id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ebf0f2bf-4906-4fed-bd62-7effb8e2dc55 | Clause:
Subject to Section 14(a), the Manager may assign the agreement in its entirety or delegate certain of its duties under the Agreement to any of its Affiliates without the approval of the Independent Directors; provided that any such assignment or delegation does not require the approval of the Independent Direct... | Label: Assignments |
6ca8169a-ec5b-42d5-9b23-3bd7645af2e4 | Clause:
The amended and restated Plan shall be effective as of the 2017 Amendment Effective 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, Authorizations, ... | Label: Effective Dates |
55786e12-ee42-47a0-841c-d9ff1aa3c2bc | Clause:
Such Seller’s execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the sale of such Seller’s Asset, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any... | Label: No Conflicts |
2c6cac23-bafa-4126-bb33-873c8bd5cafe | Clause:
All of the obligations of the Borrowers under this Section 3 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and repayment of all other Obligations hereunder.
Task: Classify th... | Label: Survival |
0d4393e4-2867-4db3-9787-c38972fbb578 | Clause:
This Agreement together with all Schedules constitutes the entire agreement between the Parties with regard to the subject matter hereof and supersedes any and all agreements, whether oral or written, between the Parties with respect to its subject matter. No amendment or modification to this Agreement will be ... | Label: Miscellaneous |
81c70f9c-00a7-4a12-9035-12d7b71bcbb0 | Clause:
The term of this Sublease (the “ Term ”) shall commence on the date Sublessor receives the written consent of the Master Landlord to this Sublease (“ Commencement Date ”) and shall expire on August 30, 2034, i.e., one (1) day prior to the expiration of the Master Lease. The renewal or extension of the Master Le... | Label: Terms |
9b59a49f-f2b6-4a13-aeeb-377b71cfb053 | Clause:
Each party’s obligations under this Section 2.12 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
... | Label: Survival |
23c5abdd-be3c-4451-a2c6-a321cbf9c88a | Clause:
Each Credit Party agrees to, to the extent required by the Loan Documents, make, execute and deliver all such additional and further acts, things, deeds, instruments and documents as the Administrative Agent may reasonably require for the purposes of implementing or effectuating the provisions of this Amendment... | Label: Further Assurances |
2e4216d4-553f-42d4-9c36-1b228cfd81eb | Clause:
The Company shall cooperate with the Purchaser, at Company’s expense, in perfecting the Purchaser’s security interest in any of the Article 9 Collateral.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Cooperation |
f3071b5a-9568-475b-b569-78d4a9ff5f54 | 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 Notes and the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or viol... | Label: No Conflicts |
e93bf36b-41e4-43a7-bb62-da2fdcadec83 | Clause:
This Agreement shall become effective when it shall have been executed by the Borrower and Holdings and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon ... | Label: Binding Effects |
790d7646-230f-4296-8148-0ae0ebdfa3b2 | Clause:
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by Company without the written consent of MassRoots, which shall not be unreasonably withheld, conditione... | Label: Assignments |
7cb3d5c6-a76e-4176-93d8-774bae4fa302 | Clause:
The Company and the Holder hereby acknowledge and agree that this Forbearance Agreement constitutes a "New Exchange Document" under the 2017 Note. Accordingly, it shall be an Event of Default under the 2017 Note if (a) any representation or warranty made by the Company under or in connection with this Forbeara... | Label: Enforcements |
75e010db-b05c-4f8c-9c56-3375b77f854a | Clause:
Borrower agrees to promptly take such action, upon the request of Lender, as is reasonably necessary to carry out the intent of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Further Assurances |
6767ccfc-ea18-471c-b8aa-eeb8c2d97f30 | Clause:
The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information regarding the Company or any of its Subsidiaries, other than the ... | Label: Disclosures |
3ae7ffc4-cb47-4389-9866-df0b088da5ef | Clause:
Borrowers shall use the proceeds of Revolving Loans solely for (a) transaction fees incurred in connection with the Financing Documents and the refinancing on the Closing Date of Debt, and (b) for working capital needs of Borrowers and their Subsidiaries. No portion of the proceeds of the Loans will be used for... | Label: Use Of Proceeds |
e3388949-0120-436f-9ee7-a88a4dd44b37 | 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 applicable Issuing Bank or the Lenders such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participa... | Label: Participations |
