id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
2a4d3ee2-3bc1-4c9d-9f40-27ddbd8c8f37 | Clause:
Each party hereto hereby acknowledges that the benefits to the other party of the performance by such party of its obligations under this Agreement are unique and that the other party hereto is willing to enter into this Agreement only in reliance that such party will perform such obligations, and agrees that m... | Label: Specific Performance |
1ffe700a-4e90-4bba-9612-f131241bb644 | Clause:
(a) Unless previously terminated, (i) the Term B-1 Loan Commitments shall automatically terminate on the Refinancing Date (upon funding of the Term B-1 Loans) and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date.
Task: Classify this clause into ONE of these types (ex... | Label: Terminations |
072c2aa0-ce7e-42df-8a64-1bea6dda28e3 | Clause:
Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided , that this Section 5.06 shall not apply to l... | Label: Compliance With Laws |
afc8ef3c-81ac-4528-8356-8e261327901e | Clause:
Subject to the limitations in Section 5, to the extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate in any Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a party, Indemnitee shall be a... | Label: Indemnifications |
9f0c282d-9ac4-4620-a673-87bd08afad5c | Clause:
Notwithstanding anything to the contrary in the Warrants Confirmations, Company and Dealer agree that, effective on the date hereof, but subject to Section 13 hereof, (i) the Additional Warrants Transaction shall automatically terminate and all of the respective rights and obligations of the parties under the A... | Label: Terminations |
b3320091-436a-456d-935f-9ed3d02b939f | Clause:
No failure or delay on the part of the Administrative Agent, the Collateral Trustee, any Issuing Lender or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the... | Label: No Waivers |
8254a14e-44fc-4b45-a110-1ff778b10fc9 | Clause:
The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such coverage amounts as are prudent and customary in the businesses in which the Company is engaged, including, but not limited to, directors and officers insurance coverage with... | Label: Insurances |
0210de45-41a2-4abe-878d-978a2d1f5c7d | Clause:
This Sixth Amendment shall be deemed to be a contract under the laws of the State of Ohio, U.S.A. and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the State of Ohio, U.S.A. without regard to its conflict of laws principles.
Task: Classify this clause ... | Label: Governing Laws |
18fccba4-ca10-4275-9a76-dcb9008218ca | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, applicable to agreements made and to be performed in the State of Delaware without regard to principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Governing Laws |
7a404f20-feb7-4239-a2b2-1f31059ea4ad | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance of the Exchange Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provis... | Label: No Conflicts |
be574c31-47ee-4b48-a294-46ad9cfbe89a | Clause:
Each of the undersigned Grantors hereby represents and warrants that this Supplement has been duly authorized, executed and delivered by it and that this Supplement and the Security Agreement constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms.
Task: Classify... | Label: Representations |
b502a256-9a3e-4ad6-8aca-c9e599c99006 | Clause:
At the completion of loading each barge at the Zimmer Station harbor or facility respectively, title to and the risk of loss of the loaded gypsum will pass from Seller to Buyer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Titles |
430a76c9-5503-48dc-9d60-5711a3316462 | Clause:
Any provision of this Ninth Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or... | Label: Severability |
d6ed3249-90b9-4f21-a9b1-8c57f0a7fcb4 | Clause:
The Credit Agreement is, effective as of the Amendment Effective Date (as defined below), hereby amended to delete Section 7.14 of the Credit Agreement in its entirety.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Amendments |
4da5a221-8765-46f0-a45a-97ce87e0e79c | Clause:
To the extent permitted by law, each party affirms and agrees that it will not, at any time after the date hereof, make any remarks or comments, orally or in writing, to anyone, via media or otherwise, which remarks or comments reasonably could be construed to be derogatory or disparaging to any of the other pa... | Label: Non-Disparagement |
1bfa2e82-a5e3-4d90-9031-f31833880eef | Clause:
All indemnities contained in this Agreement shall survive the termination hereof. In addition, the obligation to pay any deficiency, as well as the obligation for any and all other payments by Lessee to Lessor hereunder shall survive the termination of this Agreement or the lease contained herein.
