c149db-bfed-4ba8-9c92-240981831c0f | Clause:
Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower set forth in the Credi... | Label: Notices |
875de51c-25c2-42a7-ac20-eb7a22495272 | Clause:
Except for Litigation in which Borrower is exclusively a plaintiff without a counterclaim, cross claim, or similar action asserted against Borrower and except as previously disclosed to the Bank in writing in connection with Borrower’s application for the Loan (the “ Existing Litigation ”), or as otherwise late... | Label: Litigations |
8b0814c9-c713-408a-9ce8-f0c210fedf64 | Clause:
Should any provision of this Agreement be deemed in contradiction with the laws of any jurisdiction in which it is to be performed or unenforceable for any reason, such provision shall be deemed null and void, but this Agreement shall remain in force in all other respects. Should any provision of this Agreement... | Label: Severability |
080ebc39-7d0b-45a9-9c16-b7dee91096ad | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS SET FORTH IN THE CREDIT AGREEMENT, OR, IF NO JURISDICTION IS SET FORTH THEREIN, BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.
Task: Classify this clause into ONE of these ty... | Label: Applicable Laws |
f39be8e7-3f5b-4922-bdae-5cb90aa57e3f | Clause:
The failure by either Party at any time to enforce any of the terms, provisions or conditions of this Agreement or to exercise any right hereunder shall not constitute or be construed to constitute a waiver of the same or affect that Party's rights thereafter to enforce or exercise the same.
Task: Classify thi... | Label: No Waivers |
dce85248-00bf-4e66-9f83-f30c4affdda2 | Clause:
The Parties hereby agree to waive their respective rights to a jury trial of any claim or cause of action related to or arising out of this Agreement. The scope of the waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter herein, i... | Label: Waiver Of Jury Trials |
bae12bda-8547-4dc7-aebf-64db2dc53848 | Clause:
Except as specifically noted, this Agreement constitutes the entire agreement between the parties with respect to the Services. This Agreement supersedes all prior oral or written communications or agreements of the parties with respect to the Services. This Agreement may be amended only by a writing executed ... | Label: Entire Agreements |
5d225a76-e5a0-49a8-8f99-ab19f5b476a5 | Clause:
This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio.
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, Author... | Label: Governing Laws |
dc526e7f-b09a-4221-a5ff-5b064461b64e | 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 |
e3571ad5-f9b9-40b4-a536-607172a5af80 | Clause:
The parties to this Agreement have cooperated in the drafting and preparation of this Agreement. Hence, in any construction or interpretation of this Agreement, the same shall not be construed against any party on the basis that such party was the drafter.
Task: Classify this clause into ONE of these types (ex... | Label: Interpretations |
b18542d7-498e-43e8-b15a-95fedacffa48 | Clause:
All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid, return receipt requested, if to the Participant, at the most recent address shown on the records of the Company, and if to the Company, to the Company’s principal office, attention of ... | Label: Notices |
5ad35c60-79ad-4375-9262-682ea69e9d31 | Clause:
This Agreement is made pursuant to and shall be governed by, interpreted under, and the rights of the Parties determined in accordance with, the laws of the State of Minnesota.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Governing Laws |
c51a74e4-7a3b-4afc-8eac-b604432e8c42 | Clause:
Failure of any party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of any ot... | Label: Waivers |
b690ae40-72c7-411e-b984-e9969f0eda3d | Clause:
This Agreement has been duly and validly executed and delivered by Purchaser and, assuming that it has been duly authorized, executed and delivered by the Company, constitutes a legal, valid and binding obligation of Purchaser, in accordance with its terms, subject to the effects of bankruptcy, insolvency, frau... | Label: No Conflicts |
fc7eb20f-a167-4ceb-bdb9-ef4e7142ce8f | Clause:
Upon the occurrence of a Change in Control (as defined in Section V.D.), the PSUs will continue to vest in accordance with the vesting schedule specified in Sections II.B.2., subject to earlier vesting or forfeiture pursuant to Section III.; provided that upon your termination of employment by the Company other... | Label: General |
b55a060b-f44c-44fd-b99d-ded965e0e388 | Clause:
The capitalization of the Company is as set forth in Section 3.1(g) of the Disclosure Letter. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Stock Option Plans, the issuanc... | Label: Capitalization |
12a76e3b-8229-45b6-8e89-49cc6db7dfbd | Clause:
Borrower Agent shall provide to Lender, on or before the 20 th day of each month, (a) a consolidated detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, cr... | Label: Records |
d31eafa8-69ae-401b-b2bd-bf356bf63943 | Clause:
This Agreement, together with the other respective Loan Documents, constitutes the entire agreement of each of the Obligors and the Lender Groups with respect to the matters set forth herein and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.