6d962e99-929f-4529-af28-ad735c1412fa | Clause:
Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document (i... | Label: Survival |
00cfba71-d4f8-46d0-abdf-897d44fb08b6 | Clause:
The term of this Agreement (“ Term ”) shall commence on the date hereof and continue until terminated (x) by Flextronics for convenience, upon 30 days’ prior written notice to Enphase, (y) by Enphase on or after twenty-four months from the date hereof upon prior written notice to Flextronics, provided however, ... | Label: Terms |
4f8cebc7-b8bf-432f-a10d-f593cbd2a51a | Clause:
During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and a... | Label: Financial Statements |
cb0d3c38-e7d8-4cb2-8281-cee1e49ceef2 | Clause:
The Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to any choice of law rules thereof which might apply the laws of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Governing Laws |
5026dacb-0dea-4baa-9fec-c01cf5c2df9d | Clause:
This Agreement is effective as of the Effective Date and shall expire on the earlier of (a) six months following the termination of Executive’s employment with the Company or (b) the first anniversary of a Change in Control, subject to the survival of certain provisions as provided in Paragraph 9(i) . The Agree... | Label: Terms |
8ae43fec-5ff5-43f5-8e16-e70b21196a13 | Clause:
This Agreement, including the exhibits and schedules hereto, constitutes the entire agreement of the Parties, and supersedes all other prior negotiations (whether written, verbal or otherwise), with respect to the subject matter hereof and thereof, except that the Parties acknowledge that any confidentiality ag... | Label: Entire Agreements |
b693ed8a-1835-4706-9a78-49e990c134cf | Clause:
On or before the Delivery Date, the Company may require Holder (or Holder’s Beneficiary) to pay to the Company an amount the Company deems necessary to satisfy its (or an Affiliate’s) obligation to withhold federal, state, local, and foreign income or other taxes that Holder incurs as a result of the settlement... | Label: Withholdings |
4f7a182c-b27a-4db1-a566-188ad5da06d9 | Clause:
The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock pu... | Label: Capitalization |
306c3789-54f2-411d-a603-f6cb021a6dda | Clause:
Each of the Parties acknowledges and agrees that the other Parties would be irreparably damaged in the event that any of the provisions of this Trust Agreement were not performed or complied with in accordance with their specific terms or were otherwise breached, violated or unfulfilled. Accordingly, each of th... | Label: Specific Performance |
98b5b3e7-316d-4e79-be87-bde4ec9b2629 | Clause:
The aggregate number of shares of Stock offered under the Plan, the share limit described in Section 7(c) and the price of shares that any Participant has elected to purchase will be adjusted proportionately by the Committee for any increase or decrease in the number of outstanding shares of Stock resulting fro... | Label: Adjustments |
10b2aef2-7448-43f9-90ae-8939a1bdc58b | Clause:
Any payments not made when due will bear interest at the lower of (a) the *** or (b) the maximum rate permitted by law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Interests |
6898852d-d4e2-4064-8f14-b242af844daa | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale... | Label: Integration |
5d9e91d7-a168-48bc-acc4-acc8d78a8bf2 | Clause:
This Agreement and the Plan constitute the entire agreement of the parties hereto with regard to the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the Phantom Units granted hereby; provided, however , that the terms... | Label: Entire Agreements |
75a02735-ccb2-4a14-b25a-058bd3754e8a | Clause:
This Agreement 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. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effecti... | Label: Counterparts |
ca7f5d82-e02c-4bc7-9f99-2a0c3f0e8bf5 | Clause:
Any notice hereunder by you shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to you in writing and such notice shall be deemed duly given only upon receipt there... | Label: Notices |
0c7cd861-4673-44b2-baea-41dfbaa2de95 | Clause:
At each 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 attorney... | Label: Expenses |
62f515ab-aead-42aa-b489-7cdb4731f499 | Clause:
Any notices or other communications required or permitted under, or otherwise given in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered or sent if delivered in person or sent by facsimile transmission (provided confirmation of facsimile transmiss... | Label: Notices |
600b6595-56ce-47fa-bc12-77357eaa0445 | Clause:
The Assignor identified in Annex I hereto (the “ Assignor ”) hereby sells and assigns, without recourse, to the Assignee identified in Annex 1 hereto (the “ Assignee ”), and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Transfer Effective Date set forth in A... | Label: Assignments |
