id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
52fc145c-83b0-4fb6-b66c-d89b212e3413 | Clause:
Borrowers may request, convert or continue Loans, select interest rates and transfer funds based on telephonic or e-mailed instructions to Agent. Borrowers shall confirm each such request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs... | Label: Notices |
d0569c15-fa2f-47c0-b41d-932466e28505 | Clause:
This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Counterparts |
4114c716-9316-4cfd-9565-58fb175e7b0a | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and Purchaser agrees to purchase, that number of Shares and Warrants equaling the Subscription Amount.... | Label: Closings |
078abcaa-0373-44d2-8805-b04e3b8de6cf | Clause:
Any legal action or proceeding with respect to this Agreement shall be brought in the courts of The Commonwealth of Massachusetts or of the United States of America for the District of Massachusetts. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of it... | Label: Jurisdictions |
4d381ddf-ef92-4581-85e7-6c9ba17b63ce | Clause:
The Company shall bear all expenses associated with administering this Plan, including expenses of issuing Common Stock pursuant to any Awards hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Costs |
2dbcdb4e-4218-4f7c-8943-0e98c3df2d82 | Clause:
The validity, interpretation, and performance of this Agreement will be governed by the laws of the State of Delaware, without reference to the choice of law principles or rules thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Governing Laws |
a82bbd38-4c06-4436-a1f7-db424989d682 | Clause:
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Waivers |
99e04238-d03c-4202-809b-4dccd5660ea1 | Clause:
This Award Agreement will be governed by the laws of the State of Delaware without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of A... | Label: Governing Laws |
dafa3adb-a976-491c-b554-9ac923c4f608 | Clause:
This Letter Agreement may be executed in two or more counterparts, each of which shall be an original, and all of which shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Counterparts |
4c61f830-2e57-4839-90ab-e76c67952997 | Clause:
The capitalization of the Company is properly reflected by the SEC Filings.
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: Capitalization |
37fdbca9-6f54-4a45-98a9-7bb6ce768491 | Clause:
Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Consent... | Label: Interpretations |
b33dee56-f314-49be-983e-23f398f54f5e | Clause:
Borrower will diligently fulfill in all material respects its duties and obligations under each Approved Servicing Agreement, and not be declared in writing by a counterparty to any such Approved Servicing Agreement to be in material default; provided that the Borrower shall not be in breach of this covenant if... | Label: Duties |
3aea99ea-2359-48ee-b639-61964037089d | Clause:
Tenant shall, at its own expense, provide, install and maintain in good condition all of Tenant ’ s Personal Property required in the conduct of its business in the Premises. Tenant shall pay before delinquency any and all taxes, assessments, license fees and public charges levied, assessed or imposed against ... | Label: Taxes |
05cdfdc7-f394-4139-ab93-b579369782c4 | Clause:
No claim, action, suit or proceeding shall have been instituted or shall be threatened by any person which seeks to prohibit, restrict or delay consummation of the terms of this Agreement, or any of the conditions to consummation of such fulfilling of the terms of this Agreement, or to subject TCA CRESENT to li... | Label: Litigations |
9e370de8-a6c8-4d29-82ab-6dee58a39c94 | Clause:
Except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents and the Liens permitted to exist on such Grantor’s Collateral under the Loan Documents, such Grantor owns each item of Collateral material to its business, in all material respe... | Label: Titles |
02d8d9d6-4b04-45de-9c60-97c118c3df60 | Clause:
Each of the Borrower, BPI and their respective Subsidiaries will conduct its businesses in a manner that will not result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Bank, Arranger, Agent, Fronting Bank, or otherwise) of Sanctions, t... | Label: Sanctions |
1ff7b86e-f72c-4784-8b2a-802d8020dd3a | Clause:
No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordin... | Label: Transactions With Affiliates |
b5e9e6dc-33d3-43f2-a7b7-40fb4cb345d4 | Clause:
To Buyer’s knowledge, no director, officer, key employee or consultant of Buyer is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could materially affect his ability to be and act in his respective capacity of Buye... | Label: Confidentiality |
db66a1a1-2752-4f7a-bb79-5109be2a2108 | Clause:
If during the Term the Executive shall become physically or mentally disabled (a “Disability”), whether totally or partially, such that the Executive is unable to perform the Executive’s principal services hereunder for (i) a period of not less than ninety (90) consecutive days or (ii) the eligibility waiting p... | Label: Disability |
d913153d-bc7f-4de2-9201-1e8c19ab9ebf | Clause:
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number... | Label: Notices |
640156b7-3188-46c0-a99c-6cb5a01dae47 | Clause:
In the event of any litigation between the parties relating to this Agreement and their rights hereunder, the prevailing party shall be entitled to recover all reasonable litigation costs and reasonable attorneys’ fees and expenses from the non-prevailing party.