Task: Classi... | Label: Survival |
1bdc6047-ef39-439b-99f7-9c5312497342 | Clause:
If the Executive’s employment is terminated by his death,(i) the Company shall (A) pay the Final Compensation to the Executive’s beneficiary, legal representatives or estate, as the case may be, at the time and in the manner set forth in Section 8(a)(i) hereof, and, provided the Executive’s estate signs and ret... | Label: Death |
26da8899-7577-40ed-b9d3-3a949e0e0f88 | Clause:
Seller, has the full power and authority to enter into, and perform its obligations under, this Agreement and the other agreements, documents and instruments entered into by such person in connection with this Agreement (this Agreement together with such other agreements, documents and instruments collectively,... | Label: Authority |
5aedb1ab-88ee-4624-936e-fa77e182a062 | Clause:
The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sal... | Label: Integration |
79bf9239-479a-458d-b23d-1da2204e0e8e | Clause:
This Plan shall be construed and interpreted in accordance with the laws of the State of South Carolina without reference to the conflict of laws provisions thereof, to the extent not preempted by federal law, which shall otherwise control.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Governing Laws |
450c2abc-4c08-45e2-8f84-2ceb7de1e28c | Clause:
Each party to this Agreement hereby expressly AND IRREVOCABLY waives any right to trial by jury of any claim, demand, action or cause of action (each, an “Action”) (a) arising out of this Agreement, including any present or future amendment thereof or (b) in any way connected with or related or incidental to th... | Label: Waiver Of Jury Trials |
4fba31d6-0eef-43ec-8495-c71c41abb2fa | Clause:
Each Loan Party agrees to take such further actions as Agent shall reasonably request in connection herewith to evidence the agreements herein contained.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Further Assurances |
d605e58b-a2eb-4d5f-bfc1-137498bdba94 | Clause:
A termination for “Disability” shall have occurred if a Participant’s employment is terminated because of a disability entitling him or her to long-term disability benefits under the applicable long-term disability plan of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Disability |
10567137-5a17-475e-9a4f-f35f0074a7d1 | Clause:
This Agreement shall terminate without any further action of the parties, and be of no further force or effect, in the event that the Contribution Agreement shall terminate prior to the consummation of the Closing (as defined in the Contribution Agreement).
Task: Classify this clause into ONE of these types (e... | Label: Terminations |
494efb03-12bc-49d2-a483-611aafd861a4 | Clause:
Notwithstanding anything contained in the Shareholders Agreement to the contrary, the Company agrees that for purposes of the Shareholders Agreement the Investor shall not be deemed an Apollo Shareholder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Definitions |
5fbb0516-0dcc-4194-b6c6-0f357627c6fe | Clause:
All representations and warranties made by OCLL in this Agreement shall be true and correct in all material respects on and as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Representations |
c6acf878-c672-4fd7-a6ce-777e7e6ec54c | Clause:
All notices required hereunder shall be given by first-class mail, postage prepaid, or overnight mail or courier and, if given by the Holder addressed to the Company at 40 Marcus Drive, Suite One, Melville, New York 11747, Attention: Secretary, or such other address as the Company may designate in writing to th... | Label: Notices |
033d2416-3df6-42f8-8cb7-fc0270f83a81 | Clause:
In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Note, the Company shall defend, protect, indemnify and hold harmless the Buyer and its stockholders, partners, memb... | Label: Indemnifications |
c44c9fc8-12fe-449f-a488-ca6fd9c757eb | Clause:
ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT (INCLUDING AGAINST ANY DIRECTOR OR OFFICER OF THE CORPORATION) SHALL BE BROUGHT SOLELY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND EACH PARTY HERETO HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURT FOR ... | Label: Consent To Jurisdiction |
35147e1b-c396-434a-927e-8ce16d8bcec6 | Clause:
Upon expiration or termination of this Agreement, neither the Company nor Consultant will have any further obligations under this Agreement, except (a) for liabilities accrued through the date of termination, and (b) the obligations under Sections 3, 4, 5, 6, 7 and 8 hereof will survive. Upon expiration or ter... | Label: Terminations |
ad4d188b-78ab-4e74-bcba-fb8c99f12417 | Clause:
To the best of the knowledge of the Parent and the Borrower after due inquiry, the Parent, each Loan Party and each other Subsidiary is in compliance with each Governmental Approval and all other Applicable Laws (including, without limitation, Anti-Corruption Laws and Sanctions) relating to it except for noncom... | Label: Compliance With Laws |