Task: Classi... | Label: Entire Agreements |
4670400b-200f-4347-8bcb-126921e0f0b4 | Clause:
The headings contained in this Agreement are for convenience and reference purposes only, and shall not in any way be construed as effecting the meaning or interpretation of the text of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Headings |
588a6946-f0ae-4042-8a43-03b1d9cc38f8 | Clause:
The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions of Article XII . The existence of the Partnership as a separate legal ent... | Label: Terms |
a3b1d860-0de4-4f57-842e-179c48ec220b | Clause:
Purchaser agrees to indemnify, defend and hold harmless Seller from any and all claims, demands, liabilities, losses, damages, liens, costs and expenses asserted against Seller or the Property arising out of or resulting from Purchaser’s investigations of the Property prior to Closing and to pay Seller all cost... | Label: Indemnity |
f6fb55db-df7c-44c5-8569-c726ad677331 | Clause:
Those fees which Borrower will pay to Bank in conjunction with Bank's asset based lending services as set forth in Section DD.07 hereof and the Schedule of Charges attached hereto, or any other fees associated with the Line of Credit, whether or not actual loan obligations exist, while the Loan Agreement is in ... | Label: Fees |
5ac3395e-40ba-4cb0-914d-d9a46b0d8f6f | Clause:
No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent, any Lead Arranger, the Amendment No. 1 2 Lead Arrangers or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered here... | Label: Disclosures |
bdf54644-a6b8-4a8b-830e-b3428c8e572b | Clause:
Notwithstanding anything to the contrary in the Company’s vacation or paid time off (“PTO”) policies, for each calendar year during the Term, Executive shall be entitled to four (4) weeks (20 business days) vacation and paid time off under the Company’s “PTO” plan for each calendar year.
Task: Classify this cl... | Label: Vacations |
1080070c-38d0-4d48-8e37-8845f91f43ef | Clause:
If any term or provision of this Agreement or the application hereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or une... | Label: Severability |
dc104b9b-b3fd-452b-a626-2366ecd11c41 | Clause:
All capitalized terms used herein but not defined shall have the meanings ascribed to them in the Lease.
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, A... | Label: Defined Terms |
f3709d46-7a31-41a7-beea-6955566cb1ab | Clause:
The Guarantor has filed all tax returns required to be filed and has paid all taxes shown thereon to be due, including interest and penalties, which are not being contested in good faith and by appropriate proceedings and has no information or knowledge of any objections to or claims for additional taxes in res... | Label: Taxes |
5273d6e3-002e-4a48-aa9f-af68c84f07f2 | Clause:
The terms and provisions of this Agreement (including the Exhibits hereto, which are hereby incorporated by reference herein) constitute the entire agreement between the Escrow Agent and the other parties hereto with respect to the subject matter hereof. Notwithstanding the foregoing, as between Purchaser, the ... | Label: Entire Agreements |
84f07831-7ebe-4d6d-9e12-c6ef5aec5e11 | Clause:
Payment by the Borrowers of a fee related to waiver of the Existing Events of Default and the extension of the Maturity Date as described herein equal to $25,000.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Fees |
381a1079-044e-476d-89cd-b6e0c55e5805 | Clause:
Section headings are inserted herein for convenience only and do not form a 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, Authority, Author... | Label: Headings |
3af115ea-c60d-42fd-8edc-9060e9d9621f | Clause:
Each Borrower shall indemnify the Administrative Agent, the Issuing Bank, the Swingline Lender, and each Lender, and each Related Party of the foregoing Persons (each such person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and... | Label: Indemnity |
8cc8737f-792b-467c-a47b-85f59471be56 | Clause:
No failure on the part of either party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of either party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or ... | Label: Waivers |
f5651710-9724-486b-81ce-5464c8dcf535 | Clause:
This Option may be modified or amended, or the provisions hereof may be waived, with the written consent of the Company and the Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Amendments |
