id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f974da26-eff9-4960-bfef-6e8cf62b2fd0 | Clause:
If one or more of the conditions set forth in Section 3 hereof has not been satisfied on or before December 31, 2017 (the “ Termination Date ”), this Amendment shall automatically terminate on the Termination Date and shall be of no force or effect.
Task: Classify this clause into ONE of these types (exactly o... | Label: Terminations |
c1bf41b2-a745-4e74-afa7-fbf8c63c9c6b | Clause:
In connection with any registration under this Agreement, the Company shall pay all Registration Expenses, regardless of whether the registration becomes effective. Holders shall be responsible for all other expenses incurred in connection with such registration, including any underwriting discounts, selling c... | Label: Expenses |
7e1a33b6-846a-4104-b31e-691a622920ff | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY 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 OR ANY OTHER LOAN DOCUMENT ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS ... | Label: Waiver Of Jury Trials |
bdeeb8a2-fe62-4540-9f6b-85d78467b96f | Clause:
Employee is engaged and shall serve as President and Chief Executive Officer of Employer and, as may be requested by Employer from time to time, any other direct or indirect subsidiaries of Employer that may be formed or acquired. In addition, Employee shall have such other duties and hold such other offices as... | Label: Duties |
5d05e921-ac4f-4e19-ad68-045805b7caac | Clause:
All representations and warranties of Purchaser shall survive Closing for a period of six (6) months from and after the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Warranties |
867352d2-8ef6-450c-80ee-b13427d85eb8 | Clause:
The Company hereby appoints each of MLPFS, and TPG (each an “ Arranger ” and collectively, the “ Arrangers ”), in each case, acting alone or through or with branches or affiliates selected by it, to act as the joint lead arrangers. MLPFS in its capacity as Arranger is referred to herein as “ Lead Arranger .” Cr... | Label: Titles |
9626d4f8-6f62-41a5-9e1c-7ebea1121466 | Clause:
This Agreement (including the exhibits and schedules hereto) and the other Transaction Documents constitute the entire agreement, and supersede all other prior and contemporaneous agreements and understandings, both oral and written, among Lenders and Borrower with respect to the subject matter hereof.
Task: C... | Label: Entire Agreements |
75862924-e459-44b1-a072-6ac1b70cb288 | Clause:
The Account Party will (a) pay all reasonable and documented out-of-pocket expenses (including without limitation, reasonable and documented fees and disbursements of one primary counsel, and additional special or local counsel to the extent reasonably necessary) incurred by the Issuing Bank in connection with ... | Label: Indemnity |
5c4dc654-b651-4c46-8e21-104cacdfd0d6 | Clause:
Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to own the Collateral and to transact the businesses in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so q... | Label: Organizations |
9cbb7bc4-b9c0-4e3a-bada-73c5d0cfcc50 | Clause:
This Agreement and all transactions contemplated hereby shall be governed, construed and enforced in accordance with the laws of the State of Texas, without giving effect to the conflict of laws provisions thereof, and any action or proceeding seeking to enforce any provision of this Agreement. The venue shall ... | Label: Governing Laws |
a7269bf6-9252-4003-a1b0-94ef52dbc069 | Clause:
Schedule 3.08 sets forth as of the Closing Date a list of all Subsidiaries (with an annotation to identify the Immaterial Subsidiaries) and the percentage ownership interest of Holdings or the Borrowers therein. The shares of capital stock or other ownership interests so indicated on Schedule 3.08 are fully pa... | Label: Subsidiaries |
f9660915-db3e-4885-bb34-653f8cc69595 | Clause:
Each of Holdings and its Restricted Subsidiaries (a) has filed or caused to be filed all federal, state, provincial and other Tax returns that are required to be filed and (b) has paid or caused to be paid all taxes shown to be due and payable on said returns and all other taxes, fees or other charges imposed o... | Label: Taxes |
35417267-dc23-452c-902c-d13f6317a104 | Clause:
The Benefits Committee has full discretion to, through itself or through its delegates, construe the terms of the Plan and to resolve ambiguities and omissions that may arise in the operation or administration of the Plan (including without limitation the resolution of any questions of fact, interpretation or a... | Label: Construction |
fa4d6d17-5289-4141-8c98-422c07c87afe | Clause:
The rights of the Sponsor hereunder may be transferred, assigned, or otherwise conveyed on a pro rata basis in connection with any transfer, assignment, or other conveyance of Registrable Securities to any transferee or assignee (other than a transfer pursuant to a registration statement or under Rule 144 promu... | Label: Assignments |
