id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
317a8283-2c21-4707-bd31-2d0154b5fa10 | Clause:
This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof. The parties hereby irrevocably consent to the personal jurisdiction of the Federal and State courts located in New York, and waive any defense based upon... | Label: Applicable Laws |
aea7275d-cb87-4169-9288-9930414aa81f | Clause:
For purposes of this Agreement, “ Confidential Information ” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: information concerning customers or vendors (including special terms an... | Label: Definitions |
dd80d1a8-fdb9-4975-b261-c0ffda1859c4 | Clause:
Immediately after giving effect to the consummation of the Transactions to occur on the Effective Date (including the making of each Loan made on such date), as of such date, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent... | Label: Solvency |
122ed5b4-841f-4cfd-94d8-36859c94b900 | Clause:
This Agreement, together with the Master Agreement, constitutes the entire agreement between the Parties with regard to the matters set forth herein. This Agreement shall supersede any prior written or oral agreements between the Parties concerning the subject matter herein.
Task: Classify this clause into ONE... | Label: Entire Agreements |
9860f716-89ba-42f3-8dfd-bb2a12d197f2 | Clause:
The Borrower represents and warrants that the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the date this Eighth Amendment becomes effective pursuant to Sect... | Label: Representations |
ab488e5a-2c19-42b6-9326-bd728e427ddb | Clause:
The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may elect to satisfy the withholding obligations throug... | Label: Withholdings |
2a01217e-12f1-4045-a8cf-fe450865b833 | Clause:
As a condition to Executive’s receipt of any post-termination benefits pursuant to Section 3(a) or Section 3(c) above (other than the Accrued Obligations), Executive shall execute and not revoke a general release of all claims in favor of the Company (the “ Release ”) in the form substantially similar to that a... | Label: Releases |
e7ce72c7-a285-475e-9ef1-5f97468f4f26 | Clause:
The Options will not participate with respect to any dividends or other distributions on account of Class A Common Stock until exercised.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Participations |
ee358cdc-d28e-4cb6-a696-19066a33f31e | Clause:
The parties recognize and agree that each party has relied on this Agreement and expended considerable effort and resources related to the transactions contemplated hereunder, that the rights and benefits conferred upon Buyer and Seller herein are unique, and that damages may not be adequate to compensate eithe... | Label: Specific Performance |
7504b327-0050-4f30-bb02-0a6f0c5deef9 | Clause:
The Borrower agrees to defend, protect, indemnify and hold the Collateral Agent and each of the Lenders, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, cost... | Label: Indemnifications |
bdbf793a-6978-4216-822f-c2ee1651439f | Clause:
This Agreement shall inure to the benefit of and be binding upon the Company and its successors.
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, Authoriza... | Label: Successors |
96329440-14ca-447b-8a82-914de35649d3 | Clause:
Immediately after giving effect to this Amendment on the Effective Date, the representations and warranties of the Company and each other Loan Party set forth in the Loan Documents (including, for the avoidance of doubt, in the Credit Agreement) are true and correct in all material respects on and as of the Eff... | Label: Warranties |
44ee7543-a837-4791-ad8f-7b829cf384a7 | Clause:
Buyer shall, at all times during its activities on the Property, both during the Inspection Period and until the Closing, obtain and keep in full force and effect the insurance described below. In accordance with section (iv) below, prior to any entry onto the Property under this Agreement, and as evidence of ... | Label: Insurances |
1f6141c0-a0fc-4dcd-a530-749ab288a087 | Clause:
This Agreement may be terminated at any time prior to the Third Closing by either the Seller or the Buyer, in their sole discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Terminations |
1a51cce9-5866-4446-bf5a-618158cf8f68 | Clause:
This Agreement, together with any Partner Agreements and, to the extent applicable, the Registration Rights Agreement, the Exchange Agreement, the Tax Receivable Agreement and the Class B Shareholders Agreement, constitutes the entire agreement among the Partners with respect to the subject matter hereof and, a... | Label: Entire Agreements |