9ad56f80-304c-49f0-a4e2-186492d9b74b | Clause:
For a period of one year following your Date of Termination, you agree to cooperate in good faith with AKS with respect to pending or potential claims or litigation involving AKS as to which you have personal knowledge. Such cooperation shall include meeting with AKS and its representatives, upon reasonable req... | Label: Cooperation |
d2e3e957-752c-4ea3-9d15-8383da320744 | Clause:
Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address ... | Label: Notices |
9236191b-963a-43d0-8a16-f04ca0f3240f | Clause:
During the Continuation Period, the Executive agrees to reasonably cooperate with the Company upon reasonable request of the Chief Executive Officer and/or the Board and to be reasonably available to the Company with respect to matters arising out of the Executive’s services to the Company and its affiliates. T... | Label: Cooperation |
49fe1744-2592-4656-915d-cc6b14a39000 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including without limitation the Prior Agreement, provided that, except to the extent explicitly provided herein, ... | Label: Integration |
9ad1eba6-72d5-4cda-95c2-a6c580a16490 | Clause:
Sections 1.3, 4, 5, 6, 8, 10, 11, 12 and 13 shall survive the termination of the Engagement and the assignment of this Agreement by the Company to any successor-in-interest or other assignee and be binding upon the heirs and legal representatives of the Consultant.
Task: Classify this clause into ONE of these ... | Label: Survival |
c9896182-6797-4c91-8946-aaac607a52ec | Clause:
The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Guarantor or the Borrower and without limiting the obligation of the Guarantor or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the dat... | Label: Indemnifications |
8a05cd84-46da-451b-869a-cde78dad313a | Clause:
Each party will be responsible for any duties, taxes, and/or levies to which it is subject as a result of any payment hereunder. The paying party will deduct or withhold any taxes that it will be legally obligated to deduct or withhold from any amounts payable to the other party hereunder, and the correspondin... | Label: Taxes |
38f69314-10cc-4084-9d8c-f267dea61b21 | Clause:
The interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws. The Holder may only exercise his or her rights in respect of the Plan or the Program to the extent that it would be lawful to do so.
... | Label: Governing Laws |
8818013f-02b7-4cef-b4e7-8d1d9a9759b5 | Clause:
The provisions of this Agreement shall be deemed severable, and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be effective and binding upon the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Severability |
318b8187-f1b2-4c9a-9c09-ff2367376bb5 | Clause:
This Agreement and any disputes or claims arising hereunder will be construed in accordance with, governed by and enforced under the laws of the State of Washington without regard for any rules of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Governing Laws |
745af5cc-9ad9-4ff7-a08b-146b69bd5d64 | Clause:
The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Section 7 and this Section 9 , the Member has the authority to bind the Company. Notwithstanding anythin... | Label: Powers |
64da514a-5c7c-4840-9eb2-70009297c2af | Clause:
During the Employment Term, Executive shall be paid an annual base salary of $900,0000 (“ Base Salary ”). The Base Salary shall be payable in accordance with the Company’s regular payroll practices as then in effect. During the Employment Term, the Base Salary shall be reviewed annually and is subject to incr... | Label: Base Salary |
4a888cc5-8f5b-4c78-9d4b-2bd163f96661 | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS SITTING IN SUFFOLK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE DISTRICT OF MASSACHUSETTS, AND ANY APPELLATE C... | Label: Submission To Jurisdiction |
feec135f-3e35-4a9a-b28e-59768fbbcd8c | Clause:
CRL represents, warrants and covenants that Compound will be held at the Facility only, unless otherwise consented by Client in writing (which consent shall not be unreasonably withheld), and that such Facility, at CRL’s sole cost and expense, has and will, for such time as such Compound will be maintained meet... | Label: Representations |
f7d7e7d7-5004-478f-9068-29d2471591f7 | Clause:
