id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
1668c0eb-b52e-45a9-af34-3b2d140d1799 | Clause:
On or before the Going Public Event Date, the Company agrees to publicly disclose all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplate... | Label: Publicity |
582353af-ce5c-41f4-96e8-475ba4d08e93 | Clause:
The Parent and the Borrower shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claim... | Label: Indemnifications |
6dadcc24-1742-41be-9cc8-94af6fe4b5a4 | Clause:
Except as disclosed in the Registration Statement and the Prospectus, the Company has made all filings, applications and submissions required by, and possesses all approvals, licenses, certificates, certifications, clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authori... | Label: Consents |
ebf5e1d7-30be-4b6d-8176-031a28ef8402 | Clause:
All actions by (including any authorization, consent or approval) or in respect of (including notice to), or filings with, any Governmental Authority or other Person that are required to consummate the Contemplated Transactions will have been obtained or made, in a manner reasonably satisfactory in form and sub... | Label: Consents |
558481c6-c46e-4a01-8263-a5a6a2c6e080 | Clause:
If the Executive voluntarily resigns his employment for Good Reason (subject to all of the terms and conditions of this Agreement, including without limitation Section 7(h)), Company will pay or provide Executive the same compensation and benefits as if the Executive was terminated by the Company without Cause ... | Label: Benefits |
e423e462-e8d5-4921-bad0-937f38163a94 | Clause:
Each of the Company and its Subsidiaries has duly filed or caused to be filed all federal, state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, local and other taxes, assessments and governmental charges or le... | Label: Payments |
43ad83db-42b5-438d-aefc-46eb6587a243 | Clause:
Executive acknowledges and agrees that the covenants set forth in this Section 7 and the preceding Sections 5 and 6 (collectively, the “ Restrictive Covenants ”) are reasonable and necessary for the protection of the business interests of Parent, Symbion and their Subsidiaries and Affiliates, that irreparable i... | Label: Remedies |
0025de3f-789c-4013-a896-1e9fbc2b025d | Clause:
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including ... | Label: Confidentiality |
05b0f20c-9519-4b66-b782-37676e03fab5 | Clause:
A Participant’s Retention Bonus will be distributed in a cash lump sum to the Participant (or his or her beneficiaries) within 10 days of the date the Participant’s right to such portion becomes vested in accordance with Section 4.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: General |
c6f54a11-c6aa-42cd-b255-fdec98ee89f5 | Clause:
No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by Agent, and then such waiver or consent sha... | Label: Modifications |
6dc164bb-4178-4b5d-b818-c70ade14b989 | Clause:
The Company intends to use the net proceeds from the sale of the Shares hereunder for general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Use Of Proceeds |
62cc5f10-6167-4c1e-a32d-a99d69886af0 | Clause:
No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties; provided, however, that the Company may change or modify this Agreement without the Participant’s consent or signature if the Company determines, in i... | Label: Modifications |
bb39b296-533a-41ba-8eb7-f21d527436b1 | Clause:
Each Note Party, by its signature below, hereby acknowledges, confirms and agrees that all of the Obligations (whether representing outstanding principal, accrued and unpaid interest, accrued and unpaid fees or any other Obligations of any kind or nature) currently owing by the Issuer under the Note Purchase Ag... | Label: Releases |
54dd81b1-8509-42ff-80b4-b5c5885bab9d | Clause:
The execution and performance of the transactions contemplated by this Agreement and compliance with its provisions by the Holder will not conflict with or result in any breach of any of the terms, conditions, or provisions of any agreement to which the Holder is a party or by which the Holder or the Holder’s a... | Label: No Conflicts |
1006c476-b9b8-4296-8e61-681bebf764de | Clause:
Borrower agrees to indemnify and hold the Agent and the Lenders and any of the officers, directors employees, agents or affiliates of any of them, harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, and expenses (including without limitation, reasonable attorne... | Label: Taxes |
f09feb5e-6823-4729-a3ce-9ab9a05fcfa3 | Clause:
This Agreement may not be assigned by either party without the express written consent of the other party, which approval will not be unreasonably withheld or delayed, except that either party may (without consent but with notice to the other party) assign this Agreement in its entirety to any successor in the ... | Label: Assignments |
290433e0-47ad-423a-b5ea-56492335bdaf | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts... | Label: Governing Laws |
acd042db-4d49-4a4b-a685-14c096f27625 | Clause:
Each Partner shall have the right at all reasonable times during usual business hours to inspect the facilities of the Partnership and to audit, examine and make copies of the books of account and other records of the Partnership. Such right may be exercised through any agent or employee of such Partner designa... | Label: Records |
5fd55334-3e9c-48b1-bfdb-7e79f8b12190 | Clause:
Headings used herein are for convenience of reference only, are not part of this First Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this First Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Headings |
9bb67858-b857-40dd-9350-b91676d56fd3 | Clause:
This Agreement and the other documents delivered in connection herewith, including the Registration Rights Agreement and the Schedule of Exceptions, constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and un... | Label: Entire Agreements |
692222c2-dcb7-4fcb-8adc-9d03460e8e16 | Clause:
Interest on funds advanced hereunder shall be due and payable by Borrower to Lender in the manner set forth in the Draw/Term Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Interests |
cd48acb5-9e27-44b3-91f5-651b3257f1bf | Clause:
The agreements and obligations contained in Section 3.8, Section 3.10, Section 7.7, Section 7.8, Section 7.10, Section 7.15, Section 7.16, this Section 7.18 and Section 7.19 shall survive the termination of this Agreement and any other Credit Document.
