id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
4ae48858-3abe-4e9b-8566-6b88555069b0 | Clause:
Any and all notices or other communications or deliveries to be provided by the Payee hereunder, including, without limitation, any conversion notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, po... | Label: Notices |
36aa9b0a-806c-4572-be9a-90c9191c3677 | Clause:
Subject to entry of the Sale Order, this Agreement and all documents required hereby to be executed by Buyer are and shall be valid, legally binding obligations of and enforceable against Buyer in accordance with their terms except to the extent that such enforcement may be limited by applicable bankruptcy, ins... | Label: Enforceability |
9768d536-de42-407e-9150-630a32fca256 | Clause:
During the Term, Executive shall receive the following salary, subject to withholdings and deductions and which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company: (i) during calendar year 2017, Executive’s salary shall be $11,250 per month, (ii) during c... | Label: Base Salary |
878c2ab2-056f-402e-8ca4-81e6ca86d583 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS (RULES) OR CHOICE OF LAWS (RULES) THEREOF.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Governing Laws |
d6c266c0-4cfb-4b2b-82d8-41dbecc7da56 | Clause:
The Administrative Agent shall have received insurance certificates and endorsements satisfying the requirements of Section 6.5(c).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Insurances |
58b2ef76-569e-40a7-ae7c-4e2834e55d3c | Clause:
As a condition to receiving any Severance Benefits or Change of Control Benefits to which the Employee may otherwise be entitled under Section 6.4(a) or Section 6.4(b) , the Employee will execute a release (the “ Release ”), which will include an affirmation of the restrictive covenants set forth in Section 7 a... | Label: Releases |
951199cd-6b38-41b4-9744-4ef17ddcc8e6 | Clause:
During the Term (as defined in Section 2), the Company shall employ Executive in the position of Chief Executive Officer of the Company and such other positions as shall be given to Executive by the Board of Directors of the Company (the “ Board ”). The Company also shall cause Executive to be appointed to comp... | Label: General |
573e1889-c772-4ee8-81bc-e8e0e397e67e | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
281cce02-9f02-47ab-bfe1-ba58b7eb4201 | Clause:
Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, except by an instrument in writing signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Modifications |
ef25b0db-a8a0-4092-b71b-e01fcd7e595e | Clause:
If Tenant signs as a corporation, limited liability company or partnership, the person executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is duly formed, validly existing, in good standing (with respect to a corporation or limited liability company), and qualified to do business... | Label: Authority |
035c0158-fbe6-4c5c-a8fa-338999b78277 | Clause:
This Agreement shall be construed and enforced in accordance with and governed by the internal laws of the State of Nevada without regard to its principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
8ba140d3-2973-40dc-a502-11bdc5d5965e | Clause:
The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 5 of this Agreement and as described in the Notice of Grant. The Restricted Shares are also restricted in the sense that... | Label: Forfeitures |
9257b860-fa55-4b9a-88c0-8b7cf6f48de4 | Clause:
This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and is intended to be binding when all parties have delivered their signatures to the other parties. Signatures may be delivered by facsimile transmission or by... | Label: Counterparts |
a0394660-c098-46c8-aafa-2079ce6a2c62 | Clause:
If the Company pays a cash dividend on its Common Stock, then, as soon as practical after such cash dividend is paid, the Company shall grant you additional restricted stock units (and credit your Restricted Stock Unit Account for such additional restricted stock units) with a value equal to the amount per shar... | Label: Adjustments |
34bc0ffd-f749-47e9-9b5a-bc460905e1d5 | Clause:
The rights and obligations of the parties hereunder being of a specific and exclusive nature, the rights and obligations hereunder will not be assignable or transferable by either party without the prior written consent of the other party hereto.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Assignments |
ec0ec94f-19d3-4990-b159-255b49ac4f7e | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its choice of law principles, and the parties agree that all disputes will be submitted to courts in Massachusetts.
