id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
a8f983d9-35ec-47fc-aff1-6172644a7f0f | Clause:
The written reports, financial statements, certificates or other written materials furnished by or on behalf of the Credit Parties or any of their Subsidiaries to the Financing Parties in connection with the negotiation of the Operative Agreements or delivered hereunder or thereunder, taken as a whole together ... | Label: Disclosures |
394536b1-4af2-4e99-96b8-d22161be1b0e | Clause:
If any provision of this Agreement, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, such invalidity or unenforceability will not affect any other provision hereof, the remainder of this Agreement, or the application of such term to persons or circumst... | Label: Severability |
46064395-91c8-4399-938a-4a309d0dfbd0 | Clause:
Each Lender and each Issuing Bank hereby authorizes, and each other Person accepting the benefit of the Liens created by the Security Instruments shall be deemed to have authorized, the Administrative Agent to release (a) any Collateral that is permitted to be sold or released pursuant to the terms of the Loan ... | Label: Liens |
7062fbba-4d85-4d84-ad18-60887b350ca2 | Clause:
(a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower ... | Label: Warranties |
e6cc8f01-ec4d-4b41-9a4c-fd90d97a1179 | Clause:
Except as set forth in the Financial Statements or in the Commission Documents, there are no loans, leases, agreements, contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) the Company or any Subsidiary on the one hand, and (b) on the other hand, any o... | Label: Transactions With Affiliates |
a281d36a-80c4-4b75-8e51-e210e49a86a0 | Clause:
Except to the extent such leases in the aggregate would not require total payments of more than $10,000,000 per annum, the Borrower shall not, and shall not permit any of its Applicable Subsidiaries that are Guarantors to, directly or indirectly, become or remain liable as lessee or as a guarantor or other sure... | Label: Sales |
fb5fc2a4-1f61-4c1a-993d-d46913498878 | Clause:
With the written consent of the Required Lenders (or, in the case of (i) amendments or modifications to the definition of “Required Revolving Lenders” or (ii) waivers of any condition precedent to any Revolving Borrowing set forth in Section 4.3 , the Required Revolving Lenders), the Administrative Agent, acti... | Label: Modifications |
0156bf2e-9bb7-4c1c-bc0b-c8edb580d883 | Clause:
If any provision hereof is invalid or unenforceable, the other provisions hereof shall remain in full force and effect and shall be liberally construed in favor of Bank in order to effectuate the other provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Severability |
4322deac-7186-4c54-b8c1-e004ab4ce426 | Clause:
Employee shall devote his full-time (40 hours per work week), attention, and energies to the business of the Company and will diligently and to the best of his ability perform all duties incident to his employment hereunder, shall perform such administrative, managerial and executive duties for the Company (i) ... | Label: Duties |
ae4fe1c7-6bd0-47d9-acea-4a312367c1ae | Clause:
Except for (i) $500,000 to cover Carbon’s expenditures of time, effort and money incurred in connection with its diligence review of the proposed initial acquisitions made by the Company, (ii) the Transaction Expenses incurred by Carbon in connection with (A) the negotiation and preparation of this Agreement an... | Label: Expenses |
47b01569-c818-4cc9-869d-f14899a63624 | Clause:
All rights and remedies under this Agreement are cumulative and non-exclusive, and may be exercised singularly or concurrently.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Remedies |
3cad2bdb-1b5b-4dc8-a900-23924f23de36 | Clause:
Unless the Committee determines otherwise, if the Participant’s rights with respect to the Award pursuant to this Award Agreement do not vest prior to the date on which the Participant’s employment with the Company and/or its Affiliates terminates for any reason, the Participant’s rights with respect to such Aw... | Label: Forfeitures |
2cbfbaa9-97b4-4f70-972d-cae035aab669 | Clause:
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument; however, this Agreement shall have no force or effect until executed by both parties.