Task: Classify this clause into ONE of these types (exactl... | Label: Survival |
f59693be-025c-4541-b6a5-985511a8459a | Clause:
(a) The Loans comprising each Base Rate Borrowing (including each Swingline Loan and each Protective Advance) shall bear interest at the Base Rate plus the Applicable Margin.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Interests |
1ad5efcf-96a2-4a88-ba84-f683e4a4f5cf | Clause:
The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions shall apply in lieu of, and expressly supersede the provisions of Se... | Label: Change In Control |
31964237-5516-4e28-8cba-54794c0ea444 | Clause:
To the extent permitted or not expressly prohibited by applicable law, in connection with the obligations and liabilities as aforesaid, Borrower hereby waives (1) notice of any actions taken by any Bank Party under this Agreement, any other Loan Document or any other agreement or instrument relating hereto or t... | Label: Waivers |
f04f8176-69e5-487c-8e2d-c6dde5bbb8e5 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of, _____________________ shares of the Common Stock, par value $.001 per share, of which ___________________ were issued and outstanding as of __________________ . All of such outstanding shares have been, or upon issuance will be, val... | Label: Capitalization |
189ccaad-507a-4ba9-b6e5-87c80c560bfe | Clause:
The Executive’s base salary (the “ Base Salary ”) shall be paid in accordance with the Company’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments. The Company completes an annual benchmarking of the Executive’s role. The Company will review the Executiv... | Label: Base Salary |
501be188-fcef-48da-89dc-4b6d624c3300 | Clause:
During the Employment Period, Executive shall be eligible to participate in all retirement, compensation and employee benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company (except severance plans, policies, practices, or pr... | Label: Benefits |
3c4fcb6c-4257-48f7-999d-425ae93a3be2 | Clause:
The Company shall reimburse Employee, upon presentation of the Company’s standard expense report accompanied by appropriate vouchers and other suitable documentation, for all reasonable and appropriate expenses incurred by Employee for business-related purposes, including business-related travel, incurred by Em... | Label: Benefits |
f023126c-e3a2-4f8c-aa6a-cf1b225c1c3f | Clause:
This Agreement may be amended only by a written agreement executed by all the Parties. Following such amendment, this Agreement, as amended, shall be binding upon all Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Amendments |
aa35e595-3d00-4475-be17-8dbebdd73bad | Clause:
In the event of a Qualifying Termination prior to the earlier of (x) the Vesting Date or (y) a Change in Control (as defined in the Management Agreement): (a) the effective date of such Qualifying Termination shall serve as the vesting date for all Time-Based Units hereunder, and all such Time-Based Units shall... | Label: Terminations |
3929f734-3176-44fb-8699-69a23aaeebd2 | Clause:
None of the Parent, the Borrower or any other Restricted Subsidiary shall create, assume or suffer to exist (a) any Lien on its assets, except Permitted Liens, or (b) any Lien on the Excluded Real Property, except Liens permitted by clause (e), (f), (h)(iii), (h)(v), (h)(vi), (h)(vii), (h)(viii) or (h)(ix) of t... | Label: Liens |
d2e0cce2-4ec4-4cca-9602-bf02597fd043 | Clause:
This Agreement shall bind the Parties (and Escrow Agent, to the extent applicable) and their respective heirs, legal representatives, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Binding Effects |
79820d90-762e-44ed-a8c7-c7362867c929 | Clause:
Executive shall be indemnified and held harmless (including advances of attorneys fees and costs, subject to a customary undertaking to refund such amounts if finally determined not to be so indemnifiable), and covered under any contract of directors and officers liability insurance in respect of his actions an... | Label: Indemnifications |
29b0d554-9b9c-411b-b90e-cb09c7eaf4af | Clause:
All agreements, representations and warranties made herein and in every other Financing Document shall survive the execution and delivery of this Agreement and the other Financing Documents and the other Operative Documents. The provisions of Section 2.10 and Articles 11 and 12 shall survive the payment of the... | Label: Survival |
b628d8f9-6fff-48e4-90b8-9b025cbbb842 | Clause:
All notices and other communications from the Company to the Holder shall be sent by overnight courier (or sent in the form of a facsimile) at such address as may have been furnished to the Company in writing by the Holder or, until the Holder furnishes to the Company an address, then to, and at the address of,... | Label: Notices |
d3e189ec-28a3-45f4-bdf5-64552026ec75 | Clause:
To the extent reasonably possible, the Parties shall cooperate with and assist each other, as requested, in carrying out the purposes of this Agreement. The Purchaser shall cooperate as reasonably required by the Seller in the Seller’s efforts to obtain Required Consents and final certifications and recertifica... | Label: Cooperation |