Task: Classify this clause into ONE of these typ... | Label: Expenses |
ba43af74-6e12-44bc-8138-ca11a6732af7 | Clause:
This Agreement can be assigned by the Bank and shall be binding and inure to the benefit of the Bank, its successors and assigns. No right, obligation or duty of this Agreement may be assigned by Employee without the prior written consent of the Bank.
Task: Classify this clause into ONE of these types (exactly... | Label: Assignments |
5590f22e-719b-4ea1-8ada-7ee5b5b881bb | Clause:
The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies not Affiliates of the Borrowe... | Label: Insurances |
dddbd5a8-5590-487c-9138-ff77464911c8 | Clause:
This Agreement embodies the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof, and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written, in regard to the subject matter hereof or thereof.
Task: Cl... | Label: Entire Agreements |
945e3ffc-050a-449f-9a6a-6980bf8cec2c | Clause:
Any provision of this Second Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdicti... | Label: Severability |
4ecdc55b-7f0f-4bc7-adcf-9d402c28d004 | Clause:
(i) One Hundred Percent (100%) membership interests of WelNess and Integrity are issued and outstanding, with 25% held by McKinney, 25% held by Guest, 25% held by Gardner, and 25% held by Loudermilk; (ii) One Hundred Percent (100%) membership interests of LGMG, LLC d/b/a Verifi Resource Group are issued and out... | Label: Capitalization |
9d927fd5-a981-4e03-9cb4-5b385bc18a7d | Clause:
Any modification or waiver of any provision of this Agreement, or any consent to any departure by any party from the terms hereof, shall not be effective in any event unless the same is in writing and signed by Agent, Senior Lenders and Subordinated Creditor, and then such modification, waiver or consent shall ... | Label: Modifications |
70d46d8d-f178-4b49-ba46-463ccc394938 | Clause:
(a) This Agreement shall be governed and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed therein between residents thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Miscellaneous |
fd687053-d416-4a2d-b01c-06909b172f17 | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Applicable Laws, but if any provision of this Agreement shall be prohibited by or invalid under Applicable Laws, such provision shall be ineffective to the extent of such prohibition or inv... | Label: Severability |
f5281b0a-29f1-43c5-98e5-96d607558ff5 | Clause:
The execution, delivery and performance by Purchaser of its obligations under this Agreement and all agreements contemplated hereby will not contravene any provision of applicable law, the certificate of limited partnership of Purchaser, the OP Partnership Agreement or other constituent document of Purchaser, o... | Label: Consents |
7dca5e33-deaa-4e0f-a84c-cde7c0d39789 | Clause:
Upon delivery to Agent of an assignment notice in the form of Exhibit B and a processing fee of $3,500 (unless otherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 13.3 . From such effective date, the Eligible Assignee s... | Label: Effective Dates |
0632db3f-0111-475d-8bab-5ce61cd39d75 | Clause:
Each Guarantor agrees that it will from time to time, at the request of the Administrative Agent, do all such things and execute all such documents as the Administrative Agent may consider necessary or desirable to give full effect to this Guaranty and to perfect and preserve the rights and powers of the Lender... | Label: Further Assurances |
f9039e2c-9645-434b-a464-abd75cc862a7 | Clause:
(a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “ Benefitted Lender ”) shall receive any payment of all or part of the Obligations owing to it (other than in conne... | Label: Adjustments |
07d7b85d-b4ba-4b21-b203-f8a2596d936c | Clause:
Title to and risk of loss in Product purchased hereunder shall pass from Producer to Gavilon upon Delivery. Until such time, Producer shall be deemed to be in control of and in possession of and shall have title to and risk of loss in the Product.
