id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b00920ef-ecca-4874-a0a8-c856882d9cc3 | Clause:
This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company, and the Company shall be obligated to require any successor to expressly acknowledge and assume its obligations under this Agreement. This Agreement will inure to the extent provided under this Agreement t... | Label: Assignments |
ac6b447d-2d2a-4d27-aece-6e68d728fddc | Clause:
Except as expressly modified by this Amendment and the First Amendment, the Agreement remains unmodified and in full force and effect. This Amendment along with the Agreement and the First Amendment is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all p... | Label: Miscellaneous |
dca663e2-5208-4ce8-a400-fdba00725723 | Clause:
No failure or delay on the part of Administrative Agent, Issuing Bank, Swingline Lender or any Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor... | Label: No Waivers |
250a2d69-a6e5-4060-9b9a-8bb0df491ebe | Clause:
Employee shall be employed as Chief Financial Officer, Chief Accounting Officer and an Executive Vice President of RBT, reporting to the Chief Executive Officer and the Chairman of the Audit Committee of RBT’s Board of Directors (“ Audit Committee ”). RBT reserves the exclusive right to designate and modify Em... | Label: Employment |
45eebea5-9036-4700-8bd5-5dc711c8600a | Clause:
(a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending or, to the knowledge of any Group Member, claims, actions or lawsuits or action by any Governmental Authority, p... | Label: Erisa |
0acd6ea6-5fd5-4413-bf73-b065201fb07f | Clause:
Any provision of the Agreement, as amended hereby, or any future amendment thereto that is expressly or by implication intended to survive the termination of the Agreement shall survive or remain in effect after the termination of the Agreement.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Survival |
75639579-f1fb-4f98-9cb4-4a914cee45fb | Clause:
The accuracy in all material respects when made and on the Second Closing Date of the representations and warranties of the Holder contained herein (unless as of a specific date therein).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Representations |
9f4131d8-603e-414d-9587-3813c3459a0d | Clause:
As of immediately prior to the Closing and the New Issuance, the authorized capital stock of the Company will consist of 100,000,000 shares of Company Common Stock, of which 31,187,585 shares will be issued and outstanding, and 10,000,000 shares of preferred stock, par value $0.0001 per share, of which no share... | Label: Capitalization |
6cf21cc8-5571-4b02-b36e-a52ad613f99f | Clause:
MDXL has filed with the SEC all reports and other filings required to be filed by MDXL in accordance with the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder (the “ MDXL SEC Reports ”). As of their respective dates, the MDXL SEC Reports complied in all material respects ... | Label: Financial Statements |
0603ca7f-97fd-4230-8393-c545954a0c44 | Clause:
Any legal action or proceeding with respect to the Loan Documents shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, ... | Label: Submission To Jurisdiction |
3807959d-60da-47e8-9722-1a69349c1104 | Clause:
During the Employment Term (as defined in Section 4 ), the Company shall pay Employee a salary at the annual rate of $360,000 or such greater amount as the Board or a committee thereof may from time to time establish pursuant to the terms hereof (the “ Base Salary ”). Such Base Salary shall be reviewed annually... | Label: Base Salary |
f95e7701-20aa-41e3-a313-a9e01f073c86 | Clause:
All notices must be in writing and delivered to the other party’s principal business address, by personal delivery, overnight courier service, email or by facsimile. Notices will be deemed given as of the date of receipt, which date shall be evidenced by the signature of an authorized representative of the rece... | Label: Notices |
220da860-163f-487e-945e-e95cc684fea2 | Clause:
The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place by exchange of documents among the Parties by fax or courier, as appropriate, following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated her... | Label: General |