d9c77449-9857-493d-8423-dd8d1ca41305 | Clause:
The execution, delivery and performance by the Borrower and each of the Guarantors of each of the Loan Documents to which it is a party and the borrowings and other extensions of credit hereunder (a) have been duly authorized by all corporate, stockholder, partnership, limited liability company or other organiz... | Label: Authorizations |
d73f42d3-31fb-4bbf-89ac-b952f59efe52 | Clause:
Captions, numbering and headings of in this Bill of Sale are for convenience of reference only and shall not be considered in the interpretation of this Bill of Sale.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Headings |
0161aea1-54ba-49bb-9ce8-af0e4c02ca4c | Clause:
The failure of any Party to enforce any of the terms, provisions or covenants herein shall not be construed as a waiver of the same or of the right of such Party to enforce the same. Waiver by any Party of any breach or default by any other Party of any term or provision of this Agreement shall not operate as ... | Label: No Waivers |
f0b457cb-a966-4117-89ff-4490c70e3833 | Clause:
This Amendment may be executed in counterparts which taken together shall be considered one and the same instrument. Such counterparts may be evidenced by facsimile or electronic (PDF) signature pages.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Counterparts |
c68a3acf-bf0a-412a-bd52-e316ab6bbd64 | Clause:
Except as set forth on Schedule 6.3 , no notice to, filing with, authorization of, exemption by, or consent of, any Person is required for Parent or Acquisition Co. to consummate the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Consents |
f4e4b4ec-d8f5-4aaa-b884-0b2df7c6b4eb | Clause:
Your job title will continue to be Chief Marketing & Sales Officer 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 Ex... | Label: Duties |
0085090a-f73b-46c1-aec6-21476dba4da5 | Clause:
Neither this Agreement, nor any term or provision hereof, may be waived, modified or amended except in a written instrument agreed to and signed by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Amendments |
a03a1766-7ac2-49e3-9372-a8a3318bbb66 | Clause:
The 2016 Short-Term Incentive Plan (the “Plan”) for Spok Holdings, Inc., was adopted by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Spok Holdings, Inc., (the “Parent” or the “Company”), a Delaware corporation for the employees of Spok, Inc., a Delaware corporation and ... | Label: Effective Dates |
4bc20d1d-8f20-4792-b26d-b5ec3ce846f6 | Clause:
Each Loan Party shall, from time to time, at its expense, preserve and protect the Collateral Agent’s Lien on and Prior Security Interest in the Collateral whether now owned or hereafter acquired as a continuing first-priority perfected Lien, subject only to Permitted Liens ( provided , that the Loan Parties sh... | Label: Further Assurances |
861baf38-34ab-4584-aeaf-bc2ac8722c47 | Clause:
This Agreement may be executed in one or more counterparts, all of which together will constitute but one 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, ... | Label: Counterparts |
6476816d-64d9-4bd5-80ef-5af606f86b17 | Clause:
Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan or Multiemployer Plan... | Label: Erisa |
880209dc-463a-4373-9cb2-0c0c378b6a5e | Clause:
Seller and Purchaser shall use commercially reasonable efforts to cooperate with each other (at no cost or expense to the Party whose cooperation is requested, other than any de minimis cost or expense or any cost or expense which the requesting Party agrees in writing to reimburse) to provide written notice to... | Label: Notices |
7b63e223-b2ed-4044-9d9b-3a4f51446b3f | Clause:
This Agreement applies to all matters related to any Tax Returns filed, Taxes paid, adjustments made in respect of any Tax, and any other matters involving Taxes on or after the Distribution Date between or among (i) Parent or any of its Subsidiaries (other than the SpinCo Entities) and (ii) the SpinCo Entiti... | Label: Effective Dates |
911e59aa-7047-418b-822d-512a2a70ce74 | Clause:
Seller will diligently take all reasonable steps required to assure that Company's licenses are not affected by the sale of the Shares to Buyer In addition, Seller will diligently take all reasonable steps required to obtain, prior to the Closing Date, all consents to the assignment, transfer, conveyance or oth... | Label: Consents |
1668702f-567e-4024-9020-6194536c4bde | Clause:
If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transac... | Label: Severability |
96c47e9d-9de2-43db-9918-ed4fdb53ce09 | Clause:
This Agreement supersedes all prior agreements and understandings between the Parties relating to the employment of Employee by Bio-Techne and it may not be changed or terminated orally. No modification, termination, or attempted waiver of any of the provisions of this Agreement will be valid unless in writing ... | Label: Modifications |
