id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
a0d07cd8-6edf-4c38-abf6-af25840398ad | Clause:
THIS AMENDMENT AND ALL CLAIMS AND CAUSES OF ACTION ARISING FROM THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY 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, Amend... | Label: Governing Laws |
f9e7b84a-66d1-4b13-bcb7-64a18308dfc7 | Clause:
The provisions of this Section 4.2 shall be deemed reaffirmed by Buyer by acceptance of the Deed and shall survive Closing.
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: Survival |
531681c7-8a06-4ef7-aa0d-d2988ede307c | Clause:
Subject to Section 2 hereof, from and after the Effective Date, Executive shall, pursuant to the terms of this Agreement, continue to be employed by the Company and serve as the [Executive Officer], and shall report directly to the . The principal location of Executive’s employment with the Company... | Label: Duties |
1527f93d-08c6-45ce-a6b0-2ec4c8586297 | Clause:
The Assigned Assets include all assets used or useful in connection with the Business. On the Closing Date, the Company shall own and have good and marketable title to all of the Assigned Assets free and clear of all Encumbrances other than Permitted Encumbrances. Neither the ownership nor use of the Assigned A... | Label: Titles |
6a2108dc-3e51-4faa-bd5f-fde602c2ff17 | Clause:
At the Closing, the Company's obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer' expenses shall be $1,500.00 for Buyer's legal fees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Expenses |
a32f8220-7670-49a2-9a97-5b83dd553910 | Clause:
This Amendment is to be construed in accordance with and governed by the laws of Colorado, without reference to principles of choice of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Governing Laws |
43abcda1-c614-47e0-ab46-83eb223e6728 | Clause:
The headings preceding the text of the sections and subsections hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Headings |
1939e469-a408-45e7-b50a-2c427e43b380 | Clause:
The Company shall promptly reimburse the Executive for all reasonable business expenses upon the presentation of reasonably itemized statements of such expenses, in accordance with the Company’s policies and procedures now in force or as such policies and procedures may be modified generally with respect to sen... | Label: Expenses |
0167589d-0426-4f2c-b657-1ba3a3ac396b | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY O... | Label: Waiver Of Jury Trials |
20530aa3-3e33-4b33-947a-b9b79ea9a8a5 | Clause:
This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, administrators and transferees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Binding Effects |
16cfbeb2-375c-41c3-9140-b950c85fd53d | Clause:
All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to ... | Label: General |
abf46349-fc3f-4938-af4f-3f21fb029fd7 | Clause:
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a... | Label: No Conflicts |
1a356904-898b-44eb-a41b-dcff884dff2e | Clause:
Awardee will vest in the RSUs in accordance with the terms of this Section 4, and will gain actual “ownership” of the shares of Common Stock corresponding to such RSUs in accordance with the terms of Section 5 hereof. Except as set forth below, in the event that prior to the satisfaction of the vesting requirem... | Label: Forfeitures |
237f9a22-7f17-4eac-9c63-f79c8632427d | Clause:
No brokerage or finder’s fees or commissions are or will be payable by the Seller or the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Agreement. Subject to the Legal Fee as outlined i... | Label: Fees |
b2aca6fe-c516-4e9b-8759-11053c09da74 | Clause:
No representation or warranty by the Company in this Agreement, including the Disclosure Schedules to this Agreement, if any, and no statement contained in the SEC Reports or any certificate or other document furnished or to be furnished to the Purchasers pursuant to this Agreement contains any untrue statement... | Label: Disclosures |
51e07aac-2e6f-4f98-a9c1-9a6328c317fa | Clause:
Wherever possible, each provision of this Loan Agreement shall be interpreted in such manner as to be valid and enforceable under applicable law, but if any provision of this Loan Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed herefrom and ... | Label: Severability |
93a4e156-a072-4c2b-87f7-4b645177f210 | Clause:
The execution, delivery and performance of this Amendment and the other documents executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing... | Label: Approvals |
6a6d2a90-c9d2-4f2b-a385-80a4dcd8fdf6 | Clause:
The Note, the Loan Agreement, this Security Instrument and the other Loan Documents constitute the entire understanding and agreement between Borrower and Agent with respect to the transactions arising in connection with the Obligations and supersede all prior written or oral understandings and agreements betwe... | Label: Entire Agreements |
e6ea2a17-7bcb-4214-b8d7-eec3c804e899 | Clause:
This Agreement, the Plan, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of England and Wales and the Courts of England and Wales shall have exclusive jurisdiction in relation to all matt... | Label: Governing Laws |
a9b1fec5-fc6a-4330-a6eb-cb7bb028297d | Clause:
