id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
8b6fba25-7a2d-4be8-a7c2-4f5b18e56c75 | Clause:
Sellers have caused the Escrow Agent (also referred to herein as the “ Title Company ” to issue to Buyer (with a copy to Sellers) a title insurance commitment for the Property (the “ Title Commitment ” ). The title insurance policy to be issued at the Closing by the Title Company pursuant to the Title Commitmen... | Label: Titles |
4b163161-62a2-4e0d-bdc8-edb75727cf96 | Clause:
Borrower shall have delivered evidence satisfactory to the Lender of the existence of insurance required hereby.
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: Insurances |
99a988ed-b1ae-4e9f-a979-da03cff97d8f | Clause:
All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postage-paid, and registered or certified with return receipt requested or by deliv... | Label: Notices |
83fb99ac-cc32-4140-859e-b74360ca2d56 | Clause:
The Loan Documents shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or of any other state. The Company and each Investor consent to personal jurisdiction in Orange County, California.
Task: C... | Label: Governing Laws |
a40d785b-93e1-4acc-9a2e-fee43dd9e236 | Clause:
All material federal, state and other tax returns and reports required to be filed by or with respect to the Company have been duly and timely filed, and all material federal, state and other taxes, assessments, fees and other governmental charges owed by the Company or for which the Company may be liable that ... | Label: Taxes |
1d2e5696-9315-4d67-a562-0ad77e3890d6 | Clause:
All laws, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other... | Label: Anti-Corruption Laws |
d2373a22-69c8-476d-9994-313ac7eba445 | Clause:
The Parties acknowledge and agree that, in the event of a breach or a threatened breach by either Party of this Agreement for which it will have no adequate remedy at law, the other Party may suffer irreparable damage and, accordingly, shall be entitled to injunctive and other equitable remedies to prevent or r... | Label: Remedies |
84b47010-cb0d-41ba-a063-cf39a0c94265 | Clause:
Any cause of action with respect to a breach of the representations and warranties set forth in Section 8A, inclusive, shall survive (and, subject to the terms of this Agreement, Seller shall be liable for any such breach) for a period of nine (9) months from the Closing Date (such period of time, the “ Surviva... | Label: Survival |
9fedec8a-d838-4614-8918-561e445715ef | Clause:
The Agent may declare any and all of the Obligations to be immediately due and payable; and, in addition to that right, and in addition to exercising all other rights or remedies, the Agent may proceed to exercise with respect to the Collateral all rights, options and remedies of a secured party upon default as... | Label: Remedies |
28f4f242-566d-49eb-abcd-d07d5067fdf0 | Clause:
The Lenders, the Administrative Agent, the Brazilian Administrative Agent and the Arrangers shall have received all fees and out-of-pocket expenses required to be paid hereunder and (with respect to such expenses) invoiced at least three (3) Business Days prior to the Closing Date.
Task: Classify this clause i... | Label: Fees |
3b08927d-30b7-429d-8a77-822b270e0872 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties at such time as all of the signatories hereto have signed a counterpart of this Agreement. All counterparts so executed shall constitute one Agreement bin... | Label: Counterparts |
44b77261-ed08-40f9-8569-d35bcfbf363b | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT, OR ANY TRANSACTION OR CONDU... | Label: Governing Laws |
97cd35ad-e713-48f8-9760-17addbfe2a8e | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the application of any choice-of-law rules that would result in the application of another state’s laws. Any dispute hereunder may be adjudicated in any Federal or state court sitting in t... | Label: Governing Laws |
bf0c18fc-8db6-43c4-9e68-e9533639d5ff | Clause:
Subject to the terms and conditions of this Agreement, the closing of the purchase and sale of the Shares by the Purchasers and the Company pursuant to this Agreement (the “ Closing ”) shall be held at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 10:00 a.m. New York tim... | Label: Closings |
fa36fb99-f11d-450e-9d33-0cf0ae854050 | Clause:
Executive agrees, at all times following the Effective Date, not to, directly or indirectly, on his behalf or on behalf of any other person or entity, (a) take any action which is intended, or could reasonably be expected, to harm, disparage, defame, slander, or lead to unwanted or unfavorable publicity for the... | Label: Non-Disparagement |
177eee5f-cb6e-4398-a3da-e091f951b634 | Clause:
Except as set forth on Schedule 4.9, (a) the Parent Borrower and each of its Subsidiaries owns, or is licensed to use or otherwise possess a legally enforceable right to use, all Intellectual Property necessary for the conduct of its business as currently conducted; (b) no material claim has been asserted and i... | Label: Intellectual Property |
89eec731-5662-4bf4-b13e-67ccbf77edf3 | Clause:
(a)This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive, except for the assignment by will or the laws of descent and distribution, and any assignment in violation of this Agreement shall be void. The Company may only assign this Agree... | Label: Assignments |
f0573a3d-9f76-4825-a0ea-765bfb9ee972 | Clause:
This Agreement embodies the entire agreement and understanding between the Company and the Sabby Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, commitments, arrangements, negotiations or understandings, whether oral or written, express or implied, between eithe... | Label: Entire Agreements |
577016eb-ca46-4b30-9ca6-b1131d640b80 | Clause:
In interpreting the terms and conditions of this Agreement, no presumption shall be interpreted for or against a party as a result of the role of such party in the drafting of this Agreement. Sections headings are for convenience only and shall not be used to interpret this Agreement.
