id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
2c556dad-249d-4391-838c-72ee8e04bf37 | Clause:
The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the part... | Label: Specific Performance |
4042183e-807a-4aa2-b7ac-39ae4f611e47 | Clause:
If an Event of Default occurs and is continuing, Payee may, by written notice given to Maker, declare the principal of and accrued interest on this Convertible Promissory Note to be due and payable immediately; provided, however, that upon the occurrence of any Event of Default described in Section 8(c), the pr... | Label: Remedies |
005b0446-c300-4125-ba68-b463080bcb62 | Clause:
The rights and obligations set forth in this Section 4 shall survive the expiration or termination of this 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,... | Label: Survival |
cd247fb8-9796-45c0-b0f5-6ecf2973c3d7 | Clause:
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Agreement. This Agreement shall become ef... | Label: Counterparts |
8ce247c3-92d4-4dc7-97c2-ac49d6da4f27 | Clause:
This Agreement shall continue in full force and effect following the cessation of Employee’s employment with the Company for any reason.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Survival |
03936599-8c7e-4a21-8d86-54602f64d5dd | Clause:
The Seller, the Guarantor and their Subsidiaries have filed all Federal income tax returns and all other material tax returns that are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by any of them, except for any such taxes as are being a... | Label: Taxes |
500074b4-cd88-46cd-a486-5315d7dc0ca2 | Clause:
The Receivable complied at the time it was originated or made, the transfer of that Receivable to the Borrower complied at the time of transfer, and the ownership of that Receivable by the Borrower complies as of Closing Date or the related Funding Date, as applicable, in all material respects with all requirem... | Label: Compliance With Laws |
9be7bd47-4156-4009-8376-db564982cdc4 | Clause:
Except for waivers specifically provided for in this Agreement, rights under this Agreement may not be waived except by an instrument in writing signed by the Party to be charged with the waiver. No waiver of, or consent to a change in or modification of, any of the provisions of this Agreement shall be deemed... | Label: Waivers |
01ca9884-593f-4296-8402-de5ad437befa | Clause:
Executive and the Company hereby acknowledge that, as of the date hereof, Executive and the Company have entered into a separate Confidentiality and Noncompetition Agreement governing matters related to confidential information, noncompetition, nonsolicitation of employees and assignment of inventions, among ot... | Label: Confidentiality |
66df284f-1bc7-4927-8dc4-c636b0871ed4 | Clause:
This Amendment shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Ame... | Label: Governing Laws |
b346bc4d-3219-4844-86fc-840eede6df9c | Clause:
If Napo is required to make a payment to Glenmark subject to a deduction of tax or withholding tax, then the sum payable by Napo (in respect of which such deduction or withholding is required to be made) shall be decreased to the extent necessary to pay such withholding tax, and the amount required to be deduct... | Label: Tax Withholdings |
90ddca13-7979-4f33-b4d7-c07525e5a8f0 | Clause:
This Agreement, together with the terms set forth in the offer letter dated _____________, constitute the entire agreement and understanding between the Parties in relation to the subject matter hereof and there are no promises, representations, conditions, provisions or terms related thereto other than those s... | Label: Entire Agreements |
f1738779-c689-422d-8303-c408dc730aa5 | Clause:
Schedule 1.1(A) - Pricing Grid to the Agreement is hereby amended and restated in its entirety as set forth on the Schedule 1.1(A) - Pricing Grid attached hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Amendments |
6f6f5756-abc5-4ea9-a59e-2e4740ee5368 | Clause:
The Company may withhold and shall timely remit to any applicable tax authority all amounts required by any Law to be withheld by the Company from or with respect to Distributions to a Member or from or with respect to a Member’s distributive share of Company taxable income or loss (or item thereof). Each Membe... | Label: Withholdings |
bf7ccd8a-d68c-4d1b-be06-182a61537074 | Clause:
To the extent permitted by applicable law, upon any payment of the Restricted Stock Units subject to the Award, the Company shall automatically withhold (or otherwise reacquire) the appropriate number of whole shares of Common Stock, valued at their then Fair Market Value, to satisfy any withholding obligations... | Label: Tax Withholdings |
6afea708-c0dc-4d90-9e4f-d39177609728 | Clause:
Subject to Section 3(b), in the event that the Participant’s employment with the Company is terminated, any unvested RSUs shall be forfeited automatically and without further action.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: General |
389ffd82-1831-4192-93b8-c7fec42a5ff4 | Clause:
Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the... | Label: Authority |
e0253884-7e13-48af-8ac4-9ec93626de4d | Clause:
Subject to Sections 2.2 through 2.4 below and Section 7, if the Grantee remains employed by the Company, the RSUs shall vest in accordance with the vesting schedule set forth above. Each date on which the RSUs vest is hereinafter referred to as a “Vesting Date.” Notwithstanding the foregoing, no Vesting Date ca... | Label: Vesting |
13431bc3-f485-4169-bd73-c18d135ae814 | Clause:
This Escrow Agreement constitutes the entire agreement between the Parties hereto pertaining to the Purchase Agreement Shares Pool and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no warranties, representations and other agreem... | Label: Entire Agreements |
b3bf4aaa-1d3c-4588-a58e-e8b02605fa9c | Clause:
The purpose of the Moody National REIT II, Inc. Amended and Restated Incentive Plan (the “Plan”) is to promote the success, and enhance the value, of Moody National REIT II, Inc. (the “Company”), by linking the personal interests of employees, officers, directors and consultants of the Company or any Affiliate ... | Label: General |
5372166c-3839-4348-bae1-6155a4cd4206 | Clause:
The Company may withhold from any amounts payable to you under this Letter Agreement any federal, state, local or foreign taxes that are required to be withheld pursuant to applicable law or regulation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Tax Withholdings |
4149f78e-07a2-4ecf-b57b-75177036b546 | Clause:
This Guaranty constitutes the entire and final agreement between Guarantor and Lender with respect to the subject matter hereof, and supersedes any and all representations or statements, either written or oral, express or implied, other than those expressly set forth in this guaranty, made to any party hereto b... | Label: Entire Agreements |
23987a14-a6fa-4abe-96b2-f89cf07e2cc4 | Clause:
The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of (or purchase of), vesting in, or disposition of, the Covered Shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Taxes |
24c2bbc3-21f2-4043-8c9d-28d6930a8eb8 | Clause:
This Agreement shall become effective as of the Effective Date, may be terminated as set forth in this Section 7, and otherwise remains in effect in perpetuity.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Terms |
ffd1f7c2-43d0-4287-9fd4-66d9ab2b568b | Clause:
The Purchased Entity and each Indirect Purchased Entity is a limited liability company duly formed, validly existing and in good standing in each jurisdiction in which it was formed. The Purchased Entity and each Indirect Purchased Entity is duly qualified to carry on its activities in each jurisdiction in whic... | Label: Organizations |
5b26f03c-670a-4e78-be2a-c5bdfae9fa04 | Clause:
Except as set forth on Section 3.14 of the Disclosure Schedule, there is no civil, criminal or administrative Proceeding pending which has been served, or, to the Knowledge of the Seller, is otherwise pending or threatened against the Seller in any court, by any Person or Governmental Authority or before any ar... | Label: Litigations |
2949e55b-6350-4941-b44e-f392a08673c8 | Clause:
Each Stockholder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further endorsements, consents and other instruments as Earthstone may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement.
Task: C... | Label: Further Assurances |
f528fd31-bff5-4926-b035-bce8fbee6a6f | Clause:
At the Issue Date, the Company is authorized to issue an unlimited number of Ordinary shares of a no par value. As of the Issue Date hereof, the Company has reserved a total of 530,432 Ordinary shares under its 2017 Equity Incentive Plan, of which 0 shares are reserved for issuance upon exercise of outstanding ... | Label: Capitalization |
12d3d34a-dda0-48c8-bb27-e2425f1b7b89 | Clause:
Both before and after giving effect to (a) the Loans made and Letters of Credit Issued on or prior to the date this representation and warranty is made or remade, (b) the disbursement of the proceeds of such Loans to or as directed by the Borrower, (c) the consummation of the transactions contemplated hereby an... | Label: Solvency |
cdd31c3a-7fc3-4cce-a701-a320618dcaa3 | Clause:
No waiver, modification or amendment of any provision of this Agreement will be valid or effective unless made in writing and signed by a duly authorized officer of each Party. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement will... | Label: No Waivers |
4c19683e-2304-4154-88d8-e7f49477b03e | Clause:
This Letter Agreement may be amended, modified or changed only by a written instrument executed by you and the Company. The captions of this Letter Agreement are not part of the provisions hereof and shall have no force or effect. This Letter Agreement may be executed in counterparts, each of which shall be dee... | Label: Miscellaneous |
e3d531fc-4f15-40cd-9561-97ff944b9920 | Clause:
The terms of this section shall survive any termination or expiration of this Lease.