2752cffe-3ab6-493f-b1f7-ae95ca1e50b2 | Clause:
The parties hereto acknowledge that the remedy at law for any breach of the obligations undertaken by the parties hereto is and will be insufficient and inadequate and that the parties hereto shall be entitled to equitable relief, in addition to remedies at law. In the event of any action to enforce the provisi... | Label: Remedies |
8540e9f1-d4de-4225-85be-bccdaf5548e7 | Clause:
For purposes of determining Lenders' obligations or rights to fund, participate in or receive collections with respect to Loans, Administrative Agent may in its discretion reallocate Pro Rata shares by excluding a Defaulting Lender's Commitments and Loans from the calculation of shares. A Defaulting Lender sha... | Label: Amendments |
8dfffa9e-b748-4ea1-aeef-ee740537bcbc | Clause:
This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware, USA without regard to any applicable conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Governing Laws |
d269b60d-fe75-46db-ab5a-33dd84989d7d | Clause:
This Agreement may be executed in separate counterparts (including by facsimile or electronic mail), each of which is deemed to be an original and all of which taken together constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Counterparts |
8f362512-c6db-48e9-ab52-98c449a91707 | Clause:
This Agreement may not be modified except in a written instrument executed by each of Merchant and Agent; provided, however, that no modification may be made to Sections 3.1, 3.2, 3.3, 15 or 16 or this Section 17.3, or modify or amend any other provision of this Agreement to obligations of the Administrative Ag... | Label: Amendments |
5516ccb7-3cc3-45ca-ab34-a508074ccff2 | Clause:
If any provision of this Agreement or the application thereof to any Person (including the officers and directors of the parties hereto) or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision ... | Label: Severability |
f3cbc8fe-8ecb-4b0d-bd34-87f3e194c339 | 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 the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willful... | Label: Expenses |
77ce9da5-2266-48db-8572-bb415db16d38 | Clause:
Any notices required or permitted under this Agreement will be sufficient if in writing and sent by certified mail to, in the case of Employee, the last address he has filed in writing with the Company or, in the case of the Company, its principal office.
Task: Classify this clause into ONE of these types (exa... | Label: Notices |
74cb403e-38d7-42f7-84f4-6ac1dc3787ba | Clause:
This Agreement, together with the agreements and Exhibits referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the Parties or any of their Affiliates with respect to the subject matter contained herein... | Label: Assignments |
6e9426f3-e77a-4199-8f92-798d1774d793 | Clause:
The close of escrow for the Transaction (the “ Closing ”) shall take place on August 31, 2017, or such earlier date as Buyer and Seller may mutually agree (the “ Closing Date ”). The parties shall conduct an escrow style closing through Escrow Holder so that it will not be necessary for any party to attend the ... | Label: Closings |
006a66ab-b77f-4d31-87bb-6755a4e0f5b1 | Clause:
No Loan Party or any Subsidiary or Securitization Entity is in default under or with respect to, any Material Contract or any Material Indebtedness. As of the Closing Date, no Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by thi... | Label: No Defaults |
38e55604-c20c-4502-a26d-153e6424926e | Clause:
Any amendment or waiver effected in accordance with this Article VIII shall be binding upon the Buyer and the Seller; and the Buyer’s failure to insist upon the strict performance of any term, condition or other provision of this Agreement or any of the Program Agreements, or to exercise any right or remedy he... | Label: Waivers |
179d059e-1619-422a-a9c5-8bd38c4f2e02 | Clause:
The proceeds of the Loans will be used only (i) to refinance any loans and letters of credit outstanding under the Existing Credit Agreement, to the extent applicable, and (ii) for general corporate purposes of the Borrowers and their respective Subsidiaries, including to finance costs and expenses incurred or ... | Label: Use Of Proceeds |
b5e3eb3e-a30e-4306-bc23-40184389a426 | Clause:
The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the party against whom the enforcement of the change, modification, waiver, discharge or termination is asserted. Lender’s consent to the Requested Ac... | Label: Modifications |
9297da5b-326b-4590-8772-a8f479d9dcfb | Clause:
Terms used herein that are defined in the Merger Agreement, as it existed prior to the execution and delivery of this instrument, shall have the same meaning as ascribed to them therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Defined Terms |
d349a13b-68c3-41d2-9775-4f4795fd0122 | Clause:
All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid pursuant to the terms of the Commitment Letter, dated as of June 7, 2017, among the Company and the other signatories party thereto.