6d883148-22fe-4f3d-a02c-ae1dd026db90 | Clause:
The Seller has heretofore made available to the Purchaser and the Trustee copies of Consolidated Parent’s consolidated balance sheets and statements of income and changes in financial condition as of and for the fiscal years ended January 31, 2014 and January 31, 2015, audited by and accompanied by the opinion ... | Label: Financial Statements |
6e9a3dbb-2b16-49d2-8018-abe3b46a243b | Clause:
All notices and other communications to the Guaranteeing Subsidiary shall be given as provided in the Indenture, at the address for the Guarantors set forth in the Indenture.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Notices |
5fef20bf-2f47-499b-b999-f3c08cd4d731 | Clause:
As of the Closing Date, no judgments are outstanding against the Borrower that could be an Event of Default under clause (e) of Section 11.1 , nor is there as of such date pending, or to the best of Borrower’s knowledge, threatened, except, as of the Closing Date, as shown on Schedule 7.13 , any (i) litigation,... | Label: Litigations |
a39e4c2d-b229-488d-9e66-4553c2d9dcde | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for the account of Holdings or any of its Subsidiaries, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Commit... | Label: General |
24d433e2-f581-4d4d-b3da-891cad1252c2 | Clause:
This Agreement and the other Loan Documents, unless expressly set forth therein, shall be governed by, and construed and enforced in accordance with, the law of the State of New York (including Section 5-1401 of the General Obligations Law of the State of New York), without reference to the conflicts or choice ... | Label: Governing Laws |
bb3b550d-b27c-480c-89f7-5db23f81f7f0 | Clause:
Ivey agrees to indemnify and hold harmless the Company and its successors and assigns, from and against any and all losses, damages, costs, expenses (including attorneys’ fees and other costs of defending any action) which it may incur as a result of any claim relating to (a) the breach or nonfulfillment of any... | Label: Indemnifications |
697e0de5-8b8a-4570-996d-07bc5a39d116 | Clause:
The Borrower and each other Credit Party 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, against the Administrative Agent, any Lender, the Issuing Lender, the ... | Label: Submission To Jurisdiction |
87490698-572b-4101-ad6f-d2c37d3527f1 | Clause:
The provisions of this Article 5 shall survive the Closing.
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... | Label: Survival |
9115e037-ee61-4558-8cb1-3d05a1401bc8 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall, for all purposes, be deemed to be an original, but all of which shall constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Counterparts |
26b4a826-20d8-4133-b3a3-148188a626d1 | Clause:
This Agreement (including the documents referred to herein) entered into among the parties constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent related to the subject matter hereof.
... | Label: Entire Agreements |
9bb9e532-ed88-4dcd-a423-95adfc4dde8f | Clause:
The terms of the Plan and this Agreement when accepted by the Grantee will constitute the entire agreement with respect to the subject matter hereof. This Agreement supersedes any prior agreements, representations or promises of the parties relating to the subject matter hereof.
Task: Classify this clause into... | Label: Entire Agreements |
02014876-691a-4935-98fe-cd9de2cabd54 | Clause:
This Agreement may not be amended except by a written instrument executed by the Parties.
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, ... | Label: Amendments |
0fd172d1-ae52-4f70-93d7-c35e97708ccb | Clause:
Expressly subject to the consummation of the Notified Financing and the receipt by Borrower of the proceeds thereof, PFG consents to the following payments from the proceeds of the Notified Financing: (1) payments not to exceed $485,000 to be made to holders of Borrower's Series E Preferred Stock, (2) payment n... | Label: Consents |
f3ae42c6-bbca-4e3b-8d8c-e11a1bb4853e | Clause:
Each of the Lenders (for purposes of this Article IX , references to the Lenders shall also mean the Swingline Lender) hereby irrevocably appoints Fifth Third to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such acti... | Label: Authority |
0f15737b-bf8c-4e4e-9845-215e1cd3bf61 | Clause:
This Agreement may be executed and delivered (including by electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original but all of which taken together shall constitute one and th... | Label: Counterparts |
63e67d4f-7ba6-49e6-825e-93f2b927db2c | Clause:
As a full-time employee you are eligible to participate in all Company benefit plans, which include but are not limited to medical, dental, life, short-term and long-term disability insurance and a 401(k) Plan. Participation in Company benefit plans will be subject to the terms of all applicable plan documents... | Label: Benefits |
f298eeac-d5db-49ca-9e48-4bb6a3355a2b | Clause:
Any term used herein and not otherwise defined herein shall have the same meaning as in the Plan. Any conflict between this Agreement and the Plan will be resolved in favor of the Plan. Any disputes or questions of right or obligation which shall result from or relate to any interpretation of this Agreement sha... | Label: Defined Terms |
db21f853-5108-472a-933c-2cd46ced17dc | Clause:
This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or othe... | Label: Counterparts |
b46b133d-5f4c-4f5e-89e0-ac9c6282def4 | Clause:
Subject to the provisions of Section 6, the term of employment pursuant to this Agreement (the “Term”) shall be one (1) year from the Effective Date and shall be renewed automatically for periods of one (1) year commencing at the first anniversary of the Effective Date and on each subsequent anniversary thereaf... | Label: Terms |
751a421b-7871-47cf-84b5-8f7779f03b1d | Clause:
Any notice required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate Party at the address specified below or such other address as may be specified by such Party in writing in accordance with this Section 14.... | Label: Notices |
6d03b0c3-36d6-4003-9e6f-db8ffa9e418d | Clause:
The Company does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any business other than the business conducted by it (the "Business").
Task: Classify this clause into ONE of these types (exactly one... | Label: Subsidiaries |
bd12a97a-4f52-4202-9185-e6ebc6255efc | 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 $5,000,000 of u... | Label: Closings |
0dc337a9-66a4-437a-85c2-21a87104313c | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to principals of conflicts of laws, and applicable provisions of federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Governing Laws |
cc5b6770-3b45-4c03-9404-c52ac1bb92d3 | Clause:
All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Agent, for the account of the respective Lenders to which such pa... | Label: General |
3168c3dd-04fe-4926-8f62-ff962532bb39 | Clause:
Not later than 12:00 noon (Pacific time) on the applicable Borrowing Date, the Swing Line Lender shall make available the Swing Line Loan, in funds immediately available, to the Administrative Agent at its address specified pursuant to ARTICLE XIII. The Administrative Agent will promptly make the funds so recei... | Label: Participations |
812a47a8-82e8-42ae-aae3-6d260d06e5d5 | Clause:
Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction-or interpretation of this Agreement or any provision thereof.
Task: Classify this clause into ONE of these ... | Label: Headings |
bd5d3a7d-fbfb-419c-9c2a-8e1da766a631 | Clause:
Borrower and each other Loan Party shall pay, indemnify, defend, and hold the Lender-Related Persons and Agent-Related Parties (each, an “ Indemnified Person ”) harmless (to the fullest extent permitted by applicable law) from and against any and all claims, demands, suits, actions, investigations, proceedings,... | Label: Indemnifications |
c499a544-9d82-4e83-bbaf-f503fe2a95e8 | Clause:
If any provision or section of this Agreement is determined to be void or otherwise unenforceable, it shall not affect the validity or enforceability of any other provisions of this Agreement which shall remain enforceable in accordance with their terms.
