id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b379229c-6f94-415d-a8d7-9029042afd15 | Clause:
Employee further agrees to comply with the continuing obligations regarding confidentiality set forth in the surviving provisions of the Employee Proprietary Information and Inventions Agreement previously signed by Employee. Employee also agrees that in accordance with his/her Employment Agreement, he/she will... | Label: Cooperation |
04927915-f75b-490a-9763-69b85ca4ab5b | Clause:
Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ Executive as its President and Chief Executive Officer reporting directly to the Company’s Board of Directors (the “Board”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Positions |
2a35c757-a531-41c6-8067-4403c8e862df | Clause:
The exercise of any remedies hereunder shall be cumulative and in addition to and not in limitation of any other remedies available to such Party at law or in equity.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Remedies |
3fe5979c-7b8b-4cab-bd1a-988c250e28ac | Clause:
This Agreement and the Note embody the entire agreement between the Borrower and the Lender relating to the subject matter hereof and supersede all prior agreements, representations and understandings, if any, relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly on... | Label: Entire Agreements |
83959989-bda2-43e9-bdda-c3a8c0079c2f | Clause:
It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated in its entirety pursuant hereto so as to preserve and continue the perfection and priority of all Liens securing Indebtedness and Obligations under the Existing Credit Agreement and that all Indebtedness... | Label: Amendments |
dbc6ec04-4a31-4b15-bda2-164ef5cdc817 | Clause:
Executive’s salary in effect on the Execution Date of this Agreement shall remain in effect between the Execution Date and December 31, 2016. In consideration for all services to be rendered by Executive to Employer, Employer agrees to pay Executive a base salary of $415,000.00 per year beginning January 1, 201... | Label: Base Salary |
93baf6a4-bd4e-4a14-ba39-12de06d6c2be | Clause:
The payments and benefits provided hereunder are intended to be exempt from or compliant with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company reasonably determines that any payments or benefits hereunder are not either... | Label: General |
c9d94f3a-9187-4b72-a7b5-ed996587aa8e | Clause:
This Agreement may not be assigned by Employee or the Company without the prior written consent of the other party. However, this Agreement may be assigned by the Company to a corporation controlling, controlled by or under common control with the Company without the consent of Employee.
Task: Classify this cl... | Label: Assignments |
5d625c9a-ffeb-48fb-8e3c-e4e97050f073 | Clause:
No Default has occurred that is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books,... | Label: No Defaults |
5f3ffbf4-af39-4f92-9ccf-26549cba1a7f | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to Delaware law concerning the conflicts of law. The Parties further agree that any action relating to the interpretation, validity, or enforcement of this Agreement shall be brought of the c... | Label: Governing Laws |
9f1cb830-549f-426f-865c-db4cb7360e09 | Clause:
Use the proceeds of the Credit Extensions (a) to finance any acquisition permitted pursuant to Section 7.03 and (b) for working capital, capital expenditures and other general corporate purposes not in contravention of any Law or of any Loan Document.
Task: Classify this clause into ONE of these types (exactly... | Label: Use Of Proceeds |
39b56c06-7674-4079-ad18-2b1aca111e10 | Clause:
The covenants and restrictions in this Agreement are separate and divisible, and to the extent any clause, portion or section of this Agreement is determined to be unenforceable or invalid for any reason, Company and Executive acknowledge and agree that such unenforceability or invalidity shall not affect the e... | Label: Severability |
261dff53-0bbe-4bde-a9f8-0a26d41a93b6 | Clause:
THIS JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES TH... | Label: Governing Laws |
45942f50-9989-4881-b31a-a4a0c940113f | Clause:
Neither any Creditor nor any of its directors, officers, agents or employees shall be liable to any Borrower for any action taken or not taken thereby in connection herewith in the absence of its own gross negligence, willful misconduct or fraud. Each of the Borrowers hereby jointly and severally agrees to ind... | Label: Indemnifications |
a7f5c105-997d-4b2d-aee2-c4fc57c2c048 | Clause:
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully an... | Label: Expenses |
81d831d4-becb-47fd-89d0-d21bfd3116ab | Clause:
The Ground Lease has a term, including extensions options exercisable by Agent, which extends not less than twenty (20) years beyond the Maturity Date and forty (40) years from the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Terms |
7bd353a6-4557-4ac1-b881-8080fcd66918 | 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 9(d), the pr... | Label: Remedies |
c75dca9c-3710-4274-b6a5-7af24accd8ef | Clause:
This Release shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of laws of an... | Label: Governing Laws |
ba12ac06-3426-4066-b468-e8dc46d6f04b | Clause:
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties ... | Label: Counterparts |
13f88052-d9a7-4d58-a7be-f1a0ff4a2110 | Clause:
All notices and other communications provided for herein and in the other Loan Documents (including, without limitation, any modifications of, or waivers or consents under, this Agreement or the other Loan Documents) shall be given or made by telecopy, courier, e-mail or U.S. Mail or in writing and telecopied, ... | Label: Notices |
786a56f7-5279-4383-b3b1-46ae7ada7603 | Clause:
The parties agree that all claims, disputes, and/or controversies arising under this Agreement and/or related to your employment hereunder (whether or not based on contract, tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment ... | Label: Arbitration |
177e620f-2369-45ad-aba1-25a12e195644 | Clause:
Each Credit Party and each Subsidiary thereof is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws and all orders and decrees of all courts and arbitrators relating to it or any of its respective properties except where such failure is being conteste... | Label: Compliance With Laws |
3d56f1ae-c04c-45b1-a299-31a06767227a | Clause:
The Issuer shall fail to make any payment due hereunder within 3 Business Days of when such payment is due and payable.
