id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
98be8286-fa83-4225-bfbb-1586f718b0bc | Clause:
SpinCo shall use its reasonable best efforts to (i) cause any such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after such Shelf Registration Statement is filed and (ii) keep any such Shelf Registration Statement (or a replacement Shelf Registration S... | Label: Effectiveness |
7f402bd9-7342-44ef-9599-9ad4652731ba | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by either party against the other concerning the transactions... | Label: Governing Laws |
494a0e13-e71f-459e-bee5-9df139f972f3 | Clause:
This Agreement shall be binding on the parties hereto and their respective successors, heirs and assigns upon full execution by all parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Binding Effects |
95d81145-f7f6-4cd8-a771-32d751af5a0c | Clause:
The following provisions shall apply only to VWR International, LLC Retirement Plan (“this Plan”) Participants who were participants in the VW&R. Profit Sharing Plan on February 29, 1968.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: General |
6e6881a7-d7ea-4709-be37-beb56d1e762c | Clause:
During the Employment Period, the Company shall pay to Employee an annualized base salary of $ (the “ Base Salary ”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices for similarly situated ... | Label: Base Salary |
d377f91e-1bf4-4cbd-94e6-98e5ab2b15c0 | Clause:
Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Loan Guarantor may ... | Label: Taxes |
92b7fd1b-3aec-4c37-b14a-28da6744867a | Clause:
Upon obtaining knowledge thereof, the Credit Parties will give written notice to the holders of the Notes promptly (and in any event within five business days) of: (a) of any event or condition, including, but not limited to, any Reportable Event, that constitutes, or might reasonably lead to, an ERISA Event; (... | Label: Erisa |
36cb2975-e9bc-43db-b380-b3167a97e39d | Clause:
The Company has complied, and is now complying, with all Laws applicable to it or its business, properties or assets, which, if breached, would have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Compliance With Laws |
8ef794f3-5408-4a85-b0fe-1d556fc21d80 | Clause:
No Obligor nor any Subsidiary is subject to, in violation of, or in default with respect to, any judgments, laws, regulations, orders, writs, injunctions and decrees of any Governmental Authority applicable to it or its property that, individually or in the aggregate, could reasonably be expected to result in a... | Label: Compliance With Laws |
bf7260a9-62cd-4ca7-b170-8d0492985757 | Clause:
The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges that the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or require... | Label: Withholdings |
cf864003-725a-4abc-8cf9-2165a9611089 | Clause:
All tax returns, reports and statements, including information returns, required by any Governmental Authority to be filed by any Borrower have been filed with the appropriate Governmental Authority and all Charges have been paid prior to the date on which any fine, penalty, interest or late charge may be added... | Label: Taxes |
24dde282-d2d6-4494-a005-f381e737b1c8 | Clause:
On the date hereof (the “ Closing Date ”), upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $56,000,000 of Shares as set forth on their respective signature pages to this Agreement. On... | Label: Closings |
26d26e75-fe6e-4972-a6c8-87e8e3289c00 | Clause:
Other than as disclosed in the most recent 10-K filing of the Master Servicer, there are no actions, suits, investigations, criminal prosecutions, civil investigative demands, imposition of criminal or civil fines or penalties, claims, disputes or proceedings by or before any arbitrator or Governmental Authorit... | Label: Litigations |
69b177e2-f4a0-4866-b889-1acbd28e5d57 | Clause:
Except as amended pursuant to this Amendment, the Agreement (including the Schedules and Exhibits thereto) remain in effect in all respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Miscellaneous |
8673a27f-40e3-491a-b072-49eee36a17e8 | Clause:
All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the execution and delivery of this Agreement and the completion of the transactions hereunder and Payment in Full. All covenants and agreements of any Loan Party contained herein relating to the ... | Label: Survival |
c128cc56-0fe3-4f90-80f9-3e645f751774 | Clause:
Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (i) transactions among Credit Parties which are not expressly prohibited by the terms of this Agreement and which are ... | Label: Transactions With Affiliates |
2ed21551-4a0d-4459-959a-48a1c52d0d9f | Clause:
This Agreement contains the entire agreement and understanding concerning the subject matter hereof between the Parties and supersedes and replaces all prior negotiations, proposed agreement and agreements, written or oral. Each of the Parties hereto acknowledges that none of the Parties hereto, agents or couns... | Label: Entire Agreements |
5e3572e6-2197-4bc0-adc4-8fcc164b852f | Clause:
Schedule IV sets forth, as of the Effective Date, (i) each of the Subsidiaries of Silgan, (ii) the legal name of each such Subsidiary, (iii) the jurisdiction of organization and the organizational identification number (if any) of each such Subsidiary, (iv) the percentage ownership (direct or indirect) of Silga... | Label: Subsidiaries |
