id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
002e8c1e-6432-47b5-ade4-9f84b36ac88d | Clause:
TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER AND BORROWER HEREBY VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY LITIGATION OR PROCEEDING IN A STATE OR FEDERAL COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE OTHER TERM LOAN DOCUMENTS OR THE SECURED OB... | Label: Waiver Of Jury Trials |
27ee0522-c9db-49a8-9c6b-a9d93c6d833c | Clause:
Executive agrees to cooperate and assist in the investigation, prosecution or defense of any potential claims or concerns regarding Company's or any affiliates' business about which he has relevant knowledge, including: (i) by providing truthful information and testimony as reasonably requested by Company; and... | Label: Cooperation |
6849d00c-bce8-4001-9873-f597d7247a8b | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. Executed copies hereof may be delivered by facsimile or by email in a PDF attachment, and upon receipt, shall be deemed originals and binding upon ... | Label: Counterparts |
7c85a20f-420d-416e-aef8-7761ff9ba225 | Clause:
Whenever the Borrower desires the issuance, amendment, extension or renewal of a Letter of Credit, it shall deliver to the Issuing Bank, with a copy to the Administrative Agent, an Issuance/Amendment Notice no later than 12:00 p.m. (New York City time) at least five Business Days, or in each case such shorter p... | Label: Amendments |
5e9b2a21-6a7f-486a-8450-fc21cf4b1336 | Clause:
(a) Each of the Companies and their Subsidiaries has complied and is in compliance, in all material respects, with the Sanctions Laws and Regulations and with the United States Foreign Corrupt Practices Act of 1977, as amended and any similar laws, rules or regulations issued, administered or enforced by any Go... | Label: Anti-Corruption Laws |
1dc99666-42ad-408e-a662-0fc22804f688 | Clause:
All notices, demands requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered... | Label: Notices |
581f69c1-b3b9-4cb7-9772-d516e804303e | Clause:
Consultant shall deliver to the Company no later than the 10 th day of each month an invoice for the costs and expenses incurred during the preceding month that are reimbursable under Section 2 and outlining the services performed and reimbursable costs and expenses incurred. Payment for each invoice shall be m... | Label: Payments |
1087469c-d69f-4b40-a423-15b6136814c9 | Clause:
Energen agrees to pay promptly as incurred, to the full extent permitted by law, all legal, accounting and other professional fees and expenses (“Professional Fees”) which Executive may reasonably incur (i) as a result of any contest (regardless of the outcome thereof) by Energen, Executive or others of the val... | Label: Expenses |
76eb593a-8008-4669-b494-32b5a8624ffb | Clause:
None of the Borrower, BPI or any Subsidiary will, directly or knowingly indirectly use the proceeds of any Loan or use any Letter of Credit for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other ... | Label: Anti-Corruption Laws |
afd55ff4-d521-4d15-a0dc-9d37dc374d7c | Clause:
This Guaranty shall amend and restate the Existing Guaranty. Each Guarantor intends that this Guaranty shall not cause a novation of the obligations of such Guarantor under the Existing Guaranty, nor shall it extinguish, terminate or impair the obligations or the rights or remedies of the Administrative Agent u... | Label: Amendments |
d48dc04b-1261-4671-a845-717197fcd819 | Clause:
Borrower will execute and deliver all such further instruments and do all such further acts and things as Lender may reasonably request in order to fully effectuate the purposes, terms and conditions of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, gi... | Label: Further Assurances |
88a81283-43da-4352-860a-8d8daadf93ac | Clause:
For purposes of this Note, the following definitions apply. Capitalized terms not otherwise defined herein shall have the meanings given in the Membership Agreement dated of or around even date herewith.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Defined Terms |
2e049c40-0fe6-4924-beff-a6c8109b3b75 | Clause:
The Tenant shall arrange at the Tenant's expense and submit to the Landlord copies of its audited annual Financial Statements and the report of its auditors as soon as available and in any event within one hundred and twenty (120) days after the close of every financial year of the Tenant (beginning with the cu... | Label: Financial Statements |
47863ef4-b256-4966-b7bd-cd202d5f62fc | Clause:
Subject to Section 3, a Participant will be 100% vested if he remains employed with the Company or any Affiliate or Subsidiary on February 29, 2020 (the “Vesting Date”). For purposes of the Agreement, the “Vesting Period” is the period from the first day of the calendar month that includes the Date of Grant thr... | Label: Vesting |
60f21046-2478-4786-abe1-d54e31159e0f | Clause:
Except as the Committee may at any time otherwise provide, if Participant incurs a Disability (as such term is defined in the Plan) prior to the Vesting Date, then all unvested Shares subject to the Award shall become vested and nonforfeitable and payout of the Shares shall be made at the Target Award payout le... | Label: Disability |
829de36e-2e27-43b0-97ec-e75a01d64ac5 | Clause:
The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereby agree that any actio... | Label: Applicable Laws |
8d0c85c9-551f-47f5-85b7-59df03c2bcb7 | Clause:
This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Purchaser, the Company, the Purchaser Representative and the Seller Representative.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Amendments |
4999cdf5-28f6-4b2c-8838-d8b198dac664 | Clause:
All representations, warranties, covenants, conditions and agreements contained herein which either are expressed as surviving the Expiration Date or which, by their nature, are to be performed or observed, in whole or in part, after the termination or expiration of this Lease, shall survive the termination or ... | Label: Survival |
22e9c47e-686f-4802-99dc-db9bce9a97fa | Clause:
The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obli... | Label: Survival |
4a860939-bb68-46b4-a882-db9f9db704d0 | Clause:
This Agreement (including Appendix “A,” Appendix “B”, and Appendix “C” as each may be amended from time to time) contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof, including without limitation the Existing Employment ... | Label: Entire Agreements |
13c1448e-5d9a-4abd-ad7f-7e3687c62ce2 | Clause:
If Executive breaches any of the provisions contained in Paragraphs 5, 6 or 7 above, Company shall have the right to immediately terminate all payments and benefits due under this Agreement and shall have the right to seek injunctive relief. Executive acknowledges that such a breach of Paragraphs 6, 7, or 8 wou... | Label: Remedies |
f495afe0-26fb-46c3-8da3-cb409bddff15 | Clause:
Any Lender may at any time, without the consent of, or notice to, Borrower, but subject to the prior written consent of Administrative Agent, sell participations to a Participant in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and... | Label: Participations |
d928af01-a15a-4649-93f0-3e19b73e7e56 | Clause:
This Agreement shall be deemed to be a contract under the Laws of the State of Ohio without regard to its conflict of laws principles. Each standby Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs and Practice for Documentary Credits, as most recently publ... | Label: Governing Laws |
a6c65f14-55ba-4d89-8c38-753bd25a150a | Clause:
Debtor shall, at its expense, keep its business and assets (including the Collateral to the extent appropriate), and the business and assets of any subsidiary, insured as provided in the NPA. All insurers and insurance coverage shall be reasonably acceptable to the Secured Party. If Debtor at any time fails to ... | Label: General |
346da9c2-36bb-43ee-91f7-ff75bb05fb1f | Clause:
The Interests that are the subject of this Option Agreement shall vest upon the Effective Date and are exercisable respectively for a period of eighteen months, until January 19, 2019. All interests purchased pursuant to the Agreement will bear a Rule 144 restrictive legend and shall be Restricted Common Stock ... | Label: Vesting |
38bceb06-93ac-4c2e-b449-7eb1c7e0182b | Clause:
This Assignment may be executed in counterparts, which taken together shall constitute one original instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Counterparts |
4f0f3e26-fbd1-49d7-8f41-12f605e86f76 | Clause:
The Employee’s employment under this Agreement will terminate upon his death.