438c6d43-af48-483c-a74a-fb52d1c689a8 | Clause:
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. A party’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right such party may have hereunder... | Label: Miscellaneous |
1d96990d-0d47-44c0-b494-51a81538dd87 | Clause:
EXCEPT TO THE EXTENT SUCH WAIVER IS EXPRESSLY PROHIBITED BY LAW, THE GUARANTOR HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY JURISDICTION AND IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS GUARANTY, THE OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT HERETO OR THERETO OR... | Label: Waiver Of Jury Trials |
befb26c9-a72f-4805-ae95-a3ed2b31fb03 | Clause:
The authorized, issued and outstanding capital stock of the Company is as set forth in the SEC Reports (as defined herein) and all issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable. Except as set forth in the Memorandum and the SEC Reports, (i) there ... | Label: Capitalization |
fcbd598e-9afe-49a3-a6ef-47b164a9a404 | Clause:
From and after the Closing, the Sellers, excluding G&D, shall promptly deliver to Purchaser all correspondence, papers, documents and other items and materials received by either Seller or found to be in the possession of either Seller which pertain to the Company or the Business. Upon the reasonable request of... | Label: Cooperation |
bed58275-7a5f-41bf-a138-d4a8bc27373c | Clause:
Any provision of this Sublease that shall be prohibited or unenforceable in any jurisdiction or with respect to any person shall, as to such jurisdiction or person, be ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such prohi... | Label: Severability |
a2d3e4df-2acc-4b36-8ce7-938787de6de5 | Clause:
During the term of this Agreement, the Founder shall be employed by the Employer and shall serve as Chief Visionary Officer . The Founder shall serve in such offices or positions with the Employer or any subsidiary of the Employer and such substitute or further offices or positions of substantially consistent r... | Label: Duties |
cedd60a8-2622-4e07-9118-9a1fd03e2f46 | Clause:
(i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires... | Label: Taxes |
947aaeb3-3967-4f0d-8186-9490937432d2 | Clause:
No approval or consent of, or filing with, any person, entity or Governmental Authority is required in connection with the transactions contemplated hereby or the execution, delivery or performance by Buyer of this Agreement or any other agreement or document delivered by or on behalf of Buyer in connection her... | Label: Consents |
857b47a6-d51d-4d85-8c52-baf2fb4decc1 | Clause:
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal offices. Any notice required to be delivered to Participant under this Agreement shall be in writing and addressed to Participant at Participant’s ... | Label: Notices |
c28df4d7-82ce-48ab-aaa2-58b8d6407b8d | Clause:
There is no action, suit, audit, proceeding, administrative proceeding, investigation or arbitration (or series of related actions, suits, audits, proceedings, investigations or arbitrations) before or by any governmental authority or private arbitrator pending or, to the knowledge of the Company, threatened ag... | Label: Litigations |
0315c453-e4c6-4639-8194-041986b7c366 | Clause:
Subject to Sellers’ and Buyers’ disclosure rights pursuant to Section 6.5 , all non-public information provided by Seller or Buyer to Buyer or Seller, respectively, or obtained by Buyer or Seller relating to the Properties or either Party, including, without limitation, (a) any environmental assessment or audit... | Label: Confidentiality |
d3d8f14f-6f9e-4c56-b8a7-1f1292337354 | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. Delivery of a copy of this Agreement bearing an original signature by facsimile transmission or... | Label: Counterparts |
4e54c541-9a0a-47a9-a3d3-c7fcf91883f0 | Clause:
No Individual Borrower is a party to any agreement or instrument or subject to any restriction which is reasonably expected to result in a Material Adverse Effect. No Individual Borrower is in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authori... | Label: Agreements |
630bae90-20b2-42e2-94c0-bddaba5c8fb8 | Clause:
During the Term, Executive shall be entitled to five weeks of paid time off (“ PTO ”) each full calendar year. Any PTO shall be taken at the reasonable and mutual convenience of Company and Executive. Holidays shall be provided in accordance with Company policy, as in effect from time to time.