(a) Keep all material property necessary in the operation of its business in good working order and condition, ordinary wear and tear and casualty excepted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain with reputable insurance compan... | Label: Insurances |
d205da25-f657-4789-a2d1-061c14004803 | Clause:
The Agreement shall become effective on the Effective Date with the Commencement Date occurring as provided in Section 2.3 above. This Agreement, subject to Section 3.2 , shall continue for a period ending at 11:59:59 p.m., EST on June 30, 2020 (the “ Term ”; the last day of such Term being herein referred to a... | Label: Terms |
56fdf120-4483-4801-9737-4f7027a0c1a1 | Clause:
As compensation for the performance of its obligations under the 2017-2 Servicing Agreement, on each Payment Date the Servicer shall be entitled to receive a fee for its performance during the immediately preceding Collection Period or, with respect to the first Payment Date, the period from and excluding the C... | Label: Expenses |
339ee9b5-6d17-41b5-9258-ff54bf105e43 | Clause:
As of the Effective Date, Schedule 3.11 sets forth all of the Loan Parties’ directly-owned Subsidiaries, the jurisdiction of organization of each of such Subsidiaries and the identity of the holders of all shares or other interests of each class of Equity Interests of each of such Subsidiaries.
Task: Classify ... | Label: Subsidiaries |
93882405-8620-4f97-9882-6a86edee1f36 | Clause:
The proceeds of the Loans will be used to finance the payment by the Borrower of outstanding Indebtedness under the Existing Credit Agreement, to pay related fees and expenses and for general corporate purposes not in contravention of any law, including but not limited (a) to repurchase shares of the Borrower’s... | Label: Use Of Proceeds |
a0eb08a8-5343-4da5-ac4e-44bdf1e12a2c | Clause:
The Option shall vest in installments as provided on Schedule A, conditioned on the Optionee’s continuous employment with the Company or any Subsidiary from the Date of Grant specified on Schedule A through and including the applicable vesting date.
Task: Classify this clause into ONE of these types (exactly o... | Label: Vesting |
5f2a7455-390d-482d-9ce2-57c9aa1af4a1 | Clause:
The Administrative Agent shall have received the applicable notice of borrowing, in substantially the form attached hereto as Exhibit B , from the Borrower or, in the case of a Letter of Credit, the Fronting Bank shall have received an L/C Application.
Task: Classify this clause into ONE of these types (exactl... | Label: Notices |
0aa43ff6-4fd7-460a-a2db-33899ac50b63 | Clause:
Any consent, notice or report required or permitted to be given or made under this Agreement by one of the Parties hereto to the other Party shall be in writing, delivered by any lawful means to such other Party at its address indicated below, or to such other address as the addressee shall have last furnished ... | Label: Notices |
ebd5523e-d444-4470-86c7-b3602dca5b7d | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce un-reallocated portions or to secure other obligations shall, so long as no Event of Default then exists, be released promptly following (i) the elimination of the applicable un-reallocated portion or other obligations giving rise thereto (... | Label: Releases |
e744ae1a-f942-4295-b1e1-8444d5a28ef3 | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal cour... | Label: Governing Laws |
4b808233-798f-41a6-ba62-31d150da926c | Clause:
This Plan and all agreements executed in connection with the Plan shall be governed by, and construed in accordance with, the laws of the State of Michigan, without regard to its conflicts of law doctrine.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Governing Laws |
d5774494-9621-4389-9ec4-7a3f3c662c82 | Clause:
Subject to Section 6.7(b), nothing contained herein shall prohibit or in any way limit the ABL Collateral Agent or any other ABL Claimholder from objecting in any Insolvency or Liquidation Proceeding of any ABL Grantor or otherwise to any action taken by the Term Loan Collateral Agent or any of the other Term L... | Label: No Waivers |
00412049-343c-4ef8-9eaf-ba3419397b6a | Clause:
The Borrower shall utilize the proceeds of the Loans made hereunder solely for (i) the purchase of Transferred Receivables pursuant to the Receivables Transfer Agreement, (ii) performing its other obligations under the Receivables Transfer Agreement, (iii) paying fees and expenses related to the Receivables Tra... | Label: Use Of Proceeds |
354fc708-d67a-4b67-bd9d-f22d5a4533c1 | Clause:
Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investors without the prior consent of the Company (in the case of a release or announcement by the Investors) or the Investors (in the case of a release or announce... | Label: Publicity |
7d618939-73aa-4ead-8360-880bb9de2813 | Clause:
Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party; except that without such prior written consent either Party may make such assignment or transfer to (a) an Affiliate or (b) to a Third Party acquirer in a Change of Control, ... | Label: Assignments |
6fbe8241-e6fc-4577-8702-2c2f432eb6e7 | Clause:
Receipt by the Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Lenders of any fees required to be paid on or before the date of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Fees |
f2973c2a-bd31-4440-9948-38f242d82bf2 | Clause:
This Settlement Agreement shall be governed by, and construed, interpreted and enforced in accordance with, the internal laws of the State of New York, applied without regard to New York’s conflicts of law principles. The Parties hereto irrevocably submit to the exclusive jurisdiction and venue of the New York ... | Label: Venues |
cb647e32-8ba0-4a1a-8e73-e5f4ea87909b | Clause:
During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of Unisys and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if... | Label: Vacations |
87dbe284-7285-4e56-88e4-0937c6fd2347 | Clause:
The Parent Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter ended July 2, 2016 and the fiscal year ended January 2, 2016. Such financial statements present fairly, in all material respect... | Label: Financial Statements |
96a5d70f-e1d0-460a-9d1c-f24e07657efd | Clause:
This Lease contains the entire agreement between Landlord and Tenant with respect to the subject matter hereof. No representations, warranties, and agreements have been made by Landlord except as set forth in this Lease. No oral agreements or understandings between Landlord and Tenant shall survive execution ... | Label: Entire Agreements |
b7f5b221-eb59-4fbd-94e2-e6a757c2d7cd | Clause:
This Agreement constitutes the full and entire agreement among the Parties with regard to the subject hereof, and supersedes all prior negotiations, representations, promises or warranties (oral or otherwise) made by any Party with respect to the subject matter hereof. No Party has entered into this Agreement i... | Label: Entire Agreements |
5470081f-16a2-42c2-b6a8-66d3cd551659 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission, i.e. a “pdf” or a “tif”), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set ... | Label: Counterparts |
7d05b3b6-46a9-46a1-983f-03e281197f32 | Clause:
The parties intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable, and this Agreement shall be construed and... | Label: Severability |
e3860865-dae0-4574-88e3-9f32b91f61e0 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to the date he... | Label: Financial Statements |
06550a44-3f48-427d-b97f-20b6f2b34632 | Clause:
Walmart has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and conduct its business in all material respects as currently conducted.
Task: Classify this clause into ONE of the... | Label: Organizations |
cb371396-dc35-42e4-b817-6619ae8df03c | Clause:
Buyers and Seller may amend, modify, or supplement this Agreement only by an instrument in writing signed by Buyers and Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Amendments |
e195b15e-ce9f-4659-8cec-02c61d8cbe2a | 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 |
d13d25cd-c0ef-410f-868a-a1c804e3c67c | Clause:
Wherever possible, each provision of this Agreement and each related document shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or any related document shall be prohibited by or invalid under applicable law, such provision shall be inef... | Label: Construction |
e7eb78e9-1bd3-4a64-98bf-14c28cbf6d99 | Clause:
Subject to the terms and conditions herein provided, each Party shall use its reasonable best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each Party ... | Label: Further Assurances |
ad80e114-c4c4-4887-8d70-1227435fc92c | Clause:
The Borrower will not, nor will it permit any Subsidiary to, enter into or suffer to exist any Sale and Leaseback Transaction other than the sale and leaseback of real property so long as, giving effect thereto, the Borrower is in pro forma compliance with Sections 6.12 and 6.13 and no Default exists or would r... | Label: Sales |
f1e62af8-0eef-446f-87e0-8a29eebe9292 | Clause:
Any dispute or controversy under this Agreement (including any related to indemnification under Section 10.1 ) shall be settled exclusively by arbitration solely in the City of Chicago in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration... | Label: Arbitration |
72bd753e-c770-4f6f-a776-2bd94ea885af | Clause:
In the event of a Change in Control, the Company will establish a trust or trusts as described in Section 10.3, to which will be contributed sufficient assets to fully fund all Participant Accounts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Change In Control |
ac1c743e-9ec5-4b76-ad3f-380cb5b21825 | Clause:
Shipper shall pay or cause to be paid and agrees to hold Gatherer harmless as to the payment of all excise, gross production, severance, sales, occupation and all other Taxes, charges or impositions of every kind and character required by statute or by order of Governmental Authorities and levied against or wit... | Label: Taxes |
a5e680a5-2d8e-4a4a-9723-a2dc5fd3813c | Clause:
The unpaid principal and interest balance shall be payable with interest on the Maturity Date as defined herein, provided that any amount of principal on this Note which is not paid when due shall bear interest at the Default Rate (as defined herein) from the due date until the same is paid.
