id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
5876a741-54a9-4927-b4a1-50f957785bc7 | Clause:
None, except as listed on Schedule 6.13 .
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, B... | Label: Subsidiaries |
b5d27dbe-2f27-4762-8ef6-ab78c7858d86 | 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, the Grant Agreement and these Units to the extent that it would... | Label: Governing Laws |
8f4d11ec-d46a-4a54-a981-2a33fc477702 | Clause:
The provisions of Sections 4, 5, 6, 7, and 8 shall survive the termination of this Agreement and Executive’s employment with the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Survival |
c1c96ccc-b682-43a5-ad1a-fc6b452922b3 | Clause:
This Agreement may be executed in any number of counterparts, including counterparts transmitted by electronic mail or facsimile transmission, each of which will be deemed to be an original and all of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types... | Label: Counterparts |
e71d0db1-63b2-4d95-9a0d-0d6c5d9562a4 | Clause:
Use of the masculine pronoun shall be deemed to include usage of the feminine or neuter pronoun where appropriate. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise indicated, references in ... | Label: Miscellaneous |
19f3cf0b-fe68-455c-91d4-2ade9924d121 | Clause:
Subject to the terms of this Section 3 , all unvested RSUs (taking into account any vesting that may occur upon the Participant’s Termination in accordance with Section 3(b) hereof) shall be immediately forfeited upon the Participant’s Termination for any reason.
Task: Classify this clause into ONE of these ty... | Label: Forfeitures |
4f644cff-2c95-4c37-9d14-fcbcf4445c6a | Clause:
Executive shall provide Executive’s reasonable cooperation in connection with any pending claim, litigation, regulatory or administrative proceeding involving the Company (or any appeal from any action or proceeding) arising out of or related to the period when Executive was employed by the Company. In the even... | Label: Cooperation |
764fb499-3cfb-42ce-a3ba-eb86451a5ab7 | Clause:
Unless otherwise indicated, words and terms which are defined in the Advance Formula Agreement have the same meaning where used herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Definitions |
5cce0746-ee92-43c4-9663-0f546decaaff | Clause:
This Release shall be inure to the benefit of the successors and assigns of Employer.
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... | Label: Successors |
84538e2d-835f-4085-b11c-75bd75984063 | Clause:
Neither the Company or any of its Affiliates, nor any director, officer or employee of the Company or its Affiliates shall be responsible or liable in any manner to any Participant, Beneficiary or any person claiming through them for any benefit or action taken or omitted in connection with the granting of bene... | Label: Indemnifications |
f502d878-2d94-42fa-869f-708ea5351b0d | Clause:
This Agreement shall be governed by law of the State of California (without reference to the conflicts of law provisions thereof).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Governing Laws |
80728320-cc4d-42ef-bbfe-172daf80491e | Clause:
Each Borrower (a) will pay and discharge, and cause each Subsidiary to pay and discharge, on a timely basis as and when due, all of their respective obligations and liabilities, except for such obligations and/or liabilities (i) that may be the subject of a Permitted Contest, and (ii) the nonpayment or nondisch... | Label: Payments |
76017eca-a8c2-4cb6-9880-afb624ffd15a | Clause:
This Guarantee may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. This Guarantee shall become effective when counterparts hereof executed on behalf of each Guarantor shall have been received... | Label: Counterparts |
8286e88b-2dcc-4556-b677-071f261950d5 | Clause:
Each Borrower agrees to indemnify each Bank and to hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of (a) default by such Borrower in payment of the principal amount of or interest on any Loan by such Bank, including, but not limited to, any such loss or ex... | Label: Indemnity |
99f61b67-38c4-45ee-b35d-58c14e2c8121 | Clause:
(a) Subject to the applicable limitations set forth in the Security Documents, Holdings and the Borrower will, and will cause each Subsidiary Guarantor to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recordi... | Label: Further Assurances |
5c1f2e90-4231-4181-9630-6491a94f9aac | Clause:
To the extent not preempted by federal law, this Plan, any Award Agreement, and documents evidencing Awards or rights relating to Awards will be construed, administered and governed in all respects under and by the laws of the State of Alabama, without giving effect to its conflict of laws principles. If any pr... | Label: Governing Laws |
6a64726f-6290-41bb-b86e-2f8e4de46ed5 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TO... | Label: Waiver Of Jury Trials |
501e9231-514f-4cde-910a-45dc9290563a | Clause:
Seller is not Insolvent and Seller has committed no an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition in bankruptcy filed against it, filed a petition or undertaken any action proceeding to be declared bankrupt, to liquidate its assets or to be dissolved. Th... | Label: Solvency |