73b9ed91-46c3-4fe9-aa8d-88faf09f38fd | Clause:
You agree that Amkor will suffer irrevocable harm if you breach your obligations listed in this agreement, and that monetary damage may not be adequate to compensate Amkor for such breach. If you breach or attempt to breach any of the provisions in this agreement, you agree that without limiting any other remed... | Label: Remedies |
e817096b-f97e-4370-8b93-f40739d1b584 | Clause:
Each party’s obligations under this Section 3.02 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
... | Label: Survival |
67a16e46-86fa-469e-9069-af97067c2939 | Clause:
The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at the Borrower’s expense and upon reasonable prior notice, to visit and inspect any of the properties of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the ... | Label: Books |
799dc28c-0a12-45d5-8231-882e2c5800a3 | Clause:
In the event it is necessary for either party to retain the services of a lawyer to enforce the provisions of this GDPA or to file or defend any action arising out of this GDPA, then the prevailing party in any such action shall be entitled, in addition to any other rights and remedies available to it at law or... | Label: Expenses |
baae5a9c-760d-49ab-80d9-d7794cf006dd | Clause:
No later than the date of exercise of the SAR granted hereunder, the SAR Holder shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such SAR and the Company shall, to th... | Label: Withholdings |
6bb71b5b-96e3-4885-a9fc-cdc937a0d3be | Clause:
The waiver by any party to this Agreement of a breach of any provision of the Agreement will not operate or be construed as a waiver of any other or subsequent breach.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Waivers |
b7420cc3-cc45-496b-8cd1-d382dfbbd666 | Clause:
The Borrower shall maintain its principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all ac... | Label: Records |
73979951-4a05-4540-a6d8-a0b595df9f83 | Clause:
The Company and Castle Creek shall cooperate in good faith to facilitate the exercise of Castle Creek’s rights under this Section 4, including to secure any required approvals or consents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Cooperation |
069f7f03-65b6-4b4d-9b75-202b5e2beaf1 | Clause:
After giving effect to the execution and delivery of the Loan Agreement and the consummation of the transactions contemplated thereby, neither the Company nor any of its Subsidiaries is in violation or default of (a) any term of its formation documents or by-laws or (b) of any provision of any indebtedness for ... | Label: No Conflicts |
ab4e1948-2207-42b8-8393-3ae16c9755cc | Clause:
Each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware and any appeals court thereof or (b) if such court does not have subject matter jurisdiction, any other state or federal court located within the County of New Castle in the State of Delaw... | Label: Consent To Jurisdiction |
cfa1252d-e1ca-4d79-bafd-52608f82ea6f | Clause:
As of the Effective Date, the Term of the Sublease shall be amended expire on December 14, 2018 (the “Extended Expiration Date”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Terms |
55287af1-352a-4fb4-ad32-e20624863800 | Clause:
The headings of the Sections, subsections, paragraphs and subparagraphs hereof are provided for convenience of reference only, and shall not be considered in construing their contents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Headings |
090b002a-6274-4955-9734-e6ccb7f208e8 | Clause:
All of Borrower’s Products are listed on Schedule 8.2(a ) (as updated from time to time pursuant to Section 4.15).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Disclosures |
661dfd5b-f46a-4eaa-ada3-0a47054936bf | Clause:
After giving effect to the execution and delivery of the Loan Documents and the making of the Loans under this Agreement, the Borrower is Solvent and the Loan Parties are Solvent on a consolidated basis.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Solvency |
690842ff-8196-4952-9342-45fc6e42ca25 | Clause:
This Release Agreement and the Employment Agreement represent the entire agreement and understanding between the Company and Executive concerning Executive's separation from the Company and supersede and replace any and all prior agreements and understandings concerning Executive's relationship with the Company... | Label: Entire Agreements |
2563915e-0141-40fa-a7db-fee06733d03f | Clause:
Landlord’s acceptance of Rent following an Event of Default shall not waive Landlord’s rights regarding such Event of Default. No waiver by Landlord of any violation or breach of any of the terms contained herein shall waive Landlord’s rights regarding any future violation of such term or violation of any other... | Label: No Waivers |
c652b124-79cc-4add-96c9-b25eb14ea214 | Clause:
(a) Unless previously terminated, the Commitments shall automatically terminate on the Maturity Date.