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: Payments |
48d5ed0d-6661-4804-884a-f55f7a56cce5 | Clause:
In the case of each Seller which is not an individual, such Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Organizations |
4b7eea99-24fd-4647-8513-c461c46f6bb1 | Clause:
(a) If a Default or an Event of Default exists, the Agent may, in its discretion, and shall, at the direction of the Majority Lenders, do one or more of the following at any time or times and in any order, without notice to or demand on the Borrower: (i) reduce the Maximum Revolver Amount, or the advance rates ... | Label: Remedies |
328cf891-0bff-470d-99cd-28eed1e74702 | Clause:
If any provision of this Agreement is held invalid by any court of competent jurisdiction, such invalidity will not affect the validity or operation of any other provision, and the invalid provision will be deemed severed from this Agreement.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Severability |
bd8e4466-59bd-4a89-8e43-ebc9fecc8ef2 | Clause:
The following provisions will survive termination or expiration of this Agreement: Sections 2.3, 2.8, 3.6, 3.8, 3.9, 3.10, 6.4, 6.5.1(d), 6.6.1, 9.5, 9.6 and this Section 9.7, and Articles 7, 8 and 10, as well as any applicable definitions in Article 1 and any other provisions which are expressed to survive ter... | Label: Survival |
831a15a8-6cbe-4c30-b89c-c0a666cc7da0 | Clause:
Wherever possible, each provision of this Third Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Third Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such pro... | Label: Severability |
4a9047fa-8ed0-4d8f-9eee-626bbef6c960 | Clause:
Purchaser has the requisite power and authority, has taken all actions required by its organizational documents and applicable law, and has obtained all necessary consents, to execute and deliver this Contract and to consummate the transactions contemplated in this Contract. The person signing this Contract on ... | Label: Authority |
2b626c84-137d-4d25-9484-b4ffb502e8bc | Clause:
For all services to be rendered by Executive pursuant to this Agreement, the Company agrees to pay Executive during the Employment Period an annual base salary, less applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions (the "Base Salary") at an annual rate of $375,000. During ... | Label: Base Salary |
9ec9500d-4ea9-440f-85b8-b0e14c7261f0 | Clause:
The parties acknowledge and agree that this Amendment shall not be construed more favorably in favor of any party hereto based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of this Amendment.
