id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
792d79b0-a955-46bd-8600-f4475b770686 | Clause:
This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, understandings and writings between the Parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Entire Agreements |
eabafa4b-091a-4cea-9bc5-220eac9123e7 | Clause:
All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. Except as disclosed in the SEC Reports, 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 outstanding ... | Label: Subsidiaries |
c0297b86-0d4a-456a-a020-0a53b6946e35 | Clause:
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Binding Effects |
093d0902-21c6-410e-8622-48aee646660f | Clause:
Debtor is the sole owner or has other rights in all of the Collateral, free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like), other than Permitted Liens.
Task: Classify this clause into ONE of these types (exa... | Label: Liens |
a520df8a-fcaf-465a-9238-fb3eeeaa3b8c | Clause:
This Agreement represents the entire agreement and understandings between the parties concerning the exchange and the other matters described herein and therein and supersedes and replaces any and all prior agreements and understandings solely with respect to the subject matter hereof and thereof.
Task: Classi... | Label: Entire Agreements |
fcc244fe-9125-49e3-94be-d8478275b2dd | Clause:
The Company shall, by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, (a) issue a press release disclosing the material terms of the transactions contemplated hereby or (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with t... | Label: Publicity |
4cc83d59-cb1f-4ab5-af5b-4a257dbce3d9 | Clause:
This Amendment No. 4 constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Entire Agreements |
5b5e95a5-0b3c-4def-8586-0d9ecb90f4ad | Clause:
For purposes of this Section 9 , the term “ Company ” shall include the Company and each of their respective successors, assigns, subsidiaries or affiliates and the term “Ricketts” shall include the Ricketts and each of their respective heirs, successors, assigns, subsidiaries or affiliates (other than the Comp... | Label: Definitions |
a7e8ed78-3217-4c83-9005-1fea1b4b5aec | Clause:
(a) In consideration of the payments and benefits set forth in the Employment Agreement, the Executive, for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively, “ Executive Releasors ”) does hereby irrevocably and unconditionally release, acquit and forever disch... | Label: Releases |
6375938a-b841-4b75-a459-a860c8b4120e | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate or other organizational action, and (c)... | Label: Authorizations |
1080c1eb-b31c-49d5-a278-d7ed211f5198 | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the New Notes and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provisio... | Label: No Conflicts |
428d0789-e779-49ce-ad59-61069c554d35 | Clause:
Manager shall maintain all office records and books of account and shall record therein, and keep copies of, each invoice received from services, work and supplies ordered in connection with the maintenance and operation of the Properties. Such records shall be maintained on a double entry basis. Owner and pers... | Label: Records |
ba8c2f48-9974-47f4-b15d-86390ba1756b | Clause:
During the Term, Executive shall be eligible for paid vacation in accordance with the Company’s policies, as may be in effect from time to time, for its senior executives generally; provided that Executive shall be entitled to paid vacation time at a rate of no less than 4 weeks per calendar year. Executive sh... | Label: Vacations |
493eb056-512a-40cb-a42b-42cea3056c33 | Clause:
The Executive shall be entitled to paid vacation during each calendar year in such amounts as are commensurate with his position and company policy, however, no less than existing practices.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Vacations |
26cb3536-71d3-4cb4-a561-a0aa88bb4551 | Clause:
The Company and the Subsidiaries are not aware of any third-party patents, patent applications, trademarks, trademark applications, service marks, trade names, and copyrights, (collectively, the “Intellectual Property Rights”) that are necessary for the conduct of the Company’s and Subsidiaries’ business relat... | Label: Intellectual Property |
8a7cc2df-7d06-4f30-ba6a-5ead254504fe | Clause:
This Agreement will be governed by the laws of the State of California, without regard for choice-of-law provisions. Executive consents to personal and exclusive jurisdiction and venue in the State of California. References to California will only be included in this Agreement if Executive resides in California... | Label: Governing Laws |
3b042390-5101-4f4c-82e4-5922593a68d3 | Clause:
Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of you and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Amendments |
d372f128-be07-448d-96d4-7960de79cfc6 | Clause:
In order to induce the Administrative Agent to enter into this Joinder Agreement, each Loan Party (including each New Subsidiary) hereby jointly and severally (a) represents and warrants that as of the date hereof (i) the recitals set forth above are true and correct in all material respects, (ii) each of the r... | Label: Representations |
fcae0e90-a567-4051-a8f9-4481f4bdb322 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and for other general corporate purposes, including the completion and data readout of the Company’s ongoing clinical study.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Use Of Proceeds |
c6efa5d3-899b-4e52-b040-501bb05a84dd | Clause:
The benefits and costs of the Plan shall be paid by the Company and/or a Subsidiary out of its general assets. The status of a claim against the Company or a Subsidiary with respect to the benefits provided hereunder shall be same as the status of a claim against the Company or applicable Subsidiary by any gene... | Label: Expenses |
5942622b-1f9d-4dc0-9719-89f952e16284 | Clause:
This Agreement contains the entire understanding, and cancels and supersedes all prior agreements, including, without limitation, any offer of employment, agreement in principle or oral statement, letter of intent, statement of understanding or guidelines of the parties hereto with respect to the subject matter... | Label: Entire Agreements |
c01fc084-b501-4779-8b6c-047e89ff81c9 | Clause:
The illegality or invalidity of any provisions of this CRADA will not impair, affect, or invalidate the other provisions of this CRADA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Severability |
404e91b6-47fb-492b-b55d-1f2e8667a8d9 | Clause:
Schedule 4.14 sets forth the name of, the ownership interest of the applicable Loan Party in, the jurisdiction of incorporation or organization of, and the organizational type of each Subsidiary of the Borrower and the other Loan Parties and identifies each Subsidiary that is a Subsidiary Loan Party, in each ca... | Label: Subsidiaries |
9dc7c0ac-ed3a-4e29-a027-9915412eef57 | 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 |
9331e41e-a41d-4a13-b4ab-ad19b129d1ff | Clause:
The Borrower will, and will cause each Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance, in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss pa... | Label: Insurances |
0a96534a-6dc4-4107-ba51-5631c513dbf0 | Clause:
No consent, approval, license or authorization of, or designation, declaration or filing with, any court or governmental authority is or will be required on the part of such Investor in connection with the execution, delivery and performance by such Investor of the Transaction Documents to which such Investor i... | Label: Consents |
3c8fdd86-c739-4a55-8189-66b6e7f4cb24 | Clause:
No Borrower will request any Loan or Letter of Credit, and no Borrower shall use, or shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall use, the proceeds of any Loan or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or autho... | Label: Use Of Proceeds |
c57e8b4e-39db-4e58-8fcc-cf4f90cb885e | Clause:
To comply in all material respects with the laws (including any fictitious or trade name statute), regulations, and orders of any government body with authority over such Borrower’s business, except in such instances in which (a) any such law, regulation or order is being contested in good faith by appropriate ... | Label: Compliance With Laws |
37472ada-d5cf-40ac-8b33-2d1345963e6a | Clause:
In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaire... | Label: Severability |
71c4ebf1-5eb3-4742-9f16-415ba1d839d7 | Clause:
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns,... | Label: Definitions |
1c5060c8-3adb-41a8-824a-d66799e1bd77 | Clause:
Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Agent has received counterparts bearing the signatures of all parties hereto. Delivery of a signature... | Label: Counterparts |
8a072cc2-12b6-48fe-8e39-d94585fbcdfe | Clause:
The Committee has the right, without the consent of the Participant, to amend, modify or terminate the Award, prospectively or retroactively; provided, that , such amendment, modification or termination shall not, without the Participant’s consent, materially reduce or diminish the value of the Award determined... | Label: Amendments |
c79a665d-5547-4791-8597-1b42c2f3f704 | Clause:
All of the Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to the conflicts of laws principles thereof; provided that if Lender has greater rights or remedies under federal law, then such right and/or remedies under federal law... | Label: Governing Laws |
55ebc4a6-f072-4c62-b5d9-12e2d8edff57 | Clause:
Schedule 4.4 sets forth a detailed list of the use of proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital and capital expenditures related to sales and marketing and application expansion and shall not use such proceeds: (a) for the satisfaction of any ... | Label: Use Of Proceeds |