Task: Classify this claus... | Label: Interpretations |
777fceae-161d-497b-9f3e-aa285fac7c3d | Clause:
This Agreement may be executed in several counterparts, each of which is an original, but all of which together constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Counterparts |
54f19194-b0f4-49d9-ad85-ec5afcce3296 | Clause:
This Amendment No. 1 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 1 by telefacsimile or other electronic method of transmission shall have ... | Label: Counterparts |
f7efb729-9225-40b6-af54-98f9aa90c4f9 | Clause:
As of the Second Restatement Effective Date, the Obligors’ Agent has provided the Agents with a listing of all material insurance maintained by each Group Member as of the Second Restatement Effective Date, with the amounts insured (and any deductibles) set forth therein.
Task: Classify this clause into ONE of... | Label: Insurances |
bf64fd86-55d3-448d-8b59-e620dbfc13e2 | Clause:
The Plan shall be governed by and construed in accordance with the internal laws of the Delaware without reference to the principles of conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
3cf8dea7-5193-4e04-bbfc-b99498cd071a | Clause:
The Borrower will not, and will not permit any of its Restricted Subsidiaries to, use the proceeds of the Loans for any purpose other than the payment of Expenses.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Use Of Proceeds |
6c4444ba-ec16-489c-90d5-50a86071844c | Clause:
Notwithstanding anything in this Article XIV or elsewhere in this Agreement to the contrary, any amendment and restatement of Exhibit A hereto by the General Partner to reflect events or changes otherwise authorized or permitted by this Agreement, whether pursuant to Section 7.01.A(20) hereof or otherwise, shal... | Label: Amendments |
bd3b73f6-e6cc-46f3-a594-c19cc4d82fe6 | Clause:
This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which, taken together, will constitute one instrument. Buyer and Seller may execute different counterparts of this Agreement and, if they do so, the signature pages from the different counterparts m... | Label: Counterparts |
256438a5-1703-47ed-9f13-ee0db2913ddc | Clause:
No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Amendments |
31f2822f-c2be-4ad7-b714-127c6219dab5 | Clause:
Unless otherwise noted, all references to Sections herein are to Sections of this Agreement. The titles, captions and headings of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Task: Classify this ... | Label: Titles |
5b9586eb-cd78-4d3c-91cc-fc520ed9d4a8 | Clause:
The Borrower agrees to promptly take such action, upon the request of the Agent, as is necessary to carry out the intent of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Further Assurances |
c28bbc22-6b95-439a-a898-533ccabcc27a | Clause:
Each Granting Party shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Security Collateral are insufficient to pay in full the Loans, Reimbursement Obligations constituting Obligations of such Granting Party and, to the extent then due and owing, all other Obligations... | Label: Waivers |
d1aaa856-af07-41fc-9c73-91004a0ecb3a | Clause:
In the event that either party breaches any of its obligations under this Agreement, the other party may, at its option, seek monetary damages, a court order requiring compliance with this Agreement, or other legal and equitable remedies as appropriate. A court, jury, and/or agency of competent jurisdiction sha... | Label: Remedies |
cf26c493-d0c6-4827-b18f-8bdcb3266103 | Clause:
This Agreement shall become effective when it has been executed by all of the parties to this 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, A... | Label: Effectiveness |
c6889c91-87de-4c54-8ff2-23f5dfa31d88 | Clause:
The Committee shall have plenary authority to award Incentives under the Plan, to interpret the Plan, to establish any rules or regulations relating to the Plan that it determines to be appropriate, to enter into agreements with or provide notices to participants as to the terms of the Incentives (the Incentive... | Label: Authority |
a7a90693-348c-484b-a9a7-0609fef973c2 | Clause:
Each of the Credit Parties and each Subsidiary owns all the Intellectual Property, franchises or rights with respect to the foregoing, or each has obtained licenses of all other rights of whatever nature necessary for the present conduct of its businesses, in each case without any known conflict with the rights... | Label: Intellectual Property |
e2903b34-034c-4bc9-8d25-3858cef422f4 | Clause:
The Company shall have the right to withhold from any Bonus Payment, any federal, state or local income and/or payroll taxes required by law to be withheld and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholdi... | Label: Withholdings |
28c592fb-7ab1-4972-99e5-31f3291f2cba | Clause:
In the event of any disputes or controversies arising from this Agreement or its interpretation, the party or parties prevailing in a court of competent jurisdiction, or receiving a settlement payment, will be entitled to receive reasonable legal fees and related costs and expenses.