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,... | Label: Death |
84fd57b3-fb4d-4b43-b71c-9264958fd220 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the ap... | Label: Releases |
bcd2c301-d024-4a27-84d0-d0c2f20d21e9 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b... | Label: No Conflicts |
5ce32d6b-db2f-4475-82b1-1663e6efa9c6 | Clause:
Borrowers shall use the proceeds of the Loans solely for (a) transaction fees incurred in connection with the Financing Documents and the payment in full on the Closing Date of certain existing Debt, and (b) for working capital needs of Borrowers and their Subsidiaries. No portion of the proceeds of the Loans ... | Label: Use Of Proceeds |
f1518611-3ee9-417c-b151-2488ee6306ce | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic exchange bearing the copies of a party's signature shall constitute a valid and bi... | Label: Counterparts |
143f49ce-d818-4168-923f-8dca40fe7a77 | Clause:
Except as may otherwise be provided by the Committee either in the Award Agreement or in writing after the Award Agreement is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s cessation of Service Relationship with the Company and any S... | Label: Terminations |
1d00c9a3-0813-41d6-8652-2df86448e451 | Clause:
Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit denominated in Dollars or an LC Alternative Currency (in the case of U.S. Letters of Credit) for the account of the U.S. Borrowers or Letters of Credit denominated in Dollars, Canadian... | Label: General |
d476c976-a803-406e-b422-4b5582adfd65 | Clause:
(a) The U.S. Borrower agrees to pay to the Administrative Agent for the account of each U.S. Revolving Lender a commitment fee, which shall accrue at a rate equal to (i), if the average daily unused portion of the U.S. Commitments is greater than 50% of the total U.S. Commitments during the period in respect of... | Label: Fees |
e76d30b9-bd14-424d-9b9c-bfc41516f6a1 | Clause:
Except as set forth in Schedule 7.1(c) , none of the execution or delivery of this Agreement by the Company, the consummation of the transactions contemplated herein, or the performance of or compliance with the terms and provisions hereof by the Company will: (i) violate or conflict with any provision of the C... | Label: No Conflicts |
8436a860-0046-4e8e-98a8-ca6b54820368 | Clause:
During the Employment Term, Executive shall serve as interim President and Chief Executive Officer of the Company and shall report solely to the Board. Executive agrees that he shall perform his duties faithfully and efficiently and to the best of his abilities, subject to the directions of the Board. Executive... | Label: Duties |
6e0a84ec-ba74-42b3-b3a5-22220676f9d2 | Clause:
The following definitions shall apply herein: ” is defined in Paragraph 13 below.
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 Sal... | Label: Definitions |
fe1085bb-4834-4f0f-a77e-fb19b4ad0920 | Clause:
No Affiliate of the Company (a) owns or has any interest in any property (real or personal, tangible or intangible), Company Intellectual Property or Contract used in or pertaining to the business of, the Company, (b) has any Action against the Company or (c) owes any money to, or is owed any money by (other th... | Label: Transactions With Affiliates |
1b4fa878-1759-4d10-a7fb-b30d8eb78f0c | Clause:
No provision hereof shall be modified or limited except by a written agreement expressly referring hereto and to the provision so modified or limited and signed by all parties to this Agreement, and without limiting the foregoing, no course of conduct, usage of trade or law merchant shall modify or limit any pr... | Label: Modifications |
932b5926-85d8-4c69-a30b-292941c4d7d4 | Clause:
The Lenders, the Lead Arrangers and each Agent shall have received all fees required to be paid, and all reasonable expenses for which invoices have been presented (including, without limitation, the reasonable fees, disbursements and other charges of counsel to the Agents), on or before the Closing Date. All s... | Label: Fees |
eb9c381f-cb54-4e42-af3d-1ef34e5db27f | Clause:
Consistent with Company’s policy for executive employees, the Executive will not accrue paid vacation but will be entitled to take vacation in accordance with the Company’s Flexible Time Away Policy, in consultation with the Board.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Vacations |
7d212385-28db-48f3-afee-1ef4df4708b5 | Clause:
The Company shall pay the Executive an annual rate of base salary of $600,000.00 in periodic installments in accordance with the Company’s customary payroll practices, but no less frequently than monthly. The Executive’s base salary shall be reviewed at least annually by the Board and the Board may, but shall ... | Label: Base Salary |
dff93c0a-9852-4834-b0ae-e6cd180ca56e | Clause:
In the event of Buyer has been unable to satisfy its conditions to Closing on or before the Closing Date, Seller may retain the Earnest Money Deposit, and the Nonrefundable Payment if then paid, as its sole damages. Buyer and Seller hereby acknowledge and agree that money damages would not be a sufficient remed... | Label: Remedies |
9eb0dfec-1232-49f9-90ad-fb93bbf97b8a | Clause:
Each party’s obligations under this Section 2.09 shall survive the resignation or replacement of Lender or any assignment of rights by, or the replacement of, Lender, the termination of the Commitment and the repayment, satisfaction or discharge of all obligations under any Credit Document.