a3869ca9-bfdc-4109-9b7a-9a802b797244 | Clause:
All notices and other communications under this Agreement will be made in writing and given in accordance with Section 9.02 of the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Notices |
52039824-abe2-43f0-931c-b9c791717d7b | Clause:
Buyer has duly executed and delivered this Agreement and each Signing Date Transaction Agreement to which it is a party, and on the Closing Date will have duly executed and delivered each Closing Date Transaction Agreement to which it is a party, and each of this Agreement and each such Signing Date Transactio... | Label: Enforceability |
1129548c-70cf-427d-b0ae-c24bcd079b55 | 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 September 30, 2017 ... | Label: Terminations |
f3d20a65-32f3-42ad-a2be-44780e62b2bd | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof that would direct the application of the laws of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Governing Laws |
4e2f7cae-8d9e-4cc7-bbc6-475eb4d6e2e0 | Clause:
BORROWER HEREBY WAIVES ANY AND ALL RIGHTS THAT IT MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN BORROWER AND LENDER OR THEIR SUCCESSORS AND ASSIGNS, OUT OF O... | Label: Waiver Of Jury Trials |
b719b213-8d29-4a7c-b2d8-fff08464cb41 | Clause:
The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required ... | Label: Expenses |
d4c8faf7-f116-43ea-b688-2fd2c2cbe341 | Clause:
The audited financial statements and unaudited interim financial statements of the Company included in the Company Reports (collectively, the “ Company Financial Statements ”) (a) complied as to form in all material respects with applicable accounting requirements and, as appropriate, the published rules and re... | Label: Financial Statements |
32fd99a2-8ba1-4766-a9ef-8771159a9c5e | Clause:
The number of shares of Restricted Stock and Remaining Shares are subject to adjustment by the Committee in the event of any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of the Shares or the payment of a stock dividend on Shares, or any other increase or decr... | Label: Adjustments |
66a4ad9e-4ac4-4629-a85b-b8eaaedd2b8a | Clause:
Except as otherwise provided herein, the term of any Award of Performance Shares, Performance Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock, Restricted Stock Units or an Other Incentive Award shall be set by the Committee in its discretion.
Task: Classify this clause into ONE of these types... | Label: Terms |
0b03dd90-36b7-489c-bf01-cd895fe0804b | Clause:
(a) The Seller shall pay to the Purchaser Agents certain fees in the amounts and on the dates set forth in a letter dated December 20, 2016 between the Seller, AFC and the Purchaser Agents, as such letter agreement may be amended, supplemented or otherwise modified from time to time in accordance with the terms... | Label: Fees |
af8f2db4-0ab8-4748-92e9-46c561e7dcbd | Clause:
(a) Any and all payments by the Borrower to or for the account of any Lender or the Agent hereunder or under the Notes or any other documents to be delivered hereunder shall be made, in accordance with Section 2.13 or the applicable provisions of such other documents, free and clear of and without deduction for... | Label: Taxes |
d4601af6-3890-4255-8887-afbe695f0238 | Clause:
Regardless of any action the Company or a Subsidiary that employs Participant (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability fo... | Label: Taxes |
43d645cb-059b-4fdc-af13-3e103c1b9d6c | Clause:
This Patent Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Patent Security Agreement in any judicial proceedings, it shall not be nec... | Label: Counterparts |
2557318f-2b37-43fc-a19f-e599dee796ea | Clause:
Each Loan Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the L... | Label: Authority |
11b98ba0-406d-4077-8f88-de5f207757fe | Clause:
This Agreement may be amended, supplemented, restated, modified or otherwise changed only upon the written direction of the Partnership.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Amendments |
bc54fb33-078f-4e96-a883-c3352c673650 | Clause:
There is no claim, action, suit, proceeding or governmental investigation pending or, to the knowledge of the Buyers, threatened against the Buyers, by or before any Governmental Entity or by any third party which challenges the validity of this Agreement or the Buyer Ancillary Documents or which would be reaso... | Label: Litigations |
ec98389d-9cd2-46dc-9fb7-6ac1700acf05 | Clause:
EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR TEXAS STATE COURT SITTING IN HARRIS COUNTY, TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AND EACH OF THE PARTIES HERETO HEREBY IR... | Label: Consent To Jurisdiction |
7411a0a0-269d-4b7e-8152-f4ec130a5d44 | Clause:
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.