Task: Classify this clause ... | Label: Costs |
67c6e6a2-750f-4329-8e9b-ec0849da5a09 | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
2623961f-ed25-4db9-bc3f-8361b0401c8b | Clause:
Each filing Party shall (a) regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party and (b) provide the other Party and its patent cou... | Label: Cooperation |
4d44628e-321a-4b9f-a63d-d819407bac8b | Clause:
It has the legal capacity to execute and deliver this Agreement and the documents to be executed and delivered by it at the Closing pursuant to the transactions contemplated hereby. This Agreement and all such documents constitute valid and binding agreements of such party, enforceable in accordance with their ... | Label: Enforceability |
84e83f71-7ce9-4b55-a328-73f3cf298244 | Clause:
The terms of this Agreement shall be binding upon and inure to the benefit of NBHC , its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Successors |
567b6043-6ba8-419f-af0d-daa59ee5b025 | Clause:
Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date, (ii) the number of shares... | Label: Subsidiaries |
0f7db4df-7478-45a7-b470-dc5f054ea3b1 | Clause:
It is expected that the Spinco omnibus equity plan and executive severance plan will contain standard change in control provisions similar to those contained in the comparable Biogen plans.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Change In Control |
9f9d5271-eb89-41a0-b18b-298ce6c8ace9 | Clause:
Any claim or controversy arising out of or relating to this Agreement or the breach hereof shall be resolved exclusively by arbitration. Any such arbitration will be administered in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”), in or near the area of Pl... | Label: Arbitration |
f5f6f551-ed60-4706-8cfa-2b90bcccacd8 | Clause:
Executive shall be eligible for 4 weeks of paid vacation that includes 1 week Christmas holidays as provided to similarly situated employees under the Company ' s policy, if there is one, or other policies in place, which vacation time shall be taken at such time or times in each year so as not to materially an... | Label: Vacations |
25cde16d-191a-4bb9-8127-d978d7a5feb3 | Clause:
As of the Closing Date, all financial information and other factual information furnished by or on behalf of either Borrower in writing to Bank (including, without limitation, all factual information contained in the Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents ... | Label: Disclosures |
ef8a5b6a-7d8c-4ca4-8443-bdee12c0cbf2 | Clause:
The term of this Agreement (the “Term”) shall commence effective as of the Effective Date and continue until the fourth anniversary of the Effective Date, unless Executive’s employment is earlier terminated in accordance with Section 10 of this Agreement; provided, however, that, on the fourth and subsequent an... | Label: Terms |
2a4a9837-e573-4f0d-92a8-d5d5b2925823 | Clause:
The execution, delivery and performance by each of each Seller Party and each Guarantor of each Program Agreement do not conflict with any term or provision of the formation documents or by-laws of Seller Parties or Guarantors or any law, rule, regulation, order, judgment, writ, injunction or decree applicable ... | Label: No Conflicts |
06ce0f25-b9cf-4237-b280-07667e0351a5 | Clause:
In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) o... | Label: Specific Performance |
1d41f7b6-cd8d-4ba7-9675-cb7bb6e0196c | Clause:
From time to time after Closing, the Parties shall each execute, acknowledge and deliver to the other such further instruments and take such other action as may be reasonably requested in order to accomplish more effectively the purposes of the Transaction.