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 ... | Label: Survival |
c265d9e4-5798-4f8a-9103-88436b271f48 | Clause:
This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors’ righ... | Label: Enforceability |
ff50a1f3-45d6-4bd8-a993-6acfb36951cd | Clause:
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or any L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
... | Label: Survival |
b8d7bdb2-34ed-4424-b1d2-a2718b6b74da | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execu... | Label: Confidentiality |
c5a79b48-6bec-42ae-80f4-27f3807868e6 | Clause:
This Agreement is personal as to Employee and shall not be assignable by Employee.
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 Sa... | Label: Assignments |
98486368-4581-4116-bf32-f22e681e5242 | Clause:
Neither the Borrower nor any of its Restricted Subsidiaries and, to the knowledge of the Borrower, none of the respective officers, directors, brokers or agents of the Borrower or such Restricted Subsidiary has violated or is in violation of any Anti-Corruption Laws, where such violation could reasonably be exp... | Label: Anti-Corruption Laws |
33fb537e-4705-4b83-8be7-1599a9125038 | Clause:
(a) Generally . (i) Types of Interests . Interests in the Partnership shall be divided into: (A) a General Partnership Interest, and (B) Limited Partnership Interests (including for the avoidance of doubt, the Regular Limited Partnership Interests (including the Exchangeable Limited Partnership Interests and ... | Label: Interests |
e399bf4c-b4bf-4fe5-9e10-cbd1fda3d015 | Clause:
This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of this agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, o... | Label: Entire Agreements |
26e9f39c-beaf-43e5-8cb6-89cb3ec74d44 | Clause:
This General Release shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, without reference to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
098e518e-1cad-4d8c-8ccd-c549724c71ba | Clause:
If either Party reasonably believes that any Presage Patent in the Territory is being infringed by a Third Party, or is subject to a declaratory judgment action arising from such infringement pursuant to which a Third Party claims that any Presage Patent is invalid or unenforceable, or a Third Party is engaged ... | Label: Notices |
09840c82-0559-4e4d-b466-e4952ce0c28e | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. The parties hereby warrant and represent that the selection of Nevada law as governing under this Note (i) has a reasonable nexus to each of the Parties and to the t... | Label: Governing Laws |
edcc2056-1d22-48ea-a09e-353bd4e72a64 | Clause:
(a) Unless previously terminated, with respect to each Lender, the USD Commitments and the MC Commitments of such Lender shall terminate on the Maturity Date applicable to such Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Terminations |
ec96c12e-d807-4f80-a204-d9907aca8f10 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, subject to Section 2.19(e), such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from s... | Label: Participations |
258b5a23-b3d5-4211-b055-11eacda81843 | Clause:
Except as expressly provided in this Agreement, any notice, demand, offer, or other communication required or permitted to be given pursuant hereto shall be in writing signed by the Party giving such notice, demand, offer, or other communication and shall be hand delivered or sent by registered mail, overnight ... | Label: Notices |
d9477ab8-7605-4344-906d-849843043425 | Clause:
If a Third-Party Claim requires immediate action, both the Indemnified Party and the Indemnifying Party shall cooperate in good faith to take appropriate action so as not to jeopardize the defense of such Third-Party Claim or any Party’s position with respect to such Third-Party Claim.
Task: Classify this clau... | Label: Cooperation |
0fe19089-a6d2-4e77-8751-a64331d09b99 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Governing Laws |
894fb609-cf21-4fa6-9951-c014db423629 | Clause:
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment b... | Label: Counterparts |
742a4ed9-3577-4cde-ab80-34bc86d18a32 | Clause:
During the Employment Period, Executive shall be eligible for paid time off (“PTO”) of 20 days annually as provided in applicable Company policies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Vacations |
ec046a48-9d17-4230-91a4-1c29bf0ed9b4 | 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 ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY... | Label: Waiver Of Jury Trials |
af68262b-5759-4b23-af88-27bf3bacc26c | Clause:
This Agreement, consisting of Sections 1 through 21 with Schedules A and B, and the Technology License Agreement (which is expressly incorporated by reference herein), constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior discussions, agreements a... | Label: Entire Agreements |
e7b59d08-2237-45c6-8b7a-3aae1245eae0 | Clause:
Any of the rights, powers, preferences and other terms of the Series B Preferred Stock set forth herein may be waived on behalf of all holders of Series B Preferred Stock by the affirmative written consent or vote of the holders of at least a majority of the shares of Series B Preferred Stock then outstanding.