2c0d0007-5c35-42b7-97be-a9d1dd0faaa2 | Clause:
Neither Seller nor any Subsidiary of Seller is a party to any agreement, instrument, or indenture or subject to any restriction materially and adversely affecting its business, operations, assets or financial condition, except as disclosed in the financial statements described in Section 3.05 hereof. Neither S... | Label: Agreements |
db8b2848-cd5b-46f0-98bc-30e7f59c4150 | Clause:
Defined terms used herein but not otherwise defined shall have the meaning in the Purchase 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, Auth... | Label: Defined Terms |
9f741899-65ef-4691-bc39-d9db064883fd | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Br... | Label: Governing Laws |
073b0801-e779-4cc4-9ac4-92f4c3ce427c | Clause:
The terms and provisions contained in this Agreement constitute the entire agreement between the Parties and their Affiliates with respect to the subject matter hereof. This Agreement supersedes and terminates all previous undertakings, representations and agreements, both oral and written between the Parties a... | Label: Integration |
a91299cd-9798-4547-98c6-92c42e484541 | Clause:
All representations and warranties of such Credit Party contained in this Agreement and the Other Documents to which it is a party shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified o... | Label: Warranties |
7ea8da66-6a3b-40e8-b4d9-a6660f285135 | Clause:
Notices under this Agreement must be given in writing, by personal delivery, regular mail or receipted email, at the parties’ respective addresses shown on this Agreement (or any other address designated in writing and delivered by either party to the other in accordance with this paragraph 22), with a copy, in... | Label: Notices |
4a35745e-ca12-4964-9dd9-7bf3f75c3c03 | Clause:
This Principal Borrower Joinder Agreement may be executed in counterparts, each of which shall constitute an original. Delivery of an executed signature page to this Principal Borrower Joinder Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart ... | Label: Counterparts |
85eeeb0d-8949-41c7-9bc8-adec45219b17 | Clause:
Executive agrees that, upon reasonable notice and without the necessity of the Company obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), or the decision to commence on behalf ... | Label: Cooperation |
8ec82323-b410-4ab5-969a-dfbc1b2e84da | Clause:
The Company and Executive agree that any and all disputes arising out of the terms of this Agreement, Executive’s employment by the Company, Executive’s service as an officer or director of the Company, or Executive’s compensation and benefits, their interpretation, and any of the matters herein released, will ... | Label: Arbitration |
ab11a2c6-2b1c-47f7-8063-8d100ef60b10 | Clause:
In the event that Buyer is required to prepare audited financial statements with respect to the Acquired Assets, Seller agrees to cooperate with Buyer in preparing and providing the necessary financial data in order to assist Buyer in preparing such audited and pro-forma financial statements to be filed with th... | Label: Financial Statements |
df82958a-f1c1-4b0d-afa1-6055191badd1 | Clause:
In all respects, including matters of construction, validity and performance, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California applicable to contracts made and performed in that state (without regard to the choice of law or conflict... | Label: Governing Laws |
93fd9e3b-6b36-4b4f-9ed1-8776039f9237 | Clause:
Employee agrees to keep the terms and conditions of this Agreement strictly confidential and not disclose them to any person other than Employee’s immediate family, taxing authorities, attorneys, or accountants as necessary or as required by law. Employee understands and agrees that any disclosure in violation ... | Label: Confidentiality |
3c9d569c-2b34-4f1c-91ee-65be80976a4c | Clause:
As of the Effective Date, there are no, and as of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), and if occurring, the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), there will not be any, legal or governmental proceedings pending to which SN, SN G... | Label: Litigations |
70970553-904b-49f5-a7a4-1a3b4ebffdb4 | Clause:
The Plan shall become effective upon the its adoption by the Board. It shall continue in effect for a term of ten (10) years from the date of its adoption.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Effective Dates |
81dd5769-f156-482a-96a6-d5690d32a616 | Clause:
Executive shall be entitled to paid vacation during each calendar year during the Term, consistent with policies and amounts then applicable to executive officers.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Vacations |
f22e4e32-3936-46fd-a203-c263134ebf41 | Clause:
This Amendment shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Governing Laws |
9b49db81-020a-4a38-9ebd-b810352db494 | Clause:
All authorizations, approvals or permits, if any, that are required in connection with the lawful sale and transfer of the Purchased Shares and the issuance of the Traded Stock to HBL pursuant to this Agreement shall be obtained by BioTime and HBL, as applicable, and effective as of the Closing.