Task: Classify this clause into ONE of ... | Label: Governing Laws |
718ec5df-5d5f-4299-8639-cdc3b144f0f2 | Clause:
Except as otherwise permitted by the Plan, the PSU Terms Agreement may not be modified or amended, nor may any provision hereof be waived, in any way except in writing signed by the parties hereto. Notwithstanding any other provision of the PSU Terms Agreement to the contrary, the Committee may amend the PSU T... | Label: Modifications |
6fad2c95-53fb-46f6-9c31-5c3f7f306923 | Clause:
THIS REPURCHASE AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Governing Laws |
526a7109-a402-4a7b-8d55-43f58b91c7eb | Clause:
Any controversy, claim or dispute between the parties relating to the Executive’s employment or termination of employment, whether or not the controversy, claim or dispute arises under this Agreement, shall be resolved by arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures (... | Label: Arbitration |
00af0db9-d4b0-4311-921b-cc6c84155049 | Clause:
BORROWER AND LENDER HEREBY KNOWINGLY VOLUNTARILY, IRREVOCABLY AND INTENTIONALLY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM ARISING OUT OF OR RELATED TO THIS SECOND AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. THI... | Label: Waiver Of Jury Trials |
d231272b-8a32-4597-9180-99caa0b7cee1 | Clause:
SuckerPunch is a corporation duly organized and validly existing in good standing under the laws of the Commonwealth of Virginia, duly qualified to transact business as a foreign entity in such jurisdictions where the nature of the Business makes such qualification necessary, except as to jurisdictions where th... | Label: Organizations |
5ddcb599-4817-4679-9654-6a7e7d54fe35 | Clause:
At any time or from time to time upon the reasonable request of the Administrative Agent, at the expense of the Initial Borrower, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order to effect fully the pur... | Label: Further Assurances |
762cd1da-5aa0-43f6-9253-7c46851b786c | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each ... | Label: Erisa |
268da8e9-81a7-4f87-8b9b-f633597042b9 | Clause:
This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Counterparts |
987e9561-e82b-4369-9270-901f26298cb6 | Clause:
This Agreement, the Note, and the other Loan Documents constitute a contract made under, and shall be construed in accordance with and governed by, the laws of the State of Tennessee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Governing Laws |
8e5a30ed-4ceb-4652-8b93-82c45e957588 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Entire Agreements |
c3a5f250-f309-43a1-bb47-0d9123b934cc | 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 |
2235708e-0930-4038-9f5a-0bc2d21a60cf | Clause:
Borrower and the other Loan Parties, taken as a whole, are, and upon consummation of the transactions contemplated by this Agreement, the other Loan Documents and any other documents, instruments or agreements relating thereto, will be, Solvent.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Solvency |
525eee2c-93e2-48dc-bbe1-b3c5b84809c5 | Clause:
Subject to the terms and conditions of this Agreement, the Seller agrees to sell the Shares of Common Stock for an aggregate purchase price of Twenty Thousand Dollars ($20,000.00) (the “Purchase Price”), Mr. Henry beneficially owns 35,000,000 shares of Common Stock. This is a private transaction between the Sel... | Label: Sales |
02804965-9da1-4b3c-809d-756c3b86ed76 | Clause:
All corporate action on the part of Licensor, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Licensor hereunder has been taken, and this Agreement has been duly executed and delivered by the Licenso... | Label: Authorizations |
a3f6334f-3f90-4f5a-9f43-f4926033b670 | 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 |
20b43e0f-f036-438b-a5e7-6cc1eed5f8ab | Clause:
Subject to the provision for earlier termination set forth in Section 5 hereof, the term of Executive’s employment under this Agreement shall begin on the Effective Date and continue to, and including, the fourth anniversary of the Effective Date (the “ Term ”). At the expiration of the Term, Executive agrees t... | Label: Terms |
d9f0b759-08ed-449f-a42d-8862401c8d6a | Clause:
Each Loan Party is duly and validly organized and existing and in good standing under the laws of its jurisdiction of incorporation or formation. Each Loan Party is authorized to do business and is in good standing in all jurisdictions in which such qualifications or authorizations are necessary except where th... | Label: Organizations |