This Warrant may be amended and the observance of any term of this Warrant may be waived only with the written consent of the Corporation and the Warrantholder(s).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Amendments |
3f168b5b-92fa-48ff-a499-fb7cb2b3c5de | Clause:
Each Seller shall treat and hold as confidential all information concerning the business and affairs of Target and Buyer that is not already generally available to the public (the “ Confidential Information ”), refrain from using any of the Confidential Information except in connection with this Agreement or as... | Label: Confidentiality |
5b1fcaac-5aeb-4cc2-9bc1-eaa5d759e9d2 | Clause:
All communications and notices pursuant hereto to either Party must be in writing personally delivered, sent by facsimile or email , in each case with a copy to follow via first class mail or mailed by certified mail-return receipt requested, and shall be deemed to have been duly given at the address, fax numbe... | Label: Notices |
17fcdc23-f0e7-491b-8e8b-bf86880b2034 | Clause:
No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, provided however, that the Required Buyers may waive any provision of this Amendment, and any waiver of any provision of this Amendment made in conformity with the provisions of this Section 10.... | Label: Waivers |
0623a8cd-a730-41e9-bbf3-6be3c810ba4c | Clause:
Prior to delivery of the Shares purchased upon exercise of this Option, the Company shall determine the amount of any United States federal, state and local income taxes, if any, which are required to be withheld under applicable law and shall, as a condition of exercise of this Option and delivery the Shares p... | Label: Withholdings |
f1bb7b6a-16ef-4a9b-a65b-371f3b7ecacc | Clause:
All notices or other communications required or permitted to be provided hereunder shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed e-mail, telex or facsimile if sent during normal business hours of the recipient, if no... | Label: Notices |
d4db78b2-0246-4f4c-a0fc-5baa6130e85d | Clause:
In the event of a termination for Cause, the Employee shall forfeit any outstanding portion of the Base Salary, shall no longer be eligible for any Company benefits, shall forfeit any right to any consideration under the MIPA not yet received as of the date of Employee’s receipt of the for Cause termination not... | Label: Forfeitures |
07d174d7-970d-4f3a-ad05-7add933157e5 | Clause:
All notices required or permitted to be given under this Mortgage shall be sent (and deemed received) in the manner and to the addresses set forth in the Credit Agreement, and to the Mortgagor at the address set forth above. Any such notice delivered to the Mortgagor shall be deemed, for all intents and purpose... | Label: Notices |
dc8c54ad-8c55-44cc-9cdb-8765e22a8ef2 | Clause:
The Company and Participant intend that (i) the Profits Interest Units be treated as “profits interests” within the meaning of the Code, Treasury Regulations promulgated thereunder, and any published guidance by the Internal Revenue Service with respect thereto, including, without limitation, Internal Revenue S... | Label: Taxes |
d77209f4-b7b7-4195-9fc1-cfe43c2f516e | Clause:
This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 22.10 of the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Confidentiality |
516c9c7c-3468-43f3-be0a-a2262cbd3b7c | Clause:
A recordable termination of that certain Lease Agreement dated as of June 28, 2013, duly executed and acknowledged by Seller and Operating Tenant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Terminations |
ef9255d2-c377-4f40-b175-56f5179574e9 | Clause:
The Borrower and its Subsidiaries (other than any Immaterial Foreign Subsidiary) have timely filed or caused to be filed all federal and other material tax returns (including state income tax returns) required to be filed by them, and have paid all federal and other material taxes (including state income taxes)... | Label: Taxes |
0ce83e98-e75c-4c5d-9e13-d2e1b7cae4f1 | Clause:
The Company and each of its Subsidiaries are duly organized, validly existing as a corporation or limited liability company, as the case may be, and in good standing under the laws of Nevada. The Company and each of its Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of busi... | Label: Organizations |
52fc9db5-fd29-49e7-8059-6f588cb826ed | Clause:
All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the transactions contemplated by the Securities Purchase Agreement are consummated.