966cdabc-fe1b-46b4-ad98-9e2cec3ededb | Clause:
All notices required to be given under this Stock Option Agreement or the Plan shall be in writing and delivered in person or by registered or certified mail, postage prepaid, to the other party, in the case of the Corporation, at the address of its principal place of business (or such other address as the Corp... | Label: Notices |
1a3a8d34-a6ca-42a2-b451-230300ee0c3e | Clause:
In addition to the fees required to be paid by Marine to SEACOR for the Services provided hereunder, Marine shall remit to the appropriate tax authorities (the “ Tax Authorities ”) any taxes required to be withheld by law from any fees payable to SEACOR hereunder. Marine shall submit to SEACOR evidence of payme... | Label: Taxes |
7228f5bf-68dd-424a-b8b1-12f4743d9196 | Clause:
During the Employment Term, the Employee will be entitled to receive a base salary (“ Base Salary ” ) at an annual rate of not less than $375,000 for services rendered to the Company, Linn Energy, and any of its direct or indirect subsidiaries, payable in accordance with the Company’s regular payroll practices.... | Label: Base Salary |
e7f11da3-c987-42d4-b1a9-0e3a0dd086d3 | Clause:
The rights of each of Owners and Buyer under this Agreement are cumulative and may be exercised as often as such party considers appropriate. The rights of each of Owners and Buyer under this Agreement will not be capable of being waived or varied otherwise than by an express waiver or variation in writing. Any... | Label: Waivers |
929a1d27-61b4-482b-960e-4b1c15f402e3 | Clause:
The Company hereby represents to the Noteholder that this Note has been duly authorized and that the individual executing this Note on behalf of the Company is duly authorized to do so.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Authorizations |
345780f0-fdaa-48f1-9f69-8d97ab93e9dd | Clause:
Borrower shall have paid, at or prior to the date of the extension of the 2017 Term Loan, all costs and expenses in accordance with Section 8.9 , to the extent then determined by Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Expenses |
87ae2af2-c33d-4312-905d-147f87998a13 | Clause:
Executive shall be entitled to paid vacation in accordance with the Employer’s vacation policy during the Ter m. Executive may use his vacation in a reasonable manner based upon the business needs of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Vacations |
5890c748-e2ad-4d0f-8317-499dd9139929 | Clause:
Each Assignee hereby makes represents and warrants to the Assignor that (a) such Assignee has full limited liability company power and authority to enter into this Agreement and to consummate the transaction contemplated hereby, and (b) this Agreement has been duly and validly executed and delivered by such Ass... | Label: Representations |
8518ce19-669d-4387-bd7b-19a6d0009562 | Clause:
Except as would not, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company is in compliance in all material respects with all presently applicable provisions of ERISA; (ii) no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in... | Label: Erisa |
f80bb0ce-b807-448d-b279-c5041c98e651 | Clause:
This Agreement may be executed simultaneously in two counterparts, each of which shall be deemed an original but 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, Applic... | Label: Counterparts |
c99920ee-fe71-4d9c-811c-f6d2218cf963 | Clause:
In any infringement action that DNP may institute pursuant to this Article 6 during the Term of this Agreement, the Company hereto shall, at the request of DNP and at DNP’s sole cost, cooperate reasonably in the prosecution of such action.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Cooperation |
a7673d2b-109f-44b7-b2f7-ef166117f635 | Clause:
If any provision of this Agreement is or becomes illegal, invalid or unenforceable under any law or regulation of any jurisdiction, it shall, as to such jurisdiction, be deemed modified to the least degree necessary to conform to the requirements of such law or regulation, or if for any reason it is not deemed ... | Label: Severability |
7ee0cb18-4d2c-4d04-9a09-df352deb309c | Clause:
Visa Inc. represents and warrants to the Administrative Agent and the Lenders that, as of the Closing Date, it is Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Solvency |
cfa5ca0d-6f19-402a-b13f-48167846f8f7 | Clause:
This Section 16(c) shall apply except to the extent otherwise provided in the Award Agreement or the employment agreement between a Participant and the Company or a Subsidiary of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Change In Control |
631f866b-3d51-4516-bfb2-20323552d396 | Clause:
This Agreement is the entire agreement between the parties concerning its subject matter, supersedes all prior agreements and understandings, whether or not written, and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.