96cc8130-41e8-485f-86a3-d9da3fd83beb | 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 the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $1,000,000 of ... | Label: Closings |
1a30ce01-1726-457d-aa25-3f69706c039f | Clause:
The Company hereby indemnifies and holds you harmless against any and all losses, claims, suits, judgments, damages, liabilities, costs or expenses, including reasonable legal fees and expenses, to which you may become subject in connection with the good faith performance of your responsibilities under this Agr... | Label: Indemnifications |
7ced8b3d-9300-4010-bd7f-802f6e2d674e | Clause:
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable ... | Label: Severability |
cf235248-266b-4267-8eb1-b10d39e6cc35 | Clause:
This Agreement, and the Shares purchased hereunder, constitute the entire agreement by and between the parties pertaining to the subject matter hereof and supersede all prior and contemporaneous understandings of the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Entire Agreements |
4490c74a-90c1-431b-ae65-0af4b93a7f10 | Clause:
Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower shall indemnify, defend and hold Lender Indemnitees harmless from and against any and all claims, liabi... | Label: Brokers |
c6ae4bc2-e555-4e9e-9888-1884e3ca4823 | Clause:
This Agreement may be executed and delivered in counterparts, including (without limitation) by means of facsimile transmission, email, PDF or other digital means, each of which shall constitute an original and all of which together shall constitute one and the same document.
Task: Classify this clause into ON... | Label: Counterparts |
88794d2d-9f68-4860-a3c4-8fc215261603 | Clause:
The written reports, financial statements, certificates and other written information (other than the most recent financial statements delivered by the Borrower pursuant to Section 3.01(k) or 5.02(a), (b) or (c)(i)), taken as a whole, furnished by or on behalf of the Borrower to the Agent or any Lender in conne... | Label: Disclosures |
ec53971f-165f-4308-a4c8-0cc807bd44e2 | Clause:
Seller is duly organized, validly existing, and in good standing under the Laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, ... | Label: Organizations |
cfa226d8-af36-484a-9787-68877e29da64 | Clause:
Sellers jointly and severally represent and warrant to Buyer that the statements set forth in this Section 3 are correct and complete at and as of the Effective Date and will be correct and complete at and as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Representations |
eb761110-1f5f-45d0-ba47-e6d75334aacc | Clause:
Borrower is duly organized, validly existing and in good standing under the laws of the State of New York, and is in good standing in each other jurisdiction where ownership of its properties or the conduct of its business requires it to be so, and Borrower has all power and authority under such laws and its or... | Label: Organizations |
9f4c52ff-d112-47a8-a082-2504876e4693 | Clause:
Upon payment in full of the Obligations, and termination of any further obligation of Agent and Lenders to extend any credit to Borrowers under the Financing Documents, this Agreement shall terminate and Agent shall promptly execute appropriate documents to evidence such termination.
Task: Classify this clause... | Label: Terminations |
c9039db5-4030-4fe0-96cb-87a417bc456d | Clause:
The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, equity and cash flows (i) as of and for the fiscal years ended December 31, 2015 and December 31, 2016, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for t... | Label: Financial Statements |
875bb35a-f71a-4c74-83b8-85eeb4a278af | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be made in accordance with the provisions of Section 5.4 of the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Notices |
1adceefc-ccd9-47fc-bbac-7173c09b1ad1 | Clause:
Promptly upon the reasonable request by the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-... | Label: Further Assurances |
42deb402-3fd5-4b10-a33e-fafae6282a55 | Clause:
The titles of the sections and subsections of this Agreement are for convenience of reference and are not to be considered in construing this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Titles |
f8790f73-a153-43e2-a0bd-91891636240b | Clause:
This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Amendment will become effective when duly executed and delivered by each party hereto. Counterpart signature pages to this Amendment... | Label: Counterparts |
9f2e6a94-5593-4947-9a5b-cf5e895fa6ef | Clause:
The Committee shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising ... | Label: Tax Withholdings |
67cbbce1-cee2-47f2-a9b7-3c7cb730c8d0 | Clause:
The representations and warranties of the parties contained in this Agreement shall survive for twelve (12) months following the Closing, except that ( i ) the representations and warranties of the Company contained in Sections 2.1 , 2.3(a) and Section 2.4 shall survive until sixty (60) days following the expi... | Label: Survival |
987ba345-2c6f-4ce8-b6ad-0064bd3f65ba | Clause:
This Agreement is intended by the parties to constitute the entire agreement between the parties in respect of the subject matter contained herein. This Agreement supersedes any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral, with respect to th... | Label: Entire Agreements |
