id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
86dd0382-356d-4f0b-bc8f-12f358b36bbf | 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 |
bb0ae056-5619-40b9-94f2-c601e33195b6 | Clause:
Except as may be expressly provided for herein, each of the Parties shall bear its own attorneys' fees and costs in connection with this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Costs |
f5f30c28-a487-4fda-bb79-f7c8eb0d88b9 | Clause:
The Executive intends that the provisions of this Section be enforced as written. However, if any provision of this Agreement is determined to be unenforceable, in whole or in part, then the parties hereto agree to enter into an agreement to reform such provisions to set forth the maximum limitations permitted ... | Label: Modifications |
d9af23bc-9dfe-43da-b6df-93f3e728a75d | Clause:
Pay and discharge all taxes prior to the date on which they become delinquent or penalties attach.
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, Authori... | Label: Taxes |
1d6b9367-f887-4611-8668-de503e7987d9 | Clause:
All waivers hereunder must be made in writing by a duly authorized representative of the Party against whom the waiver is to operate, and failure at any time to require the other Party’s performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obl... | Label: Waivers |
e6b8aaa2-1276-4383-a14e-1659df277857 | Clause:
The Company considers the protection of its confidential information, proprietary materials and goodwill to be extremely important. Given the confidential nature of various aspects of our business, Employee may not discuss the fact or terms of this Agreement or any employment discussions with anyone other than... | Label: Confidentiality |
917329df-3e43-4ab0-80e4-55d786d88529 | Clause:
None of the reports, financial statements, certificates or other written information furnished by or on behalf of any Credit Party to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under ... | Label: Disclosures |
547f097d-f52e-4955-9376-3178d763bc6c | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
1f2edbdb-5e67-4fa4-ae6a-c3dafaf27083 | Clause:
This Release Agreement and the Transition and Separation 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 w... | Label: Entire Agreements |
354c3328-027e-4ee3-af52-1091852f0291 | Clause:
If a dispute between the Parties to this Agreement cannot be resolved by mediation within thirty (30) days as agreed to above, then the Parties shall submit any remaining dispute or difference of any kind between or among the Parties, arising out of in connection with this Agreement during its performance or af... | Label: Arbitration |
c89f3ace-172a-4a02-a03e-7ef592b6164e | Clause:
Set forth in Schedule 4.14(a) is a complete and correct list of all of the Subsidiaries of the Borrower as of the Sixth Restatement Effective Date, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary an... | Label: Subsidiaries |
354a087c-e63d-4eee-8ee2-ba4f7f3a55df | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of New York. The Company hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan for purpo... | Label: Governing Laws |
0dbfe6b9-e19b-4669-a530-ef879a093934 | Clause:
Subject to Sections 3(b) and 3(c), one share of Common Stock shall be issuable for each Unit subject to the Award (the “Shares”) upon vesting. Immediately prior to the specified effective date of a Change in Control (each as defined in the Plan) and subject to Sections 3(b) and 3(c), vesting shall accelerate an... | Label: General |
9f38f052-e8cc-429b-bda0-52ea7b7758fa | Clause:
This Letter Agreement shall be binding upon and inure to the benefit of the Parties hereto, their respective legal representatives and assigns and to any Successor (defined below) to the Company; provided, however, that you may not assign your performance hereunder. As used herein, the term “Successor” shall in... | Label: Binding Effects |
948c1828-a87a-48ca-9b8a-c49a5060d9ac | Clause:
Either you or AKS may initiate the arbitration process by filing a written demand for monetary or non-monetary relief and notice of intent to arbitrate (“Notice”) with any regional office of the AAA and paying the filing fee as set out in the National Rules. The Notice must be filed within the time limits estab... | Label: Notices |