... | Label: Waivers |
7c39a936-b6d0-4685-99c1-147dba4a2bfb | Clause:
The Servicer and each Subservicer has been duly organized and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the State of its incorporation or formation, as applicable, with all requisite corporate power and authority to own or lease its prop... | Label: Organizations |
338c8f44-eec4-469d-9a42-f3ea14819f1f | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys... | Label: Expenses |
8e81f170-8626-48bc-b8d9-7379d5e7924f | Clause:
The Parties shall work (at their own cost and expense) together in good faith to obtain such Permits as are necessary to drill and complete each Planned Well and construct the required extensions of the System to each Planned Separator Facility (and each Planned Well, as applicable) as expeditiously as reasonab... | Label: Cooperation |
87c3c4a1-fcc2-4c3c-8969-36528b063aee | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 600,000,000 shares of Common Stock, $0.0001 par value per share, of which 14,163,763 shares are issued and outstanding, and for which 10,456,054 shares are issuable for derivative securities outstanding and approximately 146,000... | Label: Capitalization |
abadbb28-7d43-4a7c-9fbb-856c939522f1 | Clause:
Any breach of the duties and obligations imposed upon Employee by this Agreement would cause irreparable harm to the Company, and the Company could not be fully compensated for any such breach with money damages. Therefore, injunctive relief is an appropriate remedy for any such breach. Such injunctive relief w... | Label: Remedies |
d3077648-5c3d-43f9-ac77-6be51f930abc | Clause:
For purposes of this letter, the terms “ Change of Control ,” “ Cause ,” and “ Good Reason ” shall have the following meanings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Definitions |
05082ce8-47ed-4263-882f-e493acc48f36 | Clause:
The payments and benefits pursuant to Section 2(b) of this Separation Agreement are conditioned upon the Employee’s agreement to be reasonably available to assist and otherwise advise and consult with the Company in transitioning responsibilities to other employees of the Company. The payments and benefits purs... | Label: Cooperation |
17bf52ba-2eea-4b53-a33b-32e2e377442d | Clause:
Any amendment, modification, or waiver of any term or provision of this Guaranty shall be in writing and shall be signed by the Guarantor and the Buyer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Amendments |
f6af4fdb-9e63-4079-802e-43f6248a8701 | Clause:
This Agreement, along with the Amended Guaranty, shall constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof, and any and all other written or oral agreements existing between the Parties hereto are expressly canceled.
Task: Classify this ... | Label: Entire Agreements |
fc3e885c-16e7-4718-b354-3e7ce987e7f0 | Clause:
Construction, validity and administration of the Plan shall be governed by applicable Federal law and the laws of the State of Illinois.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Governing Laws |
506082a8-abfb-4eb0-a405-2daf1341d944 | Clause:
Unless a clear contrary intention appears: (a) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (b) refere nce to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or th... | Label: Interpretations |
cf1caf92-de90-4646-9ddf-501a3e072a59 | Clause:
This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. This Amendment shall not const... | Label: Entire Agreements |
297394cd-edfa-4614-a3ca-09924a6956a2 | Clause:
Insure, repair and replace the Collateral of such Grantor as set forth in the Credit Agreement (it being understood and agreed that all insurance proceeds shall be subject to the security interest of the Administrative Agent to the extent set forth hereunder).
