id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f7adbd4b-e0e1-42ba-b073-9891b90d8e83 | Clause:
The Company and the Consultant shall have the right to demand specific performance of the terms, and each of them, of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Specific Performance |
0fbb171a-34e0-4942-bb25-5e6678bf4821 | Clause:
Borrower hereby agrees that it shall use (a) the proceeds of the Senior Loan solely to pay and discharge any existing loans relating to the Property and to fund Reserve Accounts and pay other costs on the Closing Date, each as approved by Agent in its reasonable discretion and to retain the balance, if any, for... | Label: Use Of Proceeds |
daee25cc-43d4-470f-9564-ca250bf3ba2b | Clause:
The obligation of confidentiality under this Section 15 shall survive the termination of this Agreement for a period of two (2) years.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Survival |
28795221-c516-4560-a501-130f15b5a459 | Clause:
This Agreement is made under, and shall be governed, construed and interpreted by, and in accordance with, the laws of the State of Delaware. The Parties hereto agree that any litigation concerning the subject matter of this Agreement shall be exclusively litigated in applicable Delaware federal or state courts... | Label: Governing Laws |
e32c2d44-ed57-41c7-b502-0bf69fa4ff51 | Clause:
The Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Erisa |
7dbd5079-cde4-4b69-8955-19628c090105 | Clause:
Except as otherwise expressly provided herein, this Agreement contains the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof,... | Label: Entire Agreements |
bddd9562-829f-4036-b80c-670ddc40638d | Clause:
This Agreement is subject to amendment only by a writing that makes reference to this Agreement and is signed by all parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Amendments |
0cd78fc0-76cf-463c-8efa-1d0488d9fc5f | Clause:
The term of Executive's employment with the Company commenced on or about October 1, 2014 and shall end on that date on which such employment shall be terminated under the provisions of Section 8 hereof. Such term, regardless of the length thereof, shall be referred to herein as the " Employment Term ".
Task: ... | Label: Terms |
30115ccb-8f09-480a-9bfb-8ba124ef503d | Clause:
All payments made by either Guarantor under this Guaranty shall be made free and clear of, and without deduction or withholding for, or on account of, any Taxes. If any such Taxes are required to be withheld from any amounts payable to any Beneficiary hereunder, the amounts so payable to such Beneficiary shall ... | Label: Taxes |
faea2355-6a93-4812-9489-ecc57c5ca8a7 | Clause:
Seller and Purchaser shall use commercially reasonable efforts to cooperate with the Party contesting the Taxes (at no cost or expense to the Party not contesting the Taxes other than any de minimis cost or expense or any cost or expense which the requesting Party agrees in writing to reimburse) and to execute ... | Label: Cooperation |
d714d871-b09e-4bfa-8815-75c63ff54cab | Clause:
This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors, and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Binding Effects |
170a08db-d532-4648-82d4-a55f6aecbac0 | Clause:
Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other parties, or whenever any of the parties desires to give or serve upon any other part... | Label: Notices |
9cda9d83-3921-4f5b-9227-70c0a70740cd | Clause:
The Members are aware of the income tax consequences of the allocations made by this Article and hereby agree to be bound by the provisions of this Article in reporting their respective Percentage Interest of Profits and Losses for income tax purposes.
Task: Classify this clause into ONE of these types (exactl... | Label: Binding Effects |
a171c01d-c9ea-477b-9169-f05e89381779 | Clause:
If any provision of this Letter Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability ... | Label: Severability |
d939abfb-1fa3-4cd8-afe3-1c0ed9ae1b41 | Clause:
The Company will make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company will not be obligated to issue any restricted or nonrestricted Common Shares or other securities pursuant to this Agreem... | Label: Compliance With Laws |
008790be-ee5f-4da6-8f2c-23cda7f982b9 | Clause:
Grantor shall maintain or cause to be maintained, insurance with respect to the Trust Estate in accordance the Credit Agreement , provided, however, that Grantor shall not be required to obtain hazard insurance coverage against risks to improvements in an amount exceeding the replacement value of the improvemen... | Label: Insurances |
a3189554-f0f8-45b0-b899-c600a7f89833 | Clause:
As of the Effective Date, your base salary will be $16,153.85 per bi-weekly pay period (equivalent to $420,000 per annum). The Company will, in good faith, review your performance and salary on an annual basis, and will consider appropriate increases in your salary, but will not decrease your salary, based on y... | Label: Base Salary |
fd2935f7-227f-4207-9fc8-256842663df3 | Clause:
During the Term of this Agreement, the Employee shall be entitled to participate in or benefit from, in accordance with the eligibility and other provisions thereof, the Company’s medical insurance and other fringe benefit plans or policies as the Company may make available to, or have in effect for, its senior... | Label: Benefits |
765c25a5-f885-4b50-bda6-9c9f4e2aee88 | Clause:
The provisions in the Plan regarding Change in Control shall apply to the Performance Shares.