Task: Classify this clause into ONE of ... | Label: Construction |
c877ed53-e10f-4692-9e36-14e709dd9095 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the transactions contemplated hereby shall be governed by and construed and enforced in accordance with the internal laws of the State of Colorado, without regard to the principals of conflicts of law there... | Label: Governing Laws |
a070fdb3-cf12-4c09-b896-af8a13871859 | Clause:
This Warrant (and the right to purchase securities upon exercise hereof) shall terminate twelve (12) months from the date of issuance of this Warrant (the “ Expiration Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Terminations |
50a9a59d-5483-45ff-becf-9cf823a87a72 | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Counterparts |
17621311-f026-4d78-81f1-9b4a824903ce | Clause:
The provisions of the 2009 UGI SERP may be amended at any time and from time to time by the Compensation Committee for any reason without either the consent of or prior notice to any Participant; provided, however , that no such amendment shall serve to reduce the benefit that has accrued on behalf of a Partici... | Label: Amendments |
7e95492b-1697-4434-aaaf-b482307775a6 | Clause:
Upon the occurrence of the Change in Control, (i) such Restricted Stock Unit shall become fully vested, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to such Restricted Stock Unit granted shall lapse (but, the Participant's obligations under the Restrictive Covenants Agreement ... | Label: Change In Control |
268ffc8c-c707-4426-8cb4-9fda13e91414 | Clause:
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into this Agreement, and to issue the Co-Investment Securities upon exercise of the Option, and the securities issuable upon exercise of the Co-Investment Warrants, has been ... | Label: Authorizations |
36dc86d5-ca54-4d06-97d9-f949643facac | Clause:
Notwithstanding anything herein to the contrary, if prior to the Retention Date either (i) you voluntarily terminate your employment with the Company for any reason, or (ii) your employment is terminated by the Company for Cause, you agree that (a) you shall forfeit all of your rights to payment of any remainin... | Label: Forfeitures |
337a213b-2360-4f0f-9742-8ad4d332d474 | Clause:
This Agreement may be executed in any number of counterparts either manually or via facsimile and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
Task: Classify this clause into ONE of these types... | Label: Counterparts |
c3426aa6-85a0-4c0e-ae36-9d003eb655d9 | Clause:
The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Florida, without giving effect to principles o... | Label: Governing Laws |
95a50632-e7a2-412c-94bd-1585fa6886fc | Clause:
By execution of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating... | Label: Releases |
a7c93f90-77a9-47da-9c5c-17c3cc635a32 | Clause:
To the extent applicable, the Participant hereby agrees that the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with Code Section 409A, or any other applicable law and may otherwise amend, suspend or terminate this Agreement s... | Label: Amendments |
686a3666-00c7-4c7b-8028-5d7e4a675514 | Clause:
This Agreement shall commence on the Effective Date and continue in effect for five (5) years thereafter, unless earlier terminated pursuant to the terms hereof, unless otherwise agreed to in writing by the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Terms |
21af8e30-7f86-493f-8df5-dfdbc52294f7 | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, HBD and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by r... | Label: Remedies |
a3b12513-26c4-4311-b682-6bed0b29fb19 | Clause:
The obligations imposed on the parties under Sections 2, 4, 7, 8, 10, 11, 12, 13, and 14, and any other section that by its terms is intended to survive, will survive the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Survival |
0ccb9f09-8efe-4a1f-a2b0-bd36438aac90 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulati... | Label: Financial Statements |
5345c8a9-c49c-47aa-833f-6b72ad2a2809 | Clause:
Subject to the terms and conditions of this Agreement, the Lenders, the L/C Issuers and the Administrative Agent hereby (a) agree that the Investment Grade Date is deemed to have occurred for all purposes under the Credit Agreement and the other Loan Documents, (b) consent to the release of all Collateral, and ... | Label: Consents |
c6acd1e2-8f6a-4927-ad5f-0cfcda901dae | Clause:
Upon the issuance or Modification by any LC Issuer of a Facility LC, such LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and i... | Label: Participations |
722b7bf8-46a6-4a29-8c50-f689a5343cf0 | Clause:
During the Term, Live Nation initially will pay the Employee an annual gross base salary (the “Base Salary”) of $950,000, less appropriate payroll deductions and all required withholdings. All payments of Base Salary are payable in regular installments in accordance with Live Nation’s normal payroll practices, ... | Label: Base Salary |
7925c701-71e4-4aea-aac2-4e99b36c36a7 | Clause:
This policy as amended and restated shall become effective as of the date of the 2017 Annual Meeting of Stockholders.
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: Effectiveness |
40310095-3f48-4395-8297-7dafe72d7418 | Clause:
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded ... | Label: Severability |
3373d211-76c1-4f8c-98ae-3b12a073f848 | Clause:
Commencing on the Effective Date, as compensation for services rendered under this Agreement, the Company will pay to Executive a base salary (the “ Base Salary ”) at an annualized rate of $400,000 payable in accordance with the normal payroll procedures of the Company. Executive’s Base Salary will be subject t... | Label: Base Salary |
9fbe2041-aeca-41c6-bcb2-84172e1a81e6 | Clause:
Borrower shall reimburse Bank for all reasonable legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Fees |
68b9bc9e-0d59-4bd9-a6ea-67a6eebd8eb0 | Clause:
The agreements contained in this Section shall survive the resignation of the Administrative Agent, the LC Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of the Obligations.
