id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
93bbe8a4-8945-4c9c-9ee8-6040f31473e1 | Clause:
Each of the Loan Parties and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, trade secrets and copyrights (collectively, “ Intelle... | Label: Intellectual Property |
2536da62-3496-4f2c-96ea-12ca45ac3f7b | Clause:
This Employment Agreement shall be governed by the laws of the State of Delaware (except to the extent that its choice of law provisions would call for the application of the law of another jurisdiction).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Applicable Laws |
9453b601-a62c-4ad2-a340-669fb4810547 | Clause:
Except for the Consents described in Schedule 3.7 hereto, no consent, authorization, approval, order, license, certificate or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal, and no consent or waiver of any party to any ... | Label: Consents |
59800283-650d-49f9-9bb7-7c84425c3f18 | Clause:
There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Seller Party, threatened against or affecting any Seller Party or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and... | Label: Litigations |
75a6f8a1-c36f-4f94-9fb8-e84ea1e4ddb9 | Clause:
The Awards comprise five sets of stock options (the “ Stock Options ”) as follows: the Time-Vesting Options, the $10 Performance Options, the $20 Performance Options, the $20 Inducement Options and the $30 Inducement Options. For purposes of this Award Agreement, the $10 Performance Options, the $20 Performance... | Label: Vesting |
6d186ee2-30d9-40f4-9a2f-5d3ccb03e78e | Clause:
This Agreement may be executed in any number of counterparts, all of which together will constitute one agreement binding on the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Counterparts |
6749bea6-86b7-4c29-b4ec-fae85697efd2 | Clause:
This Agreement may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Counterparts |
dc767b25-cd92-4579-bc2f-7cd7f6ede55a | Clause:
No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property th... | Label: Sales |
70b26d5d-9790-4976-a5ac-ab3c3a2bf402 | Clause:
This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The parties hereto hereby acknowledge and agree that signatures delivered by facsimile or electronic means (including by “pdf”) shall be d... | Label: Counterparts |
d2dc0700-33c5-478a-a947-f146db1cef2e | Clause:
The Company has previously delivered to Buyer the company-prepared financial statements of the Business consisting of the balance sheets of the Business as of December 31 in each of the years 2016 and 2015, and the related statements of income and cash flows for the years then ended (collectively “ Annual Finan... | Label: Financial Statements |
cfa6c537-64b7-4438-b577-a4e1bf5e428e | Clause:
The parties agree that no amendments of this Agreement may be made except by means or a written agreement signed by each of the parties and approved by the Company’s Board of Directors (the “ Board ”) or the Board’s Compensation Committee.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Amendments |
61356b52-8ecf-4e85-a355-9144a7c7ae8f | Clause:
This Agreement and the Exhibits hereto and thereto, and the other documents delivered pursuant hereto and thereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any represe... | Label: Entire Agreements |
43161bde-a7c3-4597-92d8-f62614dc2c66 | Clause:
The Plan constitutes the entire understanding and agreement with respect to the subject matter contained herein and supersedes all prior oral or written plans, agreements or restrictions, representations, or warranties between any Participant and the Company or Employer, other than those as set forth or provide... | Label: Entire Agreements |
62080066-5fca-4b49-910a-e3ea8f160745 | Clause:
The Executive shall serve the Company and Subsidiaries as CEO, under the terms and conditions provided herein. The Executive’s duties hereunder shall include such duties as are normally incident to the position of CEO. The Executive shall perform his duties hereunder faithfully and to the best of his abilitie... | Label: Duties |
38315459-fe2d-468a-93b8-2cdd50548813 | Clause:
At any time upon request of the Lender, promptly execute and deliver any and all further instruments and documents and take all such other action (including promptly completing any registration or stamping of documents as may be applicable) as the Lender may deem necessary or desirable to maintain in favor of t... | Label: Further Assurances |
52540642-724f-4d49-a355-838cd61d3e3c | Clause:
All amounts due under this Section shall be payable not later than ten Business Days after presentation of a reasonably detailed invoice therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Payments |
816263a5-b81e-49d1-97d3-55f38e202c03 | Clause:
In the event that any dividend or other distribution (whether in the form of cash, Plan Shares, other securities, or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities ... | Label: Adjustments |
270f428d-09ea-40ff-870f-d12d710a6b17 | Clause:
In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a regular cash dividend, the number and c... | Label: Adjustments |
cacebf8a-16ed-40ca-901d-c9ad7801181f | Clause:
(a) All authorizations, approvals or consents of, and filings or registrations with, any Governmental Authority (including, without limitation, all Gaming Approvals) or any securities exchange necessary for the execution, delivery or performance by any Credit Party of this Agreement or for the legality, validit... | Label: Authorizations |
ea95ab65-6079-4816-a223-48628f709519 | Clause:
The parties acknowledge and agree that: (i) this Agreement shall be construed and interpreted pursuant to the laws of the State of New York in the United States of America without consideration to any conflict or choice of law provisions or principles; (ii) any claim, demand, action, lawsuit or other proceeding... | Label: Governing Laws |
4e85c6b5-9941-4956-88fa-9b5c7406984f | Clause:
Any amounts payable by a any Guarantor under this Section 14 or otherwise under this Guaranty if not paid upon demand shall bear interest from the date of such demand until paid in full, at a fluctuating interest rate per annum at all times equal to the Default Rate applicable to Base Rate Loans to the fullest ... | Label: Interests |
11b9091c-ef1e-4d25-9504-7c53df54cfba | Clause:
Pursuant to Section 14.2 of the Plan, the Company shall be entitled to deduct from any payment made pursuant to this Notice, the minimum amount necessary to satisfy all applicable income and employment taxes required to be withheld with respect to such payment or may require Grantee to remit to the Company the ... | Label: Withholdings |
55d84c7f-7ab5-4a38-a4b1-f4584c25af25 | Clause:
The execution, delivery and performance of this Agreement and the other Loan Documents to the Loan Parties, or any of them, are or are to become a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have been duly authorized by all necessary proceedings o... | Label: Authorizations |
2f9cdbed-fdbc-4845-ac1d-7e93a8db2232 | Clause:
There is not a broker, finder or other party that is entitled to receive from the Company or any of its subsidiaries any brokerage or finder’s fee or other fee or commission as a result of the offering and sale of the Securities contemplated by this Agreement, except for underwriting discounts and commissions p... | Label: Brokers |
f44041b4-051f-43b3-ad36-282e86314b5a | Clause:
All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to each Guarantor (other than the Company) shall be given to it in care of the Company as provided in Section 9.01 of the Credit Agreement.