Task: Classify this clause into ONE of these types (exactly on... | Label: Titles |
e87330ec-9e2c-41e9-bd8b-ddcbc59fbd7f | Clause:
Each person who is or shall have been a member of the Committee and each delegate of such Committee shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any ... | Label: Indemnifications |
4514cf00-ab92-423e-9900-71b9834c58e2 | Clause:
None of the Company or any Subsidiary is engaged or will engage, principally or as one of its important activities, in the business of extending credit for the purposes of “purchasing” or “carrying” any “Margin Stock” within the respective meanings of such term under regulation U of the Board. No part of the pr... | Label: Use Of Proceeds |
203f4f75-0a61-42a9-b2f9-3d9c940d9379 | Clause:
GenMark shall have the sole power, authority and discretion to enforce and exploit the GenMark Intellectual Property Rights and Inventions against third parties. Plexus shall cooperate and assist GenMark as requested by GenMark in any legal action to enforce such rights. All costs of any such legal action, incl... | Label: Enforcements |
fdf6cc32-d254-4766-8b5b-8158adba92ff | Clause:
(a) The Borrowers agree to pay the Agent on the Closing Date for the ratable benefit of the Lenders, an upfront fee of two percent (2.00%) of the aggregate principal amount of the Loans funded hereunder as of the Closing Date, which such fee shall be earned, due and payable on the Closing Date, and (b) the Borr... | Label: Fees |
8537cbb8-4a8c-4f16-98e9-6d7a34cf9e0a | Clause:
This Plan shall be governed and construed in accordance with the laws of the State of New Jersey, without regard to such state’s choice of law rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Applicable Laws |
5919c15c-33ec-4723-b41c-0e631ccb5ab3 | Clause:
This Agreement is the complete understanding between the parties regarding the subject matter of this Agreement and supersedes all prior agreements relating to the same subject matter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Entire Agreements |
af22640a-4b59-46e8-bbe9-942d654e9236 | Clause:
Comply with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected t... | Label: Compliance With Laws |
2ddba200-3b4b-49a7-b53d-59ec082a5f8b | Clause:
Either party may terminate this Agreement at any time on or after the Outside Date if the WMB Common Stock Offering has not been consummated by the Outside Date, provided that neither WMB nor Investor shall be entitled to terminate this Agreement pursuant to this Section 7 if there has been a material breach of... | Label: Terminations |
81f55942-33f3-44bf-a411-46993a4d9eb5 | Clause:
This Agreement, the Credit Agreement and the other Credit Documents, constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the ... | Label: Entire Agreements |
42223ba0-0d5a-4f1f-8c9c-3cbf4ce83a22 | Clause:
All corporate action required to be taken by the Board and stockholders in order to authorize the Company to enter into this Agreement, and to issue the Company Purchased Securities at the Closing, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necess... | Label: Authorizations |
7449c1b9-0cf2-426d-b824-6c2ab27b633a | Clause:
No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date or from the application of the proceeds therefrom.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: No Defaults |
9f8a66e6-2542-4ea2-9e84-5d1981dc084e | Clause:
The Parties recognize and acknowledge that a breach by such Party of any covenants or agreements contained in this Release will cause the other Parties to sustain damages for which such other Parties would not have an adequate remedy at law for money damages, and therefore each Party agrees that in the event of... | Label: Specific Performance |
688ab97d-d685-440b-b147-382a47c5e77c | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission (e.g., “pdf”) of an executed counterpart of a signature page to this Agreement shall be effective as ... | Label: Counterparts |
baf20880-d765-43eb-a0c6-f75f02b4c5be | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally (notice deemed given upon receipt), by facsimile (notice deemed given upon confirmation of receipt), email (followed by overnight courier service) or sent by a nationally recognized overnight cou... | Label: Notices |
0f19e693-d3ea-43f5-ab8d-bcf622582446 | Clause:
This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Any counterpart delivered via facsimile or other electronic transmission shall be deemed to be an original signature hereto.
Task: Classify this clause into ONE of th... | Label: Counterparts |
c44f5146-37d9-42b3-b926-008b6ee40892 | Clause:
Any amounts borrowed under the Line of Credit will be payable in one lump sum payment twenty-four (24) months after the date of the first withdrawal, including principal and any accrued interest. CMP is permitted to prepay any amounts owed without penalty or commission.
