id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
4627b01c-a04b-4d4d-a451-d3614193b69c | Clause:
Each Guarantor agrees that, as between such Guarantor and the Guaranteed Parties, the obligations of any Obligor under this Agreement and the other Loan Documents may be declared to be forthwith due and payable as provided therein (and shall become automatically due and payable in the circumstances provided the... | Label: Remedies |
3210ac63-63b2-4692-ade4-38ef5bcb8170 | Clause:
This BAA constitutes the entire agreement between the parties with regard to HIPAA and its Privacy Standards and Security Standards. There are no understandings or agreements relating to this BAA that are not fully expressed in this BAA and no change, waiver or discharge of obligations arising under this BAA wi... | Label: Entire Agreements |
f374849f-8c6f-4ed1-8306-186423cbb098 | Clause:
This instrument embodies the entire agreement between the parties hereto with respect to Executive’s employment with the Company, and there have been and are no other agreements, representations or warranties between the parties regarding such matters.
Task: Classify this clause into ONE of these types (exactl... | Label: Entire Agreements |
9df90379-258f-4614-94c3-dec82ec4d080 | Clause:
There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiar... | Label: Litigations |
58fa38d0-523b-4fd3-848f-dc242949d479 | Clause:
No delay on the part of Arden in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights. No notice to or demand on Guarantor shall be deemed to be a waiver of any obligation of Guarantor or of the right of Arden to take other or further action without notice or ... | Label: Waivers |
ea0f5b6c-5f00-44f8-990d-2a0fb4af0e6e | Clause:
All disclosures to be furnished by or on behalf of the Company in the SEC Reports and provided to the Investor in this Agreement regarding the Company, its business and the transactions contemplated hereby is true and correct and does not contain any untrue statement of a material fact or omit to state any mate... | Label: Disclosures |
48b3b42e-07e9-4b37-8372-b4af24aa2b67 | Clause:
An Employee shall be an Eligible Employee for purposes of this Program if he or she is in a salary classification designated by the Committee as eligible to participate in the Program for a Plan Year or is otherwise designated as an Eligible Employee by the Committee.
Task: Classify this clause into ONE of the... | Label: Participations |
c8a5917d-166f-4c18-837d-afc59077c4cb | Clause:
The agreements in this Section shall survive the resignation of the Administrative Agent, the Collateral Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this clause in... | Label: Survival |
768f9f4f-9fd6-44e0-b439-aae07525a610 | Clause:
This Agreement shall be interpreted, construed and governed according to the laws of the District of Columbia, without regard to the principles of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Governing Laws |
2c9e457f-04d1-41fc-a1af-511a3a2d4740 | Clause:
The Buyer and the Sellers Representative shall cooperate fully, and shall cause their respective Affiliates to cooperate fully, as and to the extent reasonably requested by either the Buyer or the Sellers Representative, in connection with the filing of Tax Returns pursuant to this Article VII and any audit, li... | Label: Cooperation |
5d1e4bcb-5f3d-4121-98d6-ab09d2177219 | Clause:
All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given if sent by email, personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), ... | Label: Notices |
87426e48-5d07-4790-a643-8e04e600cf2c | Clause:
All notices given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) three business days after being mailed by first class certified mail, return receipt requested, postage prepaid, (c) one business day after being sent by a reputable overnigh... | Label: Notices |
bf1ecd12-ff75-4d84-86b4-c31770b9744e | Clause:
The Company has all requisite power and authority to execute and deliver this Agreement and, after giving effect to the Shareholder Approval, to perform its obligations hereunder in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company have been duly authoriz... | Label: Authorizations |
68334971-115e-4e5d-931d-f0f03d904711 | Clause:
There are no actions, suits, proceedings, or investigations pending or, to the best of its knowledge, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitra... | Label: Litigations |
5f8b7b15-820c-4572-98c6-6f0581b3e0d2 | Clause:
Borrower will maintain in force property and casualty insurance on any property of the Borrower, if any, against risks customarily insured against by companies engaged in businesses similar to that of the Borrower containing such terms and written by such companies as may be satisfactory to the Bank, such insur... | Label: Insurances |
23db9e67-d0fe-4b33-b47d-196c332c32e4 | Clause:
If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effec... | Label: Severability |
1b265b70-b81a-4609-8c64-e4e755a385f9 | Clause:
The terms set forth in the first paragraph of Section 10.03 of the Credit Agreement are incorporated herein by reference, mutatis mutandis , and the parties hereto agree to such terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: No Waivers |
a802d466-de5c-4b45-88f6-024331c8863e | Clause:
The Executive acknowledges that the covenants set forth in Sections 8 and 9 of this Agreement are just, reasonable, and necessary to protect the legitimate business interests of the Company. The Executive further acknowledges that if the Executive breaches or threatens to breach any provision of Section 8 or 9,... | Label: Remedies |
d24d7ef1-497e-4911-8bdf-69a7f5dd404c | Clause:
In the event that any indemnity provisions hereunder are contrary to Applicable Law, then the indemnity obligations applicable hereunder shall be applied to the maximum extent allowed by Applicable Law. The indemnity, defense and hold harmless obligations for personal injury or death or property damage under th... | Label: Enforceability |
c40a8984-d519-4542-936f-dd4fde685a09 | Clause:
For the convenience of the parties and to facilitate execution, this document may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Counterparts |
aa464037-29f2-4883-98d8-c612a58104b5 | Clause:
The Company or any Affiliate shall have the right and are hereby authorized to withhold from any transfer due under this Award, or from any other compensation or amount owing to the Participant, applicable withholding taxes with respect to this Award to satisfy all obligations for the payment of such taxes. The... | Label: Withholdings |
245e304b-6c05-4f59-83f8-54690ce4291a | Clause:
The Founder represents and warrants to the Employer that (a) the Founder understands and voluntarily agrees to the provisions of this Agreement; (b) the Founder is not aware of any existing medical condition which might cause him to be or become unable to fulfill his duties under this Agreement; (c) the Founder... | Label: Representations |
4db37c80-e3a8-4155-9fe2-526b75d00270 | Clause:
For purposes of this Section 3.01 , the term “applicable Laws” includes FATCA.
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... | Label: Defined Terms |
9729bfac-ab30-4b38-bc02-bb2817c2cd2b | Clause:
From and after the Effective Date, the Company will employ Executive as its Executive Vice President, Chief Operating Officer, and Executive will report to the Company’s President & Chief Executive Officer. Executive will perform all services and acts necessary to fulfill the duties and responsibilities of his ... | Label: Employment |
d159ce33-57a3-4c29-8cba-d5b7621fdcd3 | Clause:
This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Amendments |
e7aa5ca9-d7a5-4d99-bb0d-9e3611e76c63 | Clause:
This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided , however , that, without the prior written consent of any other party hereto, a Stockholder may assign its rights and ob... | Label: Assignments |
74ebbca6-519c-44a3-8aff-6024b0c89901 | Clause:
This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Governing Laws |
a50bc5d8-5267-46d1-95a4-6d7e03532679 | Clause:
(a) Subject to the provisions of Section 2.21 , the Term Commitments shall automatically terminate on the Closing Date immediately upon the making of the Initial Term Loans on such date. The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Matu... | Label: Terminations |
24a4f96d-058b-4527-a416-5a6dd00ea6d2 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
5e6e2aa2-190a-4eb5-9a6f-efefb41157d0 | Clause:
Article, section and paragraph headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Headings |
fc386b9f-8c90-42e5-b89e-1aa44fdf5084 | Clause:
The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be de... | Label: Headings |
15ab6a6e-6cee-4903-8022-dafe0d53267c | Clause:
Following the completion of a Plan’s applicable Performance Period, the Committee, or its designee, shall certify a Participant’s Individual Performance and/or the level of attainment of the Performance Measure(s) for the Performance Period. Any incentive compensation payable under a Plan shall be paid to a Par... | Label: Payments |
70063975-e172-453e-b0fa-cbbfa115671c | Clause:
Complete copies of the audited financial statements consisting of the balance sheet of Seller as at September 30, in each of the years 2016, 2015 and 2014 and the related statements of income and retained earnings, shareholders' equity and cash flow for the years then ended (the " Audited Financial Statements "... | Label: Financial Statements |
25aa4958-21e2-4849-95b0-cc3a219d586c | Clause:
THIS COMPANY NOTE HAS BEEN DELIVERED IN THE STATE OF NEW YORK, AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL 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, Applicabl... | Label: Governing Laws |
1d13169e-cc89-42f3-b426-dd7e0e61a62e | Clause:
This Agreement may be executed in two counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactl... | Label: Counterparts |
764d155b-526e-41dc-982b-a91729fa8293 | Clause:
No waiver of any breach of any term or provision of this Separation Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Separation Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.