Task: ... | Label: Notices |
649c0d5c-51e7-40a9-8026-ef9987e1457a | Clause:
Except as would not reasonably be expected, individually or in the aggregate to have a Material Adverse Effect: (a) each of the Company and its ERISA Affiliates is in compliance with the presently applicable provisions of ERISA and the Code with respect to each Plan and the terms of each Plan, and (b) no ERISA ... | Label: Erisa |
2f5227f9-7afe-42fe-80b7-aba625223b81 | Clause:
[Executive understands that this Agreement will be null and void if not executed by Executive no later the end of the [21 s ] 5 calendar day after the Agreement is provided to Executive for consideration. Each Party has seven days after that Party signs this Agreement to revoke it. This Agreement will become ef... | Label: Effective Dates |
b66ea0a4-513d-417c-b61d-f515830c739e | Clause:
(a) Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies except for such failures to so qualify that would not reasonably be expected to have a Material Adverse Effect. Except for those that woul... | Label: Erisa |
036cb1fa-827c-4616-aac1-6c395c4d22d5 | Clause:
Means a Participant's base salary as properly paid or accrued for the 12 month period which ends on the date of his or her Separation from Service.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Base Salary |
83323e09-32dd-4f3b-8cb4-4143452eef2d | Clause:
Each Guarantor jointly and severally agrees that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8 (and shall be deemed to have become automatically due and payable in t... | Label: Remedies |
5e3e7a7f-4812-4d5e-9dc4-3127c1c19ac6 | Clause:
The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or ... | Label: Successors |
bc875055-c3c4-4bbd-a4b4-4a6b0431e79a | Clause:
The Executive’s death prior to the Executive’s termination of Service.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefi... | Label: Death |
80e3e981-ae16-433e-bd75-00dc54487922 | Clause:
Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except transactions disclosed to the Agent, which are in the Ordinary Course of Business, on an arm’s-length basis on terms and c... | Label: Transactions With Affiliates |
e1b3fb2a-fd11-4069-8d83-b67526320ba5 | Clause:
The Plan shall be governed by ERISA and, in the event any provision of, or legal issue relating to, this Plan is not fully preempted by ERISA, such issue or provision shall be governed by the laws of the State of Georgia (without regard to conflict of law provisions).
Task: Classify this clause into ONE of the... | Label: Applicable Laws |
3bd6641e-e338-4cf3-9c27-c06ad6452bbf | Clause:
During the Executive's employment and at any time thereafter, the Executive agrees not to disparage, either orally or in writing, in any material respect the Corporation or any of its current or former employees, officers or directors, and will not authorize others to do so on Executive's behalf. Notwithstandin... | Label: Non-Disparagement |
b89555a4-c1e2-40b8-b732-e379a058eb46 | Clause:
Borrower has the requisite power and authority to execute, deliver and perform its obligations under each of the Loan Documents. Borrower has the power and authority to grant to Lender the security interests in the Collateral. All action necessary for the execution, delivery and performance by Borrower of the L... | Label: Authority |
318f6f8b-5924-4181-9ce6-b1bfd81a8f5b | Clause:
This Guarantee is a continuing Guarantee and (a) shall remain in full force and effect until payment in full of all of the Obligations, (b) shall be binding upon Guarantor and its successors and (c) shall inure to the benefit of and be enforceable by Beneficiary and its successors and assigns. The Guarantor fur... | Label: Terminations |
bd50a94c-83ad-415e-9a79-4b90a462e0f9 | Clause:
This Agreement contains the entire agreement between the parties with respect to Kanipe’s employment by Employer and the Bank and supersedes the Prior Agreement in its entirety. Each of the parties acknowledges that the other party has made no agreements or representations with respect to the subject matter of ... | Label: Entire Agreements |
afe7a906-905b-448b-8944-f8d7c8a07c6c | Clause:
In the event of any change in the outstanding Shares by reason of any stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination or exchange of shares, sale by the Company of all or part of its assets, distribution to shareho... | Label: Adjustments |
fe8dda63-711e-4faa-b6c0-7e9b257535a2 | 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 February 28, 2017; ... | Label: Terminations |
f39cb865-6e52-4dfc-a94e-7fa96ef0d203 | Clause:
Except as set forth in Section 2.4 and 2.5 or as otherwise expressly specified on the Schedules hereto, each Party will be responsible for any costs and expenses incurred by such Party in connection with the provision of the respective Transition Services hereunder.