Task: Classify this clause into ONE of these types (... | Label: Governing Laws |
ae29c007-11b6-4fc2-80b5-a38d87f3462d | Clause:
Any payments due under the Plan or any amounts credited to the Plan shall be subject to withholding of any taxes required by law to be withheld in respect of such payment (or credit). Withholdings with respect to amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the ... | Label: Withholdings |
c52fd877-2202-4bb5-b5ce-5d002a7f886f | Clause:
Seller maintains the policies of insurance and bonds set forth in Schedule 2.14 of the Company Disclosure Letter, including all legally required workers’ compensation insurance and errors and omissions, casualty, fire and general liability insurance. Schedule 2.14 of the Company Disclosure Letter sets forth the... | Label: Insurances |
52c90193-ba9d-4011-8006-12d5e01a7be7 | Clause:
The provisions of this Agreement shall not be supplemented or amended except by an instrument in writing executed and delivered by both Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Amendments |
1fd3cd39-54c6-4781-9ee4-b2f63ee45e46 | Clause:
The Participant agrees that he or she shall not make or publish any statement (orally or in writing) that becomes or reasonably could be expected to become publicly known or otherwise impact the Company’s business, or instigate, assist or participate in the making or publication of any such statement, which wou... | Label: Non-Disparagement |
b89e6518-b639-4a00-845b-5fd60c597c1a | Clause:
(f) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, CDOR Loans and Canadian Prime Rate Loans, the interest thereon shall be... | Label: Fees |
654258ba-c965-40f6-86ea-65776becef9f | Clause:
Executive shall be reimbursed for reasonable documented business expenses (including, without limitation, travel and entertainment expenses) incurred by him directly in connection with the performance of his duties hereunder, subject to and in accordance with the policies and procedures adopted by the Board fro... | Label: Expenses |
c8b14d3b-4b8b-4d86-af67-71388a961c71 | Clause:
In order to prevent dilution of the rights granted hereunder, the Number of Shares and Exchange Price shall be subject to adjustment from time to time in accordance with this Section 4. Upon each adjustment of the Exchange Price pursuant to this Section 4, Holder shall thereafter be entitled to acquire upon con... | Label: Adjustments |
048d306d-3180-4b40-978b-76564daa716b | Clause:
Taken as a whole, the written reports, financial statements, certificates and other written information furnished by or on behalf of the Borrower or any Subsidiaries to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement and the ot... | Label: Disclosures |
20897b38-37a7-4ed0-9002-a73ac40c82a4 | Clause:
On the Closing Date, all direct and indirect costs and expenses of the Purchasers related to the negotiation, due diligence, preparation, closing, and all other items regarding or related to this Agreement and the other Documents and all of the transactions contemplated herein and/or therein, including, but not... | Label: Expenses |
361135cf-3b7a-437c-aa81-aaf9b11e856d | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceeding... | Label: Governing Laws |
db426dd4-306c-4a19-90c9-2a98f2604177 | Clause:
Without limiting the generality of any other term or provision of this Agreement, all of the obligations of the Lessee under this Section shall survive the expiration or earlier termination of this Agreement in whole or in part.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Survival |
7a31014b-0a66-497a-90b9-d7261fa9329b | Clause:
Immediately before and after giving effect to the making of each Advance and the issuance, increase, or amendment of each Letter of Credit, the Parent and its consolidated Subsidiaries are, when taken as a whole, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Solvency |
2f1b51f4-29b4-4a67-b693-f8c8b0d0b4f8 | Clause:
This Agreement, together with any attendant or ancillary documents, specifically including, but not limited to (a) all documents referenced in this Agreement and (b) the written policies and procedures of the Company, embodies the entire understanding of the parties hereto, and, upon the Effective Date, will s... | Label: Entire Agreements |
848f99ce-4754-4aff-b205-1e28b0dc6639 | Clause:
Upon satisfaction of the conditions precedent to the effectiveness of this Agreement, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety (except to the extent that definitions from the Existing Credit Agreement are incorporated herein by reference) and (b) the rights and ob... | Label: Amendments |
2ff70b99-6804-4cd3-bedf-86dcdd53d35d | Clause:
Employee agrees to make him/herself available to cooperate fully with Employer, its parents and affiliates and their legal counsel in any pending or future legal proceedings or investigatory matters involving issues in which Employee was involved during his/her employment with Employer.