Task: Classify this clause into ONE... | Label: Entire Agreements |
81963c7d-a36d-4387-9e0c-cf73edcd56ac | Clause:
Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate pro... | Label: Compliance With Laws |
842397b4-a782-4ae4-9c30-4a361fb9ec78 | Clause:
To the extent permitted through administrative procedures adopted by the Plan Administrator, in its sole discretion, if designated by a one-time irrevocable election by the Participant made on or before the date 30 days after the Employee first becomes eligible for this Plan (and any other any other plan mainta... | Label: Change In Control |
eab5bcb6-36d0-4d39-a424-a1d2e31e8fa0 | Clause:
This Agreement shall continue until the termination of the Employment 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 Sala... | Label: Terms |
eea49039-dbc3-469c-9c65-6e1cc53cdee4 | Clause:
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of t... | Label: Survival |
37f84ed2-a139-42ac-be62-a736e8e6cb37 | Clause:
No amendment, modification, or waiver in respect of this Agreement will be effective unless in writing and executed by the Party to be bound thereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Amendments |
b3971351-74e0-417c-bf9d-cc22585516b9 | Clause:
This Agreement contains the entire agreement between Employer and Employee, and supersedes any and all other previous agreements, written or oral, between the parties relating to the subject matter hereof, including, without limitation, the Prior Agreement. No amendment or modification of the terms of this Agre... | Label: Entire Agreements |
8627fbaf-1fc9-48c9-97eb-eff460a2adec | Clause:
Each Grantee shall be provided with an agreement specifying the terms of an Award. In addition, a certificate shall be issued to each Grantee in respect of Restricted Stock subject to an Award. Such certificate shall be registered in the name of the Grantee and shall bear an appropriate legend referring to the ... | Label: Agreements |
6a460346-aa17-4d5f-8a4e-6cdb73264436 | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of thi... | Label: Severability |
a365dfeb-a1be-4c02-897e-1fdb86e9270e | Clause:
The execution, delivery and performance of the Transaction Agreements by the Company, the issuance of the Securities and the consummation of the other transactions contemplated hereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under (... | Label: No Conflicts |
4d85392d-668f-4875-a9ce-cad88d5581e5 | Clause:
All of the Loan Parties’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder and resignation of the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Survival |
f76cdd83-4f09-4b25-8efb-082c1e9da033 | Clause:
During the Term and thereafter, Executive agrees not to disparage the Company or any of its affiliates or any of their respective directors, officers, employees, agents, representatives or licensees and not to publish or make any statement that is reasonably foreseeable to become public with respect to any of s... | Label: Non-Disparagement |
fa65c821-d909-410d-bd7d-10b01ae88b13 | Clause:
No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is to be asserted. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
Task: Classify this clause into ONE of th... | Label: Waivers |
c7f47541-1be1-4fbb-b833-436a2b7bdee5 | Clause:
In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with ... | Label: Severability |
9e2f64f8-8c41-47b0-8742-111c304e0526 | Clause:
No failure or delay by the Administrative Agent or any other Guaranteed Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enfor... | Label: No Waivers |
f22757c1-dfaa-446b-9331-6a0d81096e64 | Clause:
The Agent shall have received a notice with respect to such Borrowing or issuance, as the case may be, as required by Section 2.3.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Notices |
91fa0f61-5f4d-4d87-bb26-84188ef2a78b | Clause:
Pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise t... | Label: Taxes |
494993cf-797f-4c51-8fb7-680bc9775d9a | Clause:
All notices, approvals, requests, demands and other communications hereunder shall be delivered or made in the manner set forth in, and shall be effective in accordance with the terms of, the Note Purchase Agreement; provided, that, to the extent any such communication (i) is being made or sent to a Debtor that... | Label: Notices |
5fb78a6c-e455-4e1f-9879-2724ef5a9727 | Clause:
Borrower shall, and shall cause each Secured Guarantor to, promptly execute any further instruments and take further action as Agent reasonably requests to perfect or better perfect or continue Agent’s Lien in the Collateral or to effect the purposes of this Agreement or any other Financing Document.