Task: Classify this clause into ONE of these types (e... | Label: Further Assurances |
de393734-3a48-490d-8804-b978b38309b3 | Clause:
During the Pre-Closing Period, each Party hereto shall promptly notify the representative of the other Party of any lawsuits, claims, proceedings or investigations which after the date hereof are threatened or commenced against such Party or any officer, director, employee, consultant, agent or shareholder ther... | Label: Litigations |
08de1e6a-13d7-4a40-8d25-bd8a7f1fe190 | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by internationally recognized overnight courier (postage prepaid and acknowledgment of receipt requested) to the party to whom the same is so delivered, sent to the applic... | Label: Notices |
a686db8b-1a0c-44b6-8f94-86fc18f3db3c | Clause:
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Class A Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a brea... | Label: Remedies |
1accd11f-247c-43cb-82a0-ed5ed3df7314 | Clause:
Effective as of July 1, 2016, Section 2(a) of the Agreement is hereby amended by deleting “$230,000” therefrom and replacing it with “$275,000”.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Base Salary |
20b7824c-8885-4cf6-83eb-ab43baed0143 | Clause:
This Agreement and the agreements, instruments, and documents contemplated hereby, shall be governed by, and construed in accordance with, the Legal Requirements of the State of Delaware, without regard to any applicable principles of conflicts of law that might require the application of the Legal Requirements... | Label: Governing Laws |
da20b34e-5bb5-4649-923b-c4e5f6a7d1ba | Clause:
The Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will (i) execute any Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplat... | Label: Confidentiality |
86791878-2c1b-49af-9ca6-809e9364cbbc | Clause:
Executive will be reporting to the Company’s Chief Executive Officer. Within the limitations established by the Bylaws of the Company, the Executive shall have each and all of the duties and responsibilities of the CFO position and such other duties on behalf of the Company as may be reasonably assigned from ti... | Label: Duties |
9a7b0f33-fa45-445c-809f-7a07b370d810 | Clause:
Subject to the terms and conditions of this Agreement, the Company agrees to employ the Executive, and the Executive agrees to serve the Company, as its Executive Vice President, Human Resources and General Counsel (“Executive’s Position”). The parties intend that the Executive shall continue to so serve in thi... | Label: Positions |
264726d7-6752-47f9-be95-c298f491bebd | Clause:
Tenant, at Tenant’s expense, shall be responsible for obtaining all required permits and approvals for each of Tenant’s Monument Sign and Exterior Signs (collectively,” Tenant’s Signs ”). Tenant’s Signs must comply with all Requirements. Landlord, at no cost to Landlord, shall cooperate with Tenant to obtain ... | Label: Approvals |
d831abb4-fdd8-45b5-9129-71afa74b556f | Clause:
No Individual Borrower shall (and shall not permit or cause Mortgage Borrower to) and Equity Owner shall not (and shall not permit or cause Operating Lessee to) create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or the Collateral or permit any such action to be taken, ex... | Label: Liens |
d11cf091-1e84-4b16-bb7b-e21c066f4fe2 | Clause:
Executive’s “ Disability ” means Executive’s absence from the full-time performance of his duties with the Company for one hundred eighty (180) consecutive days by reason of his physical or mental illness.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Disability |
9d5abb19-58e4-429e-a207-1ae7c0d3062a | Clause:
This Agreement, together with the exhibits hereto, constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Entire Agreements |
36daef46-2989-4e0b-9cd4-5aba29c03510 | Clause:
Capitalized terms used but not otherwise defined herein (including in the preamble hereto) have the meanings assigned to them in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Defined Terms |
42dd7b50-5a3a-49af-b49e-bd2fd8d017da | Clause:
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER OR ANY RELATED PARTY OF THE FORE... | Label: Submission To Jurisdiction |
9b671fec-0ea0-45d8-a1d1-7a6740855dd2 | Clause:
For Executive’s first year of employment he will be entitled to 15 days vacation, earned on a pro-rated basis depending on Executive’s date of hire. Additional vacation time will be accrued after each completed year of service based on the Executive’s hire date in accordance with the Employee Handbook.
Task: C... | Label: Vacations |
2b210a04-aaf1-4e58-a02a-911ed76fc1a4 | Clause:
BORROWER, AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A... | Label: Waiver Of Jury Trials |
3788bc29-3767-45ca-b317-95beb2997611 | Clause:
Each notice, request or other communication given to any party hereunder shall be given in accordance with Section 13.01 of the Indenture, and in the case of any such notice, request or other communication to a Grantor other than the Company, shall be given to it in care of the Company.