4197fdc2-fb24-431f-b756-c661c47f2795 | Clause:
The Company may deduct and withhold from any cash otherwise payable to the Optionee (whether payable as salary, bonus or other compensation) such amount as may be required for the purpose of satisfying the Company’s obligation to withhold Federal, state or local taxes. Further, in the event the amount so withhe... | Label: Tax Withholdings |
db19d4ba-5e39-47e2-acff-7a1b09511aad | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under the Company’s Certificate of Incorporation or the... | Label: No Conflicts |
6f22a461-6ba3-4943-8884-4cbc7353d633 | Clause:
THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES ARE NOT MANDATORILY APPLICABLE BY STATUTE AN... | Label: Governing Laws |
f9553f2a-f3a5-4dba-bb4d-3268f0c84ca3 | Clause:
The terms of this Agreement, collectively with the Confidentiality Agreement between the Company and Executive entered into on or about the date herewith (the “Confidentiality Agreement” ), and the Indemnification Agreement, is intended by the Parties to be the final expression of their agreement with respect t... | Label: Entire Agreements |
9f465faa-a66a-4d3b-81e5-177241712f54 | Clause:
Without limiting the foregoing, Landlord shall have the right (but not the obligation) to do any of the following upon an Event of Default: (a) sue for the specific performance of any covenant of Tenant as to which it is in breach; (b) enter upon any portion of the Premises, terminate this Lease, dispossess Ten... | Label: General |
2fdc5380-90ad-4d9e-9fa6-cc1745015364 | Clause:
This Agreement shall come into effect as of the Term Start Date and shall expire on the earlier of the Term End Date, or the Termination Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Terms |
5d2a6e95-2624-46cf-8169-5990bc47b380 | Clause:
Except as otherwise specified herein, all notices required or permitted to be given under this Slot Security Agreement shall be in conformance with and subject to the terms of Section 10.01 of the Credit Agreement. All such notices shall be delivered to the respective addresses for the Grantors and the Collater... | Label: Notices |
f27bc956-bc07-4e79-a3d9-e679b1449d3f | Clause:
This Agreement shall be governed in all respects, including validity, interpretation, effect and enforcement, by the laws of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Governing Laws |
755de228-ce77-4f6d-811d-89c4f916df09 | Clause:
No action, suit, proceeding or investigation is currently pending or, to the knowledge of the Company, has been threatened in writing against the Company that: (i) concerns or questions the validity of this Agreement; (ii) concerns or questions the right of the Company to enter into this Agreement; or (iii) is ... | Label: Litigations |
29ab429f-2fa9-4aa7-a0c7-b23eb7bf5081 | Clause:
This Guaranty Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement and it shall not be necessary in making proof of this Guaranty Amendment or any counterpart hereof to produce or account for any of the other ... | Label: Miscellaneous |
15bc7baf-ec38-46ea-a1e8-fd9182482430 | Clause:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVESTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, EQUITY, TORT OR ANY OTHER THEORY. THIS WAIVER... | Label: Waiver Of Jury Trials |
3ec62b7e-5919-4c08-8cd9-92b3729baa22 | Clause:
If Employee’s continuous employment with the Company or its Subsidiaries or Affiliates terminates for any reason whatsoever before his interest in all of the shares of Stock received pursuant to this Performance Stock Grant have become nonforfeitable under Section 3, then he shall (except as provided in Section... | Label: Forfeitures |
7a72e1d5-a43c-4d36-ae9f-ff9867cd7358 | Clause:
Party B hereby grants to Party A the exclusive right and option to purchase 100% assets and shares of Party C held by Party B. And in accordance with article 1 (3) of this agreement, Party A has the right to purchase all or part of the asset of Party C. This exclusive right and option to purchase cannot be with... | Label: Warranties |
d9934f4e-ba1e-4c8f-b956-e5de56c021f4 | Clause:
The Confidential Information Agreement described in Section 8 hereof and attached hereto as Schedule A shall 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, ... | Label: Survival |
3cac11a3-ba62-4768-8ea0-15305daa870d | Clause:
Each of the parties agrees that it will promptly execute and deliver all such documents and instruments as may be necessary and appropriate to effectuate the terms of this Agreement. The parties agree that monetary damages would be inadequate to remedy a breach of this provision and that specific performance is... | Label: Further Assurances |
0272a279-d5ee-409c-854f-ed853507b469 | Clause:
This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws of the State of Florida, without giving effect to the principles of conflicts of law thereunder. Each of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising un... | Label: Governing Laws |
67052f52-96af-41b0-a3f9-6137878901c0 | Clause:
All notices, invoices, payments, and other communications made under this Agreement (each, a "Notice") shall be in writing and sent to the appropriate party at the address set forth for such party on the signature page below, or at such other address as such party may designate by ten (1) days advanced Notice t... | Label: Notices |
9a9b2de1-2fd7-465c-ac97-fb5f211d51c3 | Clause:
The term of this Agreement shall commence on the Effective Date and continue until terminated in accordance with the provisions hereof (the “Term”). The Executive’s employment with the Company will continue to be “at will,” meaning that the Executive’s employment may be terminated by the Company or the Executiv... | Label: Terms |
3f3ab6f7-738e-4163-97ec-136e9e12e620 | Clause:
If any one or more Sections or other portions of this Agreement are declared by any court or governmental authority to be unlawful, invalid, void or unenforceable, such unlawfulness, invalidity or unenforceability shall not serve to invalidate any Section or other portion not so declared to be unlawful, invalid... | Label: Severability |
273ecb06-1d2e-4bcf-a2d2-056a15fc6c73 | Clause:
Article and Section headings used herein are for convenient reference only, and are not a part of this Agreement. All Exhibits are incorporated herein by this reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Headings |
5500e9a6-1069-4a69-a185-815efe7765d2 | Clause:
By its execution hereof, each Credit Party (a) acknowledges and consents to all of the terms and conditions of this Agreement, (b) affirms all of its obligations under the Loan Documents and acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the... | Label: Consents |
3a1fcef5-e3e8-4bae-bbbb-8eda40aadf35 | Clause:
The Executive shall be entitled to participate in such employment benefits, including but not limited to a Section 401(k) retirement plan, health, dental, life insurance, and long term disability plans as are established by the Company and as in effect from time to time applicable to executives of the Company. ... | Label: Benefits |
7e7052fd-62bc-4d60-8982-fda8cc04848a | Clause:
As of the Refinancing Effective Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12 , and all of the outstanding Equity Interests in the Borrower and the Material Subsidiaries have been validly issued, are fully paid and nonassessable... | Label: Subsidiaries |
7c6f7e5c-2b14-4979-aa69-fbfda437b66a | Clause:
By signing this letter agreement, and as a condition to your employment with the Company, you agree to sign the enclosed Arbitration Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Arbitration |
5364b727-3e4d-4bf5-9885-630c69300765 | Clause:
Except as provided in Section 2.17 , each payment and prepayment of principal of the Loans, and, except as provided in each of Section 2.2(e) and Article 10 , each payment of interest on the Loans, shall be made to the Lenders pro rata on the basis of their respective unpaid principal amounts outstanding immedi... | Label: Payments |
bcc6124b-c0ae-4829-88f3-17c68d514d77 | Clause:
Each of Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transacti... | Label: Approvals |
9f140a44-8233-4151-979a-4d79ba79117e | Clause:
Lender shall have the right to approve, before issuance, any press release or any other public statement with respect to the transactions contemplated hereby made by the Credit Parties; provided, however, that the Credit Parties shall be entitled, without the prior approval of Lender, to issue any press release... | Label: Publicity |
43b56ab4-8a7d-4155-b9c8-7068a974c2a8 | Clause:
The titles of the Sections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of any of the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Titles |
c0d11a63-4256-4224-a150-1808552e7d29 | Clause:
Upon Participant’s Termination for any reason, all Unvested Shares shall immediately be forfeited to the Company, and all rights of Participant to such Unvested Shares shall immediately terminate as of Participant’s Termination Date. In case of any dispute as to whether Termination has occurred, the Committee s... | Label: Terminations |
014aa771-0ea7-4f30-b597-7ea77a9be66e | Clause:
The Article headings in this Agreement are included for reference only. They are not a part of this Agreement and shall not affect the interpretation and construction of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Headings |
184fed49-36da-43aa-91f0-95e17b249547 | Clause:
The Company has timely 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 exhibi... | Label: Financial Statements |
b83767dc-7c46-4d13-9030-a25ae2462c49 | Clause:
The Recipient acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Recipient the amount of any federal, state, local or other taxes of any kind required by law to be withheld with respect to the actions contemplated by this Agreement in any manner permi... | Label: Withholdings |
1a606c7c-5e6b-4e3d-a8cc-481ccd6172e8 | Clause:
Customer represents and warrants that (i) it has the legal right and authority, and will continue to own or maintain the legal right and authority, during the term of this Agreement, to place and use any Customer Equipment as contemplated under this Agreement; (ii) the performance of its obligations and use of ... | Label: General |
f147313b-f37a-4361-9ee0-a0ea17e62034 | Clause:
An Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing.