Task: Classify this clause into ONE of these types... | Label: Insurances |
4b964a3a-5c3c-4401-809e-ad8f46b7e962 | Clause:
At Closing, Seller and Buyer will enter into Noncompetition Agreements, in the form attached hereto as Exhibit 3.2.1(h) .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Confidentiality |
d9c657ab-cf0e-410a-94c8-77945cd6155c | Clause:
The Company shall reimburse the Executive for all reasonable, ordinary and necessary documented travel, entertainment and other out-of-pocket expenses that the Executive incurs on behalf of the Company in the course of his employment hereunder in accordance with the Company’s normal policies and provisions rega... | Label: Expenses |
07031f14-7aea-4eb8-8d5d-fe4a62dab61e | Clause:
Each Loan Party is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by... | Label: Compliance With Laws |
33265a04-f5c5-40c0-9574-edfd7b8cb202 | Clause:
To the knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or ... | Label: Intellectual Property |
5228a0e6-e2db-42d5-978e-cb879dbd4f5d | Clause:
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION... | Label: Governing Laws |
0e21aaa6-71db-41c4-b21b-324912770ae6 | Clause:
Each of the Lenders and each Issuing Bank hereby irrevocably (subject to Section 11.06) appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the o... | Label: Powers |
85f8a6ce-f542-4c79-8671-45127dd002e1 | Clause:
To the fullest extent permitted by applicable law, each Obligor waives and agrees not to assert any rights or privileges which it may acquire under the UCC, except to the extent arising solely from the gross negligence or willful misconduct of the Collateral Agent; provided, however, that the Obligors do not wa... | Label: Waivers |
9c28510a-21ee-4282-8ff5-1cae1c0ae22d | Clause:
Except as provided herein, Lessee will not directly or indirectly create, incur, assume or suffer to exist any liens on or with respect to (1) the Aircraft or any part thereof; (2) Lessor’s title thereto; or (3) any interest of Lessor therein. Lessee will promptly, at its own expense, take such action as may be... | Label: Liens |
c0cc5740-63fc-45c3-a0b8-1d0c7bc7cef4 | Clause:
Buyer has previously delivered to Company the Buyer’s financial statements consisting of the company-prepared balance sheet of Buyer’s business operations as of December 31, 2016 and the audited balance sheet of the Buyer’s business operations as of December 31, 2015, and the related statements of income and ca... | Label: Financial Statements |
9bfa1f0e-84f6-43ca-85a4-53033ab5a440 | Clause:
(a) Attached hereto as Schedule 7(a) as prepared for filing with the United States Patent and Trademark Office is a schedule setting forth all of each Loan Party’s: (i) Patents and Patent Applications, including the name of the registered owner, type, registration or application number and the expiration date (... | Label: Intellectual Property |
044b3af3-1881-473b-9f20-57567da8a60d | Clause:
The Employee Retirement Income Security Act of 1974, as amended. If ERISA is succeeded or renumbered, then references to particular sections of ERISA included herein shall be deemed to be references to the appropriate renumbered sections of ERISA or its successor.
Task: Classify this clause into ONE of these ... | Label: Erisa |
f668ae1c-06dc-487c-a747-07df5bd8b710 | Clause:
The Purchasers shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other Documents to which it is a party and the consummation of the transactions contemplated h... | Label: Compliance With Laws |
e4cf383e-3aee-4263-89f4-4f2d41e7f5a3 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Le... | Label: Successors |
801b9316-c0fb-485f-a436-ff26e3a99ea9 | Clause:
The execution and delivery of this Agreement and the performance of Purchaser’s obligations hereunder have been duly authorized by all necessary action on the part of Purchaser and its constituent owners and/or beneficiaries and this Agreement constitutes, and all documents to be executed by Purchaser which are... | Label: Authority |
18d45bd3-1e2d-4f32-8f0c-ca8c011e54e8 | Clause:
The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any ... | Label: General |
7a8218d9-9b72-4ce7-8fbb-7829e72cd536 | Clause:
Each Party will use its Commercially Reasonable Efforts to take all actions and to do all things necessary to consummate, make effective, and comply with all of the terms of this Agreement and the transactions contemplated hereby (including satisfaction, but not waiver, of the Closing conditions set forth in Ar... | Label: General |
023e7566-7f2b-4dbf-ae61-6c38738714a8 | Clause:
If the Board of Directors decides not to nominate the Participant for an additional term as a member of the Company’s Board of Directors, unless such decision is for Cause, the Shares shall vest on the date of the Company’s next Annual Meeting of Stockholders, at which directors are elected; provided that the P... | Label: Terminations |
c87f4800-ff63-48ce-8ebe-8ff31d21d52d | Clause:
Executive shall be entitled to paid time off in accordance with the policies as periodically established for senior executives of the Company, provided that he shall be eligible for not less than four weeks of vacation per calendar year (pro-rated for any partial calendar year during the Employment Term).