Task: Classify this clause into ONE of t... | Label: Survival |
2ebb79cb-0545-456e-8411-8645e8a8178f | Clause:
This Agreement shall be governed by, interpreted and construed in accordance with the laws of the State of Ohio without regard to that body of law known as conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Governing Laws |
ae7cfb4a-35aa-4e12-a5d4-419ef4178546 | Clause:
Any provision of this Principal Borrower Joinder Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceabil... | Label: Severability |
f44c190a-d31d-4cdb-847f-9d4a6f2cb6b3 | Clause:
A true, correct and complete list of the insurance policies related to the Business (including policy periods and the amounts of coverage, limits and deductibles) is attached hereto as Schedule 4.14 (collectively, the “ Insurance Policies ”). All of the Insurance Policies are in full force and effect. No even... | Label: Insurances |
96c2ef81-5fc3-4cdb-97b1-4d812f4ab8db | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of _ New York, without regard to the principles of conflicts of law thereof. Each party agrees that a... | Label: Governing Laws |
d661e78a-209e-43b4-905f-85b6ef26c71d | Clause:
The term of the consulting relationship shall be for a period of eighteen (18) months from and inclusive of the Separation Date (the “Termination Date”), except that the Agreement may terminate earlier in the following manner.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Terms |
a03f58ec-42c5-4223-8d13-49b1b171cec8 | Clause:
Exhibit D attached to the Agreement is hereby deleted in its entirety and replaced with Exhibit “B” attached to this Second Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Warranties |
f1a3884a-ce1c-4002-9d88-eeacbe965310 | Clause:
Subject to the terms and conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Parti... | Label: Modifications |
ae254179-21e0-4a55-860d-9b0ba3ae6c13 | Clause:
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Parent or any other Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to th... | Label: Interpretations |
3c5e162d-4b28-4c82-801f-636f13893fb3 | Clause:
Each of the Parties acknowledges that such Party has reviewed this Agreement in its entirety and has had a full and fair opportunity to negotiate its terms and to consult with counsel of such Party’s own choosing concerning the meaning and effect of this Agreement. Each Party therefore waives all applicable ru... | Label: Construction |
2bbe72e9-7e13-4765-9472-0e886aa3df83 | Clause:
Glenmark has good and valid title, and owns all right, title and interest, in and to all of the Transferred Assets, free and clear of any Encumbrances, and has the right to transfer and assign (as applicable) each of the foregoing to Napo or its designee as provided in this Agreement.
Task: Classify this claus... | Label: Titles |
a4e98b06-034d-44a0-b3f5-1b400916b40a | Clause:
The obligation of Sponsor to fund the Commitments will terminate automatically and immediately upon the earliest to occur of (a) the Closing (at which time the obligation shall be discharged), (b) the termination of the Share Purchase Agreement in accordance with its terms and (c) Seller or any of its Affiliate... | Label: Terminations |
f0f93fd2-1126-402a-8621-68f3bea21a35 | Clause:
The Restricted Units granted to Participant are subject to all of the provisions of the Plan and this Award Agreement, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. Except where explicitly noted herein, in the event of any conflict be... | Label: General |
40320189-2d3b-4542-955c-6dce5fde0169 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Ba... | Label: Amendments |
5cd8cc9c-3048-498e-93b7-b77f8b5054b3 | Clause:
The Company will pay you an annualized base salary at the rate of four hundred fifty thousand dollars ($450,000}, less applicable payroll deductions and withholdings, payable in accordance with the Company’s standard payroll schedule. Beginning in calendar year 2019, the Board's Compensation Committee (the "Com... | Label: Base Salary |
776d3eaa-37ef-4118-9ed5-b091ac1917e5 | Clause:
Section 5.2 of the Disclosure Schedule sets forth for each Acquired Company: (a) its jurisdiction of incorporation, formation or organization; (b) whether such Acquired Company is a corporation, limited liability company, partnership or other type of entity, (c) the number of authorized Equity Interests for ea... | Label: Capitalization |
435ad23b-700c-4c7d-9037-4b24a6eeebe9 | Clause:
The base salary for the Executive shall be Three Hundred Seventy-Five Thousand dollars per year, or such other rate as the Board may designate from time to time (the “Base Salary”). The Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be s... | Label: Base Salary |
d78f8774-40a7-4038-a338-eb85fbb7e138 | Clause:
Immediately after the consummation of the Transactions to occur on the Trigger Date and the making of each Loan on the Trigger Date and the application of the proceeds of such Loans, with respect to the Borrower and its Subsidiaries on a consolidated basis (i) the sum of the liabilities of the Borrower and its ... | Label: Solvency |
190dc5a5-eb6b-4722-a69a-d0403befaf18 | Clause:
Each Lender hereby irrevocably appoints the Administrative Agent and the Collateral Trustee (for purposes of this Article IX , each of the Administrative Agent and the Collateral Trustee are referred to as an “ Agent ” and collectively as the “ Agents ”) its agent and authorizes the Agents to take such actions... | Label: Authority |
05833fce-4f47-4aa2-955d-dca6a1c28b45 | Clause:
The Intellectual Property owned by Seller as set forth on Schedule 1.1(f) , subject to rights, if any, of Circle K thereto under the Circle K Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Intellectual Property |
ad140a20-a243-4381-9e05-ab1d4e19afd4 | Clause:
Capitalized terms used but not defined in this Agreement are defined in Appendix 1 to the 2017-A Exchange Note Supplement, dated as of March 1, 2017 (the “ Exchange Note Supplement ”), to the Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of Dece... | Label: Definitions |
524dc299-e1ac-4d36-81b0-d95cae57293a | Clause:
This Agreement, for all purposes, shall be construed in accordance with the laws of Florida without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Florida, county of Miam... | Label: Venues |
4a733751-2743-417e-8750-c2dde1b5ba85 | Clause:
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matters herein, and supersedes, and replaces any prior agreements and understandings, whether oral or written, between them with respect to such matters.
Task: Classify this clause into ONE of thes... | Label: Entire Agreements |
911078ac-91a2-4189-bebc-6dc8264be5c2 | Clause:
The “ Term ” of this Agreement shall be from the Effective Date and, unless terminated earlier as provided herein, continue until the twelfth (12 th ) anniversary thereof, or, if later, the date that is thirty (30) days after full performance by SSN of any outstanding Purchase Order.
Task: Classify this clause... | Label: Terms |
84aa61c5-4d7a-4081-ba7f-03e56411e2a8 | Clause:
During and after the Executive’s employment, the Executive shall cooperate fully with the Corporations in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Corporations which relate to events or occurrences that transpired whil... | Label: Litigations |
d7787c2a-9f90-46e0-9a4c-6aba65173148 | Clause:
This Agreement represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior ... | Label: Entire Agreements |
a197042b-87f3-402b-a34f-7d951890b6ce | Clause:
Executive’s annual salary will be $300,000 (the “ Base Salary ”), paid in accordance with the Company’s payroll practices as in effect from time to time. The Base Salary will be reviewed annually by the Compensation Committee (the “ Compensation Committee ”) of the Company’s Board of Directors (the “ Board ”) a... | Label: Base Salary |
0876f5d3-46e3-49d3-aa1b-19a614ddbbc0 | Clause:
The parties to this Agreement agree that, on the Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novat... | Label: Amendments |
f9c51728-48bc-4c66-b54a-69ed761a033d | Clause:
A Party’s failure to enforce, at any time or for any period of time, any provision of this Agreement, or to exercise any right or remedy hereunder, shall not constitute a waiver of such provision, right or remedy or prevent such Party from enforcing any or all provisions of this Agreement and exercising any of... | Label: Waivers |
38067fcd-da1a-4f7a-8a8a-06f582cbff87 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) . The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the conversion of debt, the sale of shares registered with the Commission, the exercise of employee sto... | Label: Capitalization |
9397e81b-62a6-4a75-a880-68edffcd4488 | Clause:
All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Reaffirming Party shall be given to it in care of Holdings as provided in Section 9.01 of the Credit Agreement.