Task: Classify this cla... | Label: Notices |
efa450da-8a5e-4a31-a166-3f6d1bba3385 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
43750773-fad6-4a68-bf7a-f984a2346b16 | Clause:
The Company's obligations under this Agreement shall be subject to the satisfaction of all applicable withholding requirements including those related to federal, state and local income and Service taxes (the “Required Withholding”). The Company may withhold an appropriate amount of cash (with respect to the pa... | Label: Withholdings |
e19876a9-6e66-447e-ad47-382c581a5f28 | Clause:
The interest rate of any loan described herein must not be in excess of a reasonable rate of interest. In determining what is a reasonable rate of interest, all relevant factors will be considered including the amount and duration of the loan, the security and guarantee (if any) involved, the credit standing of... | Label: Interests |
78d27211-5965-422f-85e8-6187aeb9307b | Clause:
The Executive agrees that he will not at any time, either during the Employment Term or thereafter, divulge to any person, firm or corporation any information obtained or learned by him during the course of his employment with the Company, with regard to the operational, financial, business or other affairs of ... | Label: Confidentiality |
edc1a0fb-193c-4215-9b0c-cd69e4bd7dd5 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execu... | Label: Confidentiality |
ad2dd899-018b-4b7c-bf62-7eb833df34cb | Clause:
Buyer is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has full limited liability company power and authority to carry on its business as now being conducted. Parent is a corporation duly organized, validly existing and in ... | Label: Organizations |
f5a27140-bd87-4340-b122-a2853c7e0958 | Clause:
The Sellers will deliver certificates representing the Company Interests and registered in the name of Purchaser, and Purchaser will deliver a certificate representing the Exchange Shares registered in the name of the Sellers. Subject to the satisfaction of the conditions set forth in Article VI , the time and ... | Label: Closings |
7f5e4e78-c1c3-4878-b2a2-9d5b0bb61d13 | Clause:
The Employers agree to indemnify the Employee in his capacity as an officer of the Employers and, to the extent he serves with the approval of the Employers as a representative, an officer or a Board member of any community organization or financial services industry association or similar entity, as set forth ... | Label: Indemnifications |
53a873a7-34a8-461d-9893-1c9136917522 | Clause:
This agreement shall be governed by, and construed in accordance with, the law of the state of new york.
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, A... | Label: Governing Laws |
97c2240e-da3e-48e0-b022-4f3c107085e8 | Clause:
All demands, notices, communications and instructions upon or to the Seller, the Servicer, the Owner Trustee, the Indenture Trustee or the Rating Agencies under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly g... | Label: Notices |
d1b866df-9a88-41f1-9875-da6c97c756df | Clause:
On 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 $1,800,000 of Shares and Warrants. Each Purchaser shall deliver to the clearing account designated by the Placement Ag... | Label: Closings |
32505844-610d-4a1a-8444-33381bb78663 | Clause:
During the Term, Employee agrees to devote his: (a) full business time, attention and energies to the business of the Company; and (b) reasonable, good faith efforts, skills and abilities to faithfully perform such duties as are customary and appropriate in his capacity as President as set forth in Section 2.3 ... | Label: Duties |
de999e63-3137-463f-a35f-ed03ffde326e | Clause:
The Loan and Security Agreement and any and all other documents executed in connection with the Loan and Security Agreement, including, without limitation, any Amendments thereto, shall hereinafter be collectively referred to as the "Loan Documents". Capitalized terms used herein and in the recitals hereto, but... | Label: Definitions |
f8fbc2ee-021e-4e8e-ba4f-60f4e8d92845 | Clause:
This Agreement may not be altered, amended, or modified except by a written instrument executed by or on behalf of CEOC and the Required Preferred Backstop Investors, provided that if any alteration, amendment or modification could be adverse to any of the Preferred Backstop Investors, such Preferred Backstop I... | Label: Amendments |
722e03fe-130f-48a9-8426-e0383b735e1b | Clause:
With respect to each Plan, the Borrower and all ERISA Affiliates have paid all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code and could not reasonably be subject to a lien under Section 430(k) of the Code or Title IV of ERISA. Neither the Bor... | Label: Erisa |
ec7b57b0-636c-4304-9e90-97e15d26d641 | Clause:
The Originator will duly pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material taxes, rates, assessments, fees and governmental charges upon or against the Originator or such Subsidiary or against their respective property, in each case before the same becomes delinquent ... | Label: Taxes |
8f6cc882-dc95-44fa-981a-43c5dc71d865 | Clause:
Each party, in connection with its performance under this Agreement, will comply with all Applicable Laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority,... | Label: Compliance With Laws |
edf14977-073e-48c9-9531-cc74e11275cc | Clause:
If any provision hereof is determined to be illegal or unenforceable for any reason, the remaining provisions hereof shall not be affected thereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Severability |
1a2f4661-ce8a-4716-8fd8-3c1c4c584175 | Clause:
Each Loan Party hereby represents and warrants that each of this Amendment and the Credit Agreement and the Security Agreement as amended hereby is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.