Task: Classify this clause into ONE of these... | Label: Expenses |
de361e7b-275c-462c-9398-35bca1f6435d | Clause:
Borrower shall defend, indemnify and hold harmless DPW and its officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement; and (b) all losses or DPW Expenses in any way s... | Label: Indemnifications |
2d282412-6885-4853-b3b5-50f5c5a787c9 | Clause:
Any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airma... | Label: Notices |
5d0880ac-5b52-42c6-84ba-ac779569fdcc | Clause:
The Loan Parties have disclosed to the Lender all agreements, instruments and corporate or other restrictions to which any Loan Party or any Subsidiary 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. Non... | Label: Disclosures |
8d109a6b-c58d-426d-85f1-b97ec5000513 | Clause:
Awards may be granted on the terms and conditions set forth in this Section 6. Unless otherwise expressly provided in an Award Agreement, upon a Participant’s Separation by reason of the Participant’s death or Disability, all Awards granted to the Participant shall become fully exercisable and/or vested and non... | Label: Vesting |
54a1f992-729b-4bb3-b44b-048bb541fa0a | Clause:
There is no action, suit, proceeding or investigation pending or, to the best of Borrower’s knowledge, threatened against any Individual Borrower, Guarantor, the Manager or any Individual Property in any court or by or before any other Governmental Authority which, if adversely determined, is reasonably expecte... | Label: Litigations |
e5978ca4-963c-4d55-a502-c2e7f0d6cd0c | Clause:
The Committee may amend this Agreement at any time and from time to time without the consent of the Participant; provided , however that no such amendment may materially and adversely affect the rights of the Participant without his or her consent; and provided , further, that the Company may change or modify t... | Label: Modifications |
86d3ff0d-95f3-4480-8996-b3f5496dd199 | Clause:
The Company shall reimburse the Lead Investor (a Buyer) or its designee(s) for all reasonable and documented costs and expenses not to exceed $300,000 incurred in connection with the transactions contemplated by the Transaction Documents (including all reasonable and documented legal fees and disbursements in c... | Label: Fees |
da135d30-c9c4-4ab9-8cb3-16faa6af8e7f | Clause:
The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any loss, liability or expense, whether or not the corporation would have the power to i... | Label: Insurances |
173b9d65-0c87-43d8-97d9-d2100c1969dd | Clause:
Except as set forth on Schedule 4.9 on the Closing Date, there is no Litigation pending in which an adverse decision would be reasonably likely to have a Material Adverse Effect or which in any manner draws into question the validity of any of the Operative Documents.
Task: Classify this clause into ONE of the... | Label: Litigations |
949b6275-1ade-4d80-a0b8-5af5c90ee0fc | Clause:
Wherever possible, each provision of this Agreement and the other Loan Documents shall be interpreted in such a manner as to be effective and valid under applicable Law, but if any provision of this Agreement shall be prohibited by or invalid under applicable Law, such provision shall be ineffective to the exte... | Label: Severability |
41218aa2-566f-4700-80aa-d3b1e00ed63f | Clause:
In the event that the Employee breaches or threatens to breach any provisions of Section 5 (inclusive of the Confidentiality Agreement) or this Section 6, then the Company will suffer irreparable harm and monetary damages would be inadequate to compensate the Company. Accordingly, in addition to any other right... | Label: Enforcements |
a14ce406-5f5d-45c1-8457-760ff22c9a41 | Clause:
This Agreement (including the documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and (b) is not intended to, and does not, confer upon ... | Label: Entire Agreements |
09d1286d-3a6e-4215-99d5-98eb644b7d54 | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid or unenforceable under applicable law, such provision shall be ineffective to the extent of such pro... | Label: Severability |