Task: Classify this cla... | Label: Cooperation |
d13c739c-e480-4393-b6b0-a923f41d385d | Clause:
Upon the terms and subject to the conditions of this Agreement, the term of Executive’s employment under this Agreement (hereafter, the “Term”) shall commence as of the Employment Status Change Date and shall continue for twelve (12) months from the Employment Status Change Date; provided, however that the part... | Label: Terms |
619cd2c0-fbeb-472a-aded-033c50f83bd8 | Clause:
Counterparty may, upon notice to Guarantor, assign its rights hereunder without the consent of Guarantor. Guarantor may assign its rights hereunder with the prior written consent of Counterparty, which consent shall not be unreasonably withheld. Subject to the foregoing, this Guaranty shall be binding upon and ... | Label: Assigns |
54559b74-f09e-4b89-aace-b339f7e53abc | Clause:
Set forth in Part A of Schedule 3.13 is a complete and correct list of all of the Subsidiaries of the Borrower (other than Immaterial Subsidiaries) as of the Effective Date, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary and (ii) if such Subsidiary is not a who... | Label: Subsidiaries |
b2206dd2-9009-4c02-a290-8d7433fd246a | Clause:
The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Among other things, “or” is not exclusive and the singular may include the plural and the plural may include the sin... | Label: Construction |
dd37c54b-db95-40c2-9c36-7ded7b726f28 | Clause:
The title of "Agent" is used solely as a matter of market custom and the duties of Agents are administrative in nature only. Agent has no duties except those expressly set forth in the Loan Documents, and in no event does Agent have any agency (except as expressly set forth herein or therein), fiduciary or imp... | Label: Duties |
bfe3e139-5902-4e80-95ac-46bf6b33d687 | Clause:
This Agreement will be governed by, and its provisions construed in accordance with, the laws of the State of California, as applied to contracts between California residents entered into and to be performed entirely within California, without regard to the conflict of law principles thereof. The parties hereby... | Label: Governing Laws |
7db3b922-99a1-4385-9aba-47dbb2f8153f | Clause:
(a) No amendment or waiver of any provision of this Agreement or the Notes, 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 Required Lenders, and then such waiver or consent shall be effective only in the specific inst... | Label: Amendments |
85f5476c-d724-462e-89ef-5658d06f069a | Clause:
The date and time of the Closing (the “ Closing Date ”) shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and the Buyer) after the satisfaction (or waiver, to the extent legally permissible) of the conditions to the Closing set forth... | Label: Closings |
d3c0b07a-fe37-42a6-8df3-66384b5a9dde | Clause:
No change or modification of this Agreement will be valid unless in writing and signed by Mr. Wagman and the successor CEO of LKQ. No waiver of any provision of this Agreement will be valid unless in writing and signed by the Person or party to be charged.
Task: Classify this clause into ONE of these types (ex... | Label: Amendments |
426e8b31-0d7f-4c2f-ae03-0f61631945c6 | Clause:
The headings of the various articles, sections and subsections of this Agreement and the table of contents have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. Except as otherwise expressly provided herein and in the other Credit Do... | Label: Construction |
ee7d2eae-0b32-4c71-8fd5-e1ede81c9166 | Clause:
Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents and instruments, as may be necessary or as the other Party may reasonably requ... | Label: Further Assurances |
929b4f09-30e6-43ea-a7d9-65c43ebffa92 | Clause:
No Credit Party shall: (a) agree to any License Agreement amendment that could reasonably be expected to materially and adversely affect (i) the rights and privileges of franchisee thereunder; or (ii) the rights, privileges, and remedies of Agent and the Lenders under the Loan Documents, with respect to the Co... | Label: Assignments |
01192b07-848a-4cd1-8f01-70c8e78804b0 | Clause:
Capitalized terms used throughout this Agreement have the meaning ascribed to such terms in Exhibit “A” attached hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Defined Terms |
0b990d8d-56d4-4bb7-8baf-7b46c386d537 | Clause:
EACH OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON AND, IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE OR SOLE NEGLIGEN... | Label: Indemnity |
113e5d96-c9c5-47fb-8cd9-0c4745d83c20 | Clause:
The Company shall by 4:30 p.m. (New York City time) within four (4) Business Days after this Agreement has been executed, file a Current Report on Form 8-K with the SEC (the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have publicly disclosed all material, non-public information... | Label: Publicity |
f50380f5-0f7a-4398-a37b-e80ef241038e | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys... | Label: Expenses |
8225d6b3-7aee-4856-af2b-4f0fff934f01 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to its conflicts of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Governing Laws |
26c2ed62-a74b-40a0-9e32-47e616095c8e | Clause:
All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar 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 ye... | Label: Fees |
89ad441d-8ec5-4a78-a7e2-def42e39f773 | Clause:
For purposes of this Section 2.17, the term “ Lender ” includes the Administrative Agent and any Issuing Bank and the term “ applicable law ” includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Defined Terms |
ad8fa869-7057-4d29-a477-c20daefd6159 | Clause:
Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void ab initio and of no force and effect if the Extension Amendment is not approved.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Terminations |
c8e489e5-4726-434b-b693-01cc5b7ab400 | Clause:
THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE... | Label: Governing Laws |
f073be96-083b-4d61-bb6e-f67a2ffd90f3 | Clause:
THIS CONSENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS CONSENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF GEORGIA WITHOUT REGARD T... | Label: Governing Laws |
bcc255ec-0914-4645-840d-46e90824d031 | Clause:
EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. EACH OF THE PARTIES HEREBY: (A) CERTIFIES THA... | Label: Waiver Of Jury Trials |
d46f824a-e388-4068-96b3-591ac592144f | 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 Closing has not been consummated on or before April 7, 2017; prov... | Label: Terminations |
7153eb96-2414-481e-8b8e-09dfda24876a | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDA... | Label: Governing Laws |
f693b607-cc6c-4b05-aaea-a51980da02ad | Clause:
The failure of any party to insist, in any one or more instances, upon strict performance of any one or more of the provisions, terms and conditions of this Agreement, or to exercise any right or rights hereunder shall not be construed as a waiver thereof, and any and all such provisions, terms, conditions and ... | Label: Waivers |
eb8812fb-e87f-4f5b-9615-b5f7072a9a53 | Clause:
Neither the Purchaser nor its Affiliates or any of their respective officers, directors, employees or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for the... | Label: Brokers |
8bdba747-0c68-4b26-9f07-fab6bf6b3182 | Clause:
The Company hereby agrees to employ Executive and Executive agrees to serve as Senior Vice President of Geosciences, upon the terms and subject to the conditions set forth herein. Executive will report directly to the Chief Executive Officer of the Company. Subject to the direction and control of the Company, E... | Label: General |
6d7568e9-f1e6-48dd-afce-5de732213fe0 | Clause:
If any particular provision of this Plan is found to be invalid or unenforceable, such provision shall not affect the other provisions of the Plan, but the Plan shall be construed in all respects as if such invalid provision had been omitted.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Severability |
cec0b264-7550-42fb-8df2-affffdf7cbe5 | Clause:
The Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and no other jurisdiction. The name of the Borrower, as set forth on the signature pages of this Agreement, is exactly as said name appears in the public organic records of said jurisdic... | Label: Powers |
235aec32-0c6b-4fa4-8406-014c991df2e9 | Clause:
(a) The audited consolidated balance sheets, related statements of operations and comprehensive loss and related statements of cash flows of AP Gaming Holdco, Inc. and its subsidiaries, for each of the fiscal years ended December 31, 2014, December 31, 2015 and December 31, 2016 and (b) the unaudited consolidat... | Label: Financial Statements |
472db01d-09f5-4f3d-afab-45ea136e3318 | Clause:
This Lease may not be modified or amended, except in a writing signed 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, Assigns, Authority, Authorizations, Base... | Label: Modifications |
b29078cf-9fe3-4735-9ede-6a18f5fb4077 | Clause:
Executive shall be reimbursed by the Employer for all reasonable business expenses incurred by Executive in performance of his duties hereunder upon the submission of appropriate documentation for such expenses in accordance with the Employer’s policies then in effect.