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: Terminations |
bb3db3fe-b3ef-4baf-b9b7-09212080e36d | Clause:
Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel at , and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee ... | Label: Notices |
8564a231-b109-4547-b9c2-bf8fbac5c274 | Clause:
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in rea... | Label: Notices |
4bb449dd-a6f2-4ad7-8b46-f952d94d28c8 | Clause:
This Agreement and the rights and obligations under this Agreement shall not be assignable or transferable by any Party (including by operation of law in connection with a merger or consolidation of such Party) without the prior written consent of the other Party, such consent not to be unreasonably withheld. A... | Label: Assignments |
a7f3cd9c-2ac8-4811-94ab-c9546c3671c4 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Purchase Shares and the Commitment Shares) will not (i) res... | Label: No Conflicts |
eb1e8d4f-cc0a-403f-b056-bb6f022fc3d5 | Clause:
The Company shall have the right to (a) require any Participant or beneficiary to pay to the Company the amount of any taxes which the Company may be required to withhold with respect to any benefits earned under, or distributions from, the Plan or (b) deduct from all amounts paid the amount of any taxes which ... | Label: Taxes |
9e5c5df7-acfd-4cda-b9e8-8a775d753da2 | Clause:
The Company shall pay Manager an annual base salary of $167,493.04 per fiscal year, payable in accordance with the Company’s customary payroll practices for management employees. The Chief Executive Officer or his designee may review and adjust Manager's base salary from year to year; provided, however, that d... | Label: Base Salary |
f47f1f8e-c7b8-41fc-bcae-e8c345e85bbe | Clause:
This Agreement is the sole and entire agreement by and between the Parties regarding the subject matter set forth in this Agreement, and this Agreement supersedes all prior agreements and understandings with respect thereto. All previous negotiations, statements and preliminary instruments by the Parties with r... | Label: Entire Agreements |
dea9b05d-85c9-4a78-8246-19ba1580e46c | Clause:
THE BORROWER AND THE CREDITOR PARTIES MUTUALLY AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Waivers |
b4633328-95e4-4bed-b2fc-04f00358cd02 | Clause:
For and in consideration of the mutual benefits to be derived here from, and subject to the terms and conditions hereinafter set forth, Seller shall sell, transfer, convey and deliver to Buyer at closing, and Buyer shall purchase and acquire at closing an undivided 90% of all right, title, interest and estate o... | Label: Sales |
7f2912d4-cf08-48d1-b7e9-3aee89ed2a9b | Clause:
Section 7.15 of the Disclosure Schedule sets forth a list of all policies of insurance which are maintained by Seller, including name of insurer and type and amount of coverage; and all of such policies of insurance are in good standing, valid and subsisting, and in full force and effect in accordance with thei... | Label: Insurances |
14e821db-94ce-48b7-aa97-346ad2317d75 | Clause:
Words used in the singular shall include the plural, and vice-versa, and any gender shall be deemed to include the other. Whenever the words “including”, “include” or “includes” are used in this Agreement, they shall be interpreted in a non-exclusive manner. The captions and headings of the Sections of this Agr... | Label: Interpretations |
3b207912-26fd-4619-8d55-9c17c786014d | Clause:
To the extent transferable, Assignees shall be and are hereby subrogated to all covenants and warranties of title by parties (other than Assignors or their Affiliates) heretofore given or made to Assignors or their predecessors in title with respect and to the extent applicable to the Purchased Assets.