Task: Classify this clause into ONE of these ... | Label: Waivers |
8938a08b-20bc-424a-a278-1de6a21c6049 | Clause:
In consideration for all services rendered by Executive during the term of this Agreement, Employer shall pay Executive an annual base salary (before all customary and proper payroll deductions) of $199,000 as adjusted from time to time (“Base Salary”). The Board of Directors of the Employer shall review Execut... | Label: Base Salary |
48e23be2-f579-4ef6-81ec-86143a9669e9 | Clause:
Neither the execution, delivery or performance of this Agreement nor the consummation by such Member (or any of its Affiliates) of the transactions contemplated hereby (i) does or will conflict with, violate or result in a breach of (or has conflicted with, violated or resulted in a breach of) any of the terms,... | Label: No Defaults |
1cf2bcc7-c84d-4a96-b53e-35423d85e0e0 | Clause:
This Agreement shall inure to the benefit of, and shall be binding upon and enforceable against, the Loan Parties, the Credit Parties, the Swap Counterparties and Collateral Agent and their respective successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Assigns |
6d161920-4f27-492f-9b41-84b6d06e5150 | Clause:
This Eleventh Amendment shall be binding upon and inure to the benefit of the Administrative Agent, the Borrower, the Parent, the Lenders, and their respective permitted successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Binding Effects |
166ea92a-3a94-4dcf-b476-53a7e31debd3 | Clause:
A Party may deliver executed signature pages to this Agreement by e-mail pdf file to any other Party, which pdf shall be deemed to be an original executed signature page. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts togethe... | Label: Counterparts |
27010b79-8c71-4ac9-be62-a902c6ba9e25 | Clause:
Executive shall perform all the duties and obligations reasonably associated with the position of CFO and consistent with the Bylaws or other governing documents of the Company or the Operating Partnership as in effect from time to time, subject to the supervision of the CEO, and shall perform such other duties... | Label: Duties |
336a3d60-5589-4ade-ac21-be8aabd4d6a0 | Clause:
The Executive shall be entitled to receive reimbursement for all reasonable expenses incurred by him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers.
Task: Classify this clause into ... | Label: Expenses |
8a404ca0-93a8-4325-aafd-697655609845 | Clause:
No amendment or modification to or waiver of any provision of this Security Agreement, nor consent to any departure by any Grantor from its obligations under this Security Agreement, shall in any event be effective unless the same shall be in writing and signed by the Lender and the Grantors and then such waive... | Label: Amendments |
4400231a-7f4d-4e91-8942-e53f06e79ca2 | Clause:
This Amendment may be executed in two or more counterparts, all of which shall be considered originals of one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties. Signatures delivered by facsimile or b... | Label: Counterparts |
ee84689b-fe27-4c8a-ac4e-cc739438640d | Clause:
During the Term and the Restricted Period, Employee will not make, distribute or cause a distribution of any oral or written statement, which directly or by implication tarnishes, creates a negative impression of, or puts Company, its reputation and goodwill in a bad light, or disparages Company or Parent in an... | Label: Non-Disparagement |
0674ec1c-41b1-4ae2-9c27-4c0813fde7ca | Clause:
Except for the security interest granted to the Indenture Trustee pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Indenture, the Guarantor owns each item of the Collateral free and clear of any and all Liens or claims of others. The Guarantor is the record and benefici... | Label: Titles |
b5e4af29-056c-400f-9a30-6c74cff45c16 | Clause:
Members of the Company’s executive management are eligible to participate in the Plan. At the beginning of each plan year, the Committee determines the individuals eligible to participate in the Plan for the plan year. The Committee may determine in its discretion the terms and conditions of participation for a... | Label: Participations |
05488568-1403-4468-9992-e072ae39f46c | Clause:
The provisions of this Mortgage regarding the creation, perfection and enforcement of the liens and security interests herein granted shall be governed by and construed under the law of the state in which the Mortgaged Property is located. All other provisions of this Mortgage shall be governed by the law of t... | Label: Applicable Laws |
ea8f6ee9-23c3-4a74-9c14-615b7784e5db | Clause:
For a period of seven (7) years following the Closing, H/Cell shall retain the books and records of Pride, and upon reasonable notice, afford the officers, employees, agents and representatives of the Pride Shareholders reasonable access (including the right to make photocopies, at the expense of the Pride Shar... | Label: Records |