fe9e03a0-0153-43b6-9384-a552e9d67a5c | Clause:
This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery by one party to another of execution pages of this Assignment by electronic transmission shall be sufficient to bind the ... | Label: Counterparts |
5512ffcb-2495-4290-ab9e-c8225c4321b0 | Clause:
Promptly after any Responsible Officer of the Borrowers obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default, (ii) any default or event of default under the ABL Credit Agreement or any refinancing thereof, any Permitted Pari Passu Notes Document... | Label: Litigations |
158e5969-f13f-44d2-b935-1f141acff4e8 | Clause:
It and each of its applicable subsidiaries, has all requisite corporate or similar power, authority and legal capacity to execute and delivery, as applicable, this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly approved by all requisi... | Label: Authorizations |
7e643166-a5df-4f0e-9b56-d9c23a6df461 | Clause:
This Agreement and all rights hereunder shall be governed by the laws of the State of North Carolina, except to the extent preempted by the laws of the United States of America.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Applicable Laws |
6a72a52e-a322-403c-bbd3-2117834075ef | Clause:
Employee’s employment from the Company terminated on ________________ (the “Termination Date”).
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, Authorizat... | Label: Terminations |
72c7c984-2fc1-4c3b-bed0-0ab614b3f453 | Clause:
Neither party shall be deemed to have waived any of its rights or remedies hereunder unless such waiver is (i) in writing, and (ii) signed by such party, and then only to the extent specifically recited. No failure to exercise and no delay or omission in exercising any right, remedy or recourse on the right of ... | Label: Waivers |
584aa1ee-4eb2-48f7-9b6a-39490a50bf73 | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Borrower, threatened against or affecting the Company or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that... | Label: Litigations |
5777b554-f4cb-4cc5-86a8-e1cc16e8ec41 | Clause:
The Offering is intended to be consummated in multiple Closings for aggregate Subscription Amounts of up to $400,000. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase Notes as determined pursuant to Section 2.2(a), in the amounts and... | Label: Closings |
7b6a068d-bf01-43fd-a5e3-616fc249be3d | Clause:
Each Loan Party shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend cre... | Label: Use Of Proceeds |
52fd90ba-dd36-4fbb-a2f1-ccc2fe808632 | Clause:
This Agreement and the security interest in the Collateral evidenced by this Agreement shall terminate automatically and be of no further force or effect upon the distribution of all Escrowed Property in accordance with Section 3 hereof; provided , however , that the obligations of the Issuers under Section 2(c... | Label: Terminations |
b2ec2a7b-1a9e-40e1-b0b2-cbad3d127505 | Clause:
The Employee will be eligible for indemnification to the fullest extent authorized under the Company’s Articles of Incorporation and By-Laws (as applicable) and will be eligible for coverage under the Company’s Director’s & Officer’s liability insurance policy as approved by the Board, subject to the terms and ... | Label: Indemnifications |
26f55f20-e3c0-45b8-9c81-bae603fa87e0 | Clause:
The Member understands and acknowledges that ARMEAU may refuse to transfer the ARMEAU Shares, unless the Member complies with Section 3.7 and any other restrictions on transferability set forth herein. The Member consents to ARMEAU making a notation on its records or giving instructions to any transfer agent of... | Label: Consents |
002da794-5ce5-432f-b4a1-19eee8e7d89c | Clause:
Except as otherwise explicitly specified to the contrary, (a) references to a section, exhibit, Appendix or Schedule means a Section of, or Schedule or exhibit or Appendix to this Agreement, unless another agreement is specified, (b) the word “including” (in its various forms) means “including without limitatio... | Label: Interpretations |
2ae21932-8166-4bf3-b37a-348a9c77f43f | Clause:
The provisions of this Nonqualified Plan II shall be interpreted and enforced in accordance with the laws of the State of Minnesota, except to the extent preempted by federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Governing Laws |
1ae415c5-a80b-4b8d-9bf2-54adea9d7e1b | Clause:
Upon a Change in Control, all amounts deemed to be invested in the Post Holdings, Inc. Common Stock Fund shall be immediately converted to a Fund that is a money market fund.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Change In Control |