Task: Classify this clause into ONE of these types (exac... | Label: Severability |
b185ca13-c883-49dc-86bc-0c90009762bb | Clause:
Promptly following the determination of the Final CC Closing Share Consideration on the Final Closing Statement in accordance with Section 3.4(f) of the Contribution Agreement, if (i) the Final CC Closing Share Consideration as shown on the Final Closing Statement is greater than the Estimated CC Closing Share ... | Label: Adjustments |
edf2687d-be92-4953-8857-7d8ddc321d7f | Clause:
In the event of a Change in Control after the Effective Date, (i) if determined by the Committee in the applicable Award agreement or otherwise, any outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisab... | Label: Change In Control |
deb4a847-5cc8-4a8e-8180-3664ffeaf40b | Clause:
All payments made by Borrowers hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any de... | Label: Payments |
59ec6e51-1eff-4a7c-954d-f39f3c2afd86 | Clause:
To the extent, if any, that the Executive retains any right, title or interest with respect to any Creations delivered to the Company or related to his employment with the Company, the Executive hereby grants to the Company an irrevocable, paid-up, transferable, sub-licensable, worldwide right and license: (i) ... | Label: Assignments |
6a39b531-c306-401c-94cb-f2c7b0fb0ad0 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. The parties hereto each hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all rights to trial b... | Label: Applicable Laws |
a921b423-f2c8-4339-b1f6-227d02dc35ee | Clause:
Any representation made by Borrower or Approved Music Venue Manager in any of the Loan Documents, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect (or, with respect to any representation ... | Label: Representations |
d3a1b084-c22b-4e3b-8f77-037fe6d76321 | Clause:
This Agreement constitutes the entire agreement and understanding among the Standby Purchaser and the Company, and supersedes all prior agreements and understandings relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Entire Agreements |
25fad084-d814-4ea4-ab31-e95c81c32e55 | Clause:
From and after the Effective Date, Executive shall serve in the position of President and Chief Executive Officer of Blackwater Holdings or its successor, or in such other position or positions as the parties mutually may agree.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Positions |
443bd152-1f6c-4f8e-94a9-65fb5c9a43fb | Clause:
This Sublease shall be construed without regard to any presumption or other rule suggesting construction or interpretation against the party causing this Sublease to be drafted. All terms and words used in this Sublease, regardless of the number or gender in which they are used, shall be deemed to include any o... | Label: Interpretations |
678c6a57-bea0-496e-a6b9-0af3a2c5c4f4 | Clause:
The Company and each Guarantor shall, and shall cause each of their respective Restricted Subsidiaries to, maintain, with financially sound and reputable independent insurers, insurance with respect to its Properties and business against loss or damage of the kinds customarily insured against by Persons engaged... | Label: Insurances |
71b6ed6c-e93c-4df4-9d1e-3241bea9c843 | Clause:
Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Facility Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Defined Terms |
5aa94590-9b29-44e0-9104-30da4b04bbf1 | Clause:
Borrower and Operating Lessee shall keep and maintain all Intellectual Property currently registered in the name of Borrower or Operating Lessee (as applicable) relating to the use or operation of the Viceroy Property and all Intellectual Property (other than any Intellectual Property used by Borrower or Operat... | Label: Intellectual Property |
f3b7653a-8066-45ba-aeea-0ec9f4b53353 | Clause:
The closing of the purchase and sale of the Shares contemplated by this Agreement (the “ Closing ”) shall occur, and the purchase and sale shall be effective, automatically and without any further action by any party, at 9 a.m., New York City time, on February 2, 2016.
Task: Classify this clause into ONE of th... | Label: Closings |
9f2a814b-e531-44a9-9806-18a41900e771 | Clause:
If any provision of this Amendment or any other Credit Document is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor... | Label: Severability |
5eaced17-9ad9-4262-9a4a-2219673c71ba | Clause:
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder or this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenf... | Label: Severability |
93c5ed3e-f79d-4bfa-a415-cb5c6858bf90 | Clause:
The Executive (and his eligible dependents) shall be entitled to receive such benefits (including, without limitation, fringe benefits and perquisites) and to participate in such employee benefit plans, including life, health and disability insurance policies and the Company's Code Section 401(k) pension plan, ... | Label: Benefits |
1e4b168b-7bbe-4851-bed9-fa6a313f2d84 | Clause:
During your employment with the Company or any of its subsidiaries, you will have access to Confidential Information of the Company and its subsidiaries. For this purpose, “Confidential Information” shall include, without limitation, the identity of customers, personal customer data, strategic plans, sales data... | Label: Confidentiality |
20ee4c8a-4193-4fc4-8993-7e11823c9178 | Clause:
There are no material claims, actions, suits, proceedings, or investigations pending, or to the current actual knowledge of officers and directors of Buyer, without any duty of independent inquiry, threatened against Buyer that could reasonably be expected to materially impair the ability of Buyer to fulfill an... | Label: Litigations |
344dcfce-9c74-4bfa-96c7-6123297f6958 | Clause:
During the Term, the Company shall continue to provide to Executive the benefits set forth in the sections entitled “Health and Welfare Benefits”, “Meal Reimbursement” and “Paid Time Off” of the offer letter entered into by the Company and the Executive on May 19, 2014 (the “ Offer Letter ”).