Task: Classify this clause into ONE of these t... | Label: Counterparts |
6e9645b2-3dce-4fa4-ada3-1c63723084f4 | Clause:
Tenant shall pay to Manager an amount equal to any sales, use, commercial activity tax, gross receipts, value added, excise or similar taxes assessed against Manager by any Governmental Authority that are calculated on Reimbursable Expenses required to be paid by Tenant under this Agreement, other than income, ... | Label: Sales |
7903cfa5-db17-4886-b9db-131938528f89 | Clause:
File or cause to be filed all federal, state and local tax returns which are required to be filed by it. The Borrower shall pay or cause to be paid all taxes shown to be due and payable on such returns or on any assessments received by it. At its option, the Lender may discharge taxes, liens or security interes... | Label: Taxes |
6ec65e0a-dd80-45c3-b653-50c5d4ae104a | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Adminis... | Label: Successors |
e076984e-2c36-491e-b8f6-3cc3be3d2dde | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature (or by other electronic means such as portable document format (... | Label: Counterparts |
63360981-219b-4539-8964-8242f7d49574 | Clause:
I acknowledge and agree that the restrictions contained in this Agreement are reasonably necessary to protect the legitimate business interests of the Company, and that any violation of any of the restrictions will result in immediate and irreparable injury to the Company for which monetary damages will not be ... | Label: Remedies |
a1e088f5-2dd7-46c3-8c70-904e96fc244b | Clause:
This Agreement may be executed in two or more counterparts, and it shall not be necessary that the signatures of the parties hereto be contained on any one counterpart hereof. Each counterpart shall be deemed an original but all counterparts together shall constitute one and the same instrument. Any signature p... | Label: Counterparts |
37ce45d1-6c05-4a3e-b1cf-946a44fecb96 | Clause:
All out-of-pocket costs incurred by either Party pursuant to Section 4.3.2(b) or (c) shall be borne solely by such Party. Any recovery obtained as a result of any such Action, by settlement or otherwise shall be first applied to reimbursement of the reasonable unreimbursed legal fees and expenses incurred by th... | Label: Expenses |
8da32fb7-f225-43d6-b0d6-ac0d2774fa26 | Clause:
For purposes of this Article 3, the terms Life Annuity, Joint and Spouse Beneficiary Survivor Annuity, Joint and Nonspouse Beneficiary Survivor Annuity and Total Pension Value Guarantee shall have the same meanings as under the ERIP, as the same may be amended from time to time.
Task: Classify this clause into... | Label: Definitions |
e8f4d6f1-a2a7-4897-bc27-aa2b620bc57e | Clause:
This Agreement will become a binding agreement among the undersigned as of the date hereof. This Agreement (and the agreements reflected herein) may be terminated by the mutual agreement of the Company, Shareholder and the Designated Purchaser (as defined in the UPA) and if not sooner terminated, will terminate... | Label: Miscellaneous |
c478a1e3-b79d-4330-9b2b-696368b9899f | Clause:
The Committee shall make equitable substitutions or adjustments in the RSUs as it determines to be appropriate in the event of any corporate event or transaction such as a stock split, merger, consolidation, separation, including a spin-off or other distribution of stock or property of the Company, reorganizati... | Label: Adjustments |
441f0f36-63a9-4fdb-8bfa-7cf690ea28cd | Clause:
On the Closing Date and on each date thereafter on which a Receivable of SMMC is transferred hereunder prior to the Termination Date, SMMC is Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Solvency |
e0950971-1e3e-4c62-9b6c-5fa2e09f0553 | Clause:
All computations of interest for Base Rate Loans when the Base Rate is determined by Reference Bank’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and ac... | Label: Fees |
4e9cf53d-d11e-433c-aa38-d13d0312eb79 | Clause:
The titles and captions of paragraphs, sections, subparagraphs and subsections contained in this Agreement are provided for convenience of reference only, and shall not be considered terms or conditions of this Agreement .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Headings |
426e5d74-cd67-4499-837d-c1a2c109a880 | Clause:
As regards any Collateral, Debtor shall maintain a standard and modern system of accounting in accordance with generally accepted accounting principles, or such other accounting principles as agreed to by Lender, consistently applied. Debtor’s Books shall be accurate and complete. On Lender’s request, Debtor sh... | Label: Records |
25a1af25-a33a-470c-8463-09f3e692d8f7 | Clause:
If any of the Obligations is not punctually paid when the same becomes due and payable, either by its terms or as a result of the exercise of any power to accelerate, Guarantors shall, immediately on demand and without presentment, protest, notice of protest, notice of nonpayment, notice of intent to accelerate... | Label: Payments |
99ff3b5b-f1d7-4ae2-a433-0d2badc9dfd8 | Clause:
Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all income, franchise and other material Tax returns and reports required to have been filed and has paid or caused to be paid all income, franchise and other material taxes required to have been paid by it or levied or imposed upo... | Label: Taxes |