Task: Classify this clause... | Label: Notices |
63b07b33-2110-440b-865a-90c22705e6bd | Clause:
Except as set forth on Schedule 5.7 hereto, there is no litigation, arbitration or proceeding pending or, to the knowledge of any of the Company’s executive officers, any governmental investigation or inquiry pending or any litigation, arbitration, governmental investigation, proceeding or inquiry threatened ag... | Label: Litigations |
d0730317-6aeb-4e7e-9f08-d148ed36d862 | Clause:
To the extent not preempted by federal law, this Supplement shall be interpreted and construed in accordance with the laws of the State of Ohio (determined without regard to choice of laws principles).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Governing Laws |
0bdff9c8-fa7a-4066-835d-1e05bcf0d1bb | Clause:
THE SELLER, THE GUARANTOR AND THE PURCHASER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER PURCHASE DOCUMENT OR ANY APPLICATION, INSTRUMENT, DOCUMENT, AMENDMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED I... | Label: Waiver Of Jury Trials |
d001aad1-83a9-4b75-8537-0140cb773c75 | Clause:
Each Pledgor agrees that, at its sole cost and expense, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary and that the Administrative Agent or any Secured Party may reasonably request, in order to perfect, maintain... | Label: Further Assurances |
23f6bee8-4923-4aee-92f0-5056b6a18037 | Clause:
The Loan Parties have good title to all of their properties and assets, including without limitation, the properties and assets reflected in the Financial Statements free and clear of all Liens, except for Liens permitted by Section 7.2. The Loan Parties have a valid leasehold estate and undisturbed peaceable p... | Label: Liens |
53d6cdee-d340-4c1c-a2d0-fd67ec370ce3 | Clause:
Assignor hereby transfers, assigns and conveys to Assignee, without recourse, representation or warranty, express or implied, all of Assignor’s rights, interests, liabilities and obligations in, to and under the Purchase Agreement (and related documents). Assignee hereby assumes all such rights, interests, liab... | Label: Assignments |
797a7e4b-d7dc-4c7e-88ee-8b7d84db1be7 | Clause:
Since you are not an employee of the Company or any Affiliate, the Company is not required to, and the Company will not, deduct from any compensation or any other payment of any kind due you the amount of any federal, state, local or foreign taxes required to be paid by you as a result of the grant, vesting or ... | Label: Tax Withholdings |
50003aa2-039b-4be0-bfea-0af9d962aad5 | Clause:
No failure or delay by Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privile... | Label: No Waivers |
11da6c4f-a626-4069-99f5-36c1781a96d6 | 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 ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Waiver Of Jury Trials |
263b53a6-ee3b-47c1-9cf0-e876093d16c0 | Clause:
Any notice required to be delivered hereunder and any Deferral and Acknowledgment Agreement is properly delivered to the Company when personally delivered to, or actually received from the United States mail, postage prepaid, by the Administrator.
Task: Classify this clause into ONE of these types (exactly one... | Label: Notices |
d18acfeb-cc1f-4a18-b3a8-3c07fd409d61 | Clause:
Your position will be Chief Financial Officer (CFO), reporting to the Company’s Chief Executive Officer. In addition to performing duties and responsibilities associated with the position of CFO, from time to time the Company may assign you other duties and responsibilities consistent with such position.
Task:... | Label: Positions |
4319acbe-0069-4941-811c-db0646fffce2 | Clause:
Unless the context requires otherwise, references to the plural include the singular and to the singular include the plural, references to any gender include any other gender, the part includes the whole, the term “including” is not limiting, and the term “or” has, except where otherwise indicated, the inclusiv... | Label: Construction |
fbd5ea59-3b90-4fde-b485-c7f6f174cf86 | Clause:
Buyer shall make payment of all amounts to be paid by Buyer to Seller Parties under this Agreement or the Holdback Escrow Agreement, as the case may be, to Seller Parties per written instructions provided by such Seller Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Payments |
97c919af-68b4-43c5-a3f0-e43cd2175a12 | Clause:
As of the date hereof (and after giving effect to the extensions of credit hereunder and to the other transactions contemplated hereby), (i) the aggregate value of all properties of the Borrower and its Subsidiaries at their present fair saleable value ( i.e. , the amount that may be realized within a reasonabl... | Label: Solvency |
20bfa15c-7438-4a38-9fa6-db3b7a5f5e9c | Clause:
On payment by Assignee of Two Million Nine Hundred Seventy-Four Thousand One Hundred Fifty-Eight and 50/100 Dollars ($2,974,158.50) to Hercules, Hercules hereby assigns to Assignee (i) the Note and (ii) Two Million Nine Hundred Seventy-Four Thousand One Hundred Fifty-Eight and 50/100 Dollars ($2,974,158.50) of ... | Label: Assignments |
8e495056-35d1-444a-aa02-9fdf0bd05859 | Clause:
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK; AND, BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO ... | Label: Jurisdictions |
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