Task: Classify th... | Label: Benefits |
74abead0-4339-40dc-810c-b124c196c213 | Clause:
This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and there are no restrictions, promises, representations, warranties, covenants, conditions or undertakings with respect to the subject matter hereof, other than those expre... | Label: Entire Agreements |
58e7ecc9-21fa-46cb-9f91-74605d44083a | Clause:
This Agreement constitutes the entire agreement of the parties relating to Employee’s employment and termination from employment with the Company, and any and all previous agreements with respect to these matters, unless specifically incorporated herein, are superseded by this Agreement. No term, provision or c... | Label: Entire Agreements |
536b74d0-8ac2-4ca0-abea-3ccabd98ee7d | Clause:
No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt, except for payments made in full compliance with and expressly permitted under the Subordination Agreement, (b) amend or otherwise modify the ter... | Label: Payments |
ecffafe9-84ef-4f1c-bac9-9c08ea7edeb9 | Clause:
Avalon and each of the Subsidiaries has duly filed all tax reports and returns (federal, state and local income, corporate, franchise and other) required by it to be filed. These returns and reports are true and correct in all material respects and all taxes due pursuant thereto have been paid. Copies of all su... | Label: Taxes |
da95ed72-a27c-4515-93c3-003a3b866d9b | Clause:
This Agreement will take effect automatically on the Effective Date and no provision of this Agreement shall be effective until the Effective Date, except for the following sections, which shall be effective as of the Execution Date: Sections 11.4, 14.3 , and 14.4 . Each Party will use [**] to cause this Agre... | Label: Effectiveness |
26d9d8cc-d32c-4a5e-a9e6-6ad61ec1369a | Clause:
No Credit Party will, or will permit any Restricted Subsidiary of a Credit Party to, create, assume, incur, or permit to exist or to be created, assumed, or permitted to exist, directly or indirectly, any Lien on any of its property, real or personal, now owned or hereafter acquired, except for Permitted Liens.... | Label: Liens |
831b2304-b43e-4e98-9bb8-b6fb2e7c2160 | Clause:
Assignor hereby assigns, transfers and conveys to Assignee, as of the Effective Date, all of Assignor’s right, title and interest in the Brownfields Agreements, including without limitation, all of the benefits, rights, covenants, liability protections and obligations provided therein.
Task: Classify this clau... | Label: Assignments |
76f81bb4-bcb7-45d4-a45b-a31ba5b08f40 | Clause:
The Executive agrees that he hereby resigns from all other positions held by him with the Company and any entity in the Company, including without limitation any position as a director, officer, agent, trustee or consultant unless otherwise agreed with the Company, effective on the date when the Executive's emp... | Label: Releases |
b0bfd97c-29ee-4b82-80bb-8629d5b86d2c | Clause:
The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.