Task: Classify this clause into ONE of these types (exact... | Label: Expenses |
52e76d95-f789-4316-8188-f86b05146c23 | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUPPORT AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DI... | Label: Waiver Of Jury Trials |
e93f5494-e73c-4d88-83d7-a52036bebe6b | Clause:
The Plan shall be administered by the Committee. The Committee’s determinations under the Plan (including without limitation determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and of the Award Agreements) need not be uniform and m... | Label: General |
2d69bd76-4e09-46fd-82dc-95f629cb3a80 | Clause:
Except as set forth in Schedule 3.1(j) , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governme... | Label: Litigations |
c9ed8e92-4d03-401c-89db-56a4361feff9 | Clause:
The Parent and the Borrowers will not request any Loan or Letter of Credit, and the Borrowers shall not use, and shall procure that their Subsidiaries and their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit (A) in furtherance of an offer, paymen... | Label: Use Of Proceeds |
4ef97d03-e858-46fd-aaaa-0240a472227a | Clause:
The authorized capital stock of the Company consists of 45,000,000 shares of Common Stock, of which 13,3 16,547 shares are outstanding as of the date hereof (prior to the issuance of the Shares ). All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly iss... | Label: Capitalization |
386922bd-efd3-488f-bd2d-cb8c33020738 | Clause:
The Borrower shall have paid to the Arranger, the Administrative Agent and the Lenders all Fees and expenses required hereunder to be paid or reimbursed by the Borrower or its affiliates and for which invoices have been presented on or before the Restatement Date. Additionally, on the Restatement Date, the Borr... | Label: Fees |
e4359d50-de24-44dc-b7f1-1cedd18affbc | Clause:
Schedule 17(F) of Exhibit “D” , which is attached, and made part of, this Note, contains a true, correct and complete listing of all authorized, issued and outstanding equity interests in the Company, including all preferred, common, profit interests and any other equity interests (the “ Total Company Equity ”)... | Label: Capitalization |
dc38f77d-5eca-4db6-beaa-589a9e361269 | Clause:
The Parties and their attorneys recognize that this Agreement is confidential and confidentiality is a material provision of this Agreement in order to prevent damage to one or more of the Parties. The Parties agree, warrant, and represent that they will not disclose the terms of this Agreement to anyone other ... | Label: Confidentiality |
7d7c9c34-0a3e-43ef-b248-f1d4263b0225 | Clause:
This Release may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Release.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Counterparts |
6025b8e3-a921-452b-b299-0d1465233af2 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure 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... | Label: Releases |
647833b2-835f-4b13-9684-6820e5534e44 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was ... | Label: Financial Statements |
32a43aa4-2834-49b2-9398-2ab00d3b7842 | Clause:
The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
4e689fc1-cd6f-4ee0-90ff-a75fab17799c | Clause:
Neither the granting of the Award nor any payment with respect to such Award authorized hereunder nor any term or provision of this Agreement shall constitute or be evidence of any understanding, expressed or implied, on the part of PNC to employ you for any period or in any way alter your status as an employee... | Label: Employment |
22feb9cc-9df4-4368-bfdd-bbda3967aeed | Clause:
The initial term of this Agreement and the period of Executive's employment hereunder shall begin as of the Effective Date and shall continue through December 31, 2020. Commencing on January 1, 2019 and continuing on each January 1 st thereafter (the " Anniversary Date "), this Agreement shall renew for an add... | Label: Terms |
5590db0d-e44d-4e48-aae9-4cadc1ca66e3 | Clause:
The Seller, the Servicer and the Guarantor have no subsidiaries other than those identified on Schedule 3.