Task: Classify this... | Label: Survival |
89576a7d-b209-4581-983c-558bccd5dace | Clause:
Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Plan Effective Time, to the extent such Su... | Label: Subsidiaries |
1ffa3780-3179-41bf-8105-7d4ee1dbd2cf | Clause:
This Agreement may be executed in any number of counterparts with the same effect as if Producer and Gavilon had signed the same document and all counterparts will be construed together and constituted as one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Counterparts |
a2be43d9-670c-4257-8ea1-7ff76438959f | Clause:
Tenant represents and warrants that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Amendment, other than Kidder Mathews (“ Broker ”), and agrees to reimburse, indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord, at Tenant’s ... | Label: Brokers |
fc45b6ea-de4a-4d02-9f75-2dd20d159461 | Clause:
Upon termination of this Agreement pursuant to Section 8.2 (but for clarity, not in the case of its Expiration), and upon the request of the disclosing Party, the receiving Party shall promptly return to the disclosing Party or destroy all copies of Confidential Information received from such Party, and shall r... | Label: Terminations |
19814122-c835-490e-b3de-07bd9254ddac | Clause:
This Agreement may not be amended, modified or waived, in whole or in part, except by an agreement in writing signed by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Amendments |
f1be0344-fbda-4534-bdc2-5daed1535034 | Clause:
This Plan shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, under the laws of the State of Michigan, except to the extent superseded by federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Governing Laws |
55c7f1e1-4abf-458e-a665-847102a3fc33 | Clause:
During the Term, in exchange for Executive’s satisfactory performance of Executive’s duties and responsibilities Executive will initially be paid a Base Salary at the rate of $300,000 per annum, payable in accordance with the Company’s regular salary payment schedule and subject to applicable taxes and withhold... | Label: Base Salary |
55acc4cb-17fe-4352-a32f-e2d5d5da9f86 | Clause:
This Agreement, and Executive’s rights and obligations hereunder, may not be assigned by Executive to any third party; provided , however , that Executive may designate pursuant to Section 18.6 one (1) or more beneficiaries to receive any amounts that would otherwise be payable hereunder to Executive’s estate. ... | Label: Assignments |
b31f160f-67de-47ec-8ade-de046facb9d2 | Clause:
There is no pending Action against the SOJA Shareholder that involves the SOJA Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement or the business of SOJA and, to the knowledge of the S... | Label: Litigations |
fd94bea2-d086-48db-8949-ee40eca46a80 | Clause:
The closing of the purchase and sale of the Shares (the "Closing") shall be held at the offices of the Purchaser on or before 5:00 P.M. EST on March 31, 2017 or at such other time and place as the Company and the Purchaser may agree in writing (the "Closing").