Task: Cla... | Label: Specific Performance |
9da9dcc2-b69e-4294-b7c5-7a76d1715751 | Clause:
Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Optionee’s personal data as described in this Grant (“ Personal Data ” ) by and among, as applicable, the Employer, the Company and any Subsidiary or Affiliate for the exclusive purpose of... | Label: Consents |
40cf3e01-784c-4aee-8e8c-8696643b438f | Clause:
The execution, delivery and performance of the Loan Documents by each Loan Party party thereto (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been (or, in the case of filings relating to the consummation of ... | Label: No Conflicts |
dd25bea8-9274-4945-996a-36beda06b7b6 | Clause:
None of the Investor (either directly or indirectly) or any Person acting on behalf of or pursuant to any understanding with the Investor, has engaged in any purchases or sales in the securities, including derivatives, of the Company (including, without limitation, any Short Sales involving any of the Company’s... | Label: Confidentiality |
6c4a442f-adfc-4b84-b75d-e9ed4a95a452 | Clause:
Unless otherwise specifically defined herein, each term used herein (and in the recitals above) which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to “hereof,” “hereunder,” “herein,” and “hereby” and each other similar reference and each... | Label: Definitions |
976b3037-373e-4664-b3b9-88c736fbb6b8 | Clause:
The Loan Parties shall keep records that are accurate and complete, in all material respects, of their Accounts and all payments and collections thereon and shall submit to Collateral Agent on such periodic basis as Collateral Agent shall request, in its reasonable credit judgment, a sales and collections repor... | Label: Records |
41311484-f3e2-491a-9fcf-b47378407cce | Clause:
This Agreement, including the Plans and the Definitive Documents, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all other prior negotiations, agreements and understandings, whether written or oral, among the Parties with respect to the subje... | Label: Entire Agreements |
83be3b00-fdfe-49d1-80da-f485c8355ae6 | Clause:
The Company shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: General |
98212d84-309b-4bbc-a876-7081e4603ba1 | Clause:
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when personally delivered (including by Federal Express or other reputable courier service) or sent by electronic mail or facsimil... | Label: Notices |
5fe8daed-334e-4c56-b840-7c8cf70f29d5 | Clause:
All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either party to the other party , or to their permitted transferees if applicable. Notices shall... | Label: Notices |
f054efa3-49e2-4058-af1a-93eeef4b59ff | Clause:
Borrowers shall pay (i) all out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of Agent, in connection with the syndication of th... | Label: Expenses |
ef4a3966-fd6d-4fb7-a154-4afde43ff76e | Clause:
Subject to Section 10, the Plan shall be applicable for the initial Performance Period and all future fiscal years of the Company unless amended or terminated by the Company pursuant to Section 7.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Terms |
b275b713-254f-43c5-978d-6f2aa923cf60 | Clause:
The Loan Documents, and any other documents and instruments required to be executed and delivered in connection with the Loan, to which Borrower or Guarantor is a party have been duly authorized, executed and delivered by or on behalf of Borrower or Guarantor a party thereto, and when executed and delivered, wi... | Label: Enforceability |
f7e9317e-a5b8-433c-9d4f-4ba107b6476d | Clause:
Any dispute regarding the interpretation of this Agreement shall be submitted by Recipient or the Company to the Compensation Committee for review. The resolution of such a dispute by the Compensation Committee shall be final and binding on the Company and Recipient.
Task: Classify this clause into ONE of thes... | Label: Interpretations |
333931e4-98f7-4839-b8c0-ebcb1cc9bc43 | Clause:
EACH OF THE BORROWER AND THE OTHER LOAN PARTIES 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 TORT OR OTHERWISE, AGAINST ANY AGENT, ANY LENDER, ANY ARRANGER, ANY OTHER SECURED PAR... | Label: Submission To Jurisdiction |
9207701e-1519-42f4-8888-6fdb7e97f08e | Clause:
The Participant shall make appropriate arrangements with the Company for satisfaction of any federal, state or local income tax withholding requirements, Social Security and other employee tax or other requirements applicable to the granting, crediting, vesting or payment of benefits under the Plan. There shall... | Label: Withholdings |
bd5eca62-961e-42d9-89ad-6fd89ebc5b8f | Clause:
In addition to being entitled to exercise all rights provided herein, in any of the other Transaction Documents or granted by law, including recovery of damages, the Subscriber and the Company will be entitled to specific performance under the Transaction Documents. Any Person having any rights under any provis... | Label: Remedies |