b5d34aa5-91fd-41ac-8fb0-69fbf9fc793c | Clause:
The Employment Period shall begin on the Effective Date and will end on the one-year anniversary thereof (the “ Expiration Date ”), unless sooner terminated as provided below or extended as provided below. Unless the Employment Period has been terminated in accordance with the following sentence of this Section... | Label: Terminations |
426d36c3-632d-4e01-909d-c08782840c4d | Clause:
During the period of his employment hereunder, Executive agrees to serve the Company, and the Employer shall employ Executive, as Executive Vice President & Chief Financial Officer. If appointed or elected, Executive also shall serve as an officer, director and/or manager of one or more of the Employer’s subsid... | Label: Positions |
2b6aae63-5f77-4d27-93f2-10927369dd71 | Clause:
Notwithstanding the provisions of Section 3 of this Agreement, upon a Change in Control, Optionee shall have the right to exercise the Option in full as to all Option Shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Change In Control |
57df060c-7277-4c26-b0b0-71a193b25b1e | Clause:
The Borrower has no Subsidiaries, except those Subsidiaries that are identified in Item 6.8 of the Disclosure Schedule, or that are permitted to have been organized or acquired in accordance with Sections 7.2.5 or 7.2.9.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Subsidiaries |
80e92f67-1343-4be9-ab30-c5b53aecb40d | Clause:
Each consent, approval or authorization of, or filing, registration or qualification with, any Person required to be obtained or effected by Borrower, in connection with the execution and delivery of the Loan Documents or the undertaking or performance of any obligation thereunder has been duly obtained or effe... | Label: Consents |
9deab1ed-a87d-45fe-aa58-4f82d9c1a350 | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [the relevant] Assi... | Label: Payments |
231ff849-99e4-4ba8-98f5-ed65f2fa6722 | Clause:
The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled... | Label: Remedies |
4be3ab4f-55b8-48f3-a050-e1be6227e2c0 | Clause:
All representations and warranties in this Agreement shall survive until the final date for any assertion of claims as forth in Section 11.8 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Survival |
b4f81b6a-094c-4190-9bc9-1768018348f2 | Clause:
This Agreement will be governed by and construed in accordance with the internal laws of Delaware without giving effect to the choice of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Governing Laws |
6568c806-d003-4c6a-85c8-f7b7332d5c3e | Clause:
Subject to Section 5 hereof and Section 2 of the Notice, if prior to the Vesting Date (i) the Grantee has a Separation from Service or (ii) there occurs a material breach of the Notice or these Terms and Conditions by the Grantee, all rights of the Grantee to the Restricted Stock Units that have not vested in a... | Label: Forfeitures |
5f8e020c-8312-4aed-9973-8064ab9468bf | Clause:
All defined terms used herein, as indicated by the initial capitalization thereof, shall, unless otherwise expressly defined herein, have the same meaning herein as is ascribed thereto in the Contract.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Defined Terms |
2eb7577a-64af-4738-bcdc-fa57d4cc4e92 | Clause:
Any Change in Control occurs.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capi... | Label: Change In Control |
f218bcd2-0841-460f-9847-691d75e39ff8 | Clause:
The proceeds of the Revolving Credit Loans shall be used to finance general corporate and working capital purposes of the Covenant Entities; provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document. The proceeds of the Term Loans and Refin... | Label: Use Of Proceeds |
42c6e78a-09bf-49b2-aae9-66b56929eb24 | Clause:
The terms and provisions of this Agreement are severable in whole or in part. If a court of competent jurisdiction determines any term or provision of this Agreement is invalid, illegal, or unenforceable, then the remaining terms and provisions shall remain in full force and effect.