Task: Classify this clause into ONE of these t... | Label: Expenses |
f233241c-4bf6-4595-ba7e-00a80bf44015 | Clause:
The indemnity and contribution agreements contained in Section 10 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of FBR, any controll... | Label: Representations |
d0aee57e-bec6-40a0-bdc2-3b46c879bd22 | Clause:
Borrower shall not create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to the Collateral, except for the security interests created in favor of Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Liens |
f4442e9a-fed2-4400-8bbc-094b11ac2d3e | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Exchange or issuance of Exchange Shaers contemplated hereby based upon arrangements made by or on behalf of Parent.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Brokers |
bad09811-3850-4224-9cff-0a5467d3005d | Clause:
Each party hereto hereby waives, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, or cause of action (a) arising under this Escrow Agreement or (b) in any way connected with or related or incidental to the dealings of the Parties in respect of this Escrow Agreemen... | Label: Waiver Of Jury Trials |
2e76e462-9a53-41f9-ad43-b9fa27e21d34 | Clause:
The Company is organized and validly existing in good standing under the laws of the state of Nevada.
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, Auth... | Label: Organizations |
a2f1a43d-19d9-4b7c-9c05-8c1641c343d2 | Clause:
All notices required or permitted to be given under this Agreement shall be effective when sent to the applicable Party’s address set forth below or to such other address as may be designated by written notice and given in writing, with reference to this Agreement, and when: (a) delivered personally; (b) sent b... | Label: Notices |
68ac73a7-36ee-45f9-80f5-d0350514d319 | Clause:
This Facility IP License and the Services Agreement contains the entire agreement of the Parties, and there are no oral or written representations, understandings or agreements between the Parties respecting the subject matter of this Facility IP License that are not expressed herein.
Task: Classify this claus... | Label: Entire Agreements |
eff8f9a1-c8e6-49b5-b88c-458d74a724a0 | Clause:
SED has filed all reports, schedules, forms, statements and other documents required to be filed by SED by applicable law and with the SED Trading Market for the twelve months preceding the date hereof (or such shorter period as SED was required by law or regulation to file such material) (the foregoing materia... | Label: Financial Statements |
7c25bd18-0d65-47d9-8ecd-12ec23ebd48e | Clause:
Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or property, except if the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.
Task: Cla... | Label: Compliance With Laws |
9eaf225f-5015-4b3a-b7fb-f30604600bf9 | Clause:
Borrower shall indemnify Lender against any loss or expense which Lender has sustained or incurred as a consequence of any default by Borrower in the performance or observance of any covenant or condition contained in this Agreement, or under the Note including, without limitation, any failure of Borrower to pa... | Label: Indemnity |
7ba985da-04eb-4323-9612-51d3753c3c27 | Clause:
The rights and obligations of the parties to this Agreement shall not be assignable or delegable, except that (i) in the event of the Executive’s death, the personal representative or legatees or distributees of the Executive’s estate, as the case may be, shall have the right to receive any amount owing and unp... | Label: Assignments |
dc9741a0-faeb-4079-a02d-e0c6b2bc090e | Clause:
Each of the Borrower and the Restricted Subsidiaries has filed or caused to be filed all Federal, state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all Taxes due and payable by it (whether or not shown on any tax return) and all assessments rec... | Label: Taxes |
6b2e37fd-fa2b-4715-953c-e1359d40c3b6 | Clause:
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile or electronic mail transmission shall be deemed for all purposes as... | Label: Counterparts |
d5016a77-54aa-454d-9b32-3e8eb7630859 | Clause:
Subject to clause (e) of the following sentence, all judicial proceedings brought against any party arising out of or relating hereto or any other Loan Document, or any of the obligations, shall be brought in any State or Federal Court of competent jurisdiction in the state, County and City of New York. By exec... | Label: Consent To Jurisdiction |
2f4d9f36-0646-4124-9a39-ca31a572d313 | Clause:
Except as set forth on Schedule 3.16 of the Daily Engage Disclosure Schedule, all material Income Tax Returns of Daily Engage required to be filed with respect to its business have been timely filed, all such Income Tax Returns are complete and correct in all material respects, and Daily Engage has paid on a ti... | Label: Taxes |
8ea9d020-2b01-46c5-97c6-d25a0154cb97 | Clause:
As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act that were required to be filed in the prior twelve months. As of their respective filing dates, the SEC Do... | Label: Financial Statements |
8006f15b-3683-49c7-b233-78e7b9727e6e | Clause:
Except as disclosed in the SEC Documents, no current or former employee, partner, director, officer or stockholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote than... | Label: Transactions With Affiliates |
399d8fcb-cfe5-44d1-afe9-9dae67522098 | Clause:
All notices and other communications under this Agreement will be made in writing and given in accordance with this Section. Notices are to be addressed to each party as provided below and will be deemed to have been duly given (i) on being given by hand, if such party’s receipt thereof is acknowledged in writi... | Label: Notices |
4e40a9df-e4be-4cac-840c-b82f554593ff | Clause:
No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other person is necessary for the execution of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby. None o... | Label: No Conflicts |
f7c0952c-9bf3-4d8b-9ec2-19679fd1b4c7 | Clause:
Upon the occurrence and during the continuance of an Event of Default or upon the occurrence of the Revolving Credit Maturity Date, Lender (i) may proceed to protect and enforce Lender’s rights by suit in equity, action of law and/or other appropriate proceeding either for specific performance of any covenant o... | Label: Remedies |
db77ff4b-096c-4b3a-b651-20da6d47326b | Clause:
T he Plan shall be construed and interpreted in accordance with the laws of the State of Delaware without reference to the conflict of laws provisions thereof, to the extent not preempted by federal law, which shall otherwise control.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Governing Laws |
aab9753c-938d-4222-bbfb-f8b873eedaa7 | Clause:
This Agreement constitutes the entire agreement of the parties and supersedes all prior written or oral agreements, contemporaneous oral agreements, understandings and negotiations between the parties with respect to the subject matter hereof. Each Holder that is a party to the Old Management Incentive Agreemen... | Label: Entire Agreements |
e243a5ef-ad4d-4c0b-8541-d5f241f07f6a | Clause:
The Corporation reserves the right to waive all or any part of the terms and conditions of the Covenants under appropriate circumstances, in its sole discretion. Any such waiver must be in writing and signed by the Chief Human Resources Officer. No waiver by the Corporation of any breach of the Covenants shall ... | Label: Waivers |
e4715684-051a-49c6-837d-f935371b5ebc | Clause:
This Forbearance Agreement may only be amended or modified in writing by the Facility Lessee, the Lease Indenture Trustee, the Pass Through Trustee and each Consenting Certificateholder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Amendments |
36c339b8-b4c2-47d2-ae7b-901d033ecca9 | Clause:
The Plan, all Awards (including the grant, exercise, payment and settlement thereof), and the issuance of Shares hereunder shall be subject to all applicable laws, rules and regulations, domestic or foreign, and to such approvals by any governmental agencies or securities exchange or similar entity as may be re... | Label: Compliance With Laws |
933d9390-cdbb-4bf9-8d30-b9214a8b66f0 | Clause:
By checking this box, the undersigned Existing Term Lender hereby (i) consents to the Fourth Incremental Term Facility Amendment to the Amended and Restated Credit Agreement, (ii) agrees to convert (on a cashless basis) 100% of the outstanding principal amount of its Existing Term B Loans for 2017 B-1 Increment... | Label: Consents |
32438022-37f9-4181-b122-e140d9871aad | Clause:
No delay or omission on the part of the Trustee or any of the Holders in exercising any rights hereunder shall operate as a waiver of such rights or any other rights, and no waiver of any right on any one occasion shall result in a waiver of such right on any future occasion or of any other rights; nor shall an... | Label: No Waivers |
6c53b4cc-0d1c-4701-a3bc-1a225ea2bea7 | Clause:
The Company may terminate this Agreement at any time by written notice to the Investor, except during any Valuation Period. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Maxim... | Label: Terminations |
c23e1658-bef5-420b-a323-29600b039db8 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect... | Label: Miscellaneous |
20cb730d-ce1d-47a6-bbf5-8fd3ecb3f41f | Clause:
Administrative Agent may enforce, on behalf of Lenders, the obligations of the Indemnitor without first resorting to or exhausting any security or collateral or without first having recourse to the Notes, the Mortgages, or any other Loan Document or any of the Mortgaged Property, through foreclosure proceedings... | Label: Enforcements |
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