3e737ac8-528a-47a4-8a98-adceddea3f1a | Clause:
If the Administrator, in its discretion, decides to grant an Award intended to qualify as “performance-based compensation” under Code Section 162(m), the provisions of this Section 11 will control over any contrary provision in the Plan; provided, however, that the Administrator in its discretion may grant Awar... | Label: General |
e2924896-8f52-4353-b2a0-b6cb472b3d09 | Clause:
The Company shall cause the Executive to be paid an annual base salary (the “Base Salary”) as determined by the Board of Directors of ANC or its Compensation Committee (the “Compensation Committee”), which Base Salary, however, shall not be less than $334,750 per year, subject to all applicable withholdings. Th... | Label: Base Salary |
dd5f9dc6-626e-4ed0-93f5-98420ace34f8 | Clause:
The execution, delivery and performance of the Transaction Agreements by the Purchaser, the purchase of the Shares and the consummation of the other transactions contemplated in this Agreement will not conflict with or result in any violation of or default by such Purchaser (with or without notice or lapse of t... | Label: No Conflicts |
135c690c-5b1b-42dc-ace3-1a28a533a8a7 | Clause:
This Agreement contains the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes all prior agreements or understandings among the parties related to such matters. In case of any conflict between the provisions hereof and the provisions of any other agreement... | Label: Entire Agreements |
74401bf6-a570-46a1-bf16-f8d29a8cb22e | Clause:
EACH GUARANTOR HEREBY ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY AND HAS CONSULTED WITH COUNSEL OF ITS CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OTHER C... | Label: Waiver Of Jury Trials |
54b6e7af-363b-4911-92dc-576dd6e32cfe | Clause:
The Borrower will, and will cause Holdings and each of the Subsidiaries to, use the proceeds of the Loans and request the issuance of Letters of Credit only for the purposes set forth in Section 3.13.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Use Of Proceeds |
2927fc7e-79a5-4e50-954c-cbac7547a6cc | Clause:
This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.
... | Label: Counterparts |
b0fc2183-c7eb-4fe8-997c-5d57cc585f9d | Clause:
The term of this Agreement shall begin on the date hereof and shall end at the earlier of: 24 months from the Effective Date of the Registration Statement or when the Purchaser has purchased $2,500,000 of Common Stock, or as otherwise set forth in Section 7.2.
Task: Classify this clause into ONE of these types... | Label: Terms |
59b2afb5-b8ae-45cc-994d-03455976906f | Clause:
The Executive’s employment hereunder, and the Term of this Agreement, may be terminated prior to December 31, 2020, by the Company or the Executive, as applicable, without any breach of this Agreement only under the circumstances set forth in Section 4(a) below. For the avoidance of doubt, to the extent that th... | Label: Terminations |
0195f401-311c-4f83-8494-5eeafb98482c | Clause:
This Agreement (including, for purposes of certainty, the Appendices, Exhibits and Schedules attached hereto), the Acquisition Agreement and the documents to be executed hereunder and thereunder (including the Registration Rights Agreement) constitute the entire agreement among the parties pertaining to the sub... | Label: Entire Agreements |
8d4efec9-c680-46e2-bc86-f516863b9612 | Clause:
It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax tre... | Label: General |
8863486e-42a7-4c32-80b4-6685c5ca8699 | Clause:
Subject to the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase, and the Company agrees to sell and issue to each Buyer, the number of Units set forth in the column designated “Number of Units” opposite such Buyer’s name on the Schedule of Buyers, which in the ag... | Label: Sales |
25883129-8dbc-4d62-83e2-d8785bcf929b | Clause:
(a) Unless previously terminated (or extended pursuant to Section 2.22), the Revolving Commitments shall terminate on the Revolving Maturity Date. The Term Commitments shall terminate upon the making of the Term Loan on the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Terminations |
0123d377-00b2-4abd-b9f3-9f448208e0f0 | Clause:
There is no pending or, to the best knowledge of the Company, threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company, or any of its Affiliates that would affect the execution by the Company or the performance by the ... | Label: Litigations |
dd509ce4-cdd6-4970-abdd-f72f544a33e3 | Clause:
This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to 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 ... | Label: Governing Laws |
d91147c0-de69-43a9-b89a-ccbe440fbf04 | Clause:
This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been indefeasibly paid and performed in full... | Label: Terminations |
b168f916-d657-4a24-8e26-b109918b78b2 | Clause:
All notices under this Agreement shall be delivered by hand or by registered or certified mail. Notices intended for Executive shall be addressed to Executive at 4120 Specialty Place, Longmont, Colorado 80504. Notices intended for Employer shall be addressed to it at 4120 Specialty Place, Longmont, Colorado 805... | Label: Notices |
ab913042-a0f3-4197-89b2-954df13022ad | Clause:
The headings contained in this Warrant have been inserted as a matter of convenience, do not form part, and will not affect construction of, this Warrant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Headings |
84d2e833-6a41-4cb8-9c03-3de1b7246a44 | Clause:
If, as a result of the Consultant's inability to perform substantially all of his duties hereunder by reason of a physical or mental disability or infirmity (i) for a continuous period of fifteen (15) calendar days or (ii) at such earlier time as Consultant submits satisfactory medical evidence that he has a ph... | Label: Disability |
6b1213d1-2488-4987-b8c9-0dceb3ec99aa | Clause:
This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Administrative Agent, the Issuing Banks and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, any I... | Label: Integration |
a2faad28-74a4-4ec6-bd64-0a1e23ce4ed0 | Clause:
No change, amendment, or modification of this IP License will be binding upon the Parties unless such change, amendment, or modification is in writing and duly executed by the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Amendments |
c71c11a6-cc4c-4bb2-8aea-c0952677747f | Clause:
Neither party hereto may assign any of its rights or obligations hereunder except in accordance with the terms of the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Assignments |
e73b93be-1ecb-4997-b342-9812f6366c42 | Clause:
In case any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall (where permitted by law) not affect any other provision hereof, and in such a case this Agreement shall be construed as if such invali... | Label: Severability |
45fe9f2b-017f-4271-8006-493dc97ad485 | Clause:
Executive’s employment shall terminate automatically upon her death.
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... | Label: Death |
b387c720-d706-448a-b3bd-58502f3d6a50 | Clause:
The execution, delivery and performance of this Agreement by Borrower will not violate any requirement of law or contractual obligation of Borrower and will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues, except for as specifically contemplated herein.
Ta... | Label: No Conflicts |
26f60294-febc-4996-aa62-826dde6f4071 | Clause:
This Agreement, which shall inure to the benefit of and shall be binding upon, the respective successors and permitted assigns of each Loan Party, Agent and Lenders, shall become effective on the Closing Date and shall continue in full force and effect until February 28, 2021 (the “ Term ”) unless sooner termin... | Label: Terms |
d5ada061-51ac-4fa3-98ad-311cadcd41b5 | Clause:
You shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company, as in effect from time to time. In addition, you shall be eligible to participate in the Company’s deferred compensation plan and the executive supplemental long term disability plan and you sha... | Label: Benefits |
8a391d95-6fbf-4537-8811-f95e508c2f48 | Clause:
Borrower shall maintain in full force and effect all consents of any Governmental Authority that are required to be obtained by it in order for it to perform its obligations under this Agreement and the other Credit Facility Documents and will obtain any that may become necessary in the future.