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, Authoriz... | Label: No Waivers |
e1331840-3000-4ff2-9f85-067746d4f1a0 | Clause:
Subject to the terms and conditions set forth in this Agreement, the US Co. hereby offers, and the Executive hereby accepts, employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Employment |
8b807fcb-6bf1-44f2-a303-bdca4b0369b1 | Clause:
The Company and the Sponsor shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreemen... | Label: Remedies |
f1d8f302-a3b4-48bc-81b6-6afb458ae9f3 | Clause:
To induce the Agent and the Lenders to enter into this Agreement and to continue to make advances pursuant to the Credit Agreement (subject to the terms and conditions hereof), the Borrower hereby acknowledges and agrees that, as of the date hereof and the First Amendment Effective Date, and, in each case, afte... | Label: No Defaults |
02ea19cf-9d8f-4150-94ec-691c3e42156c | Clause:
This Agreement and the Executive's employment under this Agreement shall terminate immediately and automatically upon the Executive's death .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Death |
5e539485-cbc3-40b3-a45f-b85d6ac38b96 | Clause:
This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be detached therefro... | Label: Counterparts |
8d118b8b-78b3-440c-b7b1-b474e8101502 | Clause:
The Company hereby agrees to employ Employee as the Company’s Chief Financial Officer and Employee hereby agrees to serve the Company in such position, subject to the terms and provisions of this Agreement subject to the authority and direction of the Board of Directors of the Company or its designee. Employee... | Label: Employment |
5fe00499-6911-450f-8fbc-d228b64996fd | Clause:
As a condition to the delivery of the Shares received in settlement of PSUs pursuant to Section 7, the Company, at its option, may require Grantee to execute a general release on behalf of Grantee and Grantee’s heirs, executors, administrators and assigns, releasing all claims, actions and causes of action agai... | Label: Releases |
d4de5703-4d60-4224-9ad2-36e93a3178e7 | Clause:
All terms that by their nature and context extend beyond the expiration or termination of this Agreement shall survive its termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Survival |
270bee6a-045b-4c24-96fc-a1ae97d5e375 | Clause:
All representations and warranties made in this Agreement or any other Loan Document will survive the execution and delivery of this Agreement, and no investigation by Credit Parties or any closing will affect the representations and warranties or the right of Credit Parties to rely upon them.
Task: Classify t... | Label: Warranties |
2554def3-7acf-47c1-b66e-63f4eeec4898 | Clause:
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in the State of New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the a... | Label: Arbitration |
87377cb7-e8bf-4733-95fa-416087dfc5b6 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
19612cb3-9286-48e5-94db-184ba672dd46 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of California, applicable to the performance and enforcement of contracts made within such state, without giving effect to the law of conflicts of laws applied thereby. In the event that any dispute shall occur between th... | Label: Governing Laws |
f8264aad-7c01-4ba9-aada-3c4c231d2f0a | Clause:
As of the Effective Date, there are no actions, suits, proceedings or counterclaims (including derivative or injunctive actions) pending or, to the knowledge of the Borrower, threatened against any Loan Party that would reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into O... | Label: Litigations |
2819d235-1a31-49c1-879f-fe93c58cedc5 | Clause:
Any notice required or permitted to be given under this Agreement shall be sufficient, if in writing, sent by mail to his last known residential address in the case of Employee, or hand delivered to Employee, or to its principal office in the case of Mast.
Task: Classify this clause into ONE of these types (ex... | Label: Notices |
894ffd55-ae85-4b7d-937e-16065348cb73 | Clause:
The Executive shall be entitled to four weeks of paid vacation each year during the Term, which shall accrue each January 1 during the Term. The Executive will use his reasonable efforts to schedule vacation periods to minimize disruption of the Company’s business.