Task: Classify this clause into ONE of th... | Label: Expenses |
ffa3f38b-aad1-4edf-bec1-f28cb349d3dd | Clause:
The provisions of this Agreement are severable, and if any part is found to be unenforceable, the other provisions shall remain fully valid and enforceable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Severability |
34029f73-8beb-42a5-b210-56037de16263 | Clause:
Each of the Revolving Collateral Agent and the Term Collateral Agent agrees to take such further action and shall execute (without recourse or warranty) and deliver such additional documents and instruments (in recordable form, if requested in writing) as the Revolving Collateral Agent or the Term Collateral Ag... | Label: Further Assurances |
eca02204-34ae-44ed-b6fa-107115c7fcd2 | Clause:
In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other secu... | Label: Adjustments |
ac5a7690-a59f-4176-9e77-0f0557fd3f37 | Clause:
When a reference is made in this Agreement to a Section, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words... | Label: Interpretations |
76faa9b3-8e8b-4f51-8726-b81301e9942c | Clause:
The subject headings of the paragraphs and subparagraphs of this Agreement are for convenience only and shall not in any way affect the construction or interpretation of any provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Headings |
d55b4b6d-67e7-4a46-97b8-85e9f242463f | Clause:
The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to Section 2.1(b) , Section 2.1(e) , or Section 2.2(b) notify the applicable Lenders of such Class of Loan of its receipt of such Loan Request specifying the information provided by the Borrower and the apportionment among t... | Label: Payments |
8dc68ceb-2714-4b25-a2bd-09b21d422e15 | Clause:
This Plan has been adopted by the Committee. Modifications to, or termination of, this Plan can occur only in writing through official action of the Board, the Committee, or a designee of the Board or the Committee. Any communications or other purported modifications to this Plan that have not been so adopted a... | Label: Modifications |
bbb8a40f-2b3f-4087-b6fc-d62c9590a792 | Clause:
This Eighth Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto, as the same may be from time to time amended and in effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Agreements |
a129a013-ce35-429a-8685-1b7b97042acb | Clause:
Each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliance which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, ... | Label: Compliance With Laws |
9b378182-3edb-4a90-8327-2cc39c56ace0 | Clause:
The Administrative agent, each Assignor party hereto and each Assignee hereby waive the requirements and benefits of Section 10.6(b)(ii)(A) and (B) of the Credit Agreement solely with respect to the assignments made pursuant to this Section 5. Notwithstanding anything herein to the contrary, each Assignor, Cash... | Label: Waivers |
3b8faf3e-c4f5-49e7-929b-68ff530b0432 | Clause:
This Consulting Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, legal representatives, and permitted assigns (if any). By entering into this Consulting Agreement, the Company is relying on the unique services of Consultant; services from ano... | Label: Assignments |
97d49f35-7b4e-4a72-93ee-542561732183 | Clause:
All Taxes and assessments shall be prorated as of the Cut-Off Time between Sellers and Purchaser. If the amount of any such Taxes is not ascertainable on the Closing Date, the Proration for such Taxes shall be based on the portion of the Purchase Price allocated to the Real Property pursuant to Section 3.4.1 an... | Label: Taxes |
ad90a71f-6551-414d-8bf4-35c81d9341b1 | Clause:
Each of the Parties hereto shall hold and cause its directors, officers, employees, advisors and consultants to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all information (other than any such info... | Label: Confidentiality |
388fdddd-3438-4c0b-a0ff-efe65bf998b2 | Clause:
In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin‑off or other similar change in capitalization or event, or any distribution to holders of Stock other than a regular cash dividend, the number and class of... | Label: Adjustments |
0d241d1c-7af9-48c4-9d4a-fd73a8568426 | Clause:
Each party to this Agreement shall execute and cause to be delivered to each other party such instruments and other documents, and shall take such other actions, as such other parties may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.