de0d20a5-f2dc-45a0-b62d-946cf2f513e0 | Clause:
All representations and warranties of Borrower contained herein or made in connection herewith shall survive the making of and shall not be waived by the execution and delivery of this Agreement or the Note, any investigation by Lender, or the making of any Loan and Lender may hereby rely upon same. Notwithstan... | Label: Survival |
afda751c-a767-4425-ab41-3536c488e52c | Clause:
The execution, delivery and performance of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby will not (i) conflict with or result in a violation of any provision of its certificate of formation or other organizational documents, or (ii) violate or conflict wit... | Label: No Conflicts |
0384dbde-6192-4f87-b684-10c1766bd638 | Clause:
You shall be entitled to three (3) weeks of vacation per year and personal days on a basis consistent with Akoustis’ other senior executives, as determined by the Board.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Vacations |
25c7b68b-d3ba-4b6a-b70f-a5afa0236bcf | Clause:
Payments shall be made at such place as Lender may direct in lawful money of the United States of America. The full amount of this Note shall be paid by Borrower to Lender on or before the Maturity Date. Provided that the full amount of this Note is paid by Borrower to Lender on or before the Maturity Date, thi... | Label: Payments |
7f269082-c0cf-4c21-834d-937e71c734fc | Clause:
The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement. Benefits and rights provided under the Plan are wholly discretionary and do not constit... | Label: Benefits |
ba88e771-6c5b-48b7-aef0-9f18f32d76b3 | Clause:
Executive’s employment shall be “at-will” and may be terminated at any time, by either party, for any reason whatsoever (the “ Term ”). Executive’s employment with the Company commences on September 11, 2017 (the “Effective Date”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Terms |
55040981-aa1e-4d8a-bedd-26ee2efe103d | Clause:
This Agreement and the schedules and exhibits attached hereto embody the entire agreement and understanding of Seller and Purchaser relating to the subject matter hereof and supersedes all prior representations, agreements, and understandings, oral or written, relating to such matter.
Task: Classify this claus... | Label: Entire Agreements |
85a4ba17-4ce2-42f3-9bb4-cbbf42f1fbce | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities by the Company in a manner that would require the registration under the Securit... | Label: Integration |
2368b689-2963-429b-bfb6-3bbfa9cdb989 | Clause:
LBIO will make payments to Company in the amounts and as set forth in the applicable Statement of Work.
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, Au... | Label: Payments |
9e66d281-1ae5-4c82-88e5-bc6e1c718795 | Clause:
In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to §12.1, the Agent on behalf of the Lenders may, and with the consent of the Required Lenders shall, proceed to protect and enforce their rig... | Label: Remedies |
b593774d-225e-49b6-8f60-31249588f7b2 | Clause:
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified as a foreign corporation to transact busi... | Label: Organizations |
97cfabf3-e891-4e44-89d6-68b2e711e8e1 | Clause:
I acknowledge that I have received, read and understand the Plan and my Non-Qualified Stock Option Award Agreements, which together govern the terms of my option(s) and their exercise. I have also read the current Plan prospectus, the Corporation’s latest annual report to stockholders and the other public repo... | Label: Representations |
f1436a72-666f-4eec-8711-eb010e2ac875 | Clause:
Upon indefeasible payment in full in cash and performance of all of the Obligations (other than indemnification Obligations under Section 2.11 ), termination of the this Agreement and a release of all claims against the Lenders, and so long as no suits, actions proceedings, or claims are pending or threatened a... | Label: Releases |
fe3cdf20-c310-4185-b911-beb0033ca792 | Clause:
If, at the time of enforcement of Section 8 or 9 , a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, s... | Label: Enforcements |
b81dc44e-166b-484b-b07c-3cf6a043075d | Clause:
From and after the Assignment Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Assignment Effective ... | Label: Payments |
8f95b9f6-8393-4f02-aaaa-cc306e0e7b20 | Clause:
(a) Unless otherwise expressly provided in a Loan Document, all reductions of the Revolving Loan Commitments and all payments by the Borrowers pursuant to each Loan Document shall be made by the Borrowers to the Administrative Agent for the pro rata account of the Secured Parties entitled to receive such reduct... | Label: Payments |
19baaa97-4067-4e94-b845-b145d81f1586 | Clause:
The proceeds of the Term Loans shall be used by Borrower to refinance all the loans outstanding under the Existing Term Credit Agreement, to fund fees and expenses payable hereunder and for general corporate purposes of Borrower not in contravention of any law, including to provide for ongoing working capital r... | Label: Use Of Proceeds |
9e2ffbeb-7c36-4f81-a0f3-c01fef265439 | Clause:
The effective date (the “Effective Date”) of this Joinder Agreement is March 30, 2017.