378362f6-efe9-4187-9631-df36ba37a486 | Clause:
The Participant acknowledges that the Restricted Stock Units are subject to modification and termination in certain events as provided in this Agreement and Section 3.2 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Adjustments |
c360ef06-68f1-41f7-84f8-b1caff6b6068 | Clause:
The headings in this Agreement are intended solely for convenience or reference and shall be given no effect in the construction or interpretation of this Agreement. This Agreement shall be construed as if both Parties drafted it jointly, and shall not be construed against either Party as principal drafter. The... | Label: Interpretations |
17725137-4acb-44d0-b48b-f6d960d8ad67 | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. This Agreement may be assigned by the Company. The Executive may not assign or delegate his duties under this Agreement without the Board’s prior written approval. An... | Label: Assignments |
fda134df-3bac-43c2-b6f9-4daebac3800a | Clause:
In the event of the invalidity of any provisions of this Agreement or if this Agreement contains any gaps, the Parties agree that such invalidity or gap shall not affect the validity of the remaining provisions of this Agreement. The Parties will replace an invalid provision or fill any gap with valid provision... | Label: Severability |
ba5e6ae8-afe1-4ac8-a012-52dddc381002 | Clause:
This Agreement and any claim, dispute or controversy arising out of, under or related to this Agreement, the relationship of the parties hereunder, and/or the interpretation and enforcement of the rights and obligation of the parties hereunder shall be governed by, interpreted and construed in accordance with t... | Label: Governing Laws |
017b2e20-c639-4dad-a63d-df2a43b7a0ba | Clause:
Each Loan Party owns, or holds licenses in, all trademarks, trade names, copyrights, patents, patent rights, and licenses that are necessary to the conduct of its business as currently conducted. Attached hereto as Schedule 5.16 is a true, correct, and complete listing of all material patents, patent applicatio... | Label: Intellectual Property |
f4e47927-5d32-4db8-9ec0-30db97f9fbb1 | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing... | Label: Severability |
41735612-151c-4518-be6b-167f8f5780b1 | Clause:
If the Committee determines, in its discretion exercised in good faith, that the established Performance Goals are no longer suitable to the Company’s objectives because of a change in the Company’s business, operations, corporate structure, capital structure, or other conditions the Committee deems to be appro... | Label: Modifications |
7f726553-e3e1-49f3-bce2-5166eb54e408 | Clause:
The Employee acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this Agreement, in... | Label: Severability |
21ef49be-7570-4eac-9f45-27eabe0d1514 | Clause:
No Default or Event of Default shall have occurred and be continuing under the ABL 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, Authority, Autho... | Label: No Defaults |
18595f66-3f9e-45e0-a2f9-4b1f30850428 | Clause:
Upon full satisfaction or other termination of the Obligations (i) the Secured Party shall release and return to Obligors all of the Collateral and any and all certificates and other documentation representing or relating to the Collateral and (ii) the security interests provided for under this Agreement shall ... | Label: Terminations |
93cb94c9-0250-4114-97ec-f97b1875da2c | Clause:
The Parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the Parties. Prior to the termination of this Agreem... | Label: Enforcements |
989034b8-8ba9-436d-b43b-a46b75954413 | Clause:
The Credit Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions applicable to the Company and its Subsidiaries, and have instituted and... | Label: Anti-Corruption Laws |
89fb0ad9-5a5d-451d-9a4c-710a71d89cc8 | Clause:
Comply with all applicable Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Compliance With Laws |
8e8b5830-6c03-4cf6-b682-56e9a0cafb7b | Clause:
If an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.
... | Label: Existence |
57049c97-3663-4107-a456-d3ff3ea91b7f | Clause:
The invalidity of any portion of this Plan shall not invalidate the remainder and the remainder shall continue in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Severability |
3755371e-40e9-4d69-a794-36c4265af0b8 | Clause:
The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated ... | Label: Authority |
d18d827e-0baf-47bd-b978-15ad2983a285 | Clause:
This Agreement shall he fully binding upon and enforceable with respect to the parties, and their respective representatives, successors, partners, executors, and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Successors |
a06d9d88-9141-4151-979f-eaee9b81d45c | Clause:
The Company may withhold from Executive’s compensation all applicable amounts required by law.