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, Authorizatio... | Label: Change In Control |
2212a852-735c-4e66-9922-57130b47b836 | Clause:
The Company and its Subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiary are engaged. Neither the Company nor its Sub... | Label: Insurances |
be6dc006-dbb8-47c9-8c95-78db290a7bc8 | Clause:
The Company has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the ... | Label: Disclosures |
7d36bf28-3a5b-4afd-8dba-93deb8ee92d3 | Clause:
Except as otherwise described in the Prospectus, each of the Company and its subsidiaries are insured by insurers of recognized financial responsibility with policies in such amounts and with such deductibles and covering such risks as are generally deemed prudent and customary for their respective businesses a... | Label: Insurances |
951d128b-dfbd-4952-9dcd-da84983857e1 | Clause:
The representations, warranties, agreements and covenants in this Agreement shall survive 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, Aut... | Label: Survival |
ba4d95a2-553d-4742-b004-844aea1294fa | 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 instrument. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) f... | Label: Counterparts |
753bd879-dd69-4028-b31d-6eac63fd27e7 | Clause:
This Award Agreement (including Exhibit 1 hereto), the Plan, the TBA and, to the extent applicable, any written employment agreement between the Participant and the Company, constitute the entire agreement between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, ... | Label: Entire Agreements |
4accdce1-2fd4-4e73-9d03-06c31194be40 | Clause:
The parties to each assignment (which, for the avoidance of doubt shall exclude the Company in its capacity of granting consent to an assignment pursuant to this Section 10.06) shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in t... | Label: Assignments |
de2c540f-efd9-401b-96f7-16d1f0bd73fc | Clause:
The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs, exhibits and schedules will, unless otherwise provided, refer to sections and paragraphs hereof and ... | Label: Headings |
1a3e3a22-b2e7-4653-bc1d-55bcc7f98ad1 | Clause:
The Borrower and each of its Subsidiaries is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, Environmental Laws) relating to it except for noncompliances which, and Governmental Approvals the failure to possess which... | Label: Compliance With Laws |
66d21d3b-d662-42f0-bf67-774c53ff1245 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing... | Label: Participations |
57cb810a-0e86-48a0-a0ed-50b7f898c49a | Clause:
As of the Restatement Effective Date, (a) Schedule 5.15 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 any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, right... | Label: Subsidiaries |
a67c3252-5456-409e-8f04-76d9d99ba8aa | Clause:
This Agreement and any rights hereunder will not be assignable by either party without the prior written consent of the other party except as otherwise specifically provided for herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Assignments |
7affa609-c46f-4834-b0ed-ebc1e46bb88c | Clause:
Executive will be provided four (4) weeks’ paid vacation in each calendar year, to be accrued at a prorata monthly rate, and additional paid holidays and similar rights and privileges as are enjoyed generally by Company’s senior management executives. Vacation shall be subject to the Company’s policy and vacati... | Label: Vacations |
4743493e-052e-4b31-8367-8f71d6ec9743 | Clause:
Notwithstanding anything contained herein, your right to receive the payments and benefits set forth in this Section 6 is conditioned on and subject to (i) your execution within twenty-one (21) days (or, to the extent required by applicable law, forty-five (45) days) following the Termination Date and non-revoc... | Label: Releases |
7cfb9d3c-5f42-40a1-b239-a0e77a23fb07 | Clause:
The Committee at any time, and from time to time, may amend the terms of the Option; provided, however, that the rights under any Option shall not be materially impaired by any such amendment unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.