Task: Classify thi... | Label: Interests |
792f2397-adbc-432b-bccd-b1bd66a6d5e6 | Clause:
This Agreement constitutes the entire understanding of the parties with respect to its subject matter and no change, addition, alteration or modification to the terms of Executive’s employment (except his Base Salary which may be periodically adjusted as set forth in Section 2(a) herein) or this Agreement may b... | Label: Entire Agreements |
f19c4cd5-2d2b-492e-87c7-5e68c6daae32 | Clause:
To the Company’s knowledge, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority, on the part of any Seller, is required in connection with the consummation of the transactions contemplated by... | Label: Compliance With Laws |
b935f769-ae66-47ad-bc2c-fb8b96780b11 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $5,180,158.00 ... | Label: Closings |
24dfb81e-3f54-440f-b3c4-076b03c3e612 | Clause:
The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“ Losses ”), incurred in connection with any proceeding arising out of... | Label: Indemnifications |
a0bca071-af6b-4265-bc09-71f76852934b | Clause:
No authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency, or any securities exchange, are necessary for the execution, delivery or performance by the Company of this Agreement or the Notes or for the legality, validity or enforceabilit... | Label: Approvals |
3e6761d6-19cb-48f8-bf8b-459a3b5fce07 | Clause:
This Agreement and any Actions arising out of or related to this Agreement or to the inducement of any party hereto to enter into this Agreement (whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed in accord... | Label: Governing Laws |
5ab60845-45ae-42ea-8eb5-301fe2ba1314 | Clause:
All deliveries of Shares pursuant to the Award shall be subject to withholding of all applicable taxes. The Company shall have the right to require the Participant (or if applicable, permitted assigns, heirs and Designated Beneficiaries) to remit to the Company an amount sufficient to satisfy any tax requiremen... | Label: Withholdings |
8e58a211-8817-4703-b520-f9711fa6539f | Clause:
All notices, requests, consents and demands hereunder shall be in writing and telecopied or delivered to the intended recipient (in the case of the Pledgors) at the “Address for Notices” specified on the signature pages hereof and (in the case of the Administrative Agent) at the address specified in Section 12.... | Label: Notices |
9781148e-ecf4-425e-b140-0bb73d9bfee1 | 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 Common Shares and the grant and perfection of the security interest in the Collateral) w... | Label: No Conflicts |
00d3b85b-d0d3-47d4-8cb0-8d832249e936 | Clause:
(a) The Loans comprising each ABR Borrowing (including each Swingline Loan (other than an Intraday Swingline Loan) and each Uncommitted Swingline Loan) shall bear interest at the ABR plus the Applicable Rate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Interests |
5edaa12e-116b-45c7-8a6d-281f4b915745 | Clause:
The capitalization of the Company as of June 30 , 2017 is as set forth in the SEC Reports. The Company has not issued any capital stock since the date of its most recently filed SEC R eport other than to reflect stock option and warrant exercises that do not, individually or in the aggregate, have a material ... | Label: Capitalization |
94642704-c367-4379-b2bf-ee032854d51e | Clause:
Except as otherwise provided herein or as specifically provided otherwise in any other Transaction Document with respect thereto, no amendment, waiver, consent, modification or termination of any provision of any Transaction Document shall be effective unless signed by each of the parties thereto affected by su... | Label: Amendments |
5b99c145-1366-4c9c-afc4-cc4d9d5d205f | Clause:
This Amendment No. 4 may be executed in any number of separate original counterparts and by the different parties on separate counterparts, each of which shall be deemed to be an original, but all of such counterparts shall together constitute one agreement. Delivery of an executed counterpart of a signature pa... | Label: Counterparts |
a38046d4-cc3b-4a30-81aa-9b4812f1bd96 | Clause:
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in the Agreement of Sale.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Definitions |
ddc96a51-b15c-4b49-b357-ac10ea74bcba | Clause:
No Borrower or Guarantor shall convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “ Transfer ”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired (other than a Trans... | Label: Liens |
00fe30d4-9bc6-4953-b2b3-bed996dd565f | Clause:
This Guarantee may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. This Guarantee shall become effective when counterparts hereof executed on behalf of each Guarantor shall have been receive... | Label: Counterparts |
5b5630cb-50fc-4926-872d-36469dec5794 | Clause:
The Borrowers’ compliance with this Section 2.5(b) shall be tested from time to time by the Administrative Agent at its sole discretion, but in any event shall be tested on the date on which (A) the US Borrower requests that the applicable Revolving Credit Lenders make a Revolving Credit Loan, (B) the US Borrow... | Label: Payments |
d33145c8-c526-4a97-8429-1e9fd9ac4a61 | Clause:
This Agreement (including any schedules or attachments hereto), and including any separately executed Statements of Work and any exhibits, shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the part... | Label: Entire Agreements |
62115900-d62a-4cf4-97b3-315e58fb023e | 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 the business for which it is ... | Label: Insurances |
c044cd33-23e7-445e-a611-afd528ded3ec | Clause:
Each Credit Party and its Subsidiaries is in compliance with (a) the rules and regulations as provided in Section 6.15 and (b) except such non‑compliance with such other Applicable Laws that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, all other App... | Label: Compliance With Laws |
86257fd8-7fd7-4130-9447-19568cdcf2f0 | Clause:
Executive recognizes that her duties will entail the receipt of Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly... | Label: Remedies |
111ab1d5-097a-4d74-8bd7-3f012bd4cba1 | Clause:
As of the Effective Date, neither Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrower and the Subsidiaries (in each case, to the extent constituting Collateral) have been validly issued and a... | Label: Subsidiaries |
36dd2258-69c5-4a38-922c-bbce4c94dcd4 | Clause:
If your employment ceases prior to the Payment Date by reason of your death, but you otherwise met all eligibility criteria specified in Article II, your estate may receive a prorated portion of the Bonus Award, if any, that would have been paid had you lived to the Payment Date. In such a case, proration will ... | Label: Death |
177437f6-eb0b-4029-b853-898b0cc9338f | Clause:
This Agreement may be executed in two counterparts, each of which shall be deemed an original and both of which shall constitute one and the same instrument together, shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Counterparts |
c8350442-7f2a-4b77-a92e-c63843b3dbdc | Clause:
All other terms and conditions of the Agreement will remain unchanged. This Amendment together with the Agreement, and all of the attachments, exhibits and schedules hereto and thereto constitute the entire agreement of the parties with respect to the subject matter hereof and supersede any and all existing or ... | Label: Miscellaneous |
2c96993a-19fb-45e7-92f3-ee84cf69fe73 | Clause:
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to the principles of the conflicts of laws thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties, evidenced by this Aw... | Label: Governing Laws |
451bfb57-3fef-4954-870b-a95fc2d1a24d | Clause:
The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on accoun... | Label: Tax Withholdings |
9d02e57f-d6c9-4972-8bef-ba9861c19852 | Clause:
At any time and from time to time after the Issuance Date, the Company shall have the right to redeem all or any portion of the Conversion Amount then remaining under this Note and the Other Notes (the " Company Optional Redemption Amount ") as designated in the applicable Company Optional Redemption Notice on ... | Label: General |
893a8bc5-43fb-4073-b056-d48aedf40f9f | Clause:
In the event that your employment with the any Affiliate or the Company terminates due to your death, all of your Unit Options will become fully eligible for Surrender as of the date of your death and will remain so until the close of business on the Expiration Date. Any of your Unit Options that are not Surren... | Label: Death |
d06b7f1a-c238-4c0d-b575-399f4fef75c2 | Clause:
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, each Wholly Owned Opco Guarantor of this Agreement, ... | Label: Compliance With Laws |
2f5574dc-e37b-4e41-9c1a-68f1bb23fa33 | Clause:
This Agreement, together with the Non-Solicit Agreement and the additional agreements referred to herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, other than the restricte... | Label: Integration |
c2325dec-33e7-4e58-84d0-0ea4d333224b | Clause:
The term of this Lease shall be for a period commencing as of the Commencement Date (as defined in Paragraph E of the Summary of Lease Terms ) and continuing to and including the Expiration Date (as defined in Paragraph E of the Summary of Lease Terms ) unless sooner terminated pursuant to this Lease. See Adden... | Label: Terms |
eb514a16-d69d-40db-8cad-7674664b5a31 | Clause:
[*] shall have the sole right, but not the obligation, to enforce [*] against any infringement or misappropriation of [*] by a Third Party, or to defend any declaratory judgment action with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Enforcements |
6174e3e2-95cc-42b0-bcfb-3702d999b5e0 | Clause:
The provisions of Article 20 of the Master Repurchase Agreement are incorporated herein by reference.