Task: Classify ... | Label: Consents |
69316ba1-4bdb-406f-9f07-efc5166a8eb3 | Clause:
The Borrower will not, and will not permit the Company or any of their respective Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (... | Label: Transactions With Affiliates |
cfe6ae1b-ae19-4299-bdff-6b8f0c2a4f96 | Clause:
No omission or course of dealing on the part of Agent, any Bank or the holder of any Note in exercising any right, power or remedy hereunder or under any of the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or fur... | Label: No Waivers |
fb8be1ff-b6b5-489b-84c5-beb7fff3524e | Clause:
The right and remedy to require Executive (A) to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive or any associated party deriving such benefits as a result of any such breach of the Restrictive Covenants; and (B) ... | Label: Indemnifications |
84c41c0f-7f41-4c82-982d-9f6cb0004a6f | Clause:
To facilitate execution, this Second Amendment may be executed in as many counterparts as may be required. It shall not be necessary that the signature on behalf of both parties hereto appear on each counterpart hereof. All counterparts hereof shall collectively constitute a single agreement. Facsimile signatur... | Label: Counterparts |
5b2aa258-5fe3-4851-ad0f-4195aa8c11db | Clause:
Each party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “ Notice ”) in writing and addressed to the other party at its address set out below (or to any other address that the receiving party may designate from time to time in acco... | Label: Notices |
73b287c3-d307-43d5-9ab2-72840fbf1095 | Clause:
The Company hereby agrees to indemnify and defend Stillwater and its members, managers, shareholders, directors, officers, employees, agents and attorneys, and each of them (each an “ Indemnified Party ”), and to hold each Indemnified Party harmless from and against, any loss, liability, damage, claim or expen... | Label: Indemnifications |
8e6fcc55-b57c-4c44-b36f-87a194c772ab | Clause:
There are no direct or indirect subsidiaries of Borrower except as set forth on the Disclosure Schedule. Borrower is not a party to any partnership or joint venture except as set forth on the Disclosure Schedule.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Subsidiaries |
61c5bbb3-c2b5-4a34-a038-dfca9724b125 | Clause:
All plans (as defined in §4021(a) of the Employee Retirement Income Security Act of 1974, as amended or supplemented from time to time (“ERISA”)) for which Borrower is an “employer” or a “substantial employer” (as defined in §§3(5) and 4001(a)(2) of ERISA, respectively) are in compliance with ERISA and the regu... | Label: Erisa |
4a0132f6-1a0f-4fa0-ac70-6c87a61460f9 | Clause:
The Parties shall each bear their own costs, expert fees, attorneys’ fees and other fees incurred in connection with this Release Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Costs |
f4547c19-8928-4cc5-b448-3a7afd7968fd | Clause:
At the Closing, the Company shall deliver to Buyer, the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of the Company now in the possession of the Company or its representatives.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Records |
af60941a-9e13-4e4e-84df-e46d79cc2e97 | Clause:
The Company and its Subsidiaries maintain, with financially sound and reputable insurers, insurance in such amounts, including deductible arrangements, and of such a character as is, in the judgment of the Board of Directors, reasonable in light of the risks faced by the Company in the conduct of its business. ... | Label: Insurances |
4a773856-9e52-435d-9e95-3a4fe8af2f41 | Clause:
Executive will not make or authorize anyone else to make on Executive’s behalf any disparaging or untruthful remarks or statements, whether oral or written, about the Company, its operations or its products, services, affiliates, officers, directors, employees, or agents, or issue any communication that reflect... | Label: Non-Disparagement |
a736aa1e-17bb-4a50-9525-58de1a19ef4d | Clause:
Regardless of whether the Facilities close or the Closing Date occurs, you agree to pay to the Agent, the Commitment Party, the Lenders and their affiliates all reasonable and documented fees and expenses (including, but not limited to, all reasonable and documented costs and out-of-pocket expenses of one (1) l... | Label: Expenses |
598f3179-bff9-4939-b520-a6c5a753e335 | Clause:
There is no action, suit, proceeding or claim (any of the foregoing, an “ Action ”) affecting Seller or the Property or any portion thereof (including, without limitation, any plan or effort by any governmental authority or agency which in any way affects or would affect the present use or zoning of the Subject... | Label: Litigations |
b65a4251-8daa-49be-a5a6-5f1e12e10c7c | Clause:
The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and its subsidiaries are engaged. The Company and its subsidiaries will continue to maintain such ... | Label: Insurances |
2da29614-6396-4b45-a61f-963f226e0c75 | Clause:
This Agreement together with the terms of any outstanding equity awards held by Executive as set forth in the equity plan documents governing those awards constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements... | Label: Entire Agreements |
2ffd5cdf-14c7-40bf-bfd1-467dbe5b286b | Clause:
Neither the Transaction Documents nor any Transaction thereunder are entered into in contemplation of insolvency or with intent to hinder, delay or defraud any of Seller’s creditors. The transfer of the Purchased Assets subject hereto and the obligation to repurchase such Purchased Assets is not undertaken with... | Label: Solvency |
15d684b0-c6e2-45b9-80d5-8564156dc265 | Clause:
All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement, the other Loan Documents and other documents relating to the Secured Obligations, the delivery of the Notes, the making of the Loans.