Task: Class... | Label: Amendments |
03e82db2-9dc1-48cf-a27a-a0f485bc51e6 | Clause:
Borrowers shall provide to Lender, on or before the 20 th day of each month, (a) a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account's Account Debtor name and address, amount, and such other information as Lender may reasonably request, including without l... | Label: Records |
8937c6a5-f08f-4557-8c3b-28138a7f1e9a | Clause:
It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party, that such breach would represent irreparable harm, and that each non-breaching Party shall be entitled to specific performance of the terms hereof and injunctive or other ... | Label: Specific Performance |
795346fb-93ba-4d08-b2ff-d726e16e9efe | Clause:
Section 1 of this Amendment shall become effective on the date that the conditions in Section 5.01 and 5.02 of the Amended Credit Agreement are satisfied (the “ Amendment No. 3 Effective Date ”) at which time the Credit Agreement in effect prior to date hereof shall be replaced in its entirety by the Credit Agr... | Label: Effectiveness |
862a3d5b-39ee-4185-8a19-d09f3fdd61c7 | Clause:
Each of the Parent, the Borrower and the Borrower’s Subsidiaries has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by the Parent, the Borrower, and the Borrower’s Subsidiaries of the ... | Label: Authorizations |
ed5a33f6-f83b-4d0d-ab14-eb1024b9cbfd | Clause:
If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash at the “ Mandatory Default Amount ”. The Mandatory Default Amount means 140% of the outstanding Prin... | Label: Remedies |
6e850594-a34c-402b-b186-f16443639dd4 | Clause:
This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of D... | Label: Governing Laws |
d7fcfbec-5ab9-4936-8686-017ae715e6d0 | Clause:
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. Counterparts may be delivered via facsimile transmissio... | Label: Counterparts |
baa8f781-8813-4bc5-9b9b-b5005882b772 | Clause:
This Agreement, including the Exhibits hereto, together with all Award Letters entered into in connection herewith constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior negotiations, discussions, agreements and understandings, whether o... | Label: Entire Agreements |
1716c81b-9b81-4dbf-8b55-fa61a2309c35 | Clause:
The Company shall not be required to issue or deliver any Shares pursuant to this Agreement pending compliance with all applicable Laws (including any registration requirements or tax withholding requirements) and compliance with the Laws and practices of any stock exchange upon which the Shares are listed. If ... | Label: Compliance With Laws |
97092e5a-b0b8-4a68-8b63-8794bd6f0722 | Clause:
This Agreement shall not become effective or enforceable until the eighth day after Employee signs this Agreement. In other words, Employee may revoke Employee’s acceptance of this Agreement within seven (7) days after the date Employee signs it. Employee’s revocation must be in writing and received by the Comp... | Label: Effective Dates |
b676b13a-231d-48e8-a067-9cc563ec48ff | Clause:
The Company shall file a Current Report on Form 8-K (if required by the Exchange Act), including the Transaction Documents as exhibits thereto, with the Commission by 9:00 a.m. on the next Business Day after the date of this Agreement. From and after the issuance of such 8-K, the Company represents to the Purch... | Label: Publicity |
e96fb228-0af6-4b12-98ef-15ed413cd420 | Clause:
Unless terminated earlier by one of the parties in accordance with Section 8.2, this Agreement shall become effective as of the Effective Date and shall continue until December 31, 2025 (the “ Initial Term ”), and thereafter, this Agreement shall automatically renew for successive terms of two (2) Years (each, ... | Label: Terms |
0e4f43e0-a089-4f60-9285-c8a3d16d6d89 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.