Ta... | Label: Further Assurances |
3ad9b10b-5ebe-461d-b7b6-d8cab69ae4e7 | Clause:
THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF... | Label: Governing Laws |
b089c634-ac44-4c2c-b3b8-2a9f0da71da9 | Clause:
Except to the extent not materially adverse individually or in the aggregate to the interests of the Lenders, amend, modify or change in any manner any term or condition of any Indebtedness under the Pari Passu Indenture, except for any Permitted Refinancing thereof permitted by Section 7.02 . Notwithstanding ... | Label: Amendments |
3d3bc32f-7a07-4a37-95ce-ec3c9def4a7a | Clause:
The Company and each of its subsidiaries will use commercially reasonable efforts to maintain, or cause to be maintained, all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus, and the Co... | Label: Compliance With Laws |
44428640-852c-4ce2-a1ff-54fec99671d5 | Clause:
The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Colorado and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects... | Label: Organizations |
06944dd3-9aea-4802-bf65-64c89ad19db6 | Clause:
The Company (meaning, solely for this purpose, the Company’s directors and executive officers and other individuals authorized to make official communications on the Company’s behalf) will not disparage the Employee or the Employee’s performance or otherwise take any action which could reasonably be expected to... | Label: Non-Disparagement |
6d5d041a-6ec8-49c7-99ca-b534e02f2754 | Clause:
This Amendment shall become effective as of the Effective Date upon (i) receipt by the Administrative Agent of counterparts hereof, duly executed by each of the parties hereto, (ii) receipt by the Administrative Agent of counterparts of the Gotham Group Fee Letter and the Wells Fargo Fee Letter, duly executed b... | Label: Effectiveness |
799cdaf3-63c2-4aab-a910-314a33ba3faa | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court, in each case sitting in Boulder or Denver County, Colorado.
... | Label: Governing Laws |
b7908877-c13b-41f5-b482-4b7e2b3a300a | 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 |
876e9b2b-216e-4624-94ed-470f6edefc56 | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of California, without giving effect to choice of law rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Governing Laws |
cdb5fbfa-a030-4632-a70e-912e205759e7 | Clause:
In consideration of, subject to and conditioned on (a) Executive’s execution of this Agreement and compliance with its terms and conditions, and (b) Executive’s execution on or within twenty-one (21) days following the Effective Date and non-revocation thereof of the Waiver and Release of Claims set forth in Ex... | Label: Benefits |
d13f5a02-50a7-4b92-ba68-5e1fd50ec8fa | Clause:
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Borrower that is a party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of the Borrower ... | Label: Binding Effects |
0e753d87-fba0-4712-a855-c2a5df82d0f1 | Clause:
Borrower and its consolidated subsidiaries shall maintain, at their expense, such liability and property insurance (including as applicable commercial general liability insurance, products liability insurance and workman’s compensation insurance) with financially sound and reputable insurance companies as is or... | Label: Insurances |
049971e3-55fa-4b28-8b33-d9b024e85fcd | Clause:
Seller represents and warrants to Buyer that each Purchased Loan sold in a Transaction hereunder, as of the related Purchase Date for such Transaction and as of any Business Day on which Margin Excess is made available by Buyer to Seller which increases the outstanding Purchase Price of such Purchased Loan, con... | Label: Representations |
e6d90697-d475-4a3d-9648-0ed09c7f1ab6 | Clause:
Parent has no Subsidiaries other than the Borrower and except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy of such disclosure to the Lenders), which shall be a supplement to Schedule 7.14 .
Task: Classify this clause into ONE of these... | Label: Subsidiaries |
996612ee-ebed-40f7-a0eb-4fd7707241f0 | Clause:
All of parties hereto together with Successor Landlord hereby mutually waive all right to trial by jury in any summary or other action, proceeding, or counterclaim arising out of or in any way connected with this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Waiver Of Jury Trials |
3df27661-ed87-480a-a2a2-a6e417adae3b | Clause:
This Agreement has been duly and validly authorized, executed and delivered on behalf of CSC and constitutes the legal, valid and binding obligations of CSC enforceable against CSC in accordance with its respective terms, except as such enforceability may be limited by law, including but not limited to general ... | Label: Enforcements |
43e172a4-7e68-4975-a082-99f41f04f55c | Clause:
This Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof, and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be... | Label: Entire Agreements |
b5e62268-2ccb-4445-ae30-ab507b91a1ba | Clause:
The Purchaser hereby makes the following representations and warranties upon which the Seller may rely. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Receivables to the Purchaser, the sale thereof by the Purchaser to ... | Label: Representations |
df964945-6252-4d87-84bb-25b6043015fd | Clause:
If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby but rather shall... | Label: Severability |
4b2a60be-85ce-4b7b-a6fb-364ea2a26bdf | Clause:
During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of Unisys and its affiliated companies in effect for the Executive at any time during the 1... | Label: Expenses |
de42fac0-bbfc-4480-b63d-1ea7ba78c3c6 | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELA... | Label: Waiver Of Jury Trials |
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