a95a5629-643c-4ec4-ab1b-2cc2701c9822 | Clause:
The Executive and the Company acknowledge and agree that no third party shall have any rights or benefits under this Agreement. This Agreement may be amended or modified only by a written instrument signed by the Executive and the Company.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Amendments |
3356cf1c-2e14-4d6d-9180-eeca935f11e1 | Clause:
This Agreement constitutes the entire understanding between the parties, except that this Agreement does not supersede or limit Executive’s post-employment restrictions or obligations to the Company, its parents, subsidiaries, affiliates or related entities, that may be contained in any other agreement between ... | Label: Entire Agreements |
f7ae2ead-2935-4bd7-970f-135cee89dfd5 | Clause:
Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to: (a) convert at any time following the third (3rd) Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount ... | Label: Notices |
8cdccc48-98bb-4ebc-97dd-1ee1df91ee94 | Clause:
Each Party hereto will bear and pay all costs and expenses incurred by it in connection with the transactions contemplated in this Agreement, including fees and expenses of its own financial consultants, accountants and counsel (and with respect to Buyer including the fees incurred by Buyer in connection with S... | Label: Expenses |
67f2de44-50af-420c-9c6a-11c9946e5e9f | Clause:
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the inte... | Label: Notices |
328e5507-0853-4dc3-bd52-0b6a5030308d | Clause:
The undersigned represents and warrants to Landlord that (i) Tenant is duly organized, validly existing and in good standing in accordance with the laws of the state under which it was organized; (ii) all action necessary to authorize the execution of this Amendment has been taken by Tenant; and (iii) the indiv... | Label: Warranties |
9ccdb676-67e0-4ce5-a7f5-7f4295d41e56 | Clause:
During the Employment Period, the Executive shall receive an annual base salary (“ Annual Base Salary ”) at a rate of not less than $800,000 payable in accordance with the Company’s normal payroll policies. The Executive’s Annual Base Salary shall be reviewed for increase at least annually by the Compensation C... | Label: Base Salary |
89a04fb5-0232-40a3-988f-334e605f89b8 | Clause:
All capitalized terms not otherwise defined herein have the respective meanings given to them in the Contribution Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Definitions |
aa44d6e9-2ceb-4196-a64d-045ae63f2a56 | Clause:
The Executive shall be employed as the Chief Executive Officer of the Company and the Bank and, subject to the direction of the Board of Directors, shall perform and discharge faithfully the duties and responsibilities which may be assigned to the Executive from time to time in connection with the conduct of it... | Label: Positions |
855176c4-317b-4e29-b2fb-07d430b13454 | Clause:
Upon the payment in full of the Obligations and termination of the Security Agreement, the Grantee shall, at the reasonable request of the Grantor, execute, acknowledge, and deliver to the Grantor an instrument in writing in recordable form releasing the collateral pledge, grant, lien and security interest in t... | Label: Terminations |
7642c0d3-386d-4031-9e9e-189bcbb2e982 | Clause:
Closing shall take place on the Closing Date, at or around 9:00 MST by or before July 8, 2016, or at such other date, place or time as AHIT and Northern shall agree in writing, but shall be deemed effective as of 12:01 a.m. MST on the Closing Date.
Task: Classify this clause into ONE of these types (exactly on... | Label: Closings |
b0b871d5-d445-419c-a7f3-cea285b077d3 | Clause:
The Plan, Notice and Prospectus are hereby incorporated by reference and made a part hereof. This Agreement, Plan, Notice and Prospectus constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.
Task: Classify this clause into ... | Label: Entire Agreements |
1219743e-28dd-419a-b765-c735b276ecc3 | Clause:
This Agreement (including Exhibits) constitutes and contains the entire agreement and final understanding concerning Executive’s employment with the Company and the other subject matters addressed herein between the parties. It is intended by the parties as a complete and exclusive statement of the terms of th... | Label: Entire Agreements |
fccfd111-64f9-4431-a2b1-b582d3e3c786 | Clause:
If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting or defending against any Indemnity Claim that the indemnifying party elects to contest or defend or, if appropriate, in making any counterclaim against the Person asserting... | Label: Cooperation |
7297113c-d3db-4e15-8643-bb71dfc30b8a | Clause:
All of Borrower’s obligations under this Section 4 shall survive termination of the Total Commitment and repayment of the Obligation hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Survival |
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