Task: Classify this clause into ONE of these ... | Label: Vacations |
475213ce-9614-46d9-9fd8-0aab20d631c2 | Clause:
This Agreement and all claims, causes of action, disputes or controversies based upon, arising out of or relating to this Agreement or the negotiation, execution, performance, non-performance, interpretation, termination or construction of this Agreement or the transactions contemplated hereby (whether arising ... | Label: Governing Laws |
3248f4cf-16a8-4b42-9038-722e684b1485 | Clause:
To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on exec... | Label: Notices |
5145a710-e73c-4a34-afd5-26200fb06a8e | Clause:
This Agreement shall create a continuing security interest in the Collateral and shall (i) be binding upon the Grantors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other S... | Label: Assignments |
64d12939-bb1e-4a9f-a69e-5e144a39760b | Clause:
The Agreement shall be governed by and construed in accordance with the laws of the [ * ] , without regard to the conflict of law principles thereof that may dictate application of the laws of any other [ * ] , or the [ * ] as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Applicable Laws |
72797c22-6c5c-4c78-ab46-3e440a031d43 | Clause:
This Agreement shall be effective from __________, ___ 20__, (“the Commencement Date”), through _____________, (“the Termination Date”), unless amended by subsequent written agreement of the parties or terminated as provided herein. The Employee shall be considered a full-time employee as of the Commencement D... | Label: Terms |
cdb3ca69-dec1-4731-aac3-10a7330ab2bb | Clause:
Each Investor will pay the principal amount for the Convertible Notes as is set forth beneath its name on the signature pages hereof, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, simultaneously with delivery by the Company to each Investor of the Co... | Label: Payments |
4dc8ff29-5a31-4342-a6f5-7c9fa63823ef | Clause:
The Buyer acknowledges that it does not intend to withhold on any portion of the Cash Consideration payable to the Seller on the Closing Date, provided that the Seller furnishes the Buyer with such duly executed forms or other documentation as is necessary to establish that no amounts are required to be withhel... | Label: Withholdings |
9ebe3658-9309-404a-a6e2-e76fb4c909be | Clause:
This Agreement shall be governed by the internal law of the State of Delaware, without reference to applicable principles of laws that would require the application of the law of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Governing Laws |
ed1f265e-4c81-49c7-b367-ecad9a724833 | Clause:
To the extent Lender is an entity, Lender is duly incorporated, validly existing and in good standing under the laws of the state of organization, with full power and authority (corporate and other) to own, lease, use and operate its properties, if any, and to carry on its business as and where now owned, lease... | Label: Organizations |
a92e1130-02bb-45cd-b93c-f2a550f5e131 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 1,000,000,000 shares of Common Stock, of which approximately 656,110 shares are issued and outstanding; and (ii) 5,000,000 shares of preferred stock, of which approximately 5,944.5 are issued and outstanding. Except No shares ar... | Label: Capitalization |
76d05e45-6da0-497c-9583-336f06162cb0 | Clause:
The Company and its Subsidiaries have paid all U.S. federal, and all material state, local and foreign taxes and filed all U.S. federal income Tax Returns and all other material Tax Returns required to be paid or filed through the date hereof; and except as otherwise disclosed in the SEC Filings or as would not... | Label: Taxes |
1a02de0b-8adf-4161-a286-02c9af7ec7f8 | Clause:
Upon full satisfaction or other termination of the Obligations (i) the Secured Party shall release and return to Debtor all of the Collateral and any and all certificates and other documentation representing or relating to the Collateral and (ii) the security interests provided for under this Agreement shall be... | Label: Terminations |
21d0f6f6-5390-4ae8-b48e-82b17f52bfb4 | Clause:
Each of the Loan Parties will, and will cause its Restricted Subsidiaries to, pay and discharge all material Taxes imposed upon it or upon its income or profits, or upon any properties or assets belonging to it, and all material fees or other charges for all lawful claims which, if unpaid, could be reasonably e... | Label: Taxes |
7c8aa0c5-e2b0-4686-a5d1-d856d68ce982 | Clause:
The Company will, and will cause each of the Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, including, without limitation, all Environmental Laws, Anti-Corruption Laws and applicable Sanctions Laws, except where the failure to... | Label: Compliance With Laws |
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