Task: Classify this clause into... | Label: Enforceability |
e0ad1f03-ed4b-4020-b3b3-d1eb6b9c8004 | Clause:
No amendment to this Agreement shall be binding on any of the parties hereto unless such amendment is in writing and is executed by the party against whom enforcement of such amendment is sought.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Amendments |
e837098f-f3e7-4e17-99cd-566174afdc3f | Clause:
Subject to Section 2.19(a), the Borrower shall give the Administrative Agent and the applicable LC Issuer notice prior to 1:00 p.m. (Chicago time) at least five (5) Business Days prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the proposed date of issuance... | Label: Notices |
3aba9b7a-23d1-4727-9bc2-4af6657770ff | Clause:
I acknowledge that I am not relying on any promises or representations by the Company or any of its agents, representatives or attorneys regarding any subject matter addressed in this Release. I acknowledge that this Release constitutes the entire agreement between the Company and me and that this Release super... | Label: Entire Agreements |
b350f6f4-5f00-4af0-8634-4056186fa31d | Clause:
(a) Such Grantor will not (and will not affirmatively permit any licensee or sublicensee thereof to) do any act, or omit to do any act, whereby any material Intellectual Property owned by such Grantor may become forfeited, abandoned or dedicated to the public, except to the extent that such Grantor determines ... | Label: Intellectual Property |
d192d18a-66ae-401b-a937-b7fa01eecdd1 | Clause:
The non-vested portion of a Participant’s Accrued Benefit shall be treated as a forfeiture when the Participant or his or her spouse (or surviving spouse) receives a distribution of the present value of his or her vested Accrued Benefit, pursuant to Section 8.02, and the Participant’s service attributable to su... | Label: Forfeitures |
2211c6df-23e7-4976-ac0a-25d55d947167 | Clause:
If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any sovereign government or regulatory body having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with such law, rule o... | Label: Severability |
3f2faf33-8df0-473a-9894-f4a2be78c92d | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of su... | Label: Participations |
e621d611-9dc2-4b85-a389-7a6b91e72fb6 | Clause:
All notices or other communications by a participant to the Company under or in connection with this Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
Task: Classify this clause i... | Label: Notices |
93aac8a0-d7f1-472e-b992-0ee4507e4259 | Clause:
All Registration Expenses incurred in connection with any Shelf Registration under Section 2 shall be borne by the Company, whether or not any registration statement related thereto becomes effective.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Expenses |
09047c29-319d-43f6-a109-6197cf608dfe | Clause:
The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Waivers |
da33fafa-55c0-48ce-86c8-9428d4617241 | Clause:
This Agreement shall be binding on and inure to the benefit of the Company, the Agent, each Indemnified Person (as defined in Exhibit I attached hereto) and their respective successors and assignees. This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof and supe... | Label: Miscellaneous |
88f37f2c-4568-4a38-a6ef-6a84bda5d0fe | Clause:
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Compan... | Label: Insurances |
84aeaa3c-f39f-41f7-9056-214970be1891 | Clause:
This Lease, the parties’ obligations hereunder, and any disputes hereunder shall be governed by and interpreted and construed in accordance with federal law (to the extent applicable) and the laws of the Tribe, provided that nothing herein shall be deemed to modify the provisions of sections 11 and 15 of this L... | Label: Governing Laws |
7823d5a5-cf6a-4f51-95e2-4b350f20fa36 | Clause:
As of the Agreement Date, Part I of Schedule 6.1.(f) sets forth all of the real property owned or leased by the Parent, the Borrower, each other Loan Party and each other Subsidiary. Each such Person has good, marketable and legal title to, or a valid leasehold interest in, its respective assets. As of the Agre... | Label: Liens |
573fa270-95b0-48b1-bbee-99e4babc3ea7 | Clause:
After giving effect to the Confirmation Order and the Prepackaged Plan, there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted... | Label: Litigations |
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