Task: Classify this clause into ONE of these type... | Label: Survival |
ada95ce0-59ef-4a2e-b612-d346e45fcb7e | Clause:
The validity, performance and enforceability of this Release shall be determined and governed by the laws of the State of New York, without regard to its conflict of law principles. The exclusive forum for any action concerning this Release or the transactions contemplated hereby shall be in a court of competen... | Label: Governing Laws |
c0f55b3a-5c77-4f79-8c29-f84a3f0ba80e | Clause:
The Company will have the right, prior to any issuance or delivery of Shares on your Restricted Share Units, to withhold or require from you the payment of the amount necessary to satisfy applicable tax requirements.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Withholdings |
7230c78e-e40d-4e56-9607-1384f324206d | Clause:
Except as otherwise determined by the Committee in its sole discretion, on each vesting date set forth in the Grant Notice (each a “Vesting Date”), the Option described in the Grant Notice shall be vested and exercisable with respect to the number of Shares that corresponds to the Vesting Date on the Grant Noti... | Label: Vesting |
ea0ec2ff-fa8e-4dd6-8e6c-dfbea8465086 | Clause:
Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limits nor amplifies the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Titles |
781cdb7d-bb9a-4911-9c6d-a5e72cca815b | Clause:
The respective rights and obligations of the parties to this Agreement may not be assigned by any party without the prior written consent of the other, which consent may not be unreasonably withheld or delayed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Assignments |
984e9d2b-93e1-4a7d-b212-3c1c97205c0b | Clause:
Payment of the Purchase Price and the closing hereunder (the “ Closing ”) will take place pursuant to an escrow closing, conducted by the Escrow Agent, on March 1, 2017 (the “ Closing Date ”), subject to termination of this Agreement pursuant to Section 4.1.7 hereof. On or prior to the Closing Date, the parties... | Label: Closings |
30a7f431-f012-4084-acda-c24713158836 | Clause:
No other death benefits are provided under this Plan other than as specified in this Section 2.d.i.
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, Author... | Label: Death |
e8615c62-ebb8-4474-aa6a-f8de71ce12f9 | Clause:
The Executive shall be provided with reimbursement of expenses related to the Executive’s employment by the Company, including reasonable expenses for travel within the scope of the Executive’s employment as long as such travel is pre-approved by the Chief Executive Officer. The Executive shall be entitled to v... | Label: Vacations |
db68c47b-bebc-4f5e-84b6-75c88aea2d89 | Clause:
The term of this Agreement shall commence on the Effective Date hereof and shall continue for three (3) years, unless earlier terminated pursuant to Section 10 .2 . This Agreement may be renewed for successive two (2) year periods by written notice from ThermoGenesis at least ninety (90) days prior to expiratio... | Label: Terms |
5ee45d8d-d70b-477e-b967-fe28c22bb2e8 | Clause:
The Company and the Members shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise any and all other rights existing in their favor. The parties hereto agree and ... | Label: Remedies |
b4b49b13-29d8-45e2-b048-7ab202165abb | Clause:
The Employee, for him/herself, his/her heirs, and anyone else who would have the right to sue on his/her behalf or in his/her place (“successors and assigns”), fully and forever releases the Company, all affiliated companies, their shareholders, directors, officers, employees and employee benefit plans (includi... | Label: Waivers |
6ffb17d9-a21f-4582-9f83-b78d6dc7842f | Clause:
THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS 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,... | Label: Governing Laws |
5e3bd5a7-1c12-4c2d-95e5-2d4484e9f06a | Clause:
The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Administrative Agent from a senior financial officer or such other officer acceptable to the Administrative Agent of each Loan Party certifying that, before and after giving effect to the initial Borr... | Label: Solvency |
ebceeb55-e759-4301-9bd1-a3506d78a664 | Clause:
Participant agrees upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Corporation to carry out the purposes or intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Representations |
a5846d46-4831-4317-8c7e-25761aeffb1c | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
04cb12ca-7a03-4212-ba56-89c74092291f | Clause:
Executive’s employment may be terminated by either party, at any time,pursuant to the delivery of six months prior written notice (the "Notice Period").