Task: Classify this clause into ONE of ... | Label: Terms |
c7035b58-dfe4-46c4-838e-4547cf880260 | Clause:
Effective Date means January 1, 2008.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Broke... | Label: Effective Dates |
0c034431-fbfe-4b54-a00d-409ebd78735c | Clause:
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by the Company and Executive. No waiver by any party hereto at any time of any breach by another party hereto of, or compliance with, any condition or provision of... | Label: Modifications |
8c8ee22d-e82b-42cc-850d-e0f1046ad519 | Clause:
The term of this Agreement (the “Term”) shall commence as of the date hereof and, unless terminated earlier as herein provided, shall end on December 31, 2018, provided that on December 31, 2018 and each December 31 thereafter (each such December 31, an “Expiration Date”), the Term shall automatically and witho... | Label: Terms |
272c94ea-2711-4027-aeb5-6d882d7253b0 | Clause:
Purchaser has all necessary power and authority to enter into this Agreement and the Assignment and Assumption Agreement and to perform all of the obligations to be performed by it under this Agreement and the Assignment and Assumption Agreement. This Agreement and the Assignment and Assumption Agreement, and ... | Label: Authority |
221cd4a3-3f32-443e-a986-1847241f19ad | Clause:
All amounts payable to Employee hereunder shall be subject to required payroll deductions and tax withholdings.
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: Withholdings |
d6b48822-1e63-41ce-8fef-0bf6fd19b35e | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys... | Label: Expenses |
e59e037a-a3b4-4e0d-8e47-b226706f4219 | Clause:
Greenwood Hall shall be solely responsible for reporting, withholding, and paying all employment-related taxes, and related deductions and payments, with regard to the Greenwood Hall employees, including, but not limited to, federal, state, and local income taxes, social security, Medicare, unemployment, and di... | Label: Taxes |
c1675731-ee61-4003-9ff4-676475766b7a | Clause:
The headings set forth in this Agreement are for convenience only and shall have no bearing whatsoever on the actual content of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Headings |
6f02b22f-70c6-4841-b624-bbcec2dc88d0 | Clause:
This Agreement may be executed in any number of counterparts, and with respect to any Subscriber, by execution of an Omnibus Signature Page to this Agreement and the Subscription Agreement, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together sha... | Label: Counterparts |
bcf607e6-1f3e-4974-9e0e-497088834ad3 | Clause:
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 Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included th... | Label: Financial Statements |
fd528bba-67a7-4fbf-bfc8-9a671a4ade22 | Clause:
The execution, delivery and performance of the Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Holder Waiver Shares and the reservation for issuance and issuance of Reserved Shares issuable upon... | Label: No Conflicts |
330ba266-6be8-461a-978f-41696916a301 | Clause:
You recognize and acknowledge that certain confidential business and technical information of Gannett Co., Inc. that includes, information relating to financial statements, customer identities, potential customers, employees, suppliers, servicing methods, equipment, program strategies and information, databases... | Label: Confidentiality |
b6f2e3bb-068c-4260-b0b0-6ec4343a1677 | Clause:
The provisions of this Section 8 survive the termination 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, B... | Label: Survival |
0b165c16-1360-4f5c-b2c8-c2c59530cef4 | 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 Maximu... | Label: Terminations |
1561c1e2-28c6-46c7-9e09-696ecedd3dd4 | Clause:
An Eligible Employee may participate in the Plan pursuant to Section 3(a) by (i) submitting to the Company’s stock administration office (or its designee), on or before a date determined by the Administrator prior to an applicable Offering Date, a properly completed subscription agreement authorizing Contributi... | Label: Participations |
96026680-dd69-4be4-87d4-5d2715c56c4f | Clause:
The provisions of this Award Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding... | Label: Severability |