Task: Classify t... | Label: Vacations |
c0b1e0f0-67cd-48b8-adbc-0fd62e6fd07c | Clause:
From time to time and without additional consideration, the Stockholder shall execute and deliver, or cause to be executed and delivered, such additional instruments, and shall take such further actions, as are reasonably necessary in order to perform its obligations under this Agreement.
Task: Classify this c... | Label: Further Assurances |
ab3f68d7-81ca-45e8-8f5d-6c4b2a299bb7 | Clause:
This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Assignments |
ad3fe6e2-99ca-4a5c-ae86-eb91155e54f5 | Clause:
This option is granted under and subject to the terms of the Plan, which is incorporated herein by this reference. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and/or the Notice.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Defined Terms |
6f853c22-9fd6-4bdb-89c8-30f65084bdab | Clause:
This Guaranty may be executed in any number of counterparts, each of which shall collectively and separately constitute one and the same agreement. Delivery of an executed signature page to this Guaranty by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart o... | Label: Counterparts |
8c9cdb4e-b727-49f0-bc4a-0a0b29d34ad2 | Clause:
The Bank shall, subject to the conditions and findings set forth in 12 C.F.R. §7.2014, indemnify Executive, and shall promptly pay to Executive, in advance of the final disposition of Proceeding to which Executive is a Party by reason of his service in his Official Capacity, the reasonable Expenses incurred by ... | Label: General |
863a1c5f-391d-451e-a795-5d892cf7e11d | Clause:
All of the covenants or other agreements of the parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance. The representations and warranties ... | Label: Survival |
80285f22-5201-436c-a13c-6127583d616a | Clause:
Seller and Purchaser hereby covenant and agree that, at all times after the Effective Date and continuing until the Closing, unless consented to in writing by the other party (which consent may be granted or withheld in the sole discretion of the party whose consent is being requested), no press release or othe... | Label: Confidentiality |
5187e5bc-30bf-4e65-800b-73199d8db166 | Clause:
The Swingline Lender (i) may at any time in its discretion and (ii) as directed by the Administrative Agent from time to time on not less than one Business Day’s written notice to the Swingline Lender shall, by written notice given to the Administrative Agent ( provided such notice requirements shall not apply ... | Label: Participations |
dcdff8e5-c30b-46af-9116-14ab3fa65d51 | Clause:
This Amendment shall be effective upon the execution hereof by all Members and the exercise of the Warrant in accordance with its terms (the “ Effective Date ”). Except as expressly provided to the contrary in this Amendment, all provisions of the Operating Agreement remain in full force and effect. In the even... | Label: Effectiveness |
8aec66c2-13be-4860-bf5b-240a342db6ad | Clause:
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all such counterparts taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic delivery in PDF fo... | Label: Counterparts |
4910f5f1-1c37-4bbb-914f-06656cdfa0dc | Clause:
This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto (except with respect to the Severance and the Restrictive Covenants), shall be governed by and construed in accordance with the laws of the State of Delaware (but not including any choice of law rule th... | Label: Governing Laws |
ee8ab148-ee84-42ce-a7a4-4a7eb1fe3cdf | Clause:
All representations, warranties and covenants of Purchaser in this Agreement shall expire and be of no further force and effect as of the last day of the Survival Period except to the extent, and only to the extent, if any, that Seller shall have given Purchaser written notice during the Survival Period of any ... | Label: Survival |
564e3f48-5d28-400f-a2ca-2059bd2e40d7 | Clause:
All notices under this Agreement (including the General Release) must be given in writing and directed to the addresses indicated in this Agreement or any other address designated in writing by either party. All written notices to Adverum Biotechnologies, Inc. must be directed to Adverum’s General Counsel, at t... | Label: Notices |
a46b5057-1da5-4334-b4dd-3a6a949b879f | Clause:
This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Texas, as such laws are applied to agreements entered into and to be performed entirely within Texas between Texas residents. Each of the parties irrevocably consents to the exclusive per... | Label: Governing Laws |