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Terminations |
afead84f-b678-400e-97bd-04e1ff8e8e9a | Clause:
The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and... | Label: Duties |
5a8fa45b-2780-4321-8c27-1bc4aa7b8946 | Clause:
The following terms shall have the following meanings for purposes of this Section 4.4 .
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, B... | Label: Definitions |
2aad5bb0-e1d4-4532-b681-896cc10396a3 | Clause:
There are no investigations, actions, suits or proceedings pending or, to its knowledge, threatened against Borrower, General Partner or any of their Affiliates before any court or arbitrator or any Governmental Authority reasonably likely to (i) have a material effect on Borrower’s ability to repay the Loans, ... | Label: Litigations |
9c7802ff-07f8-4040-92c4-4f98582bb459 | Clause:
This Agreement commenced on, and shall be effective from, the Original Commencement Date, and shall terminate upon the earliest to occur of (i) the Termination Date (as defined below), (ii) a Termination Event (as defined below) and (iii) the written agreement by each of the Companies and the Managers to such e... | Label: Terminations |
b164e033-7645-498a-ae35-9610b8e06b2f | Clause:
The chief executive officer, or in the absence of the chief executive officer, president or such vice president as may be designated by the chief executive officer, shall preside at all meetings of the shareholders. If all are absent, any other officer designated by the Board shall preside. If no officer so des... | Label: Organizations |
f6c8b1ac-5ce3-42f2-97d2-d452759ec80b | Clause:
The continued accuracy in all material respects of the aforesaid representations and warranties as of the Closing Date shall be a condition precedent to Steadfast’s obligation to close, except for changes which have been approved by Steadfast. The express representations and warranties in this Agreement and any... | Label: Survival |
018be35d-3a10-4029-bc01-e78af87dc324 | Clause:
During the Employment Period, the Company will purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Employee on terms equivalent to those provided to other executive officers. Further, during the Employment Period, Employee shall receive indemnification p... | Label: Indemnifications |
8dfd84df-5637-4b32-817b-36bf344354c9 | Clause:
The Parent Borrower, each other Loan Party and the Third Party Security Provider hereby agrees to execute any and all further documents, agreements and instruments and take all further actions that the Administrative Agent deems reasonably necessary or advisable in connection with this Amendment, including to c... | Label: Further Assurances |
a74354ee-8bff-46bc-a11c-3cbcaf243abf | Clause:
Such Borrower and each of its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes not overdue by more than 30 days or, if more than 30 days overdue, t... | Label: Taxes |
5e7ec37c-bd7e-4151-8ee5-538dea7b1ac0 | Clause:
This Agreement shall constitute the sole and entire agreement between the parties with respect to the subject matter hereof, and supersedes and cancels all prior, concurrent and/or contemporaneous arrangements, understandings, promises, offers, agreements and/or discussions, including, but not limited to, those... | Label: Entire Agreements |
63fdaf3d-99d0-449f-9bc8-1df42b7de147 | Clause:
The amendments provided for by this Amendment shall become effective as of April 25, 2017 upon a duly executed counterpart of this Amendment from each party hereto. However, it shall also be a condition to the effectiveness of this Amendment that the Transferors shall have provided prior notice of the substance... | Label: Effectiveness |
4b063223-bda2-4405-9d74-f003bfad1533 | Clause:
Use the proceeds of the Loans in the manner set forth in Section 3.12 and not in violation of Section 3.24.