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, Bas... | Label: Effective Dates |
be194008-f14d-4557-b3e3-6714f18b8604 | Clause:
Without duplication of any obligation of the Borrower under Section 9.05 , in addition to amounts payable as provided herein, the Borrower hereby agrees to protect, indemnify, defend, pay and save harmless the Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charge... | Label: Indemnifications |
97cfe922-03d0-42bb-99a2-4b561eaa274d | Clause:
(a) The making by Tenant of any arrangement or assignment for the benefit of creditors; (b) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty ... | Label: Assignments |
21f5ceeb-3e9c-4af1-ae61-171931eaf2f9 | Clause:
Each Party acknowledges that they each maintain and shall, maintain adequate insurance for liability insurance adequately covering such Party’s obligations under this Agreement, including insurance that is required by Applicable Law. Upon request by the other Party, each Party shall provide to the other Party a... | Label: Insurances |
6cb888fb-1f71-4ad8-8a1b-630118def91e | Clause:
Because of the importance of the personal relationships of the parties and the mutual levels of trust established between them, it is agreed that none of the rights or obligations created by this Agreement shall be assignable by either party without the written consent of the other party, which consent cannot b... | Label: Assignments |
6d6276c9-2c5d-4a14-a93b-59a71ed9881b | Clause:
There is now in full force and effect with a reputable insurance company, fire and extended insurance coverage with respect to all material tangible Assets in reasonable commercial amounts. On Schedule 5(p ) is set forth a correct and complete list of (i) all currently effective insurance policies and bonds cov... | Label: Insurances |
48579d22-643c-433c-a822-7a58d7016eb7 | Clause:
The execution and delivery of this Agreement, and consummation of the transactions described in this Agreement, will not constitute a default under any contract, lease, or agreement to which Blackstone is a party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: No Defaults |
b6fe823d-97a1-401b-9717-1975c303d023 | Clause:
In consideration for your continuing employment by Amkor, and the payments, benefits and other perquisites described herein, you agree to become a party to the Restrictive Covenant Agreement set forth on Schedule A and the Confidentiality, Intellectual Property and Insider Information Obligations agreement (the... | Label: Confidentiality |
91ede9ae-3abf-4c77-8329-d7fe4519803c | Clause:
All demands, notices, instructions, directions and communications under this Agreement shall be delivered as specified in Appendix A of the Transfer and Servicing Agreement. Each party hereto may, by notice given in accordance herewith to each of the other parties hereto, designate any further or different add... | Label: Notices |
efe7400e-92cb-452e-84c2-de0f26133f1d | Clause:
Except as set forth on Schedule 6.2 , the Acquiror Company does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Subsidiaries |
b9326d31-a66f-4db7-8c05-1b114e7191b9 | Clause:
The Borrower will indemnify each Recipient, within 10 days after written demand therefor, for the full amount of Indemnified Taxes (including, without limitation, any Indemnified Taxes imposed on amounts payable under this Section 2.12(c) ) paid by such Recipient or required to be withheld or deducted from a p... | Label: Indemnifications |
e3fa053e-01a3-4f79-8c15-e2e95793a71f | Clause:
Such Party (a) has the requisite power and authority and the legal right to enter into this Supply Agreement and to perform its obligations hereunder; and (b) has taken all requisite action on its part to authorize the execution and delivery of this Supply Agreement and the performance of its obligations hereun... | Label: Authorizations |
88a08e4d-6af5-42af-88f4-a49215231c76 | Clause:
All of the direct and indirect subsidiaries of the Company and the Company's ownership interests therein are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outs... | Label: Subsidiaries |
826240c4-735b-4dd1-9d4a-9e01a03d5631 | Clause:
The Lenders agree to indemnify the Agents in their capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Term Percentage in effect on the date on which indemnification is sought under this Section 8.7 (... | Label: Indemnifications |
9f557d47-4814-4891-99e5-b7a88639f359 | Clause:
The parties hereto agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in the City of New York, Borough of Manhattan, for the purposes of any suit, action or other proceeding brought by any party arising out of any brea... | Label: Venues |
259da833-f7dc-4813-a819-81cf272507ab | Clause:
Neither the execution and delivery of this Agreement by such Seller nor any agreement, document, or instrument executed or to be executed or to be caused to be executed in connection with this Agreement by such Seller, nor anything provided in or contemplated by this Agreement or any such other agreement, docum... | Label: No Conflicts |
5a7b8360-24d2-4bbc-baca-f1960a11326f | Clause:
This Section 10 shall survive any termination of this Agreement and the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Sala... | Label: Survival |
68c5b949-748b-4f77-b585-2c8fd2c1b391 | Clause:
Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment, distribution or other benefit under this Agreement (other than due to Employee's death), Employee shall have executed a complete release of the Company and its affiliates and related parties in such form as is ... | Label: Releases |
59ad3a6d-4918-4163-a2b3-b211080f2937 | Clause:
The Loan Parties shall not, nor suffer or permit any of their Restricted Subsidiaries to, enter into any transaction with any Affiliate of the Loan Parties that are not Loan Parties, except upon fair and reasonable terms no less favorable to any Loan Party than such Loan Party could obtain in a comparable arm’s... | Label: Transactions With Affiliates |
7cfffa90-e32f-4696-b30e-4990ad8e0b5d | Clause:
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a... | Label: No Conflicts |
51becd44-ad59-4ed1-a0af-6bc3979b42f1 | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] the ... | Label: Payments |
94c159bd-ecc2-451e-abac-cc3916558e77 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Initial Closing has not been consummated on or before May 31, 201... | Label: Terminations |
41b30360-8b76-45b6-8c49-fa02ed6d9f09 | Clause:
To the best of its knowledge, NHL has complied with all applicable statutes and regulations of any provincial, federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condit... | Label: Compliance With Laws |
93ccce3a-ae59-4057-ad9d-c6ea54c3428d | Clause:
(all such non-excluded taxes described in this Section 3.1(f) being hereinafter referred to as “ Other Taxes ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Effective Dates |
dc19a02b-7f6e-49db-9024-75f8358750c6 | Clause:
In case any provision in this First Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Waiver and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Task: Classify this claus... | Label: Severability |
59a1c846-bab6-4d06-bcf4-8bbc76abd834 | Clause:
The number of Shares issuable for each RSU and the other terms and co nditions of the grant evidenced by this Agreement are subject to adjustment as provided in Section 11 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Adjustments |
832bdcb7-493c-446a-aff3-6bc14826ac25 | Clause:
Except for Section 4(k) of the Purchase Agreement (which expressly survives the execution of this Agreement and remains in full force and effect), this Agreement is intended by the parties to this Agreement as a final expression of their agreement and intended to be a complete and exclusive statement of the agr... | Label: Entire Agreements |
f824c59e-56fe-452e-9dd1-39672c17d50d | Clause:
The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth (10 th ) anniversary of the Effective Date; provided, however , that such expiration shall not affect Awards then outstanding, and the terms and ... | Label: Effective Dates |
b5328a56-c499-4e97-a269-8947e666c4cd | Clause:
This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware without regard to the conflicts of laws provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Governing Laws |
5c4be722-da87-4d26-87f5-4a12db9745a9 | Clause:
The Company shall indemnify and hold harmless any member of the Board or the Committee and other individuals, including Employees and Directors, performing services on behalf of the Committee, against any liability, cost or expense arising as a result of any claim asserted by any person or entity under the laws... | Label: Indemnifications |
60812010-80af-4156-a92d-a2a073bbd84c | Clause:
Except as otherwise provided in the Plan, no modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced. The failure of any party hereto at any time to require performance by another party of any provisi... | Label: Waivers |
56ce9a9d-088a-49cc-be12-5d1b12f0e225 | Clause:
The Grantor hereby assigns to the Agent (for the benefit of the Finance Parties), and hereby grants to the Agent (for the benefit of the Finance Parties) a security interest in, all of the Grantor’s right, title and interest in and to the following (collectively, the “ Collateral ”): each of the agreements list... | Label: Assignments |
726c4d49-d45f-4ce3-851a-2237cb94b2a7 | Clause:
Nothing in this Agreement or in the Plan will be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that the Employer will continue to employ the Employee, or as affecting in any way the right of the Employer to terminate the employment of the Employee at any tim... | Label: Employment |
dc58072a-cd26-414f-bc45-3f27898d4ba4 | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
dd34db93-8930-4a2a-b8d6-d78bf81b6dc7 | Clause:
No Obligor shall acquire or accept any Inventory which is part of the Borrowing Base on consignment or approval. No Obligor shall sell any Inventory which is part of the Borrowing Base on consignment or approval. Obligors shall use, store and maintain all Inventory with reasonable care and caution, in accorda... | Label: Sales |
16c833c3-a8a7-44cc-9b09-363b14c70db0 | Clause:
The Employer may terminate and liquidate the Plan by irrevocable action taken within the 30 days preceding or the 12 months following a Change in Control, provided the Employer distributes all Plan Accounts (and must distribute the accounts under any Aggregated Plans which plan the Employer also must terminate ... | Label: Change In Control |
9d0c495a-7c95-457a-a782-c47fe3e42eec | Clause:
The SPUD SHACK Shareholder has the authority to enter into this Agreement and the transactions contemplated herein, and, when this Agreement is executed and delivered by the SPUD SHACK Shareholder, it shall constitute a legal, valid and binding obligation, enforceable against him or it in accordance with its te... | Label: Authority |
856d82a4-b9b5-4d76-ae16-3a63ed068272 | Clause:
The Executive shall serve as the Chief Operating Officer and Secretary of the Corporation, with such duties, responsibilities and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Board of the Corporation. The Executive shall report directly to ... | Label: Duties |
55dbc000-34c9-4dde-81e8-a792f8e4c402 | Clause:
Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all SUN Financial Statements and certificates and reports as to financial matters required to be furnished to the Purchaser hereunder shall... | Label: Interpretations |
65f9e86a-87f6-4461-9321-c0dcc27fad31 | Clause:
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, applied without reference to its principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Applicable Laws |
477e1e54-40e9-4921-a95a-d03b4864b1bc | Clause:
Except as otherwise provided in this Section 16.6 , each Party agrees that it shall maintain all terms and conditions of this Agreement, and all information disclosed to it by another Party or obtained by it in the performance of this Agreement and relating to another Party’s business (including development pla... | Label: Confidentiality |
008e962f-dfec-464d-84ff-e5e44cbf8a79 | Clause:
The institution of any litigation, arbitration proceeding or governmental proceeding with respect to such Originator, the Sub-Originator, the Buyer, the Servicer, the Performance Guarantor, or any other Originator, that with respect to any Person other than the Buyer, could reasonably be expected to have a Mate... | Label: Litigations |
15198b47-78bf-405b-83a1-980188dcea06 | Clause:
The execution and delivery by the Company of the Transaction Agreements and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein (including issuance and sale of Investor Shares to the Investors) (i) will not, in any mate... | Label: No Conflicts |
fde05709-9f40-404e-bf85-6465b410c932 | Clause:
All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans; provided that all such representations and warranties shall terminate on the... | Label: Warranties |
1e3867eb-7bda-456f-bc6c-40311f6da8b0 | Clause:
After giving effect to the limited waiver set forth in Section 1 hereof, no Default or Event of Default shall have occurred which is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: No Defaults |
a4f7a93e-6bd8-4cc6-a4d6-02cc188cd527 | Clause:
By participating in the Plan, the Participant waives all and any rights to compensation or damages in consequence of the termination of his or her employment or engagement with the Company and/or any past or present subsidiary or Affiliate for any reason whatsoever, whether lawfully or otherwise, insofar as tho... | Label: Waivers |
97d91bc4-c227-4426-80b4-08764ac14a50 | Clause:
No Default has occurred which is continuing as of the date hereof.
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: No Defaults |
8b47dfcb-febe-4e6e-a177-9309da45df80 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations ... | Label: Participations |
c6af5455-0812-4ba5-9509-2a199e0819a4 | Clause:
Authority of Administrative Agent to Release Collateral and Liens .
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: Liens |
a7e6fd03-6f2a-4bfd-aee8-1d1715844998 | Clause:
This Agreement with all Exhibits and Schedules hereto and the other Loan Documents embody the entire agreement and understanding by and among the parties hereto and thereto relating to the subject matter hereof and thereof and supersedes any and all prior agreements and understandings, oral or written, relating... | Label: Entire Agreements |
c0c3a418-b6e9-4d2e-a097-a461d5059575 | Clause:
As of the Second Amendment Effective Date, the execution, delivery and performance by the Borrower of this Amendment (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effe... | Label: Compliance With Laws |
e48bbb23-bba5-40a1-b650-49ff1d25d549 | Clause:
Evidence that the costs and expenses (including reasonable attorneys’ fees) referred to in Section 12.1 , to the extent incurred, have been paid in full by Borrower.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Expenses |
2dc0d411-5997-42d8-8215-6c35076abab2 | Clause:
Any provision of this Security Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Security Agreement or affecting the valid... | Label: Severability |
3b5925da-c675-48d7-9586-63ec5575e821 | Clause:
This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of... | Label: Counterparts |
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