Task: Classify this clause ... | Label: Severability |
21b491b1-af1d-44d0-b298-2bcdcaa06641 | Clause:
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof or thereof, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had ne... | Label: Severability |
a7905ed0-9daf-44e0-9880-bbdbcfba6d28 | Clause:
Interest is payable monthly on the Payment Date and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 2:00 p.m. Eastern time on any day shall be deemed received at the opening of business on the next Business Day, and ... | Label: Payments |
ed876189-5e7a-4c40-8bbd-d53503c24eac | Clause:
Any Term Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Eligible Assignee (other than a natural Person or any Credit Party or any Affiliate or Subsidiary of any Credit Party) (each, a “ Participant ”) in all or a portion of such... | Label: Participations |
d32faf9b-4fe6-49a0-9544-59292773bf13 | Clause:
Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units hereunder (the “ Closing ”) shall take place at the offices of Andrews Kurth Kenyon LLP, 600 Travis Street, Suite 4200 Houston, Texas 77002, or such other location as mutually agreed by the parties, and ... | Label: Closings |
c0d8381c-fe6c-49f0-8f5b-85d7771041c9 | Clause:
The Borrower agrees to pay and reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and delivery of this Amendment, and any other documents prepared in connection herewith and the transactions contemplated hereby, including, wi... | Label: Expenses |
7ac27c89-f3f6-4754-9db5-2522b032beb0 | Clause:
This Agreement, together with the Plan, represents the final, complete and total agreement of the parties hereto respecting the shares of Restricted Stock and the matters discussed herein and this Agreement supersedes any and all previous agreements and understandings, whether written, oral or otherwise, relati... | Label: Entire Agreements |
f279b2a8-3093-401f-950b-859acda598c0 | Clause:
This Warrant is exercisable in whole or in part at any time before the Expiration 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, Ba... | Label: Terms |
d3ef75ab-af1b-4bd3-adc5-258f3f619535 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Pledgor hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in New York, New York (and any appellate court thereof) over any legal action or proceeding with resp... | Label: Consent To Jurisdiction |
53ba75dc-fdb6-446a-b392-ba2bdcd9b7dc | Clause:
In the event any court of competent jurisdiction or any foreign, federal, state, county or local government or any other governmental regulatory or administrative agency or authority holds any provision of this Consulting Agreement to be invalid, illegal or unenforceable under applicable law, in whole or in par... | Label: Severability |
c8457e0d-9ea8-4b62-913f-434cd3f86996 | Clause:
Capitalized terms used herein that are not otherwise defined herein (i) shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of October 10, 2017 (the “ Agreement of Definitions ”), by and among the Issuing Entity, NILT Trust, as the Grantor and the UTI Beneficiary, the T... | Label: Definitions |
c5afe69d-5356-4dcf-bf2d-e0aa872bcff9 | Clause:
Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is bein... | Label: Compliance With Laws |
996acefb-6d37-4054-b681-aea585dfebcb | Clause:
EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF NEW YORK, (WITHOUT RECOURSE TO ARBITRATION UNLESS BOTH PARTIES GREE IN WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED MAIL, DELIVERED TO THE PARTY AT THE... | Label: Venues |
94c17880-a842-4add-bee9-a55edc83c629 | Clause:
In the event any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any remaining part of such provision or any other provision of this Agreement and the provision in question shall be modified so as to be rendered enforceable in a ... | Label: Severability |
3e00b492-07ac-4f14-91a9-a52cf754eed2 | Clause:
Prior to the Closing: (a) the parties hereto shall reasonably cooperate with each other and their respective counsel and accountants in connection with any actions required to be taken as a part of their respective obligations under this Agreement, including, but not limited to, the obtaining of Consents (provi... | Label: Cooperation |
5e83a60a-3aad-401e-8421-f2db2bfdcc3a | Clause:
THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS 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, Assigns,... | Label: Governing Laws |
e403de59-9e09-4838-9042-ce0d1a897e54 | Clause:
This Agreement, the Plan, and the rules and procedures adopted by the Committee, contain all of the provisions applicable to this Award and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company... | Label: Entire Agreements |
e432dd7f-6420-4428-b0db-fffd44fb07be | Clause:
Except as otherwise expressly provided herein, all notices, requests, claims, or demands provided for hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service or by registered or certified mail... | Label: Notices |
d4d10973-2392-490d-a3a6-400b54a382f3 | Clause:
Borrower (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, (b) is duly qualified and in good standing as a foreign corporation or company in each other jurisdiction in which it owns or leases property or in which the conduct of its bu... | Label: Organizations |
8079895d-bda7-4100-9ff1-0c6d26a26f1e | Clause:
Seller, has the full power and authority to enter into, and perform its obligations under, this Agreement and the other agreements, documents and instruments entered into by such person in connection with this Agreement (this Agreement together with such other agreements, documents and instruments collectively,... | Label: Authority |
50655325-7567-4bf5-be08-8f547b3a99f1 | Clause:
Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to them in Appendix 1 to the 2017-3 Exchange Note Supplement or, if not defined therein, in Appendix A to the Credit and Security Agreement.