Task... | Label: Vacations |
99045f36-0f4a-4f07-83f0-cddad31c7406 | Clause:
The Borrower and its Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed by them and have paid or caused to be paid all Taxes required to have been paid by them, except (a) Taxes not yet delinquent, not yet in default or that are being contested in good ... | Label: Taxes |
acbbf6a3-ef46-4939-985c-c53640ab43f0 | Clause:
(i) As soon as available and in any event within 45 days after the end of each of the first three (3) fiscal quarters of Seller, copies of the income statement and balance sheet of Seller with respect to such quarter, prepared in conformity with GAAP, duly certified by a Designated Financial Officer of Seller w... | Label: Financial Statements |
9302e3fd-931f-499d-b401-b4173133bc7d | Clause:
(a) At such time as the Loans and the other Obligations (other than those Obligations (including contingent reimbursement obligations and indemnity obligations) which, by their express terms, survive termination of this Agreement and the other Loan Documents) shall have been paid in full and the Revolving Credi... | Label: Releases |
10862492-c94d-43fd-b58a-9116be265f35 | Clause:
Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, including all Gaming Laws and the Economic Sanction Laws, except that the Borrowers and the Subsidiaries need not comply with any laws, rules, regulations and orders of any Governmental Authority ... | Label: Compliance With Laws |
963dc993-7f51-48ee-8140-67fe9c2e0459 | Clause:
After the occurrence of an Event of Default, in addition to any other remedy provided in this Note, the Loan Documents or permitted by law, including, but not limited to those remedies provided to secured parties under the Uniform Commercial Code, if this Note is secured, Lender may at any time, without notice,... | Label: Remedies |
95e2fded-7134-49a9-b412-629cbc1d486c | Clause:
Section headings herein and in the Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Amendment No. 3 or any Loan Document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Headings |
ab38c3c9-ec5e-4ab7-948e-6691366690c0 | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attac... | Label: Notices |
0f1bdc7a-e9a0-4120-9046-144301997adc | Clause:
This Agreement, and any amendments hereto, may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures and signatures delivered electronically (e.g. via pdf file) shall be deemed to be the... | Label: Counterparts |
a28693a8-59e3-495c-887b-df1134e6ffc5 | Clause:
If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained in this Agreeme... | Label: Severability |
d05e966e-729a-41a4-bdd5-c55b54412cf5 | Clause:
This Lease may be executed in counterparts, including both counterparts that are executed on paper and counterparts that are in the form of electronic records and are executed electronically. An electronic signature means any electronic sound, symbol or process attached to or logically associated with a record... | Label: Counterparts |
dc0decc7-fc97-4bb6-8543-15aea3c8b36e | Clause:
Seller has at all times since December 31, 2013 complied and is in compliance with, in each case in all material respects with respect to all applicable Laws related to its ownership and operation of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Compliance With Laws |
8431a8ec-e3fa-4b6c-a9b3-9aac1ba14b16 | Clause:
The Seller shall fail to make any payment of Repurchase Price when due or shall fail to pay within five (5) Banking Days after the due date therefor any Price Differential, Fees or other Obligations under any of the Facility Papers.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Payments |
ea576e99-83d1-4ca3-a357-c0f8e25129c0 | Clause:
Each of the Parties hereto shall bear its own expenses in connection with the drafting, negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Expenses |
3c5a867a-52a1-4454-a39e-e89531b7d48c | Clause:
This Amendment may be executed in two or more counterparts, each of which shall be deemed to be the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Counterparts |
4ed3bdd8-ea42-4b0a-b727-9290a0a4853d | Clause:
LENDER, GUARANTOR, BORROWERS AND EACH OTHER CREDIT PARTY, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AMENDMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY OR THEREBY. THIS... | Label: Waiver Of Jury Trials |
8fcbce9c-154f-4ad3-bee4-9496c52222d1 | Clause:
The Warrant Agent shall account to the Company with respect to Warrants exercised or converted and pay to the Company all moneys received by the Warrant Agent on behalf of the Company on the purchase of Warrant Shares through the exercise of Warrants pursuant to the procedures set forth in Section 5(g)(v). The ... | Label: Payments |
17724529-1cdf-4045-8158-d56795c7fc1e | Clause:
Executive’s employment with the Company is subject to the terms 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, Assigns, Authority, Authorizations, Base Sal... | Label: Employment |
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