Task: Classify this clause into ONE of these types... | Label: Closings |
5cac5c74-f815-42de-8932-4d69d435b856 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the Award, and, except as provided in Paragraph 12, supersedes and cancels any other agreement, representation or communication, whether oral or in writing, between the parties relating to the Award, provided that the Agreement ... | Label: Entire Agreements |
becd74fb-381d-40d3-adf5-bc4c3ec7b5fd | Clause:
Goodwin shall continue to be entitled to indemnification, advancement of expenses and reimbursement to the extent permitted to him under the Company’s Articles of Incorporation and By-Laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Indemnifications |
a9202b63-4ad0-4236-a082-e9e051bc1e3c | Clause:
This Assignment Agreement and the attached consent embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings between the parties hereto relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Entire Agreements |
f25e6673-a916-45ee-bde3-3b9fc5b21827 | Clause:
Any notice, request, demand or other communication hereunder shall be in writing, shall be delivered by nationally recognized overnight delivery service, postage prepaid, to the addressee at the address set forth below (or at such other address as shall be designated hereunder by written notice to the other par... | Label: Notices |
9bd42f76-ba2d-4385-99f3-2aa0c761ea5b | Clause:
Except in the case of SSN, for the Existing Litigation, each Party represents and warrants to the other Party that there is no litigation or governmental proceeding or investigation pending or, to the knowledge of such Party, threatened against such Party, that may call into question the validity of this Agreem... | Label: Litigations |
7057c511-cdbd-423c-9300-fca90ee0e12c | Clause:
Commencing on the Effective Date of this Agreement, Executive shall diligently render his services to the Company as Executive Vice President, Chief Information and Administrative Officer in a manner customary for such officers or equivalent positions, and shall use his best efforts and good faith in fulfilling... | Label: Duties |
5e29d670-f717-41a1-bebd-df46d25ceaed | 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 thi... | Label: Modifications |
f8bad4d2-9e41-42e7-b094-2cb16c4af15d | Clause:
Any notices provided for in this Agreement or the Plan will be given in writing and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provi... | Label: Notices |
8eef6381-5390-4c4d-b99d-fc4aea15021c | Clause:
All covenants, agreements, representations and warranties made by the Issuer herein and in the certificates, reports, notices or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution a... | Label: Survival |
34d4954b-2c4d-4a96-a564-ed7e08e20965 | Clause:
Employee is engaged and shall serve as one of the five directors sitting on the Board and President and Chief Executive Officer of Employer and any other direct or indirect subsidiaries of Employer that may be formed or acquired. It is the current intention of the Employer to have Employee serve Chairman of the... | Label: Duties |
aa6fce89-856b-4da3-b4e7-8e31cb66f34e | Clause:
This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other form of electroni... | Label: Counterparts |
39536b4b-8e1d-4263-acb4-4b29988433f3 | Clause:
This Agreement, together with the Protection Agreement and the Non-Compete Agreement, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the pa... | Label: Entire Agreements |
a2b06e4f-4c4a-4637-927e-a16201042568 | Clause:
This Third Amendment shall be governed by and construed in accordance with the laws applicable to the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Governing Laws |
9ae545e7-4207-4db4-9c4e-3a6093ce4931 | Clause:
Transactions with Affiliates . The Borrower will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in ... | Label: Transactions With Affiliates |
75edcf9b-4be5-4cb6-9770-63b3482fc2a6 | Clause:
In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect. In the event that any provision or portion of this Agreement shall be ... | Label: Severability |
7479c881-c5be-4afa-ace6-1c5514e0d9d0 | Clause:
Prior to the Closing, the Seller shall obtain the Consents, waivers and approvals, and timely provide notices, under the Contracts, Leases, Permits, real estate leases and other arrangements set forth on Schedule 5.2(e) , so as to preserve all rights of, and benefits to, the Buyer thereunder from and after the ... | Label: Consents |
186fe236-356b-4344-9697-f77ca9757850 | Clause:
The proceeds of the Tranche A Term Loans and the Tranche B Term Loans, together with the proceeds of the Revolving Loans made on the Closing Date and the proceeds of the New Senior Notes, will be used by the Borrower on the Closing Date solely to pay the Transaction Costs, to consummate the Existing Indebtednes... | Label: Use Of Proceeds |
c64d9fe2-ba9f-413b-9ec9-d32a0a246be3 | Clause:
Subject to the other terms of the Plan and this Agreement, within a reasonable time following each Vesting Date, the Company will issue or cause to be delivered to the Participant (or if any other individual(s) then hold the RSUs, to such individual(s)) the number of Shares the Participant is entitled to receiv... | Label: General |
1909d5ab-1b31-470f-a9a0-1254bad355ea | Clause:
Any and all notices, elections and communications required or permitted by this Agreement shall be made or given in writing and shall be delivered in person or sent by postage, pre-paid, United States Mail, certified or registered, return receipt requested, or by a recognized overnight courier such as FedEx or ... | Label: Notices |
4df0f607-7e9a-4778-93ab-e5cb8fe82233 | Clause:
This Letter may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement. The headings of the various sections of this Letter have been inserted for reference only and shall not be deemed to be a part of this Letter.