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, Authorizati... | Label: Withholdings |
8359c8c9-87a6-4078-a418-56aa3a44747e | Clause:
No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made to any Participant or person that is not expressly set forth in this Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Entire Agreements |
ae82d23f-4cb7-4e87-898b-27260cab7513 | Clause:
Neither Party may assign, transfer or convey any right, obligation or duty, in whole or in part, or of any other interest under this Agreement relating to such Corporate Services or Transition Assistance without the prior written consent of the other Party, including any assignment, transfer or conveyance in co... | Label: Assignments |
f81cb430-f9ae-43e9-a512-d2925e7518a3 | Clause:
The term of employment of Executive under this Agreement shall be one (1) year commencing May 1, 2017 and expiring on April 30, 2018 (the “Term”) and automatically renewed thereafter from year to year unless within 60 days prior to end of initial term or the end of any renewal year, either party gives the other... | Label: Terms |
d407f6a4-917c-4498-9015-7cfb21a10ea0 | Clause:
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall be deemed an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.03 . Delivery of an executed signatur... | Label: Counterparts |
310aa411-5c1e-493f-9bab-210df31dd6c2 | Clause:
Payment of any vested portion of the Cash Award, shall be made only in cash by the Company or an applicable Subsidiary (as determined in the sole discretion of the Company). All payments hereunder shall be made as soon as practicable after the vesting date of any portion of the Cash Award but in any event no la... | Label: Payments |
8d1736e0-0c18-41d9-85bb-e5206ae2a48f | Clause:
This Agreement shall be governed in all respects, including validity, construction, interpretation and effect, by the laws of the State of Texas (without regard to principles of conflicts of law).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Governing Laws |
9e00a096-3c13-4e25-b8d9-52c9fa251fdf | Clause:
No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Person from the terms hereof, shall in any event be effective unless it is in writing and signed by the Floor Plan Agent and the Formula Revolver Agent. In no event shall the consent of any Obligor be required in c... | Label: Amendments |
b489326e-3370-4063-9aa6-01bbcc125cf4 | Clause:
TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE GUARANTOR AND OWNER EACH WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON OR ARISING OUT OF THIS GUARANTY. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, ... | Label: Waiver Of Jury Trials |
0c36346f-8f5a-48a2-a259-5d498f2aea65 | Clause:
Each Party herein waives its respective right to any jury trial with respect to any litigation arising under, or in connection with, this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Waiver Of Jury Trials |
d8939b4a-6783-48e2-8062-ef4414167a58 | Clause:
The Parties agree that if, for any reason, a provision of this Release is held unenforceable by any court of competent jurisdiction, this Release shall be automatically conformed to the law, and otherwise this Release shall continue in full force and effect.
Task: Classify this clause into ONE of these types (... | Label: Severability |
885af84f-02d5-42b1-9e27-612059c09821 | Clause:
All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including by facsimile transmission) and shall be mailed, sent, or delivered in accordance with the notice provisions contained in the Credit Agreement and to each Subordinated Creditor in care of t... | Label: Notices |
5c88dfb3-2c80-4b40-93b2-1d751c15363c | Clause:
All captions herein are for convenience only and shall not be interpreted as having any substantive meaning. The Exhibits to this Agreement are incorporated herein by reference and shall be deemed a part of this Agreement. Unless otherwise expressly provided herein or the context of this Agreement otherwise req... | Label: Construction |
0307b596-e0e4-4c48-8e62-92504890a965 | Clause:
The Executive agrees and covenants that she will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees, officers, and existing and prospective cus... | Label: Non-Disparagement |
a715cf63-830b-48fe-9d8b-69f7b084f63f | Clause:
The interpretation, construction and performance of this Vesting Program shall be governed by and construed and enforced in accordance with the internal laws of the State of California without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Vesting Progr... | Label: Governing Laws |
ef15af61-84ec-441f-835b-88e1ffebf2e3 | Clause:
In the event that any Tax is properly chargeable on the provision of the Services as indicated on the Services Schedule, Forestar shall be responsible for and shall pay the amount of any such Tax in addition to and at the same time as the Service fees. All Service fees and other consideration will be paid free ... | Label: Taxes |
6face524-dffb-48e9-a69a-594efa8271df | Clause:
The proceeds of the Loans will be used only to repay certain existing Indebtedness, finance the working capital needs, and for general corporate purposes, of the Company and its Subsidiaries, including Permitted Acquisitions and the purchase or redemption of capital stock of the Company as permitted hereunder. ... | Label: Use Of Proceeds |
3478c733-942c-4806-88f5-4bfe2f498f4a | Clause:
The Company agrees to pay the Executive a base salary (the “ Base Salary ”) at an annual rate of $380,000, payable bi-monthly in accordance with the regular payroll practices of the Company. The Executive’s Base Salary shall be subject to review and adjustment from time to time by the Board of Directors (the “ ... | Label: Base Salary |
ed078f2d-4ae4-431a-a94a-859ed00721f2 | Clause:
Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or by telecopy or facsimile, upon confirmation of receipt, (b) on the first business day following ... | Label: Notices |
bf1a33a0-e6be-4be2-b0f6-49ae53a7cf62 | Clause:
This Agreement shall remain in full force and effect until the Termination Date; provided , that the provisions of Sections 2.3 , 2.4 , 2.5 , 2.6 , 2.7 , 5.1 , 5.2 , 5.7 , 7.10 , 7.12 , 7.13 , 7.14 , and 7.16 shall survive termination of this Agreement and any amounts payable to the Administrative Agent, the Ma... | Label: Terminations |
b65ffae1-ddc9-430c-8ee2-707824c5aa6a | Clause:
The Property is covered by property, casualty, liability, business interruption, windstorm, flood, earthquake and other applicable Policies as and to the extent, and in compliance with the applicable requirements of Section 5.1.1 and Borrower has not taken (or omitted to take) any action that would impair or i... | Label: Insurances |
a094cea3-b0d9-4040-a525-0c0b18d7f41b | Clause:
Except as expressly provided to the contrary herein, each section, paragraph, part, term, or provision of this Agreement shall be considered severable, and if for any reason any section, paragraph, part, term, or provision herein is determined to be invalid and in violation of any existing or future law or regu... | Label: Severability |
9df32e7e-fe0e-4835-846d-40de3081ecff | 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 |
7f885f35-f0fd-48c6-a1de-82ff480457b5 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format ... | Label: Counterparts |
80ca4bff-d470-4fef-8252-bc6deadfd3cb | Clause:
This Agreement may be executed in multiple counterparts, all of which shall be considered one and the same agreement, and shall become effective when each Party has received counterparts signed by each of the other Parties, it being understood and agreed that delivery of a signed counterpart of this Agreement b... | Label: Counterparts |
b06f9672-9f14-41e5-a07d-9cfce216f6ea | Clause:
The Units awarded to the Participant shall, except as otherwise provided herein, become vested and non-forfeitable to the extent, but only to the extent, that the Committee determines that the applicable Performance Criteria set forth in Exhibit A have been satisfied at the end of the Performance Cycle (the “Ve... | Label: Vesting |
f92be1aa-d2e9-4141-aed6-b42b098d04e2 | Clause:
Except as expressly amended herein, the Letter Agreement will continue in full force and effect in accordance with its terms. The Letter Agreement, as amended by the Amendment, embodies the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications, ag... | Label: Miscellaneous |
fd2b7c78-fe16-434c-937e-16c61454b339 | Clause:
All communications, notices, consents, waivers, and other communications under this Agreement, the MSR Purchase Agreement and the Sale Supplements must be in writing and be given in person or by means of facsimile or email (with request for assurance of receipt in a manner typical with respect to communications... | Label: Notices |
183dfb2e-014b-47f2-b13c-0bd1f4c9f57e | Clause:
This Agreement and the other Loan Documents embody the entire agreement and understanding among the Credit Parties, the Administrative Agent and the Lenders relating to the subject matter hereof and, subject to Section 10.28 , supersede all prior proposals, agreements and understandings relating to the subject ... | Label: Entire Agreements |
e7c82299-a1be-4e19-a414-742ca2c79c24 | Clause:
This Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counte... | Label: Counterparts |
97b4ed27-530c-49d4-8d6a-7a876b8ebf6f | Clause:
The Revolving Line terminates on the Maturity Date and the principal amount of all Revolving Advances, the unpaid interest thereon, and all other Note Indebtedness relating to the Revolving Line shall be immediately due and payable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Terminations |
1c5080ac-bf1c-4c74-82cf-810191d17304 | Clause:
The closing of the transactions contemplated in this Agreement (the “Closing”) shall take place remotely via the exchange of signatures on September 1, 2017 or as soon as practicable thereafter, following the satisfaction or waiver by the applicable Party of each of the conditions set forth in Section 3. The da... | Label: Closings |
2dff3f9b-2a4f-40c3-b888-25a20521cd35 | Clause:
The Borrower and Related Party represent and warrant to the Lender that each statement made in this Agreement and in any other document provided to the Lender in connection with the Loan is true, complete and accurate in all material respects. The Borrower and Related Party will strictly observe and perform eac... | Label: General |
ac827be5-e8bb-4661-b9fe-1c35261d0d59 | Clause:
The Collateral Agent shall not by any act (except by a written instrument pursuant to Section 13 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof. No f... | Label: No Waivers |
6d92d6f7-ae8b-48f1-b3ff-9ab2e591aeb7 | Clause:
Any notice required by the terms of the Notice, this Award Agreement and the Plan shall be given (i) in writing addressed to the Company at its principal executive office and will be deemed effective upon actual receipt when delivered by personal delivery or by registered or certified mail, with postage and fee... | Label: Notices |
673d6abd-deda-4737-b4a9-3f02399e2ed8 | Clause:
All notices and other communications required or permitted hereunder shall be in writing and shall be delivered personally, mailed by first class mail, postage prepaid, or delivered by courier or overnight delivery, addressed (a) if to a Purchaser, at such Purchaser’s address set forth on the Schedule of Purcha... | Label: Notices |
65dfd71d-dc76-42bf-921e-741b435ff931 | Clause:
The Company agrees to indemnify you and hold you harmless to the fullest extent permitted by law for any action or inaction by you while serving as an executive officer and director of the Company or, at the Company’s request, as an executive officer or director of any other entity or as a fiduciary of any bene... | Label: Indemnifications |
9d859894-c1a2-46ee-95ab-88b327e3eef4 | Clause:
Receipt by the Administrative Agent and the Lenders of (i) pro forma projections of financial statements (balance sheet, income and cash flows) for each of the fiscal years of the Consolidated Parties through December 31, 2022 and (ii) such other information relating to the Consolidated Parties as the Administr... | Label: Financial Statements |
9368b1d6-f0fe-426d-947a-0ba6ce6c85bd | Clause:
The consummation of the sale by Seller and purchase by Purchaser of the Property (the “ Closing ”) shall be held on or before 2:00 p.m. Eastern Daylight Saving Time July 27, 2017, time being of the essence with respect to Purchaser’s obligation to close on such date; provided, however, that Seller shall be enti... | Label: Closings |
c2702cbb-1ce6-459b-8a23-7712dd08e78e | Clause:
The Participant acknowledges that as of the Grant Date, this Agreement and the Plan set forth the entire understanding between the Participant and the Company regarding the acquisition of the RSUs and the underlying Common Shares and supersede all prior oral and written agreements on that subject. Notwithstandi... | Label: Entire Agreements |
194ee5f0-766b-4d40-aeb3-76bcbfe18a48 | Clause:
Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Credit Party. Any such determination or redetermination by Agent shal... | Label: Payments |
3c6a18ad-0bbf-4763-b6de-73cb3163dacf | Clause:
The Borrower and each Guarantor will cooperate with the Agent and the Lenders and execute such further instruments and documents as the Lenders or the Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents.
Task: Classify t... | Label: Further Assurances |
aaf2c123-45b1-4f0c-884b-d3769c970083 | Clause:
All costs and expenses incurred in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such expenses whether or not the transactions contemplated by this Agreement are consummated; provided that New Bl... | Label: Expenses |
f1c582fd-27cd-4682-8346-b4f88985523a | Clause:
The obligations imposed by, and the provisions of, this Agreement are severable and should be construed independently of each other. The invalidity of one provision shall not affect the validity of any other provision.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Severability |
a8c3b351-5874-421f-98b3-440bf20be442 | Clause:
Executive acknowledges that this Agreement provides Executive with rights and privileges to which Executive would not otherwise be entitled in the absence of the execution of a waiver and release, and, in exchange for the same, Executive agrees to take action to timely execute a full and complete release of cla... | Label: Releases |
b82bc778-19ca-40d9-8a6d-5b9d0a10391a | Clause:
The General Partner shall keep, or cause to be kept, appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to Section 7.2 or pursuant to applicable laws. All ... | Label: Records |
d59f093d-616f-4217-9ae5-cae7d8bec986 | Clause:
The obligation of Sponsor to fund the Commitments will terminate automatically and immediately upon the earliest to occur of (a) the Closing (at which time the obligation shall be discharged), (b) the termination of the Merger Agreement in accordance with its terms and (c) the Company or any of its Affiliates o... | Label: Terminations |
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