Task: Cla... | Label: Further Assurances |
1b42d0a3-d97a-4b3c-8db5-de5fec2010e8 | Clause:
Captions preceding the sections hereof are inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Headings |
3aa47356-6b9b-488d-8d4c-2f3bf384469d | Clause:
Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstandin... | Label: Arbitration |
76f1eebb-3a7e-4525-94e1-a7d31d883b46 | Clause:
In the event of a breach or threatened breach by you of any of the provisions of this Agreement (including the General Release), you hereby consent and agree that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against... | Label: Remedies |
8a88f68a-d9ef-4a8d-b393-0fc1321dcb5d | Clause:
If (a) this Promissory Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Promissory Note or to enforce the provisions of this Promissory Note, or (b) there occur... | Label: Enforcements |
98d1fd87-0fc1-42cd-8353-b463ada946ca | Clause:
Any Funding Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent, Paying Agent, each Class A Managing Agent and the Class B Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Notices |
64c7671f-d0c3-48f2-a392-07ffaf7c9dc0 | Clause:
Failure of Borrowers to pay any regularly scheduled installment of principal, interest or other amount due under the Loan Documents within five (5) days of (and including) the date when due, or failure of Borrowers to pay the Loan at the Maturity Date, whether by acceleration or otherwise.
Task: Classify this ... | Label: Payments |
c7c4a189-f4eb-4277-b66e-fe2d2cd5fb58 | Clause:
The specific terms defined in this Article include the plural as well as the singular. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit ref... | Label: General |
fd1baab9-2a5e-4367-a6e8-910b3ddfc1d9 | Clause:
The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and 2(b) and, in the case of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one counsel (in addition to any local counsel) designated in writing... | Label: Expenses |
917205c1-5a23-4f12-a84a-10d3962ba6d3 | Clause:
(%3) Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) effect (i) any waiver, supplement, modification or amendment of (A) (x) any indenture, instrument or agreement pursuant to which any unsecured Material Indebtedness, any Indebtedness that is expressly subor... | Label: Agreements |
a2750aaf-f729-4fef-ba6e-6d07fe60d847 | Clause:
Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifyi... | Label: Notices |
5d8a9e5d-93fb-4f41-9062-28769c5e3d59 | Clause:
Subject to the other terms and conditions contained in this Agreement, the Restricted Period with respect to the shares of Restricted Stock or the Restricted Unit Award, as applicable, shall lapse on the second anniversary of the Grant Date, subject to any special terms and conditions applicable to the Particip... | Label: Vesting |
63ea5bfd-7515-4330-b810-c5231a41f23d | Clause:
The Company shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period retroactive to the Rejection Date and ending as provided in Section 1.4(a) hereof (the “ Employment Period ”).