87e1e96c-0772-4a7a-9d65-7e456a921239 | Clause:
No failure on the part of Buyer to exercise, or delay in exercising, any right or remedy under the Repurchase Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy thereunder preclude any further exercise thereof or the exercise of any other right. The righ... | Label: Amendments |
11073c74-0226-4f24-9fb0-b27f3d98e7ad | Clause:
Each of the Partnership, MCRLP, MCTP and RRH has the full power and authority to execute and deliver, and perform its obligations under, the Transaction Documents to which it is a party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Authority |
69d4a5e2-0f8b-48cb-93f1-57168883904b | Clause:
Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for such Participant or to either party at such other address as either pa... | Label: Notices |
950c1d0c-6ef7-4a34-86e4-8b2815470ee7 | Clause:
Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, Part (a) of Schedule 3.13 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by the Borr... | Label: Subsidiaries |
ae1078bc-ba2f-42df-8b7d-c191a29c9c8e | Clause:
Each of the Lenders and the L/C Issuers hereby irrevocably appoints DBNY to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Age... | Label: Authority |
deebd139-4720-481b-bd15-99380a9dc169 | Clause:
(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Miscellaneous |
44de78ec-1a8d-454b-8fb2-8ae7cf1188a4 | Clause:
No failure by any Guaranteed Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Guarantor Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder prec... | Label: No Waivers |
3fa4d3c7-5210-4850-8b1e-ea880bb80309 | Clause:
No failure on the part of the Collateral Agent or any Guaranteed Creditor to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, privilege or remedy or any abandonment or discontinuance of steps to enforce such right, power, privilege or remedy under this Agreement o... | Label: Waivers |
4b8276cd-5550-48a0-80ea-7022452ac35e | Clause:
Except as to matters preempted by ERISA or other laws of the United States of America, this Agreement shall be interpreted solely pursuant to the laws of the State of New York, exclusive of its conflicts of laws principles. Each of the Parties hereto irrevocably submits to the exclusive jurisdiction of New Yor... | Label: Applicable Laws |
6bac9742-b5d5-4b42-bb88-78ec92fb4a28 | Clause:
This Note embodies the entire agreement and understanding between the Company and the Lender and supersedes all prior agreements and understandings relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Integration |
15f4fbc4-8b5b-4538-b729-31a54c311f05 | Clause:
This Note may be terminated and all amounts due hereunder, including Principal and any accrued interest, deemed paid in full (a) upon full payment of the principal and interest due hereunder, or (b) by a written agreement signed by the Parties.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Terminations |
04ebf329-b285-4c5f-8dac-f9f82bbfef24 | Clause:
Without limiting, and in addition to, the provisions of Section 10.02 , the Seller agrees to indemnify the Buyer and to hold the Buyer harmless from any loss or expense that the Buyer may sustain or incur as a consequence of (i) a default by the Seller in payment when due of the Repurchase Price or Price Diffe... | Label: Indemnity |
aaeccf8f-d1b4-47e5-8416-231c77749f56 | Clause:
This Amendment No. 25 will be governed by the laws of the state of Washington exclusive of Washington’s conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Governing Laws |
644584a0-ca63-4180-a451-c6217b940f6a | Clause:
The execution and delivery of this Agreement and the other Loan Documents by Borrower and the performance of its Obligations hereunder and thereunder will not conflict with any material provision of any law or regulation to which Borrower is subject, or conflict with, result in a material breach of, or constitu... | Label: No Conflicts |
deedf441-f9e8-41d9-9d43-429266efa71f | Clause:
Debtor shall execute any further instruments and take further action as Flex reasonably requests to perfect or continue Flex’s Lien in the Collateral or to effect the purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Further Assurances |
100cb103-ebb4-4339-9cb0-140a9a9c4d7a | Clause:
This First Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same First Amendment. Delivery of an execu... | Label: Counterparts |
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