889fc15d-00d7-46b7-a6ec-ef27953fad7d | Clause:
Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The Members agree a... | Label: Remedies |
333d9e9a-6694-4f0f-9cc3-205a47cb6ed2 | Clause:
Schedule 2.19 sets forth a list of each material insurance policy and fidelity bond which covers Seller or its businesses, properties, assets, directors or employees (the “ Policies ”). Such Policies are in full force and effect in all material respects, all premiums thereon have been paid, and Seller is not in... | Label: Insurances |
147d026f-44bb-4bca-b6d4-8aec94b61cd1 | Clause:
Employee shall be reimbursed for all of his actual out-of-pocket expenses incurred in the performance of his duties hereunder, provided such expenses are reasonably acceptable to Employer, which approval shall not be unreasonably withheld by Employer, for business related travel and entertainment expenses. Empl... | Label: Expenses |
09a893c0-ed41-4137-b06b-aef8ba8c60b1 | Clause:
This Amendment may be executed in counterparts, including, without limitation, by electronic signature, and all parties need not execute the same counterpart; however, no party shall be bound by this Amendment until the Borrower, the Parent, the Guarantors and the Lenders constituting at least the Required Lend... | Label: Counterparts |
8452913f-9655-40ae-8190-6ebc5d2abb3d | Clause:
Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the 2015 Purchase Agreement and in the Certificate of Designation for the Series C Stock filed with the Delaware Secretary of State which authorized the Series C Stock (the “ Series C Certificate of Designation ”),... | Label: Definitions |
dcabf9d4-e09b-417e-992f-4cd56a0a529d | Clause:
The parties covenant and agree to keep the terms and conditions of the Lease and this Amendment in confidence and expressly agree not to disclose the terms of the Lease or this Amendment to any person whatsoever, including, without limitation, the general public; provided, however, that the parties may disclose... | Label: Confidentiality |
07efb830-e10e-4837-8bce-90939052c123 | Clause:
This Agreement shall remain in full force and effect unless and until the Support Agreement is terminated in accordance with its terms (except for a termination of the Support Agreement on account of the consummation of the Merger). In the event that the Merger Agreement is terminated in accordance with its ter... | Label: Terms |
1dfc329f-04bc-443c-aaa2-64c8a410808c | Clause:
The execution, delivery and performance of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Certificate of Incorporation (as defined below) or other organizational documents of the Company or a... | Label: No Conflicts |
976b20f9-531c-43cc-9539-918131c60866 | Clause:
This Agreement and all rights and obligations under this Agreement will be construed in accordance with the Plan and governed by the laws of the State of Delaware, without regard to conflicts of laws provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Governing Laws |
be116bea-2f09-458c-b2f6-4ab5900c3b04 | Clause:
This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Guar... | Label: Counterparts |
e398749f-6bf3-43d7-8215-5dbaad3cea00 | Clause:
Borrower shall pay all costs and expenses, including Attorneys’ Fees, incurred by Lender in connection with Lender’s review and approval of Borrower’s insurance and of the insurance to be provided by each Ground Lessee as provided below (regardless of whether such insurance is ultimately purchased by Ground Les... | Label: Expenses |
b5a09d77-68b1-4983-8c87-e7d309c193e4 | Clause:
Each of the Banks and each Agent agrees to maintain the confidentiality of the Company Information (as defined below), except that Company Information may be disclosed (a) to such Bank’s or Agent’s Affiliates and its and its Affiliates’ directors, officers, employees and agents, including accountants, legal cou... | Label: Confidentiality |
e2645c27-84a4-403a-b3b5-680f3b8b3319 | Clause:
Without notice or consent of Mortgagor, renewals and extensions of the written instruments constituting part or all of the Obligations may be given at any time and amendments may be made to agreements relating to any part of such written instruments or the Collateral. Mortgagee may take or hold other security f... | Label: Amendments |
4c235e06-8ff2-4aba-a9aa-e6a2bf89b00c | Clause:
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest... | Label: Assignments |
b1a8c8f3-0f14-44b9-ab27-8daf18ca4107 | Clause:
This Agreement may be executed in counterpart, and each counterpart will be deemed to be an original instrument, provided that all such counterparts together will constitute only one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Counterparts |
bb1046a4-2f95-424b-8c6b-974a2ef12370 | Clause:
This Agreement, the Merger Agreement (including any exhibits thereto), the WMLP Disclosure Letter, the TMLP Disclosure Letter and the Confidentiality Agreement between, inter alia , TMLP and WMLP dated as of May 1, 2017 constitute the entire agreement and supersede all other prior agreements, understandings, re... | Label: Entire Agreements |
d7bb5b87-db8a-43df-bfad-906bc4378707 | Clause:
All notices or other communications by a Participant to the Company under or in connection with the 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, that is designated by the Company from time to time for the receipt thereof, and,... | Label: Notices |
30ec505c-cf82-42da-a0a4-b49a2d1a2ac1 | Clause:
There is no contemplated, pending or threatened Insolvency Event or similar proceedings, whether voluntary or involuntary, affecting Carvana.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Solvency |
5534f613-1c06-40a0-99e5-a8b8ee0258dc | Clause:
In consideration of the services to the rendered by the Manager hereunder, Group shall pay Manager, each month, the sum of Two Thousand Dollars ($2,000.00) or such other amount as the parties may agree”.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Fees |
57227fb8-7c6c-43a0-bd74-c696599dc543 | Clause:
Borrower shall have delivered to Lender reasonably satisfactory evidence of the property and liability insurance coverage required by Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Insurances |
62fee8d6-8b60-4e48-844a-49b6c981544a | Clause:
This Agreement and all the amendments hereof, and waivers and consents with respect thereto shall be governed by the laws of the State of Texas, without regard to the conflicts of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Governing Laws |
3164cdba-5243-4870-8eb6-76bcc780f40b | Clause:
Any modification or waiver of any provision of this Agreement, or any consent to any departure by any party from the terms hereof, shall not be effective in any event unless the same is in writing and signed by Senior Agent and each Subordinated Creditor, and then such modification, waiver or consent shall be e... | Label: Modifications |
1ca9dd38-1ab7-445d-b220-a7704941cfec | Clause:
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following mailing via Federal Express or similar overnight courier service. In the case of Executive, mailed notices shall be addressed to Exec... | Label: Notices |
08fb328e-e649-4e63-9605-ed5c36cf95b9 | Clause:
Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XIII and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Adminis... | Label: Survival |
9850564f-bfc3-4a4c-a5b7-decc976bf2ee | Clause:
Such Shareholder has the right, power, authority and capacity to execute and deliver this Agreement and each of the Transaction Documents to which such Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which such Shareholder is a party... | Label: Authority |
a58667f1-3e39-4919-a61f-59d149aa6e99 | Clause:
SECTION 11.12 Integration . This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provi... | Label: Integration |
3b191f04-9b27-4c37-a13f-34c5fc0fc913 | Clause:
Schedule 3.10 sets forth, as of the Effective Date, a correct and complete list of all Real Estate owned by each Loan Party and all Real Estate owned by any of their respective Domestic Subsidiaries, all leases and subleases of real or personal property held by each Loan Party as lessee or sublessee (other than... | Label: Liens |
43bfcf54-b9f4-4714-b65b-a13235c6ebef | Clause:
During the Restricted Period, no Member shall, and each shall cause each of its respective Affiliates, associates and Representatives not to disparage the Company, stockholders, current or former officers and directors of the Company or its subsidiaries in any way, including, but not limited to, its name, busin... | Label: Non-Disparagement |
8f321d35-6bd2-4c9c-92ae-fae99c43d100 | Clause:
The Borrower hereby confirms that the indemnification provisions set forth in Sections 2.19 (except to the extent waived hereby) and 8.7 of the Amended Credit Agreement shall apply to this First Amendment and the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Indemnifications |
ec11882d-4620-414e-a1e4-905ca10d374d | Clause:
The Agents and Lenders shall have received, substantially simultaneously with the funding of the Initial Term Loans, fees in the amounts previously agreed in writing to be received on the Closing Date and, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasona... | Label: Fees |
bfa24522-a588-47b5-9226-cfc63009531a | Clause:
Any Notice shall be executed by an Authorized Officer in a writing delivered to the Administrative Agent pursuant to Section 2.1(b), 2.2(b) or 2.3(b), as applicable. In lieu of delivering a Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed borrowing, c... | Label: Notices |
210411ae-3149-4109-9a30-d8193fc768b6 | Clause:
Each of the Company and its Subsidiaries has good and marketable title to its Property that is owned real property, has, to the Knowledge of the Company, valid leases to its Property that is leased real property, and good and valid title to all of its other Property (other than negligible assets not material to... | Label: Titles |
bd34de31-4881-474e-9cb6-2d6a97d00606 | Clause:
Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Organizations |
1813ea41-074a-466f-9f2d-e5eb44d287fc | Clause:
In the event a Change in Control of the Corporation (as defined in the Plan) occurs prior to the end of the Performance Measurement Period, the Administrator shall determine the number of shares of Stock to be issued in accordance with the principles set forth in Paragraph 2 based upon the Corporation’s perform... | Label: Change In Control |
83427531-228f-4c84-a852-d486a553e075 | Clause:
In the event any change in the number of Retention D Units (or Class A Common Units into which such Retention D Units have converted) shall occur as a result of any unit split (including a reverse unit split) or combination, any unit dividend or distribution (including any dividend or distribution of securities... | Label: Adjustments |
ee5196a8-17ea-47b5-9d3c-ab2cf47a48b4 | Clause:
No amendment or waiver of any provision of this Agreement nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the s... | Label: Amendments |
b4f99dcd-7e1e-428e-9f01-17fc81b75118 | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees... | Label: Transactions With Affiliates |
91c038d0-a6e4-46aa-beca-e5bdf486d513 | Clause:
Except as set forth in Section 9.1, any controversy or claim arising out of or related to (i) this Agreement, (ii) the breach thereof, (iii) Executive's employment with the Company or the termination of such employment, or (iv) Employment Discrimination, shall be settled by arbitration in Chicago, Illinois befo... | Label: Arbitration |
a6691e5b-c38f-4ebe-b152-e748eaefd365 | Clause:
Each Borrower hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) which may arise o... | Label: Indemnity |
b0810f0f-4579-4f36-adb2-971460d48252 | Clause:
The Company has the right, prior to the issuance or delivery of any Shares subject to this Award, to withhold or require from you the amount necessary to satisfy applicable tax requirements (e.g., income tax, social insurance, payroll tax and payment on account), as determined by the Company. If, at any time af... | Label: Withholdings |
35bba86a-ed56-4309-87e9-6abea9591ff9 | Clause:
To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action,... | Label: Indemnifications |
994d0cbb-c405-47be-8c35-fa9e6caaafa9 | Clause:
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW MEXICO, WITHOUT REGARD TO CONFLICTS O... | Label: Applicable Laws |
2ea3944c-e793-4746-b380-674ce0092f82 | Clause:
If any provision of this Agreement is declared invalid, illegal, or unenforceable, the provision shall be severed and all remaining provisions shall continue in full force and effect. This Agreement shall be binding on the IXB Person, and his or her heirs, executors, assigns, and administrators and shall inure ... | Label: Severability |
28d77b3b-4de0-451a-b1be-aade27e42d6c | Clause:
This Agreement may be executed with counterpart signatures in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.
Task: Classify this clause into ONE of these types (exactl... | Label: Counterparts |
58b07e1c-ab77-4012-aab6-31f6587476e1 | Clause:
Except as disclosed in the SEC Documents, none of the officers, directors, employees or Affiliates of the Company is presently a party to any transaction with the Company (other than for ordinary course services as employees, officers or directors and immaterial transactions), including any contract, agreement ... | Label: Transactions With Affiliates |
9cfa8aa7-ea28-43f0-b586-15fa8ecfa848 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
b5dedba8-8fab-4f11-a2a6-14149bad52cd | Clause:
The parties will execute such further instruments and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Further Assurances |
b83b22ee-f336-4290-88b1-bd276be8b8cf | Clause:
Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered electronically, personally or mailed (U.S. Mail) by the Company to you at your then current address as maintained by the Company or such other address as you may advise the Company in writing. Any such ... | Label: Notices |
7e5ebac3-2f9f-4d9b-a541-6e97a6e89de9 | Clause:
The Executive hereby irrevocably consents, subject to a right of review and approval which approval shall not be unreasonably withheld, to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance and biographical inf... | Label: Publicity |
1b07f1eb-ce05-4a3b-997b-db0eead7b47c | Clause:
All notices required or permitted hereunder shall be in writing and shall be given in the manner consistent with the requirements of Section 14 of the Convertible Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Notices |
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