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,... | Label: Subsidiaries |
44b602ed-527e-4906-992e-b7b36ebfab57 | Clause:
During each calendar year of the Term, the Executive shall be eligible to accrue paid vacation up to twenty (20) days in accordance with the Company’s vacation policy for executive officers commensurate with the position held by the Executive, as it may be amended from time to time. The Executive agrees that va... | Label: Vacations |
e2456371-fd2a-42a0-9793-6ddd808ebf96 | Clause:
Except as otherwise specifically provided herein, this Separation Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, contains all the covenants, promises, representations, warranties, and agreements between the Parties with respect to Executive’s separation from... | Label: Entire Agreements |
79d942f2-371c-42fc-9255-53941721a8cf | Clause:
The execution, delivery and performance by Purchaser and Merger Sub of this Agreement, the other agreements contemplated hereby to which Purchaser or Merger Sub, as applicable, is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requis... | Label: Authorizations |
c9feab06-b8d3-402e-8b85-3d530d1d2415 | Clause:
Each Loan Party shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than (a) on fair and reasonable terms as favorable to such Loan Party or such S... | Label: Transactions With Affiliates |
7d0599f3-631d-4ad2-8e32-268684f78d39 | Clause:
The base salary shall be an annual minimum salary of $365,000 (the “Base Salary”), payable by the Company in accordance with the Company’s normal payroll practices. Beginning as of the first anniversary of the Commencement Date, the Base Salary shall be reviewed on an annual basis during the Term for increase (... | Label: Base Salary |
d27ee1fc-780c-4bad-9ada-ae98f067a011 | Clause:
The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.... | Label: Survival |
dd060b30-255c-4d1b-a5e8-875324bffd18 | Clause:
The Company shall use the net proceeds hereunder as set forth on Schedule 4.9 attached hereto, and shall not use such proceeds: (a) for the satisfaction of any portion of the Company's debt (other than payment of trade payables in the ordinary course of the Company's business and prior practices), except as may... | Label: Use Of Proceeds |
fd1471d5-ba88-47cc-b937-3354d7f196bb | Clause:
The term (“ Term ”) of this Agreement is three years beginning on the Effective Date, unless terminated earlier in accordance with Section 3 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Terms |
54cf849e-97eb-45e7-96d7-6e2389f31634 | Clause:
True, correct and complete copies of all of the Financial Statements have been made available to Buyer. The Consolidated Statements are audited and all of the Financial Statements (i) have been prepared in accordance with GAAP consistently applied (except for normal year-end adjustments and the absence of notes... | Label: Financial Statements |
2974f759-3ff9-4736-a4fc-3e2c761bf291 | Clause:
This Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: General |
614570e9-c04b-41d1-b52b-1029c14b6fb5 | Clause:
The Transaction Documents contain the entire agreement of the parties and supersedes and replaces all prior discussions, negotiations and representations of the parties. No party shall rely upon any oral representations in entering into this agreement, such oral representations, if any, being expressly denied b... | Label: Entire Agreements |
10c9fdfd-18fe-4cde-a9d8-3e2e76704052 | Clause:
Each of the Company and its Subsidiaries are (and in the last three (3) years have been) in compliance in all material respects with all Laws applicable to the Company, and each such Subsidiary, respectively, any of their properties or other assets or any of their businesses or operations. Since their commencem... | Label: Compliance With Laws |
3d8783d2-b704-48ee-be7d-176a1a0f9389 | Clause:
Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record... | Label: Further Assurances |
8f24a09a-558c-4aa7-b02e-8564fa3e4f30 | Clause:
This Agreement and the Loan Documents embody the entire agreement of the Obligors, the Floor Plan Agent, the Floor Plan Creditors, the Formula Revolver Agent and the Formula Revolver Creditors with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings relating to... | Label: Entire Agreements |
11be7c58-503a-474f-8a6e-215de54050f0 | Clause:
(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Newpark and its Subsidiaries as of the date thereof and ... | Label: Financial Statements |
6f86ea59-cec2-43c0-a219-3126f37dd367 | Clause:
(a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days ela... | Label: Fees |
45bca77c-b56c-4358-881f-9a86e2a59117 | Clause:
No acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to the terms of the Plan shall be allowed, and no such accelerated payment may be made whether or not provided for under the expressed or implied terms of such Plan. Provided, that there may be an acceleration of a pa... | Label: Payments |
b074a9bb-d496-4692-8ca0-67d7df9279e6 | Clause:
Attached as Schedule 3.02(o), are the following financial statements (including a company reviewed balance sheet and income statement): fiscal years ended December 31, 2015 and 2016 (the “ Annual Financial Statements ”) and the nine months ended September 30, 2017 (the “ Interim Financial Statements ” and, toge... | Label: Financial Statements |
50d167cf-7868-4926-b0c7-eee44baae3a2 | Clause:
Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Powers |
626e6631-f808-4df5-8c2e-93adf5be85b8 | Clause:
Each party’s obligations under Section 2.10 and Section 2.11 shall survive any assignment of rights by, or the replacement of a Lender, the termination of any commitments, loans, or other obligations under any Loan Document and the repayment, satisfaction or discharge of all other Obligations.