b7cacfc0-2027-4173-9773-25b4f352c5a6 | Clause:
The Company shall pay Manager an annual base salary of $252,049 per fiscal year, payable in accordance with the Company’s customary payroll practices for management employees. The Chief Executive Officer or his designee may review and adjust Manager's base salary from year to year; provided, however, that duri... | Label: Base Salary |
64f765df-e247-4a3f-b79a-3a6ace213777 | Clause:
Each of the undersigned hereby represents and warrants that this Supplement has been duly authorized, executed and delivered by it and that this Supplement and the Guaranty constitute the legal, valid and binding obligation of each of the undersigned, enforceable against it in accordance with its terms (except ... | Label: Representations |
9e5267f3-01c5-4ec6-b7c6-cd6c9a36f45b | Clause:
If a claim, dispute, or controversy arises between the Loan Parties and Lender with respect to the Loan Documents, or any other agreement or business relationship between the Loan Parties and Lender whether or not related to the subject matter of this Agreement (all of the foregoing, a “ Dispute ”), and only if... | Label: Arbitration |
f4c12280-fcc3-42d4-9ce7-f9a8d3886deb | Clause:
The Plan shall be administered, interpreted and enforced under the laws of the State of Florida without regard to conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Governing Laws |
7301be61-10e8-4425-a8ec-c4849d0d4a81 | Clause:
Whenever possible, each provision in this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity,... | Label: Severability |
a57c12a9-2a17-4509-a160-f9db1e6d0660 | Clause:
The terms and provisions of this Agreement may only be amended, modified or waived at any time and from time to time by a writing executed by the Company and Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, the Majority Holders; provided , that , any amendment, modificati... | Label: Amendments |
83e88b85-068b-4f00-9c24-3a16999a654b | Clause:
All governmental and third party authorizations, approvals, consents or clearances necessary in connection with the issuance or sale pursuant to this Agreement, the Plan and the Disclosure Statement of the New Common Stock (including the Rights Offering Common Stock, the Backstop Shares and the Put Option Premi... | Label: Approvals |
083507eb-6e85-4bcd-9103-b073712c47c5 | Clause:
Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction, including, without limitation, the purchase, sale, or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate of Borr... | Label: Transactions With Affiliates |
2db22834-2784-468e-b7f5-28d1c1816921 | Clause:
At the time hereafter that any Subsidiary of the Borrower is created or acquired, Borrower will (a) promptly take all action necessary to comply with Section 5.15, (b) promptly take all such action and execute and deliver, or cause to be executed and delivered, to the Administrative Agent all such opinions, doc... | Label: Subsidiaries |
47b79d4a-e684-494c-95f1-a0674ab82ac9 | Clause:
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Defined Terms |
2f677b60-5805-46c6-9e27-86e3fe3d8d99 | Clause:
Neither this Escrow Agreement nor any right or obligation hereunder shall be assignable by any Party without the prior written consent of YCIG. This Escrow Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective legal representatives, successors and assigns.
Task: Cl... | Label: Assignments |
f459bbff-d594-430d-8976-b16c679ae84a | Clause:
All representations and warranties made under this Agreement and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied u... | Label: Warranties |
5c4d6323-3468-4651-b584-3e7ac18071c9 | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that could reasonably be expected to be integrated with the offer or sale of the Shares or the Warrants in a manner that would require the registr... | Label: Integration |
24ac551f-cec8-4d44-9f76-d8aea46be01e | Clause:
This Ninth Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Counterparts |
c6332a4c-82aa-4a13-bbd0-53f051b03bbc | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OR CHOICE OF LAW PRINCIPLES).
Task: Cl... | Label: Governing Laws |
1fed8b98-f7e7-4740-a5e6-7e550d7fe7ec | Clause:
For purposes of this Section 5.8, the term “Lender” includes any Fronting Bank.