Task: Classify this claus... | Label: Employment |
9071a704-5411-493d-9019-2dc797bb32cf | Clause:
The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Put Shares and the Underlying Shares, do not and will not: (a) ... | Label: No Conflicts |
e13ae5df-1c55-4ced-a324-76c29f4c2331 | Clause:
The term of this Agreement (the “Term”) will begin on a date mutually acceptable to Licensee and Programmer within five (5) business days after the date of HSR Clearance (as defined in the Purchase Agreement), and will continue until the date one (1) year after the date of this Agreement, unless earlier termina... | Label: Terms |
6c7bf05b-fe85-49fc-b95e-cb8bbab25953 | Clause:
Borrower will not, and will not permit any of its Subsidiaries to use the proceeds of any loan made hereunder or any proceeds of the DIP Term Loan for any purpose other than (a) on the Closing Date, (i) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, an... | Label: Use Of Proceeds |
01594bf4-6da2-4ab6-9080-a60f2eff33c8 | Clause:
This Agreement expresses the entire understanding between the Company and Mr. Vice on the matters it covers. It supersedes all prior discussions, agreements, understandings and negotiations between the parties on these matters; except that any writing between the Company and Mr. Vice relating to protection or n... | Label: Entire Agreements |
d7d0b6ca-f690-417d-8db4-b3e86a026e1b | Clause:
When the Nonqualified Option becomes Vested, you may exercise the Nonqualified Option in whole or in part, but only with respect to whole Option Shares. To exercise your Nonqualified Option, you must follow provisions of the Award Agreement and any instructions provided to you from time to time by the Company, ... | Label: Payments |
52018752-17a8-4a95-8207-7589906393cf | Clause:
This Agreement (a) constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to such subject matter; and (b) are not intended to confer upon any oth... | Label: Entire Agreements |
3a993478-207f-4f1d-8005-e458aa72b59c | Clause:
This Agreement and the other Loan Documents represent the agreement of the Loan Parties and the Agent with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Agent relative to subject matter hereof not expressly set forth or referred to herein, in... | Label: Integration |
10453099-e2bb-4c12-a035-db85c9cdd5f3 | Clause:
No failure to exercise and no delay in exercising, on the part of the Administrative Agent, any Lender or any Credit Party, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power ... | Label: No Waivers |
cae1698a-86c0-4c6a-af78-6dc80fb909a3 | Clause:
No broker, finder, investment banker or other person is entitled to any brokerage, finder’s or other fee or commission in connection with the Sale based upon arrangements made by or on behalf of the Investor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Brokers |
65442117-6c17-4640-a50e-43c580272595 | Clause:
Guarantor is the owner of a direct or indirect interest in Borrower and has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Benefits |
ed2429b4-df00-432b-8229-2225685a9445 | Clause:
Effective as of the date hereof, you shall have no authority to act on behalf of any member of the Company Group, and shall not hold yourself out as having such authority, enter into any agreement or incur any obligations on behalf of any member of the Company Group, commit any member of the Company Group in an... | Label: Authority |
7c05d4f6-91b6-47a9-ae63-c521859aaa31 | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate set forth under the caption “Facility Fee” in the definition of such term on the daily amount of the Commitment of such Lender (whether used or unused) during the ... | Label: Fees |
cc1fe776-efcd-4c0f-999c-3c3a25906e53 | Clause:
On the Effective Date and thereafter, the Participant agrees that the Participant will not disparage the Company or its directors, officers, employees, affiliates, subsidiaries, predecessors, successors or assigns in any written or oral communications to any third party. The Participant further agrees that he/s... | Label: Confidentiality |
81c9c640-98f5-4347-91f1-b0d475d7cce7 | Clause:
In the event that any particular provision or provisions of this Rescission Agreement or the other agreements contained herein shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the r... | Label: Severability |
e70a86e0-872d-4068-9a08-7cf854f73629 | Clause:
If either party breaches any terms of this Agreement or the post-termination obligations referenced in it, to the extent authorized by Florida law, either party will be responsible for payment of all reasonable attorneys’ fees and costs that either party incurred in the course of enforcing the terms of the Agre... | Label: Costs |
2fb7b5a9-c0a0-467b-86b3-3b3ba39d3c3f | Clause:
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the wor... | Label: Miscellaneous |
226fd75a-4a9b-45d3-a4a3-85417109d7af | Clause:
The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rig... | Label: Successors |
9864af01-e4a4-4b4f-aec3-8f55135eb1f2 | Clause:
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, nor be taken into consideration in interpreting, this Agreement.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Headings |
79df9a4a-3d29-4643-af63-45c32280fbe1 | Clause:
The Company will pay all expenses associated with the registration, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, listing fees, and the legal expenses of the I... | Label: Expenses |
dd695f9d-dc8a-43ad-aca9-7d4b6049cf5a | Clause:
Your job title will continue to be General Counsel, and you will be expected to devote all of your business time and efforts to the performance of the duties and responsibilities normally associated with this position, including those that will from time-to-time be assigned to you by the Chief Executive Officer... | Label: Duties |
e571526b-f4e3-4e35-9935-aade3287264c | Clause:
This Agreement and any note and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the Commonwealth of Virginia without regard to any conflicts of law provisions thereof.