bbb3ceb0-ef6e-47dc-b2dd-1b849afeb896 | Clause:
This Letter Agreement may not be amended or otherwise modified without the prior written consent of CF Corp and Sponsor. Any such amendment shall be subject to the Company’s written consent to the extent required under the Merger Agreement. This Letter Agreement constitutes the sole agreement, and supersedes al... | Label: Entire Agreements |
c01bc3f4-976d-4b6b-a699-b3586efc1496 | Clause:
The Borrower and the Restricted Subsidiaries have good and marketable title to, or a valid license or right to use, all patents, patent rights, trademarks, servicemarks, trade names, copyrights, technology, software, know-how database rights, rights of privacy and publicity, licenses and other intellectual prop... | Label: Intellectual Property |
33d0ecd1-1bd1-4a0f-ba11-ca2502a83f38 | Clause:
This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Entire Agreements |
518851ea-9241-4898-8799-d11fb60bd25d | Clause:
All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business or as... | Label: Successors |
7b760e0a-c179-4183-bca4-07ccde8d1fec | Clause:
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and sent via overnight courier service t... | Label: Payments |
e99a4cf6-774c-457f-9af9-acbe20525a8c | Clause:
Unless the context otherwise requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter, the singular includes the plural, and the plural includes the singular. Any references to Articles and Sections refer to articles and sections of this Agreement, and all references... | Label: Construction |
4f30a7c1-6208-41ba-a200-d19041d28d81 | Clause:
This Agreement, including the attached exhibits, constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all such prior and contemporaneous understandings and agreements, whether oral or written, regarding such subject matter (including, without limitation, ... | Label: Miscellaneous |
a4ae6567-5078-4e26-ab78-9a8028201a5b | Clause:
Except as otherwise provided in the Plan, this Agreement may be amended only by a written agreement executed by the Company and Grantee. The provisions of this Agreement may not be waived or modified unless such waiver or modification is in writing and signed by a representative of the Committee.
Task: Classi... | Label: Amendments |
a9a62202-5f3d-47d6-8173-54922222c11e | Clause:
The Company shall withhold from any amount payable to an Eligible Employee pursuant to this Plan, and shall remit to the appropriate governmental authority, any income, employment or other tax the Company is required by applicable law to so withhold from and remit on behalf of such Eligible Employee.
Task: Cla... | Label: Tax Withholdings |
dd99c765-f23c-4e23-9a68-8a1045702587 | Clause:
If any provision of the Plan is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included .
Task: Classify this clause into ONE of these types (exactly ... | Label: Severability |
390b8ea5-e042-4ebf-b602-9769888771cd | Clause:
The Calculation Agent shall initially be Citibank. The Calculation Agent is appointed for the purpose of making calculations and verifications as provided in this Section 3.1(a) . The Calculation Agent, as agent for the Noteholders, shall provide all services necessary to fulfill the role of Calculation Agent ... | Label: General |
d046f808-4315-419a-8eeb-be012f706d78 | Clause:
None of the Company or any Subsidiary will enter into any Sale/Leaseback Transaction unless (a) (i) the sale or transfer of the property thereunder is permitted under Section 6.05, (ii) any Capital Lease Obligations arising in connection therewith are permitted under Section 6.01 and (iii) any Liens arising in ... | Label: Sales |
106628e1-f167-4565-b2f0-d7a62c42fd80 | Clause:
LOGGENBERG hereby acknowledges that he agrees to submit all claims against THE COMPANIES (including but not limited to statutory and common law employment or tort claims, claims for breach of this agreement, or any other claims against THE COMPANIES) to binding arbitration with the American Arbitration Associat... | Label: Arbitration |
cd748fa2-3482-4bb0-b730-43bd935fdff3 | Clause:
Promptly notify Agent and GSO in writing of any claim, litigation, suit or administrative proceeding affecting Borrowers or any Guarantor, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reas... | Label: Litigations |
26d5d5af-c8f9-4e0a-b4c7-ad3efcb8b620 | Clause:
In the event that any provision of this Agreement shall be determined to be superseded, invalid, illegal or otherwise unenforceable (in whole or in part) pursuant to applicable law by a court or other governmental authority, the Parties agree that: (a) any such authority shall have the power, and is hereby requ... | Label: Severability |