Task: Classify t... | Label: Survival |
e613b3c8-90c1-40d6-9b76-c923fb2bfe70 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority as a condition to the effectiveness, enforceability or performance thereof, except such as have been obtained or made and are in full force and effect, (b) will not vio... | Label: No Conflicts |
5303421a-65e1-482a-af47-8d7cbb0de904 | Clause:
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of t... | Label: Amendments |
72c85aee-54b8-4958-9379-39851ee0b77c | Clause:
This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original (including electronic copies thereof), but all of which together shall constitute one instrument. In proving this Agreeme... | Label: Counterparts |
d68f3485-57d1-48f7-a1aa-62784daa24d5 | Clause:
Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Secretary at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Employer, or to such other addres... | Label: Notices |
f3947651-66ab-47ac-aac4-b72c28725b3c | Clause:
Subject to Bankruptcy Law, the terms of the applicable Orders and any required approval by the Bankruptcy Court or the Canadian Court, each Loan Party will do all things necessary to comply with its Charter Documents in all material respects, and to preserve, renew and keep in full force and effect its legal ex... | Label: Existence |
fd7746a5-188d-475d-a9f0-22f3337460cc | Clause:
Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time by any Purchaser (with respect to the obligations of such Purchaser) or the Company, upon written notice to the other party, if the Closing shall not have occurred on or before the date that is three months from the da... | Label: Terminations |
1c222555-def3-44b6-a973-7fd22fe13fa8 | Clause:
Effective as of the Amendment Date, the Employment Agreement is amended as provided herein. Unless otherwise stated, all section number references are to sections in the Employment Agreement. Except as otherwise defined in this Amendment, the capitalized terms in this Amendment shall have the same meaning as su... | Label: Amendments |
daf9092d-e275-4035-9d92-a32ee1e0dd24 | Clause:
Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) certifies that no representative, agent or attorney of any oth... | Label: Waiver Of Jury Trials |
511c156a-23e3-4a4e-9e79-a49972b5ffff | Clause:
Upon Changes in Capitalization . Subject to any required action by the stockholders of the Company, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the Reserve... | Label: Adjustments |
9e5c8606-bbf9-4db2-91d3-ee7ebe66f4f6 | Clause:
The provisions of this Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior oral and written agreements and memoranda and undertakings amon... | Label: Entire Agreements |
2b176b49-5c07-42a0-a04d-a60881ebc851 | Clause:
Each Credit Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Administrati... | Label: Authorizations |
5cb8e64f-d417-4f53-b2c5-6d461656c309 | Clause:
If, at any time after the Closing, Buyer shall determine that any actions are necessary or desirable to vest, perfect or confirm of record or otherwise in Buyer its right, title or interest in, to or under any of the rights, properties or assets of the Company or any Company Subsidiaries acquired as a result of... | Label: Further Assurances |
85501f7a-fd19-4ab1-b991-d607de034369 | Clause:
This Agreement may not be amended except by an instrument in writing approved by the parties to this Agreement and signed on behalf of 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, ... | Label: Amendments |
ef74130f-3996-4c4e-837f-930faa78ed3a | Clause:
The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any governmental authority other than those that have been made or obtained prior to the Effective Date and po... | Label: Consents |
e3667b71-469c-420f-95b5-c0cdbc6f9244 | Clause:
The Company or one of its Affiliates will withhold any taxes due from Participant’s grant as the Company or an applicable Affiliate determines is required by law, which, in the sole discretion of the Committee, may include withholding a number of Phantom Units or the Units issuable thereunder otherwise payable ... | Label: Withholdings |
812f2051-7013-4f05-b237-a89472ad3746 | Clause:
Whenever possible, each provision and term of this Agreement will be interpreted in a manner to be effective and valid, but if any provision or term of this Agreement is held invalid, then such provision or term will be ineffective only to the extent of such invalidity, without invalidating or affecting in any ... | Label: Severability |
7ff5a698-3a92-4d13-98d8-10b8092a663d | Clause:
The Borrower will not, nor will it permit any Subsidiary to, enter into any Sale and Leaseback Transaction, other than Sale and Leaseback Transactions in respect of which the Net Cash Proceeds received in connection therewith does not exceed $10,000,000 in the aggregate during any fiscal year of the Borrower, d... | Label: Sales |
c8e54af7-f337-4aec-a41b-d6f23d82705e | Clause:
Such Owner is duly organized, validly existing and in good standing under the Laws of the State of Georgia.
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... | Label: Existence |
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