Task: Classify this clause into ONE... | Label: Governing Laws |
418170b2-9d21-498b-842e-4ed9c205053b | Clause:
This Agreement, including Exhibit A and Exhibit B, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly con... | Label: Entire Agreements |
6a60e7b3-b47b-4f2c-b75b-9dd40fb765c1 | Clause:
If any restriction set forth in Section 1 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range ... | Label: Interpretations |
1a1f1034-c31a-4541-8619-1221183f229d | Clause:
Each Loan Party (on behalf of itself and its Subsidiaries and Affiliates) and their successors-in-title, legal representatives and assignees and, to the extent the same is claimed by right of, through or under any Loan Party for their past, present and future employees, agents, representatives, officers, direct... | Label: Releases |
1c85764a-3c46-4de1-a62e-922dd7389da3 | Clause:
Each of the parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any other Loan Document or the transactions... | Label: Submission To Jurisdiction |
667dcc06-8609-42fe-9b12-6808c1aeaae8 | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,... | Label: Severability |
36f291ac-33df-4e4d-8915-24aa71887748 | Clause:
Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwis... | Label: Interpretations |
ea458de9-b10c-404a-9736-198ebcbbc2bc | Clause:
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THERE... | Label: Submission To Jurisdiction |
a3d85cb0-c41c-43e4-9595-8f17ebb1447e | Clause:
Subject to the terms and conditions set forth in this Agreement, the Company and the Investor shall exchange the Existing Note at the Note Outstanding Balance in consideration for the issuance of the New Note with a total principal balance of $340,250.00. The closing of the Exchange and issuance of the Converti... | Label: Closings |
7f5bc594-8af2-44b7-bb2a-38802f0dd91b | Clause:
As of the date of this Agreement, there is no Proceeding pending against or, to the knowledge of Buyer, threatened against or affecting, Buyer or any of its Subsidiaries or any of their respective properties or assets that would have or would reasonably be expected to have, individually or in the aggregate, a B... | Label: Litigations |
56d8f381-e7e3-413f-9701-969894fa47a5 | Clause:
In the event of a breach or threatened breach by the Executive of Section 7, Section 8 , or Section 9 of this Agreement, the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief aga... | Label: Remedies |
74af4049-c4ac-440e-8e36-9b2471d00590 | Clause:
Each party shall indemnify the other against any loss, cost or damages (including reasonable attorneys’ fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement. Notwithstanding the foregoing or anything herein to the contrary, to th... | Label: Indemnifications |
7c8fd701-ef1d-4f32-b4c9-919bb02653ed | Clause:
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Credit Party hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Secured Party, its respective successors and assigns, officers, direct... | Label: Releases |
5879f357-81b4-415d-86ce-1024173f9b2e | Clause:
The headings of the sections or paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the construction thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Headings |
20291e0d-fb4e-40fe-8a21-3bc9a86d894a | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Admin... | Label: Successors |
4e9fcf3b-d97d-4030-a269-92e14662e050 | Clause:
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the las... | Label: Notices |
b4df5601-7fdb-4cb1-afbc-fb047adde74e | Clause:
Certain payments and benefits that the Company will provide to you, regardless of whether you sign this Agreement and the Waiver, in connection with the ending of your employment with the Company are described in Exhibit C .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Benefits |
f5fbdd82-ec82-4fc6-8858-68e635b15309 | Clause:
Any notice shall be given in the manner, to the addresses and with the effect set forth in Section 7.01 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Notices |
7aae86e5-ed19-4fea-abbe-2fd75b7500fc | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before May 31, 2017; provi... | Label: Terminations |
c7785a81-d634-4869-b54d-50f4c37ed682 | Clause:
If a Participant ceases to be employed by the Company or one of its Subsidiaries due to the Participant’s disability, he or she may exercise his or her Stock Options in accordance with their terms for one year after he or she ceases to be employed unless such Stock Options earlier expire by their terms, but onl... | Label: Disability |
c4044820-9a28-43b5-b872-825c48798e91 | Clause:
This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, o... | Label: Entire Agreements |
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