Task: Classify this clause into ONE of these types (exactl... | Label: Definitions |
6a6e38c5-dbfb-4aaf-b049-61a245510ac6 | Clause:
The enumeration of the rights and remedies of the Secured Parties set forth in this Guaranty is not intended to be exhaustive and the exercise by the Secured Parties of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition... | Label: No Waivers |
cbcfc996-269e-4989-9217-b3933883fceb | Clause:
This Agreement and each Proxy, and all rights and obligations of the parties hereunder and thereunder, shall terminate and shall have no further force or effect upon the earlier of (i) the date on which both the Settlement Agreement and the Securities Purchase Agreement are terminated, (ii) the day after the Ex... | Label: Terminations |
09f0e2c6-8fd4-49ad-bf45-96c89dce20eb | Clause:
There are no Litigations pending or, to Licensee and Parent’s Knowledge, threatened against Licensee and Parent that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Licensee’s or Parent’s ability to execute, deliver or perform this Agreement or any Ancillary ... | Label: Litigations |
0f094066-445f-4d0a-a55b-0fe8d6844990 | Clause:
This Lease constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be changed or modified except by an agreement in writing signed by the parties. Landlord and Tenant hereby agree that all prior or contemporaneous oral understandings, agreements or negotiations rel... | Label: Entire Agreements |
493a5746-7c22-4284-9b03-2304d0bffc20 | Clause:
Paragraph headings have been inserted in this Security Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Security Agreement and shall not be used in the interpretation of any provision of this Security Agreement.
Task: Classify this cla... | Label: Headings |
6c485ac7-9054-4afc-9640-52f67180edca | Clause:
The Purchaser agrees to indemnify and hold harmless the Company, any agents and each of their respective officers, directors, employees, agents, attorneys, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees, and expenses whatsoever (including, but not limited t... | Label: Indemnifications |
3cf765a9-353a-46f7-a7fd-2f4cdb736dfd | Clause:
Unless otherwise terminated as provided herein, the term of employment pursuant to this Agreement will be for a period of two years, commencing on the Effective Date (the “ Term ”); provided that Executive’s employment pursuant to this Agreement may be extended upon the mutual agreement of Executive and the Com... | Label: Terms |
cebe2d61-e367-43b0-ab59-f93e38f68c9d | Clause:
(a) Attached hereto as Schedule 11(a ) is a schedule setting forth all of each Company’s Patents and Trademarks (each as defined in the Collateral Agreement) applied for or registered with the United States Patent and Trademark Office, and all other Patents and Trademarks (each as defined in the Collateral Agr... | Label: Intellectual Property |
a7e48809-860c-4b0e-93a7-ee2a7e74671a | Clause:
Borrower shall use, and cause its subsidiaries to use, the proceeds of the Loans hereunder for general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Use Of Proceeds |
e09d7e6f-80ba-4cef-b500-223fc3c565db | Clause:
Other than the Company’s Non-Disclosure and Non-Competition Agreement, this Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all other prior agreements, promises, covenants, arrangements, communications, representations or... | Label: Entire Agreements |
e07d867f-5cf9-4918-9f10-6eb7a3b0eb89 | Clause:
This Agreement has been drafted in the English Language and the English language shall govern its interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of New York irrespective of any conflict of laws principles.
Task: Classify this clause into ONE of these... | Label: Governing Laws |
8d58fc31-c125-4457-8457-2f3ddeaf0d3b | Clause:
The Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns and their representatives. This Agreement may not be assigned by either party without the consent of the other party, except that the Employer may assign all of its rights and delegate perfo... | Label: Assignments |
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