Task: Classify... | Label: Consents |
d53c7d10-1812-4ef7-bee1-c44aa294ae98 | Clause:
Except as set forth on Schedule 6.10, the Borrower and each Subsidiary has filed all federal income tax and all other material tax returns and reports required by law to have been filed by it and has paid all material Taxes due and owing, except any such Taxes which are being diligently contested in good faith ... | Label: Taxes |
6b48b05e-317b-4389-a857-9da5090f8e5c | Clause:
The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another date, in wh... | Label: Warranties |
41d3fe65-e59a-4702-887b-25bf85646632 | Clause:
During the Employment Period, the Executive shall be entitled to four weeks vacation per fiscal year in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time. The number of vacation days is prorated for the first and last fiscal years of employment, and s... | Label: Vacations |
1baee401-b921-43da-9e7c-b6ee940b86f6 | Clause:
This Agreement shall be construed in accordance with the laws of the State of Delaware without regard to its conflict of law provisions, to the extent federal law does not supersede and preempt Delaware law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Governing Laws |
fb862ee0-236b-414b-a73a-1fbc75a2d56c | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
dec23fb6-3cb6-4137-9a30-3aa11efb9d12 | Clause:
Has the meaning set forth in Section 6.03 hereof.
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, ... | Label: Notices |
2bbc6bec-d52f-4384-925e-a01518de1395 | Clause:
The Administrator may accelerate the vesting of all or a portion of the RSUs in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this... | Label: Adjustments |
0b7cb044-3fe5-4075-83f1-38ceb840d5bc | Clause:
Whenever possible each provision and term of this Amendment will be interpreted in a manner to be effective and valid. If any term or provision of this Amendment or the application of any such term or provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a cou... | Label: Severability |
440fb6f6-7b0a-423e-adf7-be68d971d1c0 | Clause:
The closing of the purchase and sale of the Shares under this Agreement, shall take place at the offices of the Company at 6600 LBJ Freeway, Ste 210, Dallas, TX (the “ Closing ”) at 8:00 a.m., central time, or such other location as mutually agreed by the Parties on April 1, 2017 (the “ Closing Date ”). Subject... | Label: Closings |
fa708c01-f34e-47e9-b215-b2ac46cd9fc1 | Clause:
The proceeds of the Revolving Credit Loans to be made on the Restatement Date will be used to pay down any amount outstanding under the Existing Term Loan Facility and to pay related fees and expenses. The proceeds of the Revolving Credit Loans made after the Restatement Date, and the Letters of Credit issued h... | Label: Use Of Proceeds |
e77d49a4-304d-4760-b18d-59a387d40c54 | Clause:
The Borrower will not, and will not permit any of the Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that ... | Label: Sales |
db5af4d0-08fe-415c-9712-abebf01162d4 | Clause:
Executive acknowledges that in the event of any breach of this Section 8, the business interests of the Employer and its Affiliates will be irreparably injured, the full extent of the damages to the Employer and its Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for ... | Label: Enforcements |
33c3d655-b40c-47a8-8ad4-33790bcff29a | Clause:
The Company may withhold distributions or portions thereof if it is required to do so by any applicable rule, regulation, or law, and each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local or foreign taxes that the Managi... | Label: Withholdings |
5a649bb4-9182-4c0a-9c1d-5d369eb44b50 | Clause:
This Agreement and any action or proceeding related to this Agreement shall be governed by and construed under the laws of the State of Ohio.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Governing Laws |
7e60d279-7a2c-4ab9-99f3-e3df04bf63c8 | Clause:
Based on the consolidated financial condition of the Company as of the Closing after giving effect to the receipt by the Company of the proceeds from the sale of the Shares hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the ... | Label: Solvency |
2aad9fa7-9a24-401d-98d8-2b63aefc0208 | Clause:
The Company will maintain and preserve its existence and all rights, privileges and franchises now enjoyed and necessary in the normal conduct of its business.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Existence |
97678f1f-0fb5-4ca7-8fd2-2adfef47bf90 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, neither the Company nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitut... | Label: Disclosures |
3460a4d4-fc9e-44bc-8fd0-6be754b6353b | Clause:
Executive acknowledges and represents that he has been given [twenty-one (21)][forty-five (45)] days during which to review and consider the provisions of this Agreement and, specifically, the General Release set forth in Section 1 above. Executive further acknowledges and represents that he has been advised b... | Label: Effective Dates |
a6c5fafe-c34b-4434-89a9-148734a7cfee | Clause:
This Agreement shall not be amended, modified or supplemented at any time or terminated without the consent of all parties to the Agreement and the prior written consent of __________________________.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Amendments |
f4b09d68-80d6-4bf1-ba81-5b66b4f9e032 | Clause:
This Agreement and any amendments hereto may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart her... | Label: Counterparts |
86b8447a-3bd9-4ea7-9bc2-c4b686318990 | Clause:
Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company's Secretary at Federated National Holding Company, 14050 N... | Label: Notices |
55e76a20-0ac5-4c26-a235-2de03a8ed55c | Clause:
This Addendum may be executed in separate counterparts, each of which when so executed and delivered 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, ... | Label: Counterparts |
c588d045-247c-4a30-83b1-9254ae318bc3 | Clause:
The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO tha... | Label: Modifications |
9fe4b4c0-ddfe-41f9-a84e-84e14d04d0da | Clause:
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. A s... | Label: Counterparts |
4af19764-3506-4c53-a059-d301f979d24f | Clause:
The Benefits Committee shall keep a record of all of its proceedings and acts, and shall keep such books of account, records and other data as may be necessary for the proper administration of the Plan and file or deliver to Participants and their Beneficiaries whatever reports are required by any regulatory au... | Label: Records |
c20f5316-0ef4-49b7-ae30-1245ac5a9c5e | Clause:
No party to this Voting Agreement may assign any of its rights or obligations under this Voting Agreement without the prior written consent of the other parties hereto, except that Parent may assign, in its sole discretion, all or any of its rights, interests and obligations hereunder to any assignee of Parent’... | Label: Assignments |
8cd6ebf2-06d5-4da8-a268-1cd1e1eda16d | Clause:
Except as provided in the Plan or by the Committee, in its sole discretion, upon termination of service with the Company or one of its subsidiaries, Participant shall forfeit all unvested shares of Restricted Stock, and shall not receive any compensation for such forfeited Restricted Stock. Participant shall ha... | Label: Forfeitures |
35885e12-691f-4e8e-8485-6b07a78a4fcf | Clause:
All Intellectual Property owned by the Group Members is owned free and clear of all Liens other than (i) as permitted by Section 7.2, Section 7.4 or the Security Documents, (ii) licenses granted in the ordinary course of business (including, without limitation, in connection with the sale or provision by Group ... | Label: Intellectual Property |
f651007d-caeb-413c-8e60-ff94a7ac74c0 | Clause:
Except to the extent otherwise provided in the Term Loan Agreement, no Guarantor shall have the right to assign or transfer its rights and obligations hereunder or under any other Guarantor Documents without the prior written consent of the Required Lenders. Each Lender may, without notice to or consent by any... | Label: Assignments |
4094a208-c560-4993-8331-57429031248e | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or against any of their properties or revenues that (a) purport to affect or per... | Label: Litigations |
438d51ee-5d31-4561-ac5b-5baab0dcaaf2 | Clause:
Subject to the satisfaction of the conditions set forth in Section 7 below and in reliance upon the representations and warranties set forth in Section 6 below, Administrative Agent and the Lenders hereby consent to the disbursement of One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00) from th... | Label: Consents |
75d3c9df-2f10-4ef0-8f04-de0b6571b0d6 | Clause:
Executive’s employment with the Company shall terminate upon Executive’s death. Upon the termination of the Term and Executive’s employment as a result of this Section 6(c)(i), Executive’s estate shall receive the Accrued Obligations within fifteen (15) days following the Termination Date. Additionally, Executi... | Label: Death |
3aae67b3-502f-400b-b467-b31b4aaa0c8d | Clause:
Each notice relating to the NQO Award and this Agreement shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address. All notices to the Corporation or the Committee shall be addressed to them at 405 114th Avenue, SE, Third Floor, Bellevue, WA 98004 At... | Label: Notices |
41e96c63-9976-4f56-9bec-048a222309d4 | Clause:
The Seller and the Guarantor shall timely file all tax returns that are required to be filed by them and shall timely pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach theret... | Label: Taxes |
df95c0f8-57e5-40cc-b7b1-fcdf29cba621 | Clause:
In the event that either Party (a) receives a copy of an application submitted to the FDA under Section 351(k) of the PHSA (a “ Biosimilar Application ”) for which the Licensed Product is a “reference product,” whether or not such notice or copy is provided under any Applicable Laws (including under the BPCIA, ... | Label: Notices |
89fdc3db-b796-4431-ba4d-fab4e5c29c8b | Clause:
Each of the Agents, the Lenders and the other Credit Parties agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosin... | Label: Confidentiality |