Task: Classify t... | Label: Miscellaneous |
3c97342e-13fe-4383-b2d3-db2e525c2908 | Clause:
All covenants, agreements, representations and warranties made by the Borrower in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and sha... | Label: Survival |
22de7a86-9526-4ceb-8793-168c7e81c8da | Clause:
This Amendment Number Four may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. The parties agree that this Amendment Number Four, any documents to be delivered purs... | Label: Counterparts |
e99cb16e-27ba-4894-9aab-c6c8ff6083c6 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder primarily for working capital purposes and to fund the general corporate purposes of the Company and its Subsidiaries, and to fund certain contractual obligations relating to acquisitions and to repay certain outstanding indebtedne... | Label: Use Of Proceeds |
0e935b11-ad99-4e66-aac4-1ab6b4a61838 | Clause:
This Agreement shall remain in full force and effect unless and until the Support Agreement is terminated in accordance with its terms (except for a termination of the Support Agreement on account of the consummation of the Merger). In the event that the Merger Agreement is terminated in accordance with its te... | Label: Terms |
815fad57-ee4f-437d-8f31-57de5d1c0981 | Clause:
No provision of this Agreement shall be waived by any act, omission or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party.
Task: Classify this clause into ONE of these types (exactly on... | Label: Waivers |
c0060003-bd75-417b-95aa-cd509ac992ec | Clause:
Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the most current ad... | Label: Notices |
f051d624-7112-432f-a49f-38acf3fd77fd | Clause:
The Borrower will use the proceeds of the Loans to fund, in part, the Acquisition and to pay fees and expenses in connection with the Transactions; provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any such proceeds.
Task: Classify this clause into ONE... | Label: Use Of Proceeds |
bf02fa36-b60b-4454-a35e-7520da14dbbe | Clause:
Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, applied without reference to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Applicable Laws |
e4c11f4b-e8f2-481b-8302-e54509b037a4 | Clause:
Each of the parties acknowledges and agrees that the subject matter of this Agreement, including the business, assets and properties of each of the Citywide Entities, is unique, that the other party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance... | Label: Specific Performance |
48f14bb1-a30e-4a3a-b733-c771a3ff676c | Clause:
None of the Agents or the Lenders shall by any act (except by a written instrument pursuant to Section 10.01), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exerc... | Label: No Waivers |
c54fb077-0172-40d3-ac13-cdb1d68a34dd | Clause:
The headings in this Award Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Award Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Headings |
aa47e882-8496-4c00-b25b-92351385c552 | Clause:
This Agreement shall become effective on the Closing Date and, subject to Section 12.7, shall continue in full force and effect for so long as any Obligations remain outstanding or DPW has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, DPW shall have the right to t... | Label: Terms |
f501e490-cf20-442b-a53a-6bf09d30f787 | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on ... | Label: Fees |
08732a29-bd71-473d-ad32-92d765a550a2 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borr... | Label: Participations |
efb92872-b15a-4329-a504-92b819f7a585 | Clause:
In the event that any payments made hereunder on the Obligations at any particular time are insufficient to satisfy in full the Obligations due and payable at such time, such payments shall be applied (i) first, to that portion of the Obligations consisting of fees and expenses then due and payable, (ii) second... | Label: Adjustments |