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, Aut... | Label: Governing Laws |
40d47111-d4e7-47f3-b855-e7f65e0b4f6a | Clause:
Each of the Borrower's Subsidiaries, if any, is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and has all corporate or other organizational powers and all material governmental licenses, authorizations, consents and approvals require... | Label: Subsidiaries |
86805fe3-3e88-4966-a76d-2df6326e16aa | 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 June 19, 2017; prov... | Label: Terminations |
f896cd47-5fac-4a84-b977-10c74f9d77da | Clause:
This Agreement, together with the Grant Notice and the Plan, and the other exhibits attached thereto or hereto, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of ... | Label: Entire Agreements |
d3c68a1e-96a4-4382-b6b1-79bae9bc661c | Clause:
Each of the Administrative Agent, the Security Agent and the Lenders agrees to maintain the confidentiality of any information provided to it by the Borrower, the Guarantor or any Subsidiary of the Guarantor, except that such information may be disclosed (i) to any Related Party of the Administrative Agent, the... | Label: Confidentiality |
b46efeca-9bf3-4214-aefc-40c172dbdfff | Clause:
The Term of this Agreement shall expire Two Years from the date on which the Company’s S-1 Registration Statement becomes effective.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Terms |
b3270e41-221d-418d-b260-d127d3af5e78 | Clause:
Each Credit Party has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by e... | Label: Authority |
ac10e764-5579-4c34-8f6e-ce20b964362f | Clause:
This Agreement, the Ancillary Agreements and the documents, instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto, including all exhi bits and schedules hereto and thereto, constitute the entire agreement of the Parties hereto with respect to the sub... | Label: Entire Agreements |
262b1ef7-7373-40b7-8c0f-e7e2e557eb3f | Clause:
This Copyright Security Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Governing Laws |
e9ba1537-eb03-4917-b4a3-0b34ccad2f2b | Clause:
(a) The authorized capital stock of the Company consists of 1,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.0001 per share (“ Company Preferred Stock ”), of which 250,000 shares of Series A Preferred Stock, par value $0.0001 per share will be authorized as of the date... | Label: Capitalization |
fa4a9906-190b-4c2d-842d-0638f1bf9fa1 | Clause:
From time to time and without additional consideration, each party hereto shall take such further actions, as another party hereto may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Further Assurances |
9df1303e-2d36-4257-a680-5b4ee42f579f | Clause:
The interpretation and construction of this Agreement shall be governed by the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Task: Classify thi... | Label: Governing Laws |
5b28f8e8-3771-4df5-896c-d28f8fa5e435 | Clause:
The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other Documents to which it is a party and the consummation of the transactions contemplated here... | Label: Compliance With Laws |
6ef00def-5ddb-4323-90b7-5928fa431e32 | Clause:
The Parties anticipate that after the Separation Date no further services will be performed for Employer by Employee but agree that certain matters in which the Employee has been involved during the Employee’s employment may need the Employee’s cooperation with the Employer in the future. Accordingly, for a per... | Label: Cooperation |
b3a9c3fe-93c0-495a-bc3c-b058545ff37d | Clause:
In the event the S-1 is withdrawn for any reason, this Agreement shall automatically terminate and become null and void without any further action by the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Terminations |
a596d92d-cf8a-47cd-949a-0570c6f7c492 | Clause:
Seller has engaged Seller’s Broker to act as Seller’s representative in this transaction, and Seller has sole responsibility for the payment of any amounts due to Seller’s Broker as a result of this transaction, pursuant to a separate written agreement. Buyer has engaged Buyer’s Broker as Buyer’s representative... | Label: Brokers |
13fda89b-fe70-4910-a446-8b2054302ed1 | Clause:
This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Signatures provided by facsimile transmission shall be deemed to be original signatures.