ee9fbb23-9d07-4401-ad6c-de0f270dd2e9 | Clause:
The payments and benefits described in Sections 6(c) through 6(f) are expressly conditioned on (i) the Executive (or, in the case of the Executive’s death, the Executive’s representative) signing and delivering (and not revoking thereafter) a Release to the Company (which, in the case of the Executive’s death, ... | Label: Releases |
95aba5d1-468a-41d1-bd8b-0eaf34396570 | Clause:
Borrower shall, and shall cause Operator and GEN to, maintain its existence throughout the term of this Agreement. Borrower shall not, and shall cause Company, Operator, GEN and their Affiliates to not, effectuate a Restricted Transfer without Lender’s prior written consent, which consent may be withheld in Le... | Label: Existence |
d17b7926-51cf-44dd-98bc-7ef1c23b5ec5 | Clause:
In addition to all other conditions precedent to VMRE’s obligations herein, VMRE’s obligation to close the acquisition of any Property under this Agreement is further subject to the condition precedent that prior to Closing with respect to such Property, VMRE shall have received the Lease Proof of Insurance.
T... | Label: Insurances |
5e735ffc-2816-43e5-afd7-415499f98cfc | Clause:
The Plan Administrative Committee shall elect one of its members as chairman. Its members shall serve as such without compensation. A majority of the Plan Administrative Committee members shall constitute a quorum. The Plan Administrative Committee may take any action upon a majority vote at any meeting at whic... | Label: Organizations |
46e7cdbf-1498-4431-8175-f206a959b84c | Clause:
No suit, action, claim or other proceeding shall have been instituted or threatened against Seller which results, or reasonably might be expected to result, in the transactions contemplated by this Agreement being enjoined or declared unlawful, in any lien attaching to or against the Property and/or in any liab... | Label: Litigations |
2bfee91d-efbb-45cf-9603-da900112b898 | Clause:
If the Company shall pay a stock dividend on, or have a merger, consolidation, capital reorganization or recapitalization in which, while existing Common Stock remains outstanding, securities of the Company are issued with respect to any of the Common Stock, thestock or other securities issued in payment of suc... | Label: Payments |
1841c34e-8fe2-4709-a2b5-4718e11272cd | Clause:
The Company has not: (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (... | Label: Solvency |
247ed007-8fa4-4e6b-a92e-21ad06d5f3c8 | Clause:
The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Headings |
cc454dc6-a8e8-4402-9dc8-cbbe8ee61d7d | Clause:
In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without the invalid provisi... | Label: Severability |
4b8ed71e-c3c0-4238-bbea-e14bf4425cbc | Clause:
This Agreement may be signed in counterparts, each of which shall be deemed an original and all of which together shall constitute one document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Counterparts |
7acb21cc-72f9-40c9-b046-d786f07c7007 | 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 next Trading Day after the date of transmission, if such notice or communication is delivered via facsimil... | Label: Notices |
5cb96001-adc9-4140-9de9-4129ace7d09e | Clause:
All notices, approvals and other communications required or permitted to be given under this Agreement shall be in writing and shall be validly served or given if delivered in person, electronically (with read receipt acknowledgment), mailed by first class mail (registered or certified, return receipt requested... | Label: Notices |
90c97084-46cf-4f82-8414-231faf3edff1 | Clause:
The obligations of Guarantor under this Guaranty shall continue in full force and effect until the obligations under the Loan Documents shall have been fully paid and performed and the period of time has expired during which any payment made by Borrower or Guarantor to Lender may be determined to be a Preferent... | Label: Terms |
b65ff34e-e852-4e88-bfae-e7d38ad4795d | Clause:
(a) While any portion of the Revolving Loans are unpaid, the Borrower shall immediately, upon receipt thereof, deposit all proceeds of the Collateral (including all payments received in connection with the Contracts) into a Payment Account, which Payment Account shall be subject to the terms of a Blocked Accoun... | Label: Payments |
bdac8d3e-a29b-450c-b7e3-4f516437e31c | Clause:
The Company will pay Executive a base salary (“Base Salary”) at the annual rate of $1,000,000 per year. The Compensation Committee of the Board (the “Committee”) may adjust Executive’s Base Salary from time to time, provided that the Base Salary (as previously increased, if applicable) may not be reduced withou... | Label: Base Salary |
1c4b0170-1f60-4f20-ad1e-d9589ce19bdd | Clause:
None of the Loan Parties or their Restricted Subsidiaries is in default in the payment or performance or observance of any material Contractual Obligation, which default, either alone or in conjunction with all other such defaults, has had or is likely to have a Materially Adverse Effect.