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, Auth... | Label: Governing Laws |
048e48fd-db89-4c56-b483-5c2dab356e09 | Clause:
The headings contained herein are for convenience only, do not constitute a part of this Note, and shall not be deemed to limit or affect any of the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Headings |
11831943-f6f6-4d86-95c9-031f752c2f4d | Clause:
The Assignor agrees that at any time and from time to time, upon the written request of the Assignee, the Assignor will promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in obtaining the full benefits of this Assignment and of the rig... | Label: Further Assurances |
1306dd04-5e1a-4e65-9849-66c6465a52de | Clause:
This Release shall be construed and interpreted pursuant to the laws of the State of Texas without regard to its choice of law rules and shall be subject to the arbitration clause set forth in Section 5(l) of the Change in Control Agreement.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Applicable Laws |
518d5f6c-4772-4ae8-99c1-21f89881581d | Clause:
(A) Seller’s Adjusted Tangible Net Worth is greater than or equal to $170,000,000; (B) Seller’s unrestricted cash is greater than or equal to $20,000,000; (C) the ratio of Seller’s Total Indebtedness, to Adjusted Tangible Net Worth is less than 10:1; and (D) Seller’s consolidated Net Income was equal to or grea... | Label: Warranties |
6b76d77d-1a43-426f-a934-59131db80835 | Clause:
This Agreement will be binding upon and inure to the benefit of and be enforceable by the successors and permissible assigns of the Parties. This Agreement and any rights and obligations hereunder will not be assigned, hypothecated, or otherwise transferred by any Party hereto by operation of law or otherwise w... | Label: Assignments |
85ad6dea-cf86-427c-afc2-5d455803c62b | Clause:
This Agreement may be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. This Agreement shall be binding upon and shall inure to the benefit... | Label: Counterparts |
06b509b2-d647-43fa-858e-145f4532de24 | Clause:
Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Employment |
b47f8085-5b9f-424e-8a08-e648862a6d3d | Clause:
The Borrower acknowledges that all reasonable costs and expenses of the Administrative Agent incurred in connection with this Agreement will be paid by the Borrower in accordance with Section 12.3 of the Existing Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Expenses |
0e549350-3d96-4b4e-bc3f-67711d32df39 | Clause:
Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications re... | Label: Intellectual Property |
5fa8d129-49f4-40f2-8d2d-728b92bda16b | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING ... | Label: Waiver Of Jury Trials |
869df51b-3020-4d30-bac3-b003b0989f9f | Clause:
This Agreement, together with the Non-Competition Agreement, constitute the entire agreement between the parties hereto with respect to the subject matter hereof, superseding all prior or contemporaneous agreements or understandings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Entire Agreements |
9837a38b-8bae-40a5-b8d7-ab2f0cbaf533 | Clause:
Until the Discharge of First Lien Obligations has occurred, the Directing First Lien Collateral Agent shall have the sole and exclusive right, subject to the rights of the First Lien Obligors under the First Lien Financing Documents, to settle or adjust claims over any insurance policy covering the Collateral i... | Label: Insurances |
91e1ad9a-3e80-4987-8d28-4738d1b7153a | Clause:
To the extent that the Borrower for any reason fails to pay any amount required under Section 5.11 or Section 11.2 of this Agreement to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the ... | Label: Indemnifications |
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