074d31af-b043-4716-8b48-723f303186b5 | Clause:
The representations and warranties of the Borrower and Lender made herein or in any certificates delivered in connection with the Closing shall survive the Closing without limitation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Warranties |
d08920d1-3af7-4e31-9ef2-b7c526595319 | Clause:
Notices hereunder shall be made as described in the Purchase 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, Authorizations, Base Salary, Benef... | Label: Notices |
c421408e-1699-4b7c-bf38-bc315ddbabc5 | Clause:
All warranties and guaranties and other similar rights against third parties held by Seller with respect to any Improvements or Personal Property , to the extent the same are transferable , or, if any consent is necessary to effectuate such a transfer , upon Purchaser 's prior request, Seller shall reasonably c... | Label: Warranties |
545e13d1-8f43-4e80-9ebd-48eeb2dc0906 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of Delaware, both substantive and remedial, without regard to Delaware conflicts of law principles. Any judicial proceeding brought against either of the parties to this Agreement or any d... | Label: Governing Laws |
eafa28e4-1845-482e-a45a-6e24012bd137 | Clause:
Grantee agrees not to disclose, directly or indirectly, to any other employee, director or consultant of TeleTech or an Affiliate and to keep confidential all information related to any Awards granted to Grantee, pursuant to the Plan, including the amount of any such Award and its vesting schedule.
Task: Class... | Label: Confidentiality |
91c102d5-8981-4d38-b174-28357dd5c78c | Clause:
Prior to the Discharge of Priority Lien Obligations, the Priority Lien Agent agrees that if it shall at any time hold a Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any Account in which such Collateral is held, and if such Collateral or any such Acc... | Label: General |
70a7b093-02b7-44e5-96f6-f2edeca1dd97 | Clause:
This Award Agreement may be amended from time to time by the Committee in its discretion; provided , however , that this Award Agreement may not be modified in a manner that would have a materially adverse effect on the Restricted Stock Units as determined in the discretion of the Committee, except as provided ... | Label: Amendments |
2b28e13d-deea-4bc6-858e-ead2491789f2 | Clause:
The parties hereby consent to the jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consen... | Label: Consent To Jurisdiction |
f791efc8-5c64-41b8-b85d-fab03e75c177 | Clause:
Subject to the terms and conditions of this Agreement, (a) Descartes shall transfer to Fermat the Acquired Ag Assets and Fermat shall assume the Assumed Ag Liabilities and (b) Fermat shall transfer to Descartes the Acquired H&N Assets and Descartes shall assume the Assumed H&N Liabilities, as described in more ... | Label: Closings |
4cc51952-dceb-4457-bb77-27b4e1288746 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
1ff11f12-cf89-4dcb-9a07-ddf0a79ff6bd | Clause:
The covenants, agreements, representations and warranties contained in or made in Sections 2, 3, 4, 5, 6, 7 and 8 of this Release shall survive Executive’s termination of employment or any termination of this Release.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Survival |
35b4ee35-33c8-4db6-85e3-22a471b1554d | Clause:
This First Amendment shall become effective on the First Amendment Effective Date, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Effectiveness |
c19907cb-18a0-45ef-af94-b5384a850ff3 | Clause:
This Agreement shall remain in effect from the date hereof through and including the date upon which all Obligations shall have been paid and satisfied in full. The Lender shall release all Liens on the Collateral in favor of the Lender upon repayment in cash of the outstanding principal of and all accrued int... | Label: Terminations |
88cae482-eeee-440b-9399-49b1676a05bc | Clause:
This Amendment No. 1 may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amen... | Label: Miscellaneous |
c7a6479b-a0fd-4c0c-87da-bd0c46b099ab | Clause:
The Closing of this Agreement shall take place at the offices of Paul Law Group, LLP, 902 Broadway, 6 th Floor, New York, NY, at 9:00 A.M. EST on May 6, 2016, or at such other time and place as the Company and Eagle pursuant hereto shall mutually agree, either orally or in writing (which time and place are desi... | Label: Closings |
7226b404-7e21-47cb-8422-733a21d6e120 | Clause:
No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Borrower or any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effecti... | Label: Amendments |
b2b30349-a986-4566-8d48-4f277cdd6b1b | Clause:
This Guaranty is an amendment, restatement and consolidation of, but not a release, novation, extinguishment, discharge or satisfaction of any indebtedness, liabilities, obligations, waivers or agreements of each of the Guarantors under, the Existing Guaranties. Each of the Guarantors affirms and ratifies its w... | Label: Amendments |
01a722d8-203c-4f03-a52c-c3752d8ff629 | Clause:
The Employee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Employee und... | Label: Representations |
c39e67ab-5aee-41d8-9e14-735660c8684f | Clause:
Delivery of a Notice or Request for a Revolving Credit Loan shall be made to the Lender at the address for notices in Section 11.4, or such other address designated by the Lender from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Notices |
f3abdbc4-8e38-4b66-91c2-cec1112a5581 | Clause:
This Agreement shall commence on the Effective Date, and this Agreement shall remain in effect until the 10th anniversary of the Effective Date (the “ Initial Term ”) and thereafter on a Year to Year basis until terminated by Gatherer or Producer effective upon the expiration of the Initial Term or the expirati... | Label: Terms |
9e0ccd4d-8f4f-445c-9638-702ff328b3ef | Clause:
Debtor is not in violation of any applicable statute, rule, regulation, order or restriction of any Governmental Body having jurisdiction over the Debtor in respect of the conduct of its business or the ownership of its properties. No governmental orders, permissions, consents, approvals or authorizations are r... | Label: Compliance With Laws |
d2fab3b2-36c4-4957-8b13-4dd3c9de3e91 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplate... | Label: Severability |
9d0f3ee4-e96e-47a3-9d8a-62f8a4794626 | Clause:
THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE... | Label: Governing Laws |
1f383594-8037-4163-a453-9ee085c932fd | Clause:
You are authorized to incur such reasonable expenses as may be necessary for the performance of your duties hereunder in accordance with the policies of the Company, as established and may be modified from time to time, and the Company will reimburse you for all such authorized expenses upon submission of an it... | Label: Expenses |
8759f7fb-249c-467b-901d-9533a6995d5d | Clause:
Employee is engaged and shall serve as Executive Vice President and Chief Operating Officer of Employer. In addition, Employee shall have such other duties and hold such other offices as may from time to time be reasonably assigned to him by the Board. These services shall be provided from offices located in Al... | Label: Duties |
49473150-19c7-4ad6-b97a-374c66779427 | Clause:
EACH CREDIT PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO T... | Label: Submission To Jurisdiction |
abe15d97-dc03-4f01-9be5-e827cc2f1c43 | Clause:
Neither Party shall disclose the terms set forth in this Agreement or any Schedule to any person except (i) as required pursuant to any Applicable Law or self-regulatory or accounting disclosure requirement; (ii) as may be aggregated anonymously with other information pertaining to purchases and sales of petrol... | Label: Confidentiality |
74d6ce2b-d581-4b74-a579-23120ac558da | Clause:
Notwithstanding any provision hereof to the contrary, the Borrower shall pay all out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of counsel for the Lender) in connection with the negotiation, preparation, execution, filing, recording, refiling, re-recording, modification ... | Label: Expenses |
4baac3de-033f-4acd-8417-04f158c2f947 | Clause:
Section 11.9 of the Credit Agreement is hereby incorporated by reference into this Second Amendment and shall apply to this Second Amendment, mutatis mutandis .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Severability |
871f0b16-00b2-4505-a7f6-3dbf127a4a08 | Clause:
Each of Borrower and Guarantors (a) acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms, and (b) waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Guarantors, Administrative Agent , L/C Issuer and each Lender do hereby ... | Label: Agreements |
c281e00c-68f2-4440-ba19-126bc665885c | Clause:
(a) Authority of the Representatives . Any action by the Initial Purchasers hereunder may be taken by the Representatives on behalf of the Initial Purchasers, and any such action taken by the Representatives shall be binding upon the Initial Purchasers.