00518ddb-08c5-4b8e-a4e7-94b696b7838d | Clause:
Neither Party may issue a press releases or otherwise disclose the existence or terms of this Agreement without the prior written consent of the other Party; provided, however, that once the existence or any terms or conditions of this Agreement has been publicly disclosed in a manner mutually and reasonably ag... | Label: Publicity |
08e7f5d9-2553-4b8d-8e20-080a73c39364 | Clause:
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance ... | Label: Modifications |
bc960f7d-05f5-459e-b2b6-f1b78b425176 | Clause:
The Company shall be entitled to withhold (or to cause the withholding of) the amount, if any, of all taxes of any applicable jurisdiction required to be withheld by an employer with respect to any amount paid to Executive hereunder. The Company or DuPont, in its sole and absolute discretion, shall make all det... | Label: Withholdings |
158ea891-db7c-41a3-82d0-fdbea65f31ae | Clause:
(a) Trustor shall pay, or cause to be paid prior to delinquency, all real property taxes and assessments, general and special, and all other taxes and assessments of any kind or nature whatsoever accruing after May 30, 2017 including, without limitation, non-governmental levies or assessments such as maintenanc... | Label: Taxes |
31b151f1-9407-49eb-846a-1a3f4dca9831 | Clause:
The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other parties may reasonably request for the purpose of carrying out the intent of this Agreement and the docu... | Label: Further Assurances |
ffe228ab-8e9b-4488-81ab-718cc6fc2c2a | Clause:
Except as would not reasonably be expected to have a Material Adverse Effect and except as set forth in Schedule 3.22 , (a) each Borrower and each of its Subsidiaries owns, or possesses the right to use, all of the patents, trademarks, service marks or trade names, copyrights or mask works, domain names, data, ... | Label: Intellectual Property |
25adfc37-62c9-444e-a1c7-dce20d665d86 | Clause:
Teich agrees to cooperate fully with the Company in connection with any matter or event relating to Teich’s employment or events that occurred during Teich’s employment or other engagement to provide advisory services (including but not limited to the Advisory Term), including but not limited to (a) cooperating... | Label: Cooperation |
888d10eb-dbf5-47b0-8bb6-4a953bcae717 | Clause:
Neither (a) any assets of Sellers, including the Assets, nor (b) any funds to be used by Sellers with respect to the transactions contemplated pursuant to this Agreement, are, or at the Closing will be, pursuant to ERISA or the Code, considered for any purpose of ERISA or Section 4975 of the Code to be assets o... | Label: Erisa |
dcb0b828-5d37-4ec5-8e6b-520c00731542 | Clause:
Capitalized terms used but not defined in this Agreement are defined in (a) Appendix A to the Series 2017-2 Indenture Supplement, dated as of October 1, 2017 (the “ Indenture Supplement ”), between the Grantor, as Issuer, and The Bank of New York Mellon, as Indenture Trustee, or (b) Appendix A to (i) the Fifth ... | Label: Definitions |
9e375aa9-e219-48d5-a248-276b1fd22488 | Clause:
As Chief Operating Officer of the Company you will be responsible for the general management and supervision of the Company’s radio market operations and discharge such other duties as may from time to time be assigned by the Board of Directors or the CEO. In addition, you will oversee various corporate staff f... | Label: Duties |
699f0cf3-caa1-4351-ad41-eddcaac11100 | Clause:
The Agreement may be executed in any number of counterparts, each of which need not contain the signature of more than one party but all such counterparts taken together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Counterparts |
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