Task: C... | Label: Warranties |
3255410a-b34e-45c2-941c-47532a27794e | Clause:
Borrower shall keep all of Borrower’s properties, real and personal (including the Collateral), adequately insured at all times with responsible insurance carriers, reasonably acceptable to Lender, against loss or damage by fire and other hazards (so called “All Risk Coverage”). Borrower shall at all times main... | Label: Insurances |
1bba39c6-5ce2-44c9-9597-94a2d955cd80 | Clause:
The Company and each of the Investors each acknowledge and agree that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it and that, in the event of any breach or threatened breach hereof, (a) the non-breaching Party shall be entitled to seek injunctive an... | Label: Specific Performance |
5493c472-c825-4cb2-82c9-c974196c7ef8 | Clause:
Neither the Loan Parties nor any of their respective Subsidiaries is in default with respect to any note, indenture, loan agreement, mortgage, lease, deed, or other agreement to which such Loan Party or Subsidiary is a party or by which it is bound, which default could reasonably be expected to have a Material ... | Label: No Defaults |
1120213b-25b4-4de8-a189-bd38bc109f8c | Clause:
This Plan shall be binding upon, and shall inure to the benefit of the Corporation and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Corporation’s assets and business.
Task: Classify this clause into... | Label: Successors |
907e46fc-6fb8-4436-83fd-c1b15d127ab6 | Clause:
The interpretation, performance and enforcement of this Award Agreement shall be governed by the laws of the State of Texas, U.S.A. without regard to the conflict-of-laws rules thereof or of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Governing Laws |
45f6d289-4e2a-421f-b957-cb22ee2e82cd | Clause:
Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things commercially reasonable and necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual p... | Label: Existence |
4dd3209a-05fd-4ec4-8954-7575261061e8 | Clause:
This Agreement, may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Counterparts |
d6c1022f-c5de-4a82-a304-e93ef6456311 | Clause:
Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Credit Agreement. The provisions of Section 1.03 of the Credit Agreement shall apply to this Agreement as though set forth herein, mutatis mutandis.
Task: Classify this clause into ONE of these types (exactl... | Label: Defined Terms |
4569cb54-1102-42d8-8b97-4d116e873c75 | Clause:
You will be indemnified to the fullest extent permitted by law, from and against any and all liability, loss, damages or expenses incurred as a result of, arising out of, or in any way related to, your service as Interim Chief Financial Officer, in accordance with the Company’s Certificate of Incorporation and ... | Label: Indemnifications |
5d643d3c-2486-4e22-a9de-b44770a34f46 | Clause:
Serviceco and Opco shall comply with the provisions applicable to confidential information set out in Section 13.12 of the Partnership Agreement, which provisions are incorporated herein by reference as if set out in full.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Confidentiality |
0a2b86fd-d9f2-4846-bc6d-cff1e0c183dc | Clause:
Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that r... | Label: Warranties |
4dfc7193-ce2e-48ae-a31a-4d7bfc936979 | Clause:
This Agreement shall automatically terminate and be of no further force and effect in the event that the conditions in paragraph 1(b) of this Agreement have not been satisfied on or prior to March 27, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Terminations |
0250a5d0-e4e6-48a2-a522-791b1a19e70f | Clause:
To the best of Purchasers’ knowledge, neither Purchaser is in violation of any applicable order, judgment, injunction, award or decree nor are they in violation of any federal, provincial, state, local, municipal or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory ... | Label: Compliance With Laws |
ac4b0ba5-803d-40cb-8c13-96adf96707f4 | Clause:
This Agreement may be executed in multiple counterparts, each of which shall be considered an original document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Counterparts |
81211274-9b11-4aea-9a10-03707ea89574 | Clause:
Except as otherwise expressly provided in this Agreement or in the definitive documents for the Transaction, each party hereto will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereb... | Label: Expenses |
6e3c13a9-c32c-4178-a070-d61745487b75 | Clause:
This Agreement may be amended or modified in whole or in part, and terms and conditions may be waived, only by a duly authorized agreement in writing which makes reference to this Agreement executed by each of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Amendments |
e94d8558-f61d-413f-abe5-92e7278f0c0d | Clause:
Executive represents and warrants to the Company that Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Representations |
4af8a4ad-eb91-4d8a-b73e-88c71c1b51e4 | Clause:
Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) transactions with the Parent or any of its Restricted Subsidiaries that are not otherwise prohibited under this Agreement and any Permitted Intercompany Investments, (b) ... | Label: Transactions With Affiliates |
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