Task: Classify this clause into ONE of these types (... | Label: Miscellaneous |
fc998495-4305-4aaa-90dc-152c5c1af40c | Clause:
Neither such Purchaser nor any of its affiliates is a party to any contract, agreement or understanding with any person that would give rise to a claim against the Company for a financial advisory fee, brokerage commission, finder’s fee or like payment in connection with the Offering.
Task: Classify this claus... | Label: Brokers |
f05ba93d-5404-4f48-abf9-d2df9817a212 | Clause:
Lender may terminate the Commitment, without notice, at any time that an Event of Default exists. The Commitment shall automatically terminate upon the occurrence of an Event of Default resulting from the commencement of an Insolvency Proceeding by or against Borrower. Borrower may terminate the Commitment (in ... | Label: Terminations |
56750a7c-8e88-4b36-9dae-217460037da1 | Clause:
This Termination Agreement is the entire agreement between the parties regarding the subject matter contained herein. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding the subject matter contained herein. This Terminatio... | Label: Entire Agreements |
9d8f20aa-6036-4b7a-b0be-f64a55d9ce90 | Clause:
This Agreement may be executed in any number of identical counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all purposes. Transmission by facsimile, “pdf” or similar electronic copy of an executed counterpart of this Agreement shall b... | Label: Counterparts |
941f79e2-73bf-45cb-a450-89cd8f6f20a9 | Clause:
As of August 24, 2017 (the “ Reference Date ”), a total of 5,003 shares of Series X Preferred Stock of the Company and 7,599,165 shares of Common Stock were issued and outstanding. Other than in the ordinary course of business, the Company has not issued any capital stock since the Reference Date other than pur... | Label: Capitalization |
596e7b93-6b68-4f95-85a3-6a91b97c1463 | Clause:
The term of this Agreement (the “ Term ”) and Consultant’s engagement shall commence on the Effective Date and continue until the earlier of (i) the last day of the month in which the final vesting date of any three- (3-) year cliff vesting performance units (or similar awards) held by Consultant is scheduled t... | Label: Terms |
6f3a2583-0b0e-4a3a-ad43-e74fffafd4e8 | Clause:
Upon the occurrence of an Event of Default, all of the rights and remedies provided to the Trustee or the Beneficiary in this Deed of Trust and any other collateral security documents shall immediately become available to the Trustee and the Beneficiary, and the Trustee and the Beneficiary shall have all other ... | Label: Remedies |
fcc08dc4-ae7f-4e35-8db2-c12cb6c9f3bf | Clause:
Except as set forth herein or in the other Transaction Documents, the execution and delivery by it of this Agreement and the other Transaction Documents to which it is a party, the performance by it of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof applicabl... | Label: Liens |
7acdf297-3263-4929-a022-28342131ec2b | Clause:
The Executive acknowledges that, regardless of any action taken by the Company or, if different, the Executive’s employer (the “ Employer ”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Executive’s pa... | Label: Tax Withholdings |
9ba54ba7-59f5-403d-a097-0a33c8286f4a | Clause:
As of the Effective Date, (a) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (b) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its ... | Label: Authority |
84c608a8-4beb-4cfd-855c-dd714174c439 | Clause:
Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and sufficient shares are r... | Label: Capitalization |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.