Task: Classify this clause into ONE of these types (ex... | Label: Counterparts |
2f1f5dae-bb99-48e4-98f0-c61a1d2aaace | Clause:
Company hereby employs Executive to serve in the capacities described herein and Executive hereby accepts such employment and agrees to perform the services described herein upon the terms and conditions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Employment |
808160a4-8794-4c6c-bcde-eb385a6cb197 | Clause:
The Lender shall have received counterparts of this Amendment executed on behalf of the Borrowers, the Guarantor, and the Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Counterparts |
5d49ebba-3618-4646-8d5a-53db2f1ebf4e | Clause:
Each Party represents and warrants to the other Party that the execution and delivery of this Agreement and the p erformance of such Party’s obligations hereunder (a) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable Laws and (b) do not and shall not conf... | Label: No Conflicts |
fa8973d4-036a-41a2-a8cf-e16450197715 | Clause:
The Agreement, including any Exhibits or Attachments to the Agreement, and this Third Amendment constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, oral or written, between the Parties concerning the subject matter hereof. No modi... | Label: Entire Agreements |
46b1af37-8b93-44c0-84f5-33d7568a4f41 | 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 instrument. In the event that any signature to this Agreement or any amendment hereto is delivered by e-mail delivery of a “.pdf” format data file, ... | Label: Counterparts |
c729dbba-ab50-4dbc-902d-08e37c77f943 | Clause:
This Agreement may not be subcontracted to, transferred, or assigned by either party hereto to any third party without the written consent of the other party hereto, which consent may be withheld in the party’s sole discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Assignments |
b048eb06-9778-4511-9aac-51a657b68c09 | Clause:
On or prior to the First Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) and for which no waiver is applicable, the Company shall cause to be furnished to Leerink (i) the written ... | Label: Intellectual Property |
5e4a85be-9065-4ee3-aa5e-70bb1039105d | Clause:
The Company agrees to deliver to the Investor any amendments to the Shareholders Agreement, the IAA (as defined in the Bye-Laws), the Cooperation Agreement (as defined in the Investor Memorandum Supplement), the Shared Services Agreement (as defined in the Investor Memorandum Supplement) and the organizational ... | Label: Amendments |
db152b37-5301-46e3-b786-ec536f477a10 | Clause:
This Agreement is the entire agreement and understanding between the Parties on the subject matter covered herein. The Parties further agree that this Agreement may not be altered except in a writing duly executed by all of the Parties. The laws of the State of Texas shall govern this Agreement, excepting its p... | Label: Entire Agreements |
b32b7ad1-1068-4b76-9059-5762ea5da67d | Clause:
This Agreement has been (or upon delivery will have been) duly executed by Linn and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Linn enforceable against Linn in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly on... | Label: Enforcements |
ba2a255b-05d1-4baa-861d-420a17156093 | Clause:
The Company shall: (a) by 9:00 a.m. (New York City time) on the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby; and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time requir... | Label: Publicity |
59015f93-5405-498a-8a59-fd4d4d54b633 | Clause:
The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Lender, the ... | Label: Submission To Jurisdiction |
bdd795aa-acf2-431c-a0ea-05440852f048 | Clause:
No Defaulting Lender shall be entitled to receive any fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
Task: Classify this clause into ONE of these... | Label: Fees |
fd821e2d-f2d4-43a0-a770-38f8e8aa9ebc | Clause:
The Lenders agree to indemnify each Agent and the Revolving Facility Lenders agree to indemnify each Issuing Bank in its capacity as such (to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), in the amount of its pro rata share (base... | Label: Indemnifications |
9248487f-936e-44e3-98ce-a84ab61ea958 | Clause:
All questions concerning the construction, validity and interpretation of this Agreement shall be governed by the internal law, and not the law of conflicts, of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Governing Laws |
3c16a450-aed2-41c3-acc2-ed19d6692179 | Clause:
Except as otherwise provided in this Section 2 , [ ] of the Restricted Stock Units sha ll vest on [ ] , subject to the Participant’s co ntinued Service through the applicable vesting date .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: General |
dea27371-66fb-4587-903d-a7e114e39831 | Clause:
Interest and principal hereunder shall be due and payable on the first calendar day of each quarter during the term hereof as provided in Schedule . Borrower authorize DPW, at its option, to charge such interest, all DPW Expenses, and all Periodic Payments against the Non-Revolving Line, in which case those amo... | Label: Payments |
c38dc1fb-8052-4cc4-a3bf-dbb594e1861d | Clause:
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment or waiver is in writing and signed by the Company, Brookfield (or if Brookfield is no longer a... | Label: Amendments |
a2d03e01-be57-49f6-9907-ca2ee3016a38 | Clause:
This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the latest date of expiration or termination of all Letters of Credit (without any... | Label: Assignments |
06989fa8-8aac-4933-b4ed-f54826f5520c | Clause:
This Agreement may be executed in any number of counterparts, and by the parties hereto in separate counterparts each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exac... | Label: Counterparts |
8e114e0c-4676-4be4-854b-8066f08c4623 | Clause:
Consultant represents and warrants to the Company that Consultant shall comply with all applicable provisions of law and other rules and regulations of any and all governmental authorities, including those relating to licensure or certification and the regulation of the provision of Consulting Services by Consu... | Label: Representations |
bfd039d7-489d-4381-b074-bf86b6b0fe01 | Clause:
This Agreement shall be binding upon Employee and Employee’s heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of Company Releasees and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns. This Agreement is... | Label: Governing Laws |
30ecb81a-1778-4f8c-8339-8109e76568ec | Clause:
Neither Borrower nor any of its Subsidiaries shall: (a) execute a negative pledge agreement with any Person covering any of its Property, or (b) cause or permit or agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), its Property (including, without limitation, t... | Label: Liens |
5b7e1c2b-2c80-4d88-a55c-f6e569402a81 | Clause:
Each Lessee shall comply with all applicable Laws, regulations and standards of all jurisdictions applicable to each party’s performance under this Agreement (including, without limitation, consumer protection requirements, the U.S. Foreign Corrupt Practices Act and international anti-money laundering laws appl... | Label: Compliance With Laws |
e884169a-6c96-4b0d-ab34-134ff30c8e8c | Clause:
The Requisite Lenders may direct the Agents to, and both of the Agents if so directed shall, exercise any and all of their rights under any Applicable Law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Applicable Laws |
079848db-00b1-40cf-b52d-332c925d2b37 | Clause:
As used in this Agreement, (a) the terms defined in this Agreement will have the meanings so specified, and (b) capitalized terms not defined in this Agreement will have the meanings ascribed to those terms on Exhibit A to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Definitions |
7eec79cb-9500-40bc-966f-ec5a0f03d398 | Clause:
Unless otherwise expressly provided for in this Agreement, the representations, warranties, indemnification obligations and covenants of the parties set forth in this Agreement shall survive consummation of the transaction contemplated by this Agreement and the delivery and recordation of the Deed for a period ... | Label: Survival |
9143b41e-b660-4424-bd0d-8e4de90a6424 | Clause:
Each of the parties hereto hereby agrees that the information obtained in any investigation pursuant to Section 5.4 or any information obtained pursuant to the notice requirements of Section 5.5 , or otherwise pursuant to the negotiation and execution of this Agreement, the Company Related Agreements or the eff... | Label: Confidentiality |
827d68b2-61c6-4872-8a94-ba1d67cd9b9a | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF OHIO APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE COLLATERAL AGENT AND EACH CREDITOR SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
Task: Classify this clause in... | Label: Governing Laws |
b4472348-08a5-4e1a-9dd7-675bab51305d | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.
Task: Classify this clause into ONE of these typ... | Label: Governing Laws |
cb782972-c24c-4999-a90f-9851e74fa230 | Clause:
Borrower have received any governmental and material third party consents and approvals required in connection with the Transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Approvals |
b8d4084b-4c9b-4f7b-86d5-b215c7df37b3 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the Warrants and reservation for issuance and issuance of the Conversion Share... | Label: No Conflicts |
b0917e69-c1a8-4ab4-bf0e-3105ee22cde6 | Clause:
The failure or delay of the Collateral Agent to insist in any instances upon the performance of any of the terms, covenants or conditions of this Agreement or other Financing Documents, or to exercise any right, remedy or privilege herein or therein conferred, shall not impair or be construed as thereafter waiv... | Label: Waivers |
e8332ccf-3c1a-4d2f-a202-0c49e590322e | Clause:
Jagged Peak Energy Inc. (the “ Company ”) has adopted this Executive Severance Plan (this “ Plan ”) to provide for the payment of severance or change in control benefits to Eligible Individuals (as defined below). The Plan was approved by the Board of Directors of the Company (the “ Board ”) to be effective as ... | Label: Effective Dates |
f61cd9e4-212f-4199-b374-ef23614a4548 | Clause:
Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s right, title, interest in, and delegates to Assignee all of Assignor’s duties, undertakings, agreements, obligations and covenants under, the Agreement, and Assignee hereby accepts such assignment, transfer and conveyance of the Agreem... | Label: Assignments |
0152bce4-0d3a-45d6-8a09-ed21e7c71d2f | Clause:
Each of the parties hereto represents to the other that (i) it has the corporate power and authority to execute, deliver and perform this Agreement, (ii) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action and no such further action is requi... | Label: Authority |
9365b308-2576-45a6-9232-4c65c659bb69 | Clause:
Each notice relating to this Agreement shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to its principal office in Eagle, Idaho, Attention: Compensation. Each notice to the Optionee or any other person or persons entitled to exercise the Option shall b... | Label: Notices |
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