Task: Classify this c... | Label: No Defaults |
da22da2e-4b6b-4daf-952f-eb822ffe8c00 | Clause:
Notwithstanding anything in the Plan to the contrary other than subsection 2(f)(i) (but subject to attainment of the Threshold to the extent required as described above and the Committee’s discretion), if, during the Performance Period, the Participant’s employment is terminated on or within two (2) years after... | Label: Vesting |
d27d4e56-9ffa-4b6d-adae-7a6006eda1d8 | Clause:
Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, provided that the Company may assign this Agreement to any of its affiliates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Assignments |
045e4d1c-c447-4461-982a-8fce7fe3908d | Clause:
THIS ASSIGNMENT AND CONSENT (I) OTHER THAN WITH RESPECT TO THE CANADIAN ORIGINATOR AND THE APPLICABLE STEP 1/STEP 2 REPURCHASE ASSETS RELATED THERETO, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN ... | Label: Governing Laws |
168dc076-e4a7-40c3-831b-5598aff1fe11 | Clause:
Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently conte... | Label: Organizations |
f17fcdb2-fd94-4366-b42f-e7df1d9174ae | Clause:
Each of the parties to this Agreement will be entitled to enforce its 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 its favor. The parties hereto agree and acknowledge that money damages may no... | Label: Remedies |
d2624f23-ff32-4e8f-98c0-27637ceb23e9 | Clause:
All representations and warranties made hereunder 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 upon by the ... | Label: Survival |
3fdf5f99-c2d8-43a5-9b97-2f7b1a0590f4 | Clause:
Cooperate with Agent and execute such further instruments and documents as Agent shall reasonably request to carry out to its reasonable satisfaction the transactions contemplated by this Agreement and the other Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Further Assurances |
747e91e4-0ac6-45f6-bcd1-e16e093036b7 | Clause:
The term of the Company shall continue until December 31, 2066, unless earlier dissolved and terminated in accordance with this Agreement and the LLC Act.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Terms |
ce8dc8e9-d832-4a6b-8d54-32e29e71365a | Clause:
The headings of this Amendment No. 4 are used for convenience of reference only, are not part of this Amendment No. 4 and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment No. 4.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Headings |
ad474c0c-f1a4-462c-b491-8ef833ece2a3 | Clause:
No consent, approval, license, order, authorization, registration, declaration or filing with or of any Governmental Entity or other Person is required to be done or obtained by the Buyer in connection with (i) the execution and delivery by the Buyer of this Agreement, (ii) the performance by the Buyer of its o... | Label: Consents |
81d26af4-a72a-41e4-aa52-99d01a9e055a | Clause:
Certified copies of all documents evidencing any necessary waivers, consents and approvals required by the Borrower, the Parent and the Servicer with respect to each Transaction Document (as defined in the Original Loan Agreement) to which it was, or would be, a party (including, without limitation, any and all... | Label: Consents |
775ce066-6323-4c24-b7a9-f25aa7dc65fb | Clause:
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following mailing via Federal Express or similar overnight courier service. In the case of Executive, mailed notices shall be addressed to Exec... | Label: Notices |
2d8aca3e-3d99-48f2-91f1-bf389a7a87e3 | Clause:
Lender hereby irrevocably appoints, designates and authorizes the Agent as administrative and collateral agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms o... | Label: Authorizations |
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