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: Use Of Proceeds |
39a1b4dc-4e64-4f86-a968-6df5e12563ef | Clause:
Any notice, request, approval or consent required to be given under this Agreement will be sufficiently given if in writing and delivered to a Party in person, by recognized overnight courier or mailed in the United States Postal Service, postage prepaid to the address appearing below such Party’s signature on ... | Label: Notices |
8c23f0f8-f707-45b3-b2b6-25df7751cdca | Clause:
All representations set forth in Section 3 shall be true and correct as of the Effective Date, except for such representations and warranties that speak of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date.
Task: Classify this clause into ONE o... | Label: Representations |
444fe9bd-1d61-4b2e-b744-d2a5f619c1cb | Clause:
Any modification or waiver of any provision of this Agreement, or any consent to any departure by Junior Creditor therefrom, shall not be effective in any event unless the same is in writing and signed by Senior Lender, and then such modification, waiver or consent shall be effective only in the specific instan... | Label: Modifications |
9dbd3324-ad0a-4b39-a683-21a1dc2e18c2 | Clause:
No provision of this Agreement may be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by both the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any... | Label: Waivers |
324e3eda-e1e9-4221-96d1-d54eb8d6c85d | Clause:
Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the time of the filing of the Certificate of Formation with the Office of the Delaware Secretary of State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Effective Dates |
2778bf27-288a-4fca-b42f-9d6cd0a444e5 | Clause:
There are no Liens of any nature whatsoever on any of the properties or assets (other than Equity Interests) of Holdings or any of the Subsidiaries (other than Liens permitted by Section 6.02). There are no Liens of any nature whatsoever on any of the Equity Interests in the Borrower or any other Subsidiary (o... | Label: Liens |
5203cbdd-cc23-4f4b-aaf5-3d55755045b1 | Clause:
The Company shall indemnify Executive and hold him harmless from any claims, demands, liabilities, actions, suits or proceedings (“ Claims ”) asserted or claimed by third-parties arising out of the performance of Executive’s duties hereunder, or as an officer or director of the Company or any of its affiliates ... | Label: Indemnifications |
3bec3298-e150-4dea-9aeb-1653d55e9a7e | Clause:
All notices and other communications provided for hereunder shall be in writing and shall be mailed (by certified mail, postage prepaid and return receipt requested), telecopied or delivered, if to a Grantor at its address specified below and if to the Collateral Agent to it, at its address specified below; or ... | Label: Notices |
28b496c8-c9d0-4f4a-ae21-935aa93e2629 | Clause:
This Agreement may be executed in separate counterparts (and may be delivered by means of facsimile transmission or electronic transmission in portable document format), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
Task: Classify this clause i... | Label: Counterparts |
7ae1b9ff-c60b-4825-be50-991bb12b60af | Clause:
The consolidated financial statements of the Company and the related notes and schedules thereto included in its Exchange Act filings fairly present the financial position, results of operations, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries at the dates and for the period... | Label: Financial Statements |
44f63c51-48aa-4ff7-8763-43aae192e0bf | Clause:
In the event you breach the terms of Section 6 of this Agreement, you acknowledge and agree that you shall forfeit any remaining amounts due to you under this Section 5 other than your Termination Entitlement. The Company’s rights contained in this Section 5.9 shall be in addition to, and shall not limit, any o... | Label: Forfeitures |
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