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 Salar... | Label: Taxes |
80fa4b4f-0377-4c93-9015-09f62ca7c2fe | Clause:
During and after the Executive’s employment, the Executive agrees to reasonably cooperate with the Corporation to (i) apply for, obtain, perfect and transfer to the Company Group the Work Product as well as an Intellectual Property Right in the Work Product in any jurisdiction in the world; and (ii) maintain, p... | Label: Further Assurances |
53a9860d-1f25-43d6-aa16-4560955d2ec2 | Clause:
Capitalized terms defined in the Stockholders’ Agreement and not otherwise defined herein are used herein as so defined in the Stockholders’ Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Defined Terms |
cf68574b-6648-4c8b-9dde-511279be3330 | Clause:
The Employee agrees that any and all information, reports, other documents and other works (whether in an electronic format or otherwise) created by the Employee for or on behalf of the Employer during the Employee’s service with the Employer, whether or not developed on the Employer’s premises or equipment or ... | Label: Intellectual Property |
83a5e18e-dce7-452d-afd8-9f2088731338 | Clause:
AT THE OPTION OF THE SECURED PARTY, THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR ANY NEW YORK STATE COURT SITTING IN NEW YORK COUNTY; AND THE GRANTOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE GRANTOR C... | Label: Consent To Jurisdiction |
67b0c250-fd5a-41ab-bf2b-c73896f9e155 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuances of the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares and the re... | Label: No Conflicts |
63932683-25e3-4a81-91fc-de2e8bf6acb4 | Clause:
The Loan Documents embody the entire agreement and understanding among the Borrower, the General Partner, the Administrative Agent, the Issuing Bank and the Lenders and supersede all prior commitments, agreements and understandings among the Borrower, the Administrative Agent, the Issuing Bank and the Lenders r... | Label: Entire Agreements |
17ee4a3e-0e64-4e33-a40f-0420c863981d | Clause:
Administrative Agent shall have received counterparts to this Amendment, executed by the Loan Parties and each of the Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Amendments |
ae99ff52-9496-42d4-bfff-3c8406593288 | Clause:
The closing (the “ Closing ”) of the acquisition of the Shares by the Purchasers in consideration for the Consideration Shares (the “ Transaction ”) shall occur at the offices of counsel for the Purchaser, within two (2) Business Days after the date on which all of the conditions and obligations of the Parties... | Label: Closings |
4a82a337-ef1b-4c08-a757-2d219e7fdd99 | Clause:
Each of Borrowers hereby affirms and again makes the representations and warranties set forth in Section 5 of the Loan Agreement as of the date of this Amendment, except to the extent that any such representations and warranties refer specifically to an earlier date.
Task: Classify this clause into ONE of thes... | Label: Warranties |
7d07852f-c969-44f9-a403-b4581b70459d | Clause:
This Agreement has been duly and validly executed and delivered by such Seller and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid, legal and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, subjec... | Label: Enforceability |
7d58a025-ce93-4cde-a056-b4944f79e93c | Clause:
EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify th... | Label: Waiver Of Jury Trials |
9bdd4c66-33ef-4a81-906e-dc85790531b9 | Clause:
The Committee may amend, alter, modify, suspend or terminate the Award Notice or this Agreement at any time and from time to time, in whole or in part. Termination of this Agreement shall be subject to the consideration of the effects thereof under Section 409A of the Code.
Task: Classify this clause into ONE ... | Label: Amendments |
b1378c6e-75e2-4da8-9677-d4f0de411a8a | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facs... | Label: Counterparts |
001525bd-5627-4381-a0b3-64bbb8417e6a | Clause:
The parties hereby consent to the jurisdiction of the Superior Court or the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consen... | Label: Consent To Jurisdiction |
7a7f867a-b188-4c78-b55e-b3aae5980545 | Clause:
From the Effective Date until Closing, Seller shall continue to maintain the Property or cause the Property to be maintained in good condition and repair, and shall continue to maintain or cause to be maintained all insurance for the Property in the same or greater amounts, with the same or greater coverage, an... | Label: Insurances |
9c6920bb-94c8-4cba-8e0d-eaf1b3a29a5d | Clause:
To begin participation in the Plan, a Director shall properly complete and timely submit an Election Form in accordance with the Committee's rules. A Director shall become a Participant on the first day on which a deferral of an elected amount is first credited to the Participant's Account. The Committee or its... | Label: Participations |
95032bce-0ae8-4d3f-8b25-b6e4018bbdcd | Clause:
An Employee who exercises his or her SAR or right to surrender his or her Option shall (to the extent consistent with an exemption under Rule 16b-3 and as specified in the related Option Agreement or SAR Agreement) receive a payment in cash or in Stock, or in a combination of cash and Stock, equal in amount on ... | Label: Payments |
4b619c70-e8a0-4c8f-992f-faa1c6c96c90 